Common use of REPLACEMENT CURRENCY SWAP Clause in Contracts

REPLACEMENT CURRENCY SWAP. (a) If this Agreement is terminated, Party B must, at the direction of the Trust Manager, enter into one or more Currency Swaps which replace the Transactions under this Agreement (in a form reasonably satisfactory to Party B)(collectively a "REPLACEMENT CURRENCY SWAP") but only on the following conditions: (i) the Settlement Amount payable (if any) by Party B to Party A upon termination of this Agreement will be paid in full when due in accordance with the Series Notice and this Agreement; (ii) the Designated Ratings Agencies confirm that the Replacement Currency Swap will not cause a Note Downgrade; and (iii) the liability of Party B under the Replacement Currency Swap is limited to at least the same extent that its liability is limited under this Agreement. (b) If the conditions in Section 16(a) are satisfied, Party B must, at the direction of the Trust Manager, enter into the Replacement Currency Swap and if it does so it must direct the Replacement Currency Swap provider to pay any upfront premium to enter into the Replacement Currency Swap due to Party B directly to Party A in satisfaction of and to the extent of Party B's obligation to pay the Settlement Amount to Party A as referred to in Section 16(a) and to the extent that such premium is not greater than or equal to the Settlement Amount, the balance must be satisfied by Party B as an Expense of the Trust. (c) If the conditions in Section 16(a) are satisfied and Party B has entered into the Replacement Currency Swap, Party B must direct Party A to pay any Settlement Amount payable by Party A to Party B on termination of this Agreement directly to the Replacement Currency Swap provider as payment and to the extent of any premium payable by Party B to enter into the Replacement Currency Swap, in satisfaction of and to the extent of Party A's obligation to pay that part of the Settlement Amount to Party B.

REPLACEMENT CURRENCY SWAP. (a) If this Agreement is terminated, Party B mustmay, at the direction of the Trust Manager, enter into one or more Currency Swaps currency swaps which replace the Transactions under this Agreement (in a form reasonably satisfactory to Party B)(collectively collectively a "REPLACEMENT CURRENCY SWAPReplacement Currency Swap") but only on the following conditions: (i) condition that the Settlement Amount payable (if any) by Party B to Party A upon termination of this Agreement will be paid in full when due in accordance with the Series Notice and this Agreement; (ii) the Designated Ratings Agencies confirm that the Replacement Currency Swap will not cause a Note Downgrade; and (iii) the liability of Party B under the Replacement Currency Swap is limited to at least the same extent that its liability is limited under this Agreement. (b) If the conditions condition in Section 16(asection 19(a) are is satisfied, Party B must, at the direction of the Trust Manager, may enter into the Replacement Currency Swap and if it does so it must direct the Replacement Currency Swap provider to pay any upfront premium to enter into the Replacement Currency Swap due to Party B directly to Party A in satisfaction of and to the extent of Party B's obligation to pay the Settlement Amount to Party A as referred to in Section 16(a) section 19(a), and to the extent that such premium is not greater than or equal to the Settlement Amount, the balance must may be satisfied by Party B as an a Trust Expense of (as defined in the TrustSeries Notice). (c) If the conditions in Section 16(a) are satisfied and The obligations of Party B has entered into (and the Replacement Currency Swap, rights of Party A) under this section 19 constitute separate and independent obligations of Party B must direct (and rights of Party A to pay any A) and shall survive the termination of this Agreement. (d) If a Settlement Amount is payable by Party A to Party B on upon termination of this Agreement directly Agreement, Party B may direct Party A to pay all or part of that amount (but not any greater amount) to the extent required to the Replacement Currency Swap provider as payment and to the extent of any premium payable by Party B to enter into the Replacement Currency Swap, in satisfaction of and to the extent of Party AB's obligation to pay that part of any upfront premium to the Settlement Amount Replacement Currency Swap provider to Party B.enter into the Replacement Currency Swap.

REPLACEMENT CURRENCY SWAP. (a) If this Agreement or any Transaction under this Agreement is terminatedterminated prior to the day upon which the Class A-1 Notes are repaid in full, Party B must, at the direction of the Trust Managersubject to paragraph (b), enter into one or more Currency Swaps currency swaps which replace the Transactions under this Agreement (in a form reasonably satisfactory to Party B)(collectively collectively a "REPLACEMENT CURRENCY SWAP") but only on the following conditions: (i) the Settlement Amount payable (if any) by Party B to Party A upon termination of this Agreement or any Transaction will be paid in full when due in accordance with the Series Supplementary Terms Notice and this Agreement; (ii) the Designated Ratings Agencies confirm that entry into the Replacement Currency Swap by Party B will not cause a Note Downgrade; and (iii) the liability of Party B under the Replacement Currency Swap is limited to at least the same extent that its liability is limited under this Agreement or the relevant Transaction under this Agreement. (b) If the conditions in Section 16(a) are satisfied, Party B must, at the direction of the Trust Manager, enter enters into the Replacement Currency Swap and if it does so pursuant to paragraph (a) it must direct the Replacement Currency Swap provider Provider to pay any upfront premium to enter into the Replacement Currency Swap due to Party B directly to Party A in satisfaction of and to the extent of Party B's obligation to pay the Settlement Amount to Party A as referred to in Section 16(a) and to the extent that such premium is not greater than or equal to the Settlement Amount, the balance must be satisfied by Party B as an Expense of the Trusta Trust Expense. (c) If the conditions in Section 16(a) are satisfied and Party B has entered enters into the a Replacement Currency SwapSwap pursuant to paragraph (a) and a Settlement Amount is payable by Party A, Party B (either itself or through the Manager) must direct Party A to pay any Settlement Amount payable by Party A to Party B on termination of this Agreement or any Transaction directly to the Replacement Currency Swap provider Provider as payment and to the extent of any premium payable by Party B to enter into the Replacement Currency Swap, in satisfaction of and to the extent of Party A's obligation to pay that part of the Settlement Amount to Party B."

