Common use of Replacement Policy Clause in Contracts

Replacement Policy. In the event of a Credit Enhancer Default or if the claims paying ability rating of the Credit Enhancer is downgraded and such downgrade results in a downgrading of the then current rating of the Investor Certificates (in each case, a "Replacement Event"), the Depositor may, in accordance with and upon satisfaction of the conditions set forth in the Policy, including, without limitation, payment in full of all amounts owed to the Credit Enhancer, but shall not be required to, substitute a new surety bond or surety bonds for the existing Policy, provided, however, that in each case the Investor Certificates shall be rated no lower than the rating assigned by each Rating Agency to the Investor Certificates immediately prior to such Replacement Event and that such new surety bond will qualify as a "similar commercially available credit enhancement contract" within the meaning of Treas. Reg. Section 1.1001-3(e)(4)(iv)(B). It shall be a condition to substitution of any new credit enhancement that there be delivered to the Trustee a legal opinion, acceptable in form and substance to the Trustee, from counsel to the provider of such new credit enhancement with respect to the enforceability thereof and such other matters as the Trustee may require. Upon receipt of the items referred to above and the taking of physical possession of the new credit enhancement, the Trustee shall, within five Business Days following receipt of such items and such taking of physical possession, deliver the replaced Policy to the Credit Enhancer. Any other form of credit enhancement may also be substituted for the Policy upon the occurrence of a Replacement Event, provided, however, that the Trustee receives an Opinion of Counsel to the effect that such substitution will not be treated as a significant modification within the meaning of Treas. Reg. Section 1.1001-3.

Replacement Policy. In the event of If a Credit Enhancer Default occurs or if the claims claims-paying ability rating of the Credit Enhancer is downgraded and such downgrade results in a downgrading of the then current rating of the Investor Certificates (in each case, a "Replacement Event")downgraded, the Depositor may, in accordance with and upon satisfaction of the conditions set forth in the Policy, including, without limitation, payment in full of all amounts owed to the Credit Enhancer, but shall not be required to, substitute a new surety bond or surety bonds for the existing Policy, provided, however, that in each case the Investor Certificates shall be rated no lower than the rating assigned by each Rating Agency to the Investor Certificates immediately prior to such Replacement Event Credit Enhancer Default or downgrade and that such new surety bond will qualify as a "similar commercially available credit enhancement contract" within the meaning of Treas. Reg. Section ss. 1.1001-3(e)(4)(iv)(B). It shall be a condition to substitution of any new credit enhancement that there be delivered to the Trustee a legal opinion, acceptable in form and substance to the Trustee, from counsel to the provider of such new credit enhancement with respect to the enforceability thereof and such other matters as the Trustee may require. Upon receipt of the items referred to above and the taking of physical possession of the new credit enhancement, the Trustee shall, within five [five] Business Days following receipt of such items and such taking of physical possession, deliver the replaced Policy to the Credit Enhancer. Any other form of credit enhancement may also be substituted for the Policy upon the occurrence of a Replacement EventCredit Enhancer Default or downgrade, provided, however, that the Trustee receives an Opinion of Counsel to the effect that such substitution will not be treated as a significant modification within the meaning of Treas. Reg. Section ss. 1.1001-3.]

Replacement Policy. In the event of a Credit Enhancer ------------------ Default or if the claims paying ability rating of the Credit Enhancer is downgraded and such downgrade results in a downgrading of the then current rating of the Investor Certificates (in each case, a "Replacement Event"), the Depositor may, in accordance with and upon satisfaction of the conditions set forth in the Policy, including, without limitation, payment in full of all amounts owed to the Credit Enhancer, but shall not be required to, substitute a new surety bond or surety bonds for the existing Policy, provided, however, that in each case the Investor Certificates shall be rated no lower than the rating assigned by each Rating Agency to the Investor Certificates immediately prior to such Replacement Event and that such new surety bond will qualify as a "similar commercially available credit enhancement contract" within the meaning of Treas. Reg. Section 1.1001-3(e)(4)(iv)(B). It shall be a condition to substitution of any new credit enhancement that there be delivered to the Trustee a legal opinion, acceptable in form and substance to the Trustee, from counsel to the provider of such new credit enhancement with respect to the enforceability thereof and such other matters as the Trustee may require. Upon receipt of the items referred to above and the taking of physical possession of the new credit enhancement, the Trustee shall, within five Business Days following receipt of such items and such taking of physical possession, deliver the replaced Policy to the Credit Enhancer. Any other form of credit enhancement may also be substituted for the Policy upon the occurrence of a Replacement Event, provided, however, that the Trustee receives an Opinion of Counsel to the effect that such substitution will not be treated as a significant modification within the meaning of Treas. Reg. Section 1.1001-3.

