Common use of Replacement of Swap Counterparty Clause in Contracts

Replacement of Swap Counterparty. In the event that the Trustee, on behalf of the Supplemental Interest Trust, and at the direction of the Depositor, enters into a replacement interest rate swap agreement with a replacement swap counterparty (the "Replacement Swap Counterparty"), then (a) to the extent that the Supplemental Interest Trust would be required to make a Swap Termination Payment to the Swap Counterparty and (b) to the extent the Replacement Swap Counterparty pays to assume the rights and obligations of the Swap Counterparty under the Swap Agreement (the "Replacement Payment"), the Trustee, on behalf of the Supplemental Interest Trust, and the Swap Counterparty agree that such Replacement Payment shall be paid to the Swap Counterparty and shall, only to the extent actually paid by the Replacement Swap Counterparty to the Swap Counterparty, constitute satisfaction in full of the obligations of the Supplemental Interest Trust to the Swap Counterparty in respect of the assignment of the outstanding transaction under the Swap Agreement to the Replacement Swap Counterparty or the replacement of such transaction with the Replacement Swap Counterparty. In addition, upon termination of the Swap Counterparty and to the extent that the Swap Counterparty would be required to make a Swap Termination Payment to the Supplemental Interest Trust, such Swap Termination Payment shall be deposited into the Supplement Interest Account and shall be used to make any upfront payment required to be made to a Replacement Swap Counterparty. Notwithstanding anything to the contrary contained herein, in the event that a replacement swap agreement is not obtained within 30 days after receipt by the Trustee of the Swap Termination Payment paid by the terminated Swap Counterparty, the Trustee shall deposit such Swap Termination Payment into the Supplemental Interest Account and the Trustee shall, on each Distribution Date, withdraw from such Supplemental Interest Account, an amount equal to the Net Counterparty Payment, if any, that would have been paid to the Supplemental Interest Trust by the original Swap Provider (computed in accordance with the terms of the original Swap Agreement) and distribute such amount in accordance with Section 4.02(h) of this Agreement.

Replacement of Swap Counterparty. In the event that the Trustee, on behalf of the Supplemental Interest Trust, and at the direction of the Depositor, enters into a replacement interest rate swap agreement with a replacement swap counterparty (the "Replacement Swap Counterparty"), then (a) to the extent that the Supplemental Interest Trust would be required to make a Swap Termination Payment to the Swap Counterparty and (b) to the extent the Replacement Swap Counterparty pays to assume the rights and obligations of the Swap Counterparty under the Swap Agreement (the "Replacement Payment"), the Trustee, on behalf of the Supplemental Interest Trust, and the Swap Counterparty agree that such Replacement Payment shall be paid to the Swap Counterparty directly and shall, only to the extent actually paid by the Replacement Swap Counterparty to the Swap Counterparty, constitute satisfaction in full of the obligations of the Supplemental Interest Trust to the Swap Counterparty in respect of the assignment of the outstanding transaction under the Swap Agreement to the Replacement Swap Counterparty or the replacement of such transaction with the Replacement Swap Counterparty. In addition, upon termination of the transaction under the Swap Counterparty Agreement and to the extent that the Swap Counterparty would be required to make a Swap Termination Payment to the Supplemental Interest Trust, such Swap Termination Payment shall be deposited into the Supplement Interest Account and shall be used to make any upfront payment required to be made to a Replacement Swap Counterparty. Notwithstanding anything to the contrary contained herein, in the event that a replacement swap agreement is not obtained within 30 days after receipt by the Trustee of the Swap Termination Payment paid by the terminated Swap Counterparty, the Trustee shall deposit such Swap Termination Payment into the Supplemental Interest Account and the Trustee shall, on each Distribution Date, withdraw from such Supplemental Interest Account, an amount equal to the Net Counterparty Payment, if any, that would have been paid to the Supplemental Interest Trust by the original Swap Provider (computed in accordance with the terms of the original Swap Agreement) and distribute such amount in accordance with Section 4.02(h) 4.10 of this Agreement.