REPLACEMENT CURRENCY SWAP. (a) If this Agreement or any Transaction under this Agreement is terminated, Party B must, at the direction of the Trust Manager, enter into one or more Currency Swaps currency swaps which replace the Transactions under this Agreement (in a form reasonably satisfactory to Party B)(collectively collectively a "REPLACEMENT CURRENCY SWAP") but only on the following conditions: (i) the Settlement Amount payable (if any) by Party B to Party A upon termination of this Agreement or any Transaction will be paid in full when due in accordance with the Series Supplementary Terms Notice and this Agreement; (ii) the Designated Ratings Agencies confirm that the Replacement Currency Swap will not cause a Note Downgradereduction or withdrawal of the ratings of the Notes; and (iii) the liability of Party B under the Replacement Currency Swap is limited to at least the same extent that its liability is limited under this Agreement. (b) If the conditions in Section 16(a) are satisfied, Party B must, at the direction of the Trust Manager, enter enters into the Replacement Currency Swap and if it does so pursuant to paragraph (a) it must direct the Replacement Currency Swap provider to pay any upfront premium to enter into the Replacement Currency Swap due to Party B directly to Party A in satisfaction of and to the extent of Party B's obligation to pay the Settlement Amount to Party A as referred to in Section 16(a) and to the extent that such premium is not greater than or equal to the Settlement Amount, the balance must be satisfied by Party B as an Expense of the Trusta Trust Expense. (c) If the conditions in Section 16(a) are satisfied and Party B has entered enters into the a Replacement Currency SwapSwap pursuant to paragraph (a), Party B must direct Party A to pay any Settlement Amount payable by Party A to Party B on termination of this Agreement or any Transaction directly to the Replacement Currency Swap provider as payment and to the extent of any premium payable by Party B to enter into the Replacement Currency Swap, in satisfaction of and to the extent of Party A's obligation to pay that part of the Settlement Amount to Party B.

REPLACEMENT CURRENCY SWAP. (a) If this Agreement or any Transaction under this Agreement which is terminateda currency swap is terminated prior to the day upon which the Class A Notes are redeemed in full, Party B must, subject to paragraph (b), at the direction of the Trust Manager, enter into one or more Currency Swaps currency swaps which replace the Transactions under this Agreement (in a form reasonably satisfactory to Party B)(collectively collectively, a "REPLACEMENT CURRENCY SWAP") but only on under the following conditions: (i) the Settlement Amount amount payable under Section 6(e) (if any) by Party B to Party A upon termination of this Agreement or any Transaction will be paid in full when due in accordance with the Series Supplementary Bond Terms Notice and this Agreement; (ii) the Designated Ratings Rating Agencies confirm in writing that the entry into the Replacement Currency Swap by Party B will not cause a Note Downgradereduction or withdrawal of the ratings of the Notes; and (iii) the liability of Party B under the Replacement Currency Swap is limited to at least the same extent that its liability is limited under this Agreementthat Transaction. (b) If the conditions in Section 16(a) are satisfied, Party B must, provided it is satisfied with the terms of the Replacement Currency Swap, acting reasonably and considering the interests of the Class A Noteholders, at the direction of the Trust Manager, enter into the Replacement Currency Swap and if it does so it the amount calculated to be payable under Section 6(e) ("TOTAL SETTLEMENT AMOUNT") is payable by Party B to Party A upon termination of the Transaction referred to in Section 16(a), Party B must direct the Replacement Currency Swap provider to pay any upfront premium to enter into the Replacement Currency Swap due to Party B directly to Party A in satisfaction of and to the extent of Party B's obligation to pay the Total Settlement Amount to Party A as referred to in Section 16(a) A, and to the extent that such premium is not greater than or equal to the Total Settlement Amount, the balance must may be satisfied by Party B as an Expense of the TrustSecuritisation Fund. (c) If Party B enters into a Replacement Currency Swap pursuant to Section 16(a) and a Total Settlement Amount is payable by Party A to Party B upon termination of the conditions Transaction referred to in Section 16(a) are satisfied and Party B has entered into the Replacement Currency Swap), Party B must direct Party A to pay any Settlement Amount payable by Party A to Party B on termination of this Agreement directly that amount to the Replacement Currency Swap provider as payment in satisfaction of or towards and to the extent of any Party B's obligations (if any) to an upfront premium payable by Party B to the Replacement Currency Swap provider to enter into the Replacement Currency Swap, Swap in satisfaction of and to the extent of Party A's obligation to pay that part party of the Settlement Amount amount payable under Section 6(e) to Party B.