Replacement Policy. In the event of If a Credit Enhancer Default or if occurs the claims paying ability Depositor may substitute a new insurance policy for the existing Policy so long as (i) the new rating of the Credit Enhancer is downgraded and such downgrade results in a downgrading of the Notes would be an improvement over their then current rating of rating, (ii) the Investor Certificates (in each case, a "Replacement Event"), the Depositor may, in accordance with and upon satisfaction of the conditions set forth in the Policy, including, without limitation, payment in full of all amounts owed to the Credit Enhancer, but shall not be required to, substitute a new surety bond or surety bonds for the existing Policy, provided, however, that in each case the Investor Certificates shall be rated no lower than the rating assigned by each Rating Agency to the Investor Certificates immediately prior to such Replacement Event and that such new surety bond insurance policy will qualify as a "similar commercially available credit enhancement contract" within the meaning of Treas. Reg. Section ss. 1.1001-3(e)(4)(iv)(B), (iii) the Credit Enhancer shall have failed to cure such Credit Enhancer Default within 10 Business Days following its receipt of written notice of such Credit Enhancer Default, and (iv) the Rating Agency Condition is satisfied. It shall be a condition to substitution of any No new credit enhancement that there may be delivered to substituted, however, unless the Indenture Trustee receives a legal opinion, acceptable in form and substance to the Indenture Trustee, from counsel to the provider of such the new credit enhancement with respect to the its enforceability thereof and such any other matters as the Indenture Trustee may requirereasonably requires. Upon receipt of Within five Business Days after the items referred to above and the taking of Indenture Trustee takes physical possession of the new credit enhancementenhancement and the opinion of counsel, it will 1. 1001-3 and provided that the requirements of clauses (iii) and (iv) are met. Notwithstanding the foregoing, the Trustee shall, within five Business Days following receipt substitution of such items and such taking new credit enhancement shall not affect the rights of physical possession, deliver the replaced Credit Enhancer to receive payments of any amounts due to it or reimbursement for any draws made on the Policy or any other amounts owed to the Credit Enhancer. Any other form of credit enhancement may also be substituted for , in each case pursuant to this Indenture and the Policy upon the occurrence of a Replacement Event, provided, however, that the Trustee receives an Opinion of Counsel to the effect that such substitution will not be treated as a significant modification within the meaning of Treas. Reg. Section 1.1001-3Insurance Agreement.

Replacement Policy. In the event of a Credit Enhancer ------------------ Default or if the claims paying ability rating of the Credit Enhancer is downgraded and such downgrade results in a downgrading of the then current rating of the Investor Certificates (in each case, a "Replacement Event"), the ----------------- Depositor may, in accordance with and upon satisfaction of the conditions set forth in the Policy, including, without limitation, payment in full of all amounts owed to the Credit Enhancer, but shall not be required to, substitute a new surety bond or surety bonds for the existing Policy, provided, however, -------- ------- that in each case the Investor Certificates shall be rated no lower than the rating assigned by each Rating Agency to the Investor Certificates immediately prior to such Replacement Event and that such new surety bond will qualify as a "similar commercially available credit enhancement contract" within the meaning of Treas. Reg. Section ss. 1.1001-3(e)(4)(iv)(B). It shall be a condition to substitution of any new credit enhancement that there be delivered to the Trustee a legal opinion, acceptable in form and substance to the Trustee, from counsel to the provider of such new credit enhancement with respect to the enforceability thereof and such other matters as the Trustee may require. Upon receipt of the items referred to above and the taking of physical possession of the new credit enhancement, the Trustee shall, within five Business Days following receipt of such items and such taking of physical possession, deliver the replaced Policy to the Credit Enhancer. Any other form of credit enhancement may also be substituted for the Policy upon the occurrence of a Replacement Event, provided, however, that the Trustee receives an Opinion of -------- ------- Counsel to the effect that such substitution will not be treated as a significant modification within the meaning of Treas. Reg. Section ss. 1.1001-3.