Replacement of Swap Counterparty. In the event that the Trustee, on behalf of the Supplemental Interest Trust, and at the direction of the Depositor, enters into a replacement interest rate swap agreement with a replacement swap counterparty (the "Replacement Swap Counterparty"), then (a) to the extent that the Supplemental Interest Trust would be required to make a Swap Termination Payment to the Swap Counterparty and (b) to the extent the Replacement Swap Counterparty pays to assume the rights and obligations of the Swap Counterparty under the Swap Agreement (the "Replacement Payment"), the Trustee, on behalf of the Supplemental Interest Trust, and the Swap Counterparty agree that such Replacement Payment shall be paid to the Swap Counterparty directly and shall, only to the extent actually paid by the Replacement Swap Counterparty to the Swap Counterparty, constitute satisfaction in full of the obligations of the Supplemental Interest Trust to the Swap Counterparty in respect of the assignment of the outstanding transaction under the Swap Agreement to the Replacement Swap Counterparty or the replacement of such transaction with the Replacement Swap Counterparty. In addition, upon termination of the transaction under the Swap Counterparty Agreement and to the extent that the Swap Counterparty would be required to make a Swap Termination Payment to the Supplemental Interest Trust, such Swap Termination Payment shall be deposited into the Supplement Interest Account and shall be used to make any upfront payment required to be made to a Replacement Swap Counterparty. The Trustee shall have no responsibility with respect to the choice of a Replacement Swap Counterparty or the negotiation of a replacement Swap Agreement. Notwithstanding anything to the contrary contained herein, in the event that a replacement swap agreement is not obtained within 30 days after receipt by the Trustee of the Swap Termination Payment paid by the terminated Swap Counterparty, the Trustee shall deposit such Swap Termination Payment into the Supplemental Interest Account and the Trustee shall, on each Distribution Date, withdraw from such Supplemental Interest Account, an amount equal to the Net Counterparty Payment, if any, that would have been paid to the Supplemental Interest Trust by the original Swap Provider (computed in accordance with the terms of the original Swap Agreement) and distribute such amount in accordance with Section 4.02(h) 4.10 of this Agreement.

Replacement of Swap Counterparty. In the event that the Trustee, on behalf of the Supplemental Interest Trust, and at the direction of the Depositor, enters into a replacement interest rate swap agreement with a replacement swap counterparty (the "Replacement Swap Counterparty"), then (a) to the extent that the Supplemental Interest Trust would be required to make a Swap Termination Payment to the Swap Counterparty and (b) to the extent the Replacement Swap Counterparty pays to assume the rights and obligations of the Swap Counterparty under the Swap Agreement (the "Replacement Payment"), the Trustee, on behalf of the Supplemental Interest Trust, and the Swap Counterparty agree that such Replacement Payment shall be paid to the Swap Counterparty directly and shall, only to the extent actually paid by the Replacement Swap Counterparty to the Swap Counterparty, constitute satisfaction in full of the obligations of the Supplemental Interest Trust to the Swap Counterparty in respect of the assignment of the outstanding transaction under the Swap Agreement to the Replacement Swap Counterparty or the replacement of such transaction with the Replacement Swap Counterparty. In addition, upon termination of the transaction under the Swap Counterparty Agreement and to the extent that the Swap Counterparty would be required to make a Swap Termination Payment to the Supplemental Interest Trust, such Swap Termination Payment shall be deposited into the Supplement Interest Account and shall be used to make any upfront payment required to be made to a Replacement Swap Counterparty. The Trustee shall have no responsibility with respect to the selection of a Replacement Swap Counterparty or the negotiation of a replacement Swap Agreement. Notwithstanding anything to the contrary contained herein, in the event that a replacement swap agreement is not obtained within 30 days after receipt by the Trustee Trust Administrator of the Swap Termination Payment paid by the terminated Swap Counterparty, the Trustee Trust Administrator shall deposit such Swap Termination Payment into the Supplemental Interest Account and the Trustee Trust Administrator shall, on each Distribution Date, withdraw from such Supplemental Interest Account, an amount equal to the Net Counterparty Payment, if any, that would have been paid to the Supplemental Interest Trust by the original Swap Provider (computed in accordance with the terms of the original Swap Agreement) and distribute such amount in accordance with Section 4.02(h) 4.10 of this Agreement.