REPLACEMENT CURRENCY SWAP. (a) If this Agreement or any Transaction under this Agreement is terminated, Party B must, at the direction of the Trust Manager, enter into one or more Currency Swaps currency swaps which replace the Transactions under this Agreement (in a form reasonably satisfactory to Party B)(collectively collectively a "REPLACEMENT CURRENCY SWAP") but only on the following conditions: (i) the Settlement Amount payable (if any) by Party B to Party A upon termination of this Agreement or any Transaction will be paid in full when due in accordance with the Series Supplementary Terms Notice and this Agreement; (ii) the Designated Ratings Agencies confirm that the Replacement Currency Swap will not cause a Note Downgradereduction or withdrawal of the ratings of the Notes; and (iii) the liability of Party B under the Replacement Currency Swap is limited to at least the same extent that its liability is limited under this Agreement. (b) If the conditions in Section 16(a) are satisfied, Party B must, at the direction of the Trust Manager, enter enters into the Replacement Currency Swap and if it does so pursuant to paragraph (a) it must direct the Replacement Currency Swap provider to pay any upfront premium to enter into the Replacement Currency Swap due to Party B directly to Party A in satisfaction of and to the extent of Party B's obligation to pay the Settlement Amount to Party A as referred to in Section 16(a17(a) and to the extent that such premium is not greater than or equal to the -------------------------------------------------------------------------------- Page 12 Settlement Amount, the balance must be satisfied by Party B as an Expense of the Trusta Trust Expense. (c) If the conditions in Section 16(a) are satisfied and Party B has entered enters into the a Replacement Currency SwapSwap pursuant to paragraph (a), Party B must direct Party A to pay any Settlement Amount payable by Party A to Party B on termination of this Agreement or any Transaction directly to the Replacement Currency Swap provider as payment and to the extent of any premium payable by Party B to enter into the Replacement Currency Swap, in satisfaction of and to the extent of Party A's obligation to pay that part of the Settlement Amount to Party B.

REPLACEMENT CURRENCY SWAP. (a) If this Agreement is terminated, Party B must, at the direction of the Trust Manager, enter into one or more Currency Swaps which replace the Transactions under this Agreement (in a form reasonably satisfactory to Party B)(collectively a "REPLACEMENT CURRENCY SWAP") but only on the following conditions: (i) the Settlement Amount payable (if any) by Party B to Party A upon termination of this Agreement will be paid in full when due in accordance with the Series Notice and this Agreement; (ii) the Designated Ratings Agencies confirm that the Replacement Currency Swap will not cause a Note Downgrade; and (iii) the liability of Party B under the Replacement Currency Swap is limited to at least the same extent that its liability is limited under this Agreement. (b) If the conditions in Section 16(a) are satisfied, Party B must, at the direction of the Trust Manager, enter into the Replacement Currency Swap and if it does so it must direct the Replacement Currency Swap provider to pay any upfront premium to enter into -------------------------------------------------------------------------------- Page 34 the Replacement Currency Swap due to Party B directly to Party A in satisfaction of and to the extent of Party B's obligation to pay the Settlement Amount to Party A as referred to in Section 16(a) and to the extent that such premium is not greater than or equal to the Settlement Amount, the balance must be satisfied by Party B as an Expense of the Trust. (c) If the conditions in Section 16(a) are satisfied and Party B has entered into the Replacement Currency Swap, Party B must direct Party A to pay any Settlement Amount payable by Party A to Party B on termination of this Agreement directly to the Replacement Currency Swap provider as payment and to the extent of any premium payable by Party B to enter into the Replacement Currency Swap, in satisfaction of and to the extent of Party A's obligation to pay that part of the Settlement Amount to Party B.

REPLACEMENT CURRENCY SWAP. (a) If this Agreement or any Transaction under this Agreement is terminated, Party B must, at the direction of the Trust Manager, enter into one or more Currency Swaps currency swaps which replace the Transactions under this Agreement (in a form reasonably satisfactory to Party B)(collectively collectively a "REPLACEMENT CURRENCY SWAP") but only on the following conditions: (i) the Settlement Amount payable (if any) by Party B to Party A upon termination of this Agreement or any Transaction will be paid in full when due in accordance with the Series Supplementary Terms Notice and this Agreement; (ii) the Designated Ratings Agencies confirm that the Replacement Currency Swap will not cause a Note Downgradereduction or withdrawal of the ratings of the Notes; and (iii) the liability of Party B under the Replacement Currency Swap is limited to at least the same extent that its liability is limited under this Agreement. (b) If the conditions in Section 16(a) are satisfied, Party B must, at the direction of the Trust Manager, enter enters into the Replacement Currency Swap and if it does so pursuant to paragraph (a) it must direct the Replacement Currency Swap provider to pay any upfront premium to enter into the Replacement Currency Swap due to Party B directly to Party A in satisfaction of and to the extent of Party B's obligation to pay the Settlement Amount to Party A as referred to in Section 16(a17(a) and to the extent that such premium is not greater than or equal to the Settlement Amount, the balance must be satisfied by Party B as an Expense of the Trusta Trust Expense. (c) If the conditions in Section 16(a) are satisfied and Party B has entered enters into the a Replacement Currency SwapSwap pursuant to paragraph (a), Party B must direct Party A to pay any Settlement Amount payable by Party A to Party B on termination of this Agreement or any Transaction directly to the Replacement Currency Swap provider as payment and to the extent of any premium payable by Party B to enter into the Replacement Currency Swap, in satisfaction of and to the extent of Party A's obligation to pay that part of the Settlement Amount to Party B.