Replacement Policy. In the event of a Credit Enhancer Default or if the claims paying ability rating of the Credit Enhancer is downgraded and such downgrade results in a downgrading of the then current rating of the Investor Certificates (in each case, a "Replacement Event"), the Depositor may, in accordance with and upon satisfaction of the conditions set forth in the Policy, including, without limitation, payment in full of all amounts owed to the Credit Enhancer, but shall not be required to, substitute a new surety bond or surety bonds for the existing Policy, provided, however, provided that in each case the Investor Certificates shall be rated no lower than the rating assigned by each Rating Agency to the Investor Certificates immediately prior to such Replacement Event and that such new surety bond will qualify as a "similar commercially available credit enhancement contract" within the meaning of Treas. Reg. Section 1.1001-ss. 1.1001- 3(e)(4)(iv)(B). It shall be a condition to substitution of any new credit enhancement that there be delivered to the Trustee a legal opinion, acceptable in form and substance to the Trustee, from counsel to the provider of such new credit enhancement with respect to the enforceability thereof and such other matters as the Trustee may require. Upon receipt of the items referred to above and the taking of physical possession of the new credit enhancement, the Trustee shall, within five Business Days following receipt of such items and such taking of physical possession, deliver the replaced Policy to the Credit Enhancer. Any other form of credit enhancement may also be substituted for the Policy upon the occurrence of a Replacement Event, provided, however, provided that the Trustee receives an Opinion of Counsel to the effect that such substitution will not be treated as a significant modification within the meaning of Treas. Reg. Section ss. 1.1001-3.

Replacement Policy. In the event of a Credit Enhancer Default default by the Insurer under the Policy or if the claims paying ability rating financial strength of the Credit Enhancer Insurer, within the two-year period commencing on the Closing Date, is downgraded not rated at least "AA-" by Standard & Poor's and such downgrade results in a downgrading of the then current rating of the Investor Certificates "Aa3" by Xxxxx'x (in each case, a "Replacement Event"), the Depositor Seller may, in accordance with and upon satisfaction of the conditions set forth in the PolicyPolicy and the Insurance and Indemnity Agreement, including, without limitation, the payment in full of all amounts owed to the Credit EnhancerInsurer, and the receipt of a statement in writing from each Rating Agency stating that the substitution referred to below would not result in the downgrading or withdrawal of the respective ratings then assigned to the Class A Notes (without regard to the Policy), but shall not be required to, substitute a new surety bond insurance policy or surety bonds insurance policies for the existing Policy, or may arrange for any other form of credit enhancement; provided, however, that in each case the Investor Certificates Class A Notes shall be rated no lower than the rating assigned by each Rating Agency to the Investor Certificates Class A Notes immediately prior to such Replacement Event and that such new surety bond will qualify as a "similar commercially available credit enhancement contract" within the meaning of Treas. Reg. Section 1.1001-3(e)(4)(iv)(B)Event. It shall be a condition to substitution of any new credit enhancement that there be delivered to the Indenture Trustee (i) a legal opinion, acceptable in form and substance to the Indenture Trustee, from counsel to the provider of such new credit enhancement with respect to the enforceability thereof and such other matters as the Indenture Trustee may requirerequire and (ii) an Opinion of Counsel to the effect that such substitution would not have a materially adverse tax effect on the Class A Noteholders or the Trust. Upon receipt of the items referred to above and the taking of physical possession of the new credit enhancement, the Indenture Trustee shall, within five Business Days following receipt of such items and such taking of physical possession, deliver the replaced Policy to the Credit Enhancer. Any other form of credit enhancement may also be substituted for the Policy upon the occurrence of a Replacement Event, provided, however, that the Trustee receives an Opinion of Counsel to the effect that such substitution will not be treated as a significant modification within the meaning of Treas. Reg. Section 1.1001-3Insurer.