Replacement of Swap Counterparty. In the event that the Trustee, on behalf of the Supplemental Interest Trust, and at the direction of the Depositor, enters into a replacement interest rate swap agreement with a replacement swap counterparty (the "Replacement Swap Counterparty"), then (a) to the extent that the Supplemental Interest Trust would be required to make a Swap Termination Payment to the Swap Counterparty and (b) to the extent the Replacement Swap Counterparty pays to assume the rights and obligations of the Swap Counterparty under the Swap Agreement (the "Replacement Payment"), the Trustee, on behalf of the Supplemental Interest Trust, and the Swap Counterparty agree that such Replacement Payment shall be paid to the Swap Counterparty and shall, only to the extent actually paid by the Replacement Swap Counterparty to the Swap Counterparty, constitute satisfaction in full of the obligations of the Supplemental Interest Trust to the Swap Counterparty in respect of the assignment of the outstanding transaction under the Swap Agreement to the Replacement Swap Counterparty or the replacement of such transaction with the Replacement Swap Counterparty. In addition, upon termination of the Swap Counterparty and to the extent that the Swap Counterparty would be required to make a Swap Termination Payment to the Supplemental Interest Trust, such Swap Termination Payment shall be deposited into the Supplement Interest Account and shall be used to make any upfront payment required to be made to a Replacement Swap Counterparty. Notwithstanding anything to the contrary contained herein, in the event that a replacement swap agreement is not obtained within 30 days after receipt by the Trustee Master Servicer of the Swap Termination Payment paid by the terminated Swap Counterparty, the Trustee Master Servicer shall deposit such Swap Termination Payment into the Supplemental Interest Account and the Trustee Master Servicer shall, on each Distribution Date, withdraw from such Supplemental Interest Account, an amount equal to the Net Counterparty Payment, if any, that would have been paid to the Supplemental Interest Trust by the original Swap Provider (computed in accordance with the terms of the original Swap Agreement) and distribute such amount in accordance with Section 4.02(h) 4.10 of this Agreement.

Replacement of Swap Counterparty. In the event that the Trustee, on behalf of the Supplemental Interest Trust, and at the direction of the Depositor, enters into a replacement interest rate swap agreement with a replacement swap counterparty (the "Replacement Swap Counterparty"), then (a) to the extent that the Supplemental Interest Trust would be required to make a Swap Termination Payment to the Swap Counterparty and (b) to the extent the Replacement Swap Counterparty pays to assume the rights and obligations of the Swap Counterparty under the Swap Agreement (the "Replacement Payment"), the Trustee, on behalf of the Supplemental Interest Trust, and the Swap Counterparty agree that such Replacement Payment shall be paid to the Swap Counterparty and shall, only to the extent actually paid by the Replacement Swap Counterparty to the Swap Counterparty, constitute satisfaction in full of the obligations of the Supplemental Interest Trust to the Swap Counterparty in respect of the assignment of the outstanding transaction under the Swap Agreement to the Replacement Swap Counterparty or the replacement of such transaction with the Replacement Swap Counterparty. In addition, upon termination of the Swap Counterparty and to the extent that the Swap Counterparty would be required to make a Swap Termination Payment to the Supplemental Interest Trust, such Swap Termination Payment shall be deposited into the Supplement Interest Account and shall be used to make any upfront payment required to be made to a Replacement Swap Counterparty. Notwithstanding anything to the contrary contained herein, in the event that a replacement swap agreement is not obtained within 30 days after receipt by the Trustee of the Swap Termination Payment paid by the terminated Swap Counterparty, the Trustee shall deposit such Swap Termination Payment into the Supplemental Interest Account and the Trustee shall, on each Distribution Date, withdraw from such Supplemental Interest Account, an amount equal to the Net Counterparty Swap Payment, if any, that would have been paid to the Supplemental Interest Trust by the original Swap Provider Counterparty (computed in accordance with the terms of the original Swap Agreement) and distribute such amount in accordance with Section 4.02(h4.10(b) of this Agreement.