REPLACEMENT CURRENCY SWAP. (a) If this Agreement or any Transaction under this Agreement is terminatedterminated prior to the day upon which the Class A-1 Notes are repaid in full, Party B must, subject to paragraph (b) and at the direction of the Trust Manager, enter into one or more Currency Swaps currency swaps which replace the Transactions under this Agreement (in a form reasonably satisfactory to Party B)(collectively collectively a "REPLACEMENT CURRENCY SWAP") but only on the following conditions: (i) the Settlement Amount payable (if any) by Party B to Party A upon termination of this Agreement or any Transaction will be paid in full when due in accordance with the Series Supplementary Terms Notice and this Agreement; (ii) the Designated Ratings Agencies confirm that entry into the Replacement Currency Swap by Party B will not cause a Note Downgrade; and (iii) the liability of Party B under the Replacement Currency Swap is limited to at least the same extent that its liability is limited under this Agreement or the relevant Transaction under this Agreement. (b) If the conditions in Section 16(a) are satisfied, Party B must, at the direction of the Trust Manager, enter into the Replacement Currency Swap and if it does so it must direct the Replacement Currency Swap provider Provider to pay any upfront premium to enter into the Replacement Currency Swap due to Party B directly to Party A in satisfaction of and to the extent of Party B's obligation to pay the Settlement Amount to Party A as referred to in Section 16(a) and to the extent that such premium is not greater than or equal to the Settlement Amount, the balance must be satisfied by Party B as an Expense of the Trusta Trust Expense. (c) If the conditions in Section 16(a) are satisfied and Party B has entered into the Replacement Currency Swap, Party B must direct Party A to pay any Settlement Amount payable by Party A to Party B on termination of this Agreement directly to the Replacement Currency Swap provider Provider as payment and of any premium (to the extent of any premium the Settlement Amount) payable by Party B to enter into the Replacement Currency Swap, in satisfaction of and . Such payment by Party A to the extent Replacement Currency Swap Provider shall be in full discharge of Party A's obligation to pay that part make any payment to Party B in respect of the termination of this Agreement and no further amounts shall be due from Party A in respect of such termination. If such premium is greater than the Settlement Amount Amount, the balance must be satisfied by Party B as a Trust Expense payable to Party B.the Replacement Currency Swap Provider in accordance with clause 5.1 of the Supplementary Terms Notice."

REPLACEMENT CURRENCY SWAP. (a) If this Agreement is terminated, Party B must, at the direction of the Trust Manager, may enter into one or more Currency Swaps currency swaps which replace the Transactions under this Agreement (in collectively a form reasonably satisfactory to Party B)(collectively a "REPLACEMENT CURRENCY SWAP"“Replacement Currency Swap”) but only on the following conditions: (i) condition that the Settlement Amount payable (if any) by Party B to Party A upon termination of this Agreement will be paid in full when due in accordance with the Series Notice and this Agreement; (ii) , and in respect of which the Designated Ratings Rating Agencies confirm that the Replacement Currency Swap replacement will not cause a Note Downgrade; and (iii) reduction or withdrawal of the liability rating of Party B under the Replacement Currency Swap is limited to at least the same extent that its liability is limited under this AgreementClass A1 Notes. (b) If the conditions condition in Section 16(a18(a) are is satisfied, Party B must, at the direction of the Trust Manager, may enter into the Replacement Currency Swap and if it does so it must direct the Replacement Currency Swap provider to pay any upfront premium to enter into the Replacement Currency Swap due to Party B directly to Party A in satisfaction of and to the extent of Party B's ’s obligation to pay the Settlement Amount to Party A as referred to in Section 16(a) 18(a), and to the extent that such premium is not greater than or equal to the Settlement Amount, the balance must may be satisfied by Party B as an a Trust Expense of (as defined in the TrustSeries Notice). (c) If the conditions in Section 16(a) are satisfied and The obligations of Party B has entered into (and the Replacement Currency Swap, rights of Party A) under this Section 18 constitute separate and independent obligations of Party B must direct (and rights of Party A to pay any A) and shall survive the termination of this Agreement. (d) If a Settlement Amount is payable by Party A to Party B on upon termination of this Agreement directly Agreement, Party B may direct Party A to pay all or part of that amount (but not any greater amount) to the extent required to the Replacement Currency Swap provider as payment and to the extent of any premium payable by Party B to enter into the Replacement Currency Swap, in satisfaction of and to the extent of Party A's B’s obligation to pay that part of any upfront premium to the Settlement Amount Replacement Currency Swap provider to Party B.enter into the Replacement Currency Swap.”

REPLACEMENT CURRENCY SWAP. (a) If this Agreement is terminated, Party B must, at the direction of the Trust Manager, may enter into one or more Currency Swaps currency swaps which replace the Transactions under this Agreement (in collectively a form reasonably satisfactory to Party B)(collectively a "REPLACEMENT CURRENCY SWAP"“Replacement Currency Swap”) but only on the following conditions: (i) condition that the Settlement Amount payable (if any) by Party B to Party A upon termination of this Agreement will be paid in full when due in accordance with the Series Notice and this Agreement; (ii) , and in respect of which a Rating Notification has been given by the Designated Ratings Agencies confirm that the Replacement Currency Swap will not cause a Note Downgrade; and (iii) the liability of Party B under the Replacement Currency Swap is limited to at least the same extent that its liability is limited under this AgreementTrust Manager. (b) If the conditions condition in Section 16(a18(a) are is satisfied, Party B must, at the direction of the Trust Manager, may enter into the Replacement Currency Swap and if it does so it must direct the Replacement Currency Swap provider to pay any upfront premium to enter into the Replacement Currency Swap due to Party B directly to Party A in satisfaction of and to the extent of Party B's ’s obligation to pay the Settlement Amount to Party A as referred to in Section 16(a) 18(a), and to the extent that such premium is not greater than or equal to the Settlement Amount, the balance must may be satisfied by Party B as an a Trust Expense of (as defined in the TrustSeries Notice). (c) If the conditions in Section 16(a) are satisfied and The obligations of Party B has entered into (and the Replacement Currency Swap, rights of Party A) under this Section 18 constitute separate and independent obligations of Party B must direct (and rights of Party A to pay any A) and shall survive the termination of this Agreement. (d) If a Settlement Amount is payable by Party A to Party B on upon termination of this Agreement directly Agreement, Party B may direct Party A to pay all or part of that amount (but not any greater amount) to the extent required to the Replacement Currency Swap provider as payment and to the extent of any premium payable by Party B to enter into the Replacement Currency Swap, in satisfaction of and to the extent of Party A's B’s obligation to pay that part of any upfront premium to the Settlement Amount Replacement Currency Swap provider to Party B.enter into the Replacement Currency Swap.

REPLACEMENT CURRENCY SWAP. (a) If this Agreement or any Transaction under this Agreement is terminatedterminated prior to the day upon which the Class A-1 Notes are repaid in full, Party B must, subject to paragraph (b) and at the direction of the Trust Manager, enter into one or more Currency Swaps currency swaps which replace the Transactions under this Agreement (in a form reasonably satisfactory to Party B)(collectively collectively a "REPLACEMENT CURRENCY SWAP") but only on the following conditions: (i) the Settlement Amount amount payable (if any) by Party B to Party A upon termination of this Agreement or any Transaction (the "TERMINATION AMOUNT") will be paid xx xxxd in full when due in accordance with the Series Supplementary Terms Notice and this Agreement; (ii) the Designated Ratings Agencies confirm that entry into the Replacement Currency Swap by Party B will not cause a Note Downgrade; and (iii) the liability of Party B under the Replacement Currency Swap is limited to at least the same extent that its liability is limited under this Agreement or the relevant Transaction under this Agreement. (b) If the conditions in Section 16(a) are satisfied, Party B must, at the direction of the Trust Manager, enter into the Replacement Currency Swap and if it does so it must direct the Replacement Currency Swap provider Provider to pay any upfront premium to enter into the Replacement Currency Swap due to Party B directly to Party A in satisfaction of and to the extent of Party B's obligation to pay the Settlement Termination Amount to Party A as referred to in Section 16(a) and to the extent that such premium is not greater than or equal to the Settlement Termination Amount, the balance must be satisfied by Party B as an Expense of the Trusta Trust Expense. (c) If the conditions in Section 16(a) are satisfied and Party B has entered into the Replacement Currency Swap, Party B must direct Party A to pay any Settlement Termination Amount payable by Party A to Party B on termination of this Agreement directly to the Replacement Currency Swap provider Provider as payment and of any premium (to the extent of any premium the Termination Amount) payable by Party B to enter into the Replacement Currency Swap, in satisfaction of and . Such payment by Party A to the extent Replacement Currency Swap Provider shall be in full discharge of Party A's obligation to pay that part make any payment to Party B in respect of the Settlement Amount termination of this Agreement and no further amounts shall be due from Party A in respect of such termination. If such premium is greater than the Termination Amount, the balance must be satisfied by Party B as a Trust Expense payable to Party B.the Replacement Currency Swap Provider in accordance with clause 5.1 of the Supplementary Terms Notice."

REPLACEMENT CURRENCY SWAP. (a) If this Agreement or any Transaction under this Agreement is terminatedterminated prior to the day upon which the Class A-1 Notes are repaid in full, Party B must, subject to paragraph (b) and at the direction of the Trust Manager, enter into one or more Currency Swaps currency swaps which replace the Transactions under this Agreement (in a form reasonably satisfactory to Party B)(collectively collectively a "REPLACEMENT CURRENCY SWAP") but only on the following conditions: (i) the Settlement Amount payable (if any) by Party B to Party A upon termination of this Agreement or any Transaction will be paid in full when due in accordance with the Series Supplementary Terms Notice and this Agreement; (ii) the Designated Ratings Agencies confirm that entry into the Replacement Currency Swap by Party B will not cause a Note Downgradereduction or withdrawal of the ratings of the Class A-1 Notes; and (iii) the liability of Party B under the Replacement Currency Swap is limited to at least the same extent that its liability is limited under this Agreement or the relevant Transaction under this Agreement. (b) If the conditions in Section 16(a) are satisfied, Party B must, at the direction of the Trust Manager, enter enters into the Replacement Currency Swap and if it does so pursuant to paragraph (a) it must direct the Replacement Currency Swap provider to pay any upfront premium to enter into the Replacement Currency Swap due to Party B directly to Party A in satisfaction of and to the extent of Party B's obligation to pay the Settlement Amount to Party A as referred to in Section 16(a) and to the extent that such premium is not greater than or equal to the Settlement Amount, the balance must be satisfied by Party B as an Expense of the Trusta Trust Expense. (c) If the conditions in Section 16(a) are satisfied and Party B has entered enters into the a Replacement Currency SwapSwap pursuant to paragraph (a) and a Settlement Amount is payable by Party A, Party B (either itself or through the Manager) must direct Party A to pay any Settlement Amount payable by Party A to Party B on termination of this Agreement or any Transaction directly to the Replacement Currency Swap provider as payment and to the extent of any premium payable by Party B to enter into the Replacement Currency Swap, in satisfaction of and to the extent of Party A's obligation to pay that part of the Settlement Amount to Party B."