Replacement of Swap Counterparty. In (i) Upon a termination event or event of default under any Class A-4 Swap Agreement, the event Certificate Issuer shall appoint a recognized swap dealer that the Trustee, on behalf is a member of the Supplemental Interest TrustInternational Swaps and Derivatives Association, Inc., with capital and surplus of at the direction of the Depositor, enters into a replacement interest rate swap agreement with a replacement swap counterparty least $50 million (the "Swap Agent"), to independently solicit, for a period not exceeding 30 days, a replacement Class A-4 Swap Counterparty (a "Replacement Swap Counterparty"), then (a) to who shall not be the extent that Swap Agent or an Affiliate thereof. During such 30-day period, the Supplemental Interest Trust would Swap Agent shall be required to make identify a Qualified Replacement Counterparty, or if a Qualified Replacement Counterparty cannot be found, the Swap Termination Payment Agent shall be required to identify the highest rated Replacement Counterparty available that is approved by the Holders of at least 66 2/3% of the Outstanding Amount of the Class A-4 Certificates (an "Approved Replacement Counterparty"). In any case, if there is more than one available Qualified Replacement Counterparty or Approved Replacement Counterparty, as applicable, with the same credit rating, the Swap Agent shall select that prospective Qualified Replacement Counterparty or Approved Replacement Counterparty, as applicable, offering the terms with the lowest all-in cost to the Certificate Issuer. (ii) If the Swap Agent is successful in identifying a Qualified Replacement Counterparty and (b) to or Approved Replacement Counterparty, upon the extent the Replacement Swap Counterparty pays to assume the rights and obligations termination of the Class A-4 Swap Counterparty under Agreement, the Certificate Issuer shall execute a replacement Class A-4 Swap Agreement (with such Replacement Counterparty having substantially the "Replacement Payment")same terms as the Class A-4 Swap Agreement being replaced, the Trustee, on behalf effective as of the Supplemental Interest Trust, and the Swap Counterparty agree that Distribution Date immediately succeeding such execution. Any amounts paid by such Replacement Payment Counterparty in connection with its entering into such replacement Class A-4 Swap Agreement shall be paid to the terminated Class A-4 Swap Counterparty and shall, only (to the extent actually of any termination payment paid to the Certificate Issuer by the Replacement Swap Counterparty). (iii) If a Qualified Replacement Counterparty to or an Approved Replacement Counterparty has not been obtained, the Swap Counterparty, constitute satisfaction in full of the obligations of the Supplemental Interest Trust to the Swap Counterparty in respect of the assignment of the outstanding transaction under the Swap Agreement to the Replacement Swap Counterparty or the replacement of such transaction with the Replacement Swap Counterparty. In addition, upon termination of the Swap Counterparty and to the extent that the Swap Counterparty would Agent shall be required to make renew such search every three months thereafter until a Qualified Replacement Counterparty or Approved Replacement Counterparty has been identified and approved and a replacement Class A-4 Swap Termination Payment to Agreement has been entered into in the Supplemental Interest Trust, such Swap Termination Payment shall be deposited into the Supplement Interest Account manner set forth in clauses (i) and shall be used to make (ii) above. Upon termination or assignment of any upfront payment required to be made to a Replacement Swap Counterparty's rights and powers, pursuant to any Swap Agreement, the Certificate Trustee shall promptly inform the Certificate Issuer, the Holders of the related Class and the Rating Agencies of such termination or assignment. Notwithstanding anything to the contrary contained herein, in the event that As soon as a replacement swap agreement Swap Counterparty is not obtained within 30 days after receipt by appointed, the Trustee Certificate Issuer shall notify the Certificate Trustee, the Holders of the Swap Termination Payment paid by related Class and the terminated Rating Agencies of such appointment, specifying in such notice the name and address of such replacement Swap Counterparty, the Trustee shall deposit such Swap Termination Payment into the Supplemental Interest Account and the Trustee shall, on each Distribution Date, withdraw from such Supplemental Interest Account, an amount equal to the Net Counterparty Payment, if any, that would have been paid to the Supplemental Interest Trust by the original Swap Provider (computed in accordance with the terms of the original Swap Agreement) and distribute such amount in accordance with Section 4.02(h) of this Agreement.

Replacement of Swap Counterparty. In the event that the Trustee, on behalf of the Supplemental Interest Trust, and at the direction of the Depositor, enters into a replacement interest rate swap agreement with a replacement swap counterparty (the "Replacement Swap Counterparty"), then (a) to the extent that the Supplemental Interest Trust would be required to make a Swap Termination Payment to the Swap Counterparty and (b) to the extent the Replacement Swap Counterparty pays to assume the rights and obligations of the Swap Counterparty under the Swap Agreement (the "Replacement Payment"), the Trustee, on behalf of the Supplemental Interest Trust, and the Swap Counterparty agree that such Replacement Payment shall be paid to the Swap Counterparty directly and shall, only to the extent actually paid by the Replacement Swap Counterparty to the Swap Counterparty, constitute satisfaction in full of the obligations of the Supplemental Interest Trust to the Swap Counterparty in respect of the assignment of the outstanding transaction under the Swap Agreement to the Replacement Swap Counterparty or the replacement of such transaction with the Replacement Swap Counterparty. In addition, upon termination of the transaction under the Swap Counterparty Agreement and to the extent that the Swap Counterparty would be required to make a Swap Termination Payment to the Supplemental Interest Trust, such Swap Termination Payment shall be deposited into the Supplement Interest Account and shall be used to make any upfront payment required to be made to a Replacement Swap Counterparty. Notwithstanding anything to the contrary contained herein, in the event that a replacement swap agreement is not obtained within 30 days after receipt by the Trustee Master Servicer of the Swap Termination Payment paid by the terminated Swap Counterparty, the Trustee Master Servicer shall deposit such Swap Termination Payment into the Supplemental Interest Account and the Trustee Master Servicer shall, on each Distribution Date, withdraw from such Supplemental Interest Account, an amount equal to the Net Counterparty Payment, if any, that would have been paid to the Supplemental Interest Trust by the original Swap Provider (computed in accordance with the terms of the original Swap Agreement) and distribute such amount in accordance with Section 4.02(h) 4.10 of this Agreement.

Replacement of Swap Counterparty. In (i) Upon a termination event or event of default under any Class A-4 Swap Agreement caused by the event Class A-4 Swap Counterparty, the Certificate Issuer shall appoint a recognized swap dealer that the Trustee, on behalf is a member of the Supplemental Interest TrustInternational Swaps and Derivatives Association, Inc., with capital and surplus of at the direction of the Depositor, enters into a replacement interest rate swap agreement with a replacement swap counterparty least $50 million (the "Swap Agent"), to independently solicit, for a period not exceeding 30 days, a replacement Class A-4 Swap Counterparty (a "Replacement Swap Counterparty"), then (a) to who shall not be the extent that Swap Agent or an Affiliate thereof. During such 30-day period, the Supplemental Interest Trust would Swap Agent shall be required to make identify a Qualified Replacement Counterparty, or if a Qualified Replacement Counterparty cannot be found, the Swap Termination Payment Agent shall be required to identify the highest rated Replacement Counterparty available that is approved by the Holders of at least 66 2/3% of the Outstanding Amount of the Class A-4 Certificates (an "Approved Replacement Counterparty"). In any case, if there is more than one available Qualified Replacement Counterparty or Approved Replacement Counterparty, as applicable, with the same credit rating, the Swap Agent shall select that prospective Qualified Replacement Counterparty or Approved Replacement Counterparty, as applicable, offering the terms with the lowest all-in cost to the Certificate Issuer. (ii) If the Swap Agent is successful in identifying a Qualified Replacement Counterparty and (b) to or Approved Replacement Counterparty, upon the extent the Replacement Swap Counterparty pays to assume the rights and obligations termination of the Class A-4 Swap Agreement, the Certificate Issuer shall execute a replacement Class A-4 Swap Agreement with such Replacement Counterparty having substantially the same terms as the Class A-4 Swap Agreement being replaced, effective as of the Distribution Date immediately succeeding such execution. Any up-front amounts paid by such Replacement Counterparty (net of any expenses of the Certificate Issuer or the Certificate Trustee which may be reimbursable under the Class A-4 Swap Agreement) in connection with its entering into such replacement Class A-4 Swap Agreement (the "Replacement Payment"), the Trustee, on behalf of the Supplemental Interest Trust, and the Swap Counterparty agree that such Replacement Payment shall be paid to the terminated Class A-4 Swap Counterparty. (iii) If a Qualified Replacement Counterparty and shallor an Approved Replacement Counterparty has not been obtained, only to the extent actually paid Certificate Issuer shall terminate the Class A-4 Swap Agreement unless otherwise directed by 66 2/3% of the Replacement Swap Counterparty to Outstanding Amount of the Class A-4 Certificates in which event the Swap Counterparty, constitute satisfaction in full of the obligations of the Supplemental Interest Trust to the Swap Counterparty in respect of the assignment of the outstanding transaction under the Swap Agreement to the Replacement Swap Counterparty or the replacement of such transaction with the Replacement Swap Counterparty. In addition, upon termination of the Swap Counterparty and to the extent that the Swap Counterparty would Agent may be required to make renew such search every three months thereafter until a Qualified Replacement Counterparty or Approved Replacement Counterparty has been identified and approved and a replacement Class A-4 Swap Termination Payment to Agreement has been entered into in the Supplemental Interest Trust, such Swap Termination Payment shall be deposited into the Supplement Interest Account manner set forth in clauses (i) and shall be used to make (ii) above. Upon termination or assignment of any upfront payment required to be made to a Replacement Swap Counterparty's rights and powers, pursuant to any Swap Agreement, the Certificate Trustee shall promptly inform the Certificate Issuer, the Holders of the related Class and the Rating Agencies of such termination or assignment. Notwithstanding anything to the contrary contained herein, in the event that As soon as a replacement swap agreement Swap Counterparty is not obtained within 30 days after receipt by appointed, the Trustee Certificate Issuer shall notify the Certificate Trustee, the Holders of the Swap Termination Payment paid by related Class and the terminated Rating Agencies of such appointment, specifying in such notice the name and address of such replacement Swap Counterparty, the Trustee shall deposit such Swap Termination Payment into the Supplemental Interest Account and the Trustee shall, on each Distribution Date, withdraw from such Supplemental Interest Account, an amount equal to the Net Counterparty Payment, if any, that would have been paid to the Supplemental Interest Trust by the original Swap Provider (computed in accordance with the terms of the original Swap Agreement) and distribute such amount in accordance with Section 4.02(h) of this Agreement.