REPLACEMENT CURRENCY SWAP. (a) If this Agreement or any Transaction under this Agreement is terminatedterminated prior to the day upon which the Offshore Notes are repaid in full, Party B must, subject to paragraph (b) and at the direction of the Trust Manager, enter into one or more Currency Swaps currency swaps which replace the Transactions under this Agreement (in a form reasonably satisfactory to Party B)(collectively collectively a "REPLACEMENT CURRENCY SWAP") but only on the following conditions: (i) the Settlement Amount payable (if any) by Party B to Party A upon termination of this Agreement or any Transaction will be paid in full when due in accordance with the Series Supplementary Terms Notice and this Agreement; (ii) the Designated Ratings Agencies confirm that entry into the Replacement Currency Swap by Party B will not cause a Note Downgrade; and (iii) the liability of Party B under the Replacement Currency Swap is limited to at least the same extent that its liability is limited under this Agreement or the relevant Transaction under this Agreement. (b) If the conditions in Section 16(a) are satisfied, Party B must, at the direction of the Trust Manager, enter into the Replacement Currency Swap and if it does so it must direct the Replacement Currency Swap provider Provider to pay any upfront premium to enter into the Replacement Currency Swap due to Party B directly to Party A in satisfaction of and to the extent of Party B's obligation to pay the Settlement Amount to Party A as referred to in Section 16(a) and to the extent that such premium is not greater than or equal to the Settlement Amount, the balance must be satisfied by Party B as an Expense of the Trusta Trust Expense. (c) If the conditions in Section 16(a) are satisfied and Party B has entered into the Replacement Currency Swap, Party B must direct Party A to pay any Settlement Amount payable by Party A to Party B on termination of this Agreement directly to the Replacement Currency Swap provider Provider as payment and of any premium (to the extent of any premium the Settlement Amount) payable by Party B to enter into the Replacement Currency Swap, in satisfaction of and . Such payment by Party A to the extent Replacement Currency Swap Provider shall be in full discharge of Party A's obligation to pay that part make any payment to Party B in respect of the termination of this Agreement and no further amounts shall be due from Party A in respect of such termination. If such premium is greater than the Settlement Amount Amount, the balance must be satisfied by Party B as a Trust Expense payable to Party B.the Replacement Currency Swap Provider in accordance with clause 5.1 of the Supplementary Terms Notice."

REPLACEMENT CURRENCY SWAP. (a) If this Agreement is terminated, Party B must, at the direction of the Trust Manager, may enter into one or more Currency Swaps currency swaps which replace the Transactions under this Agreement (in collectively a form reasonably satisfactory to Party B)(collectively a "REPLACEMENT CURRENCY SWAP"“Replacement Currency Swap”) but only on the following conditions: (i) condition that the Settlement Amount payable (if any) by Party B to Party A upon termination of this Agreement will be paid in full when due in accordance with the Series Notice and this Agreement; (ii) , and in respect of which the Designated Ratings Rating Agencies confirm that the Replacement Currency Swap replacement will not cause a Note Downgrade; and (iii) reduction or withdrawal of the liability rating of Party B under the Replacement Currency Swap is limited to at least the same extent that its liability is limited under this AgreementClass A2a Notes. (b) If the conditions condition in Section 16(a18(a) are is satisfied, Party B must, at the direction of the Trust Manager, may enter into the Replacement Currency Swap and if it does so it must direct the Replacement Currency Swap provider to pay any upfront premium to enter into the Replacement Currency Swap due to Party B directly to Party A in satisfaction of and to the extent of Party B's ’s obligation to pay the Settlement Amount to Party A as referred to in Section 16(a) 18(a), and to the extent that such premium is not greater than or equal to the Settlement Amount, the balance must may be satisfied by Party B as an a Trust Expense of (as defined in the Trust.Series Notice). Cross Currency Swap Class A2a (c) If the conditions in Section 16(a) are satisfied and The obligations of Party B has entered into (and the Replacement Currency Swap, rights of Party A) under this Section 18 constitute separate and independent obligations of Party B must direct (and rights of Party A to pay any A) and shall survive the termination of this Agreement. (d) If a Settlement Amount is payable by Party A to Party B on upon termination of this Agreement directly Agreement, Party B may direct Party A to pay all or part of that amount (but not any greater amount) to the extent required to the Replacement Currency Swap provider as payment and to the extent of any premium payable by Party B to enter into the Replacement Currency Swap, in satisfaction of and to the extent of Party A's B’s obligation to pay that part of any upfront premium to the Settlement Amount Replacement Currency Swap provider to Party B.enter into the Replacement Currency Swap.

REPLACEMENT CURRENCY SWAP. (ab) If this Agreement or any Transaction under this Agreement is terminated, Party B must, at the direction of the Trust Manager, enter into one or more Currency Swaps currency swaps which replace the Transactions under this Agreement (in a form reasonably satisfactory to Party B)(collectively collectively a "REPLACEMENT CURRENCY SWAP") but only on the following conditions: (i) the Settlement Amount payable (if any) by Party B to Party A upon termination of this Agreement or any Transaction will be paid in full when due in accordance with the Series Supplementary Terms Notice and this Agreement; (ii) the Designated Ratings Agencies confirm that the Replacement Currency Swap will not cause a Note Downgradereduction or withdrawal of the ratings of the Notes; and (iii) the liability of Party B under the Replacement Currency Swap is limited to at least the same extent that its liability is limited under this Agreement. (bc) If the conditions in Section 16(a) are satisfied, Party B must, at the direction of the Trust Manager, enter enters into the Replacement Currency Swap and if it does so pursuant to paragraph (a) it must direct the Replacement Currency Swap provider to pay any upfront premium to enter into the Replacement Currency Swap due to Party B directly to Party A in satisfaction of and to the extent of Party B's obligation to pay the Settlement Amount to Party A as referred to in Section 16(a) and to the extent that such premium is not greater than or equal to the Settlement Amount, the balance must be satisfied by Party B as an Expense of the Trusta Trust Expense. (cd) If the conditions in Section 16(a) are satisfied and Party B has entered enters into the a Replacement Currency SwapSwap pursuant to paragraph (a), Party B must direct Party A to pay any Settlement Amount payable by Party A to Party B on termination of this Agreement or any Transaction directly to the Replacement Currency Swap provider as payment and to the extent of any premium payable by Party B to enter into the Replacement Currency Swap, in satisfaction of and to the extent of Party A's obligation to pay that part of the Settlement Amount to Party B.

REPLACEMENT CURRENCY SWAP. (a) If any Transaction under this Agreement which is a Currency Swap is terminated, Party B mustmay, at the direction of the Trust Manager, enter into one or more Currency Swaps currency swaps which replace the Transactions under this Agreement that Transaction (in a form reasonably satisfactory to Party B)(collectively collectively a "REPLACEMENT CURRENCY SWAP") but only on the following conditionsprovided that: (i) the Settlement Amount payable (if any) by Party B Current Rating Authorities in relation to Party A upon termination of this Agreement will be paid the Transaction confirm in full when due in accordance with writing that the Series Notice and this Agreement; (ii) the Designated Ratings Agencies confirm that entry into the Replacement Currency Swap by Party B will not cause result in a Note Downgradereduction, qualification or withdrawal of the credit ratings then assigned by them to the Relevant Notes in relation to the Transaction; and (iiiii) the liability of Party B under the Replacement Currency Swap is limited to at least the same extent that its liability is limited under this Agreementthat Transaction. (b) If Party B enters into a Replacement Currency Swap pursuant to paragraph (a) and a Settlement Amount (or any interest on that Settlement Amount in accordance with Section [6(d)(ii))] is payable by Party B to Party A upon termination of the conditions Transaction referred to in Section 16(a) are satisfiedPart [5(16)(a)], Party B mustmust (unless otherwise agreed between Party A, at Party B and the direction of the Trust Manager, enter into the Replacement Currency Swap and if it does so it must ) direct the Replacement Currency Swap provider to pay any upfront premium to enter into the Replacement Currency Swap due to Party B directly to Party A in satisfaction of and to the extent of Party B's obligation to pay the Settlement Amount (and any interest on that Settlement Amount in accordance with Section [6(d)(ii)]) to Party A as referred to in Section 16(a) A, and to the extent that such premium is not greater than or equal to the Settlement Amount, the balance must may be satisfied by Party B as an Expense Fees and Expenses of the Trustrelevant Sub-Fund. (c) If the conditions in Section 16(a) are satisfied and Party B has entered enters into the a Replacement Currency Swap, Party B must direct Party A Swap pursuant to pay any paragraph (a) and a Settlement Amount (or any interest on that Settlement Amount in accordance with Section [6(d)(ii)]) is payable by Party A to Party B on upon termination of this Agreement directly the Transaction referred to in Part [5(16)(a)], Party B must (unless otherwise agreed between Party A, Party B and the Manager) direct Party A to pay that amount to the Replacement Currency Swap provider as payment in satisfaction of or towards and to the extent of any Party B's obligation (if any) to pay an upfront premium payable by Party B to the Replacement Currency Swap provider to enter into the Replacement Currency Swap, in satisfaction of . (d) The rights and to the extent of Party A's obligation to pay that part obligations of the Settlement Amount to Party B.parties under this Part [5(16)] will survive the termination of this Agreement.

REPLACEMENT CURRENCY SWAP. (a) If this Agreement is terminated, Party B must, at the direction of the Trust Manager, may enter into one or more Currency Swaps currency swaps which replace the Transactions under this Agreement (in collectively a form reasonably satisfactory to Party B)(collectively a "REPLACEMENT CURRENCY SWAP"“Replacement Currency Swap”) but only on the following conditions: (i) condition that the Settlement Amount payable (if any) by Party B to Party A upon termination of this Agreement will be paid in full when due in accordance with the Series Notice and this Agreement; (ii) , and in respect of which the Designated Ratings Rating Agencies confirm that the Replacement Currency Swap replacement will not cause a Note Downgrade; and (iii) reduction or withdrawal of the liability rating of Party B under the Replacement Currency Swap is limited to at least the same extent that its liability is limited under this AgreementClass A1 Notes. (b) If the conditions condition in Section 16(a18(a) are is satisfied, Party B must, at the direction of the Trust Manager, may enter into the Replacement Currency Swap and if it does so it must direct the Replacement Currency Swap provider to pay any upfront premium to enter into the Replacement Currency Swap due to Party B directly to Party A in satisfaction of and to the extent of Party B's ’s obligation to pay the Settlement Amount to Party A as referred to in Section 16(a) 18(a), and to the extent that such premium is not greater than or equal to the Settlement Amount, the balance must may be satisfied by Party B as an a Trust Expense of (as defined in the Trust.Series Notice). Cross Currency Swap Class A2a (c) If the conditions in Section 16(a) are satisfied and The obligations of Party B has entered into (and the Replacement Currency Swap, rights of Party A) under this Section 18 constitute separate and independent obligations of Party B must direct (and rights of Party A to pay any A) and shall survive the termination of this Agreement. (d) If a Settlement Amount is payable by Party A to Party B on upon termination of this Agreement directly Agreement, Party B may direct Party A to pay all or part of that amount (but not any greater amount) to the extent required to the Replacement Currency Swap provider as payment and to the extent of any premium payable by Party B to enter into the Replacement Currency Swap, in satisfaction of and to the extent of Party A's B’s obligation to pay that part of any upfront premium to the Settlement Amount Replacement Currency Swap provider to Party B.enter into the Replacement Currency Swap.

REPLACEMENT CURRENCY SWAP. (a) If this Agreement is terminated, Party B must, at the direction of the Trust Manager, enter into one or more Currency Swaps currency swaps which replace the Transactions under this Agreement (in a form reasonably satisfactory to Party B)(collectively a "REPLACEMENT CURRENCY SWAP") but only on the following conditions: (i) the Settlement Amount payable (if any) by Party B to Party A upon termination of this Agreement will be paid in full when due in accordance with the Series Notice and this Agreement; (ii) the Designated Ratings Agencies confirm that the Replacement Currency Swap will not cause a Note Downgradereduction or withdrawal of the rating of the Class A2 Notes; and (iii) the liability of Party B under the Replacement Currency Swap is limited to at least the same extent that its liability is limited under this Agreement. (b) If the conditions in Section 16(a) are satisfied, Party B must, at the direction of the Trust Manager, enter into the Replacement Currency Swap and if it does so it must direct the Replacement Currency Swap provider to pay any upfront premium to enter into the Replacement Currency Swap due to Party B directly to Party A in satisfaction of and to the extent of Party B's obligation to pay the Settlement Amount to Party A as referred to in Section 16(a) and to the extent that such premium is not greater than or equal to the Settlement Amount, the balance must be satisfied by Party B as an Expense of the Trust. (c) If the conditions in Section 16(a) are satisfied and Party B has entered into the Replacement Currency Swap, Party B must direct Party A to pay any Settlement Amount payable by Party A to Party B on termination of this Agreement directly to the Replacement Currency Swap provider as payment and to the extent of any premium payable by Party B to enter into the Replacement Currency Swap, in satisfaction of and to the extent of Party A's obligation to pay that part of the Settlement Amount to Party B.

REPLACEMENT CURRENCY SWAP. (a) If this Agreement or any Transaction under this Agreement is terminatedterminated prior to the day upon which the Class A-1 Notes are repaid in full, Party B must, subject to paragraph (b) and at the direction of the Trust Manager, enter into one or more Currency Swaps currency swaps which replace the Transactions under this Agreement (in a form reasonably satisfactory to Party B)(collectively collectively a "REPLACEMENT CURRENCY SWAPReplacement Currency Swap") but only on the following conditions: (i) the Settlement Amount amount payable (if any) by Party B to Party A upon termination of this Agreement or any Transaction (the "Termination Amount") will be paid in full when due in accordance with the Series Supplementary Terms Notice and this Agreement; (ii) the Designated Ratings Agencies confirm that entry into the Replacement Currency Swap by Party B will not cause a Note Downgrade; and (iii) the liability of Party B under the Replacement Currency Swap is limited to at least the same extent that its liability is limited under this Agreement or the relevant Transaction under this Agreement. (b) If the conditions in Section 16(a) are satisfied, Party B must, at the direction of the Trust Manager, enter into the Replacement Currency Swap and if it does so it must direct the Replacement Currency Swap provider Provider to pay any upfront premium to enter into the Replacement Currency Swap due to Party B directly to Party A in satisfaction of and to the extent of Party B's obligation to pay the Settlement Termination Amount to Party A as referred to in Section 16(a) and to the extent that such premium is not greater than or equal to the Settlement Termination Amount, the balance must be satisfied by Party B as an Expense of the Trusta Trust Expense. (c) If the conditions in Section 16(a) are satisfied and Party B has entered into the Replacement Currency Swap, Party B must direct Party A to pay any Settlement Termination Amount payable by Party A to Party B on termination of this Agreement directly to the Replacement Currency Swap provider Provider as payment and of any premium (to the extent of any premium the Termination Amount) payable by Party B to enter into the Replacement Currency Swap, in satisfaction of and . Such payment by Party A to the extent Replacement Currency Swap Provider shall be in full discharge of Party A's obligation to pay that part make any payment to Party B in respect of the Settlement Amount termination of this Agreement and no further amounts shall be due from Party A in respect of such termination. If such premium is greater than the Termination Amount, the balance must be satisfied by Party B as a Trust Expense payable to Party B.the Replacement Currency Swap Provider in accordance with clause 5.1 of the Supplementary Terms Notice."

REPLACEMENT CURRENCY SWAP. (a) If this Agreement or any Transaction under this Agreement is terminatedterminated prior to the day upon which the [Class A-1] Notes are repaid in full, Party B must, subject to paragraph (b) and at the direction of the Trust Manager, enter into one or more Currency Swaps currency swaps which replace the Transactions under this Agreement (in a form reasonably satisfactory to Party B)(collectively collectively a "REPLACEMENT CURRENCY SWAP") but only on the following conditions: (i) the Settlement Amount payable (if any) by Party B to Party A upon termination of this Agreement or any Transaction will be paid in full when due in accordance with the Series Supplementary Terms Notice and this Agreement; (ii) the Designated Ratings Agencies confirm that entry into the Replacement Currency Swap by Party B will not cause a Note Downgrade; and (iii) the liability of Party B under the Replacement Currency Swap is limited to at least the same extent that its liability is limited under this Agreement or the relevant Transaction under this Agreement. (b) If the conditions in Section 16(a) are satisfied, Party B must, at the direction of the Trust Manager, enter into the Replacement Currency Swap and if it does so it must direct the Replacement Currency Swap provider Provider to pay any upfront premium to enter into the Replacement Currency Swap due to Party B directly to Party A in satisfaction of and to the extent of Party B's obligation to pay the Settlement Amount to Party A as referred to in Section 16(a) and to the extent that such premium is not greater than or equal to the Settlement Amount, the balance must be satisfied by Party B as an Expense of the Trusta Trust Expense. (c) If the conditions in Section 16(a) are satisfied and Party B has entered into the Replacement Currency Swap, Party B must direct Party A to pay any Settlement Amount payable by Party A to Party B on termination of this Agreement directly to the Replacement Currency Swap provider Provider as payment and of any premium (to the extent of any premium the Settlement Amount) payable by Party B to enter into the Replacement Currency Swap, in satisfaction of and . Such payment by Party A to the extent Replacement Currency Swap Provider shall be in full discharge of Party A's obligation to pay that part make any payment to Party B in respect of the termination of this Agreement and no further amounts shall be due from Party A in respect of such termination. If such premium is greater than the Settlement Amount Amount, the balance must be satisfied by Party B as a Trust Expense payable to Party B.the Replacement Currency Swap Provider in accordance with clause 5.1 of the Supplementary Terms Notice."