Common use of Replacement Swap Counterparty Clause in Contracts

Replacement Swap Counterparty. (a) In the event that the Supplemental Interest Trust 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 Supplemental Interest Trust 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. (b) 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 Trust Administrator of the Swap Termination Payment paid by the terminated Swap Counterparty, the Trust Administrator shall deposit such Swap Termination Payment into the Supplemental Interest Account and the Trust Administrator shall, on each Distribution Date, withdraw from such Supplemental Interest Account, an amount equal to the Net Swap Payment, if any, that would have been paid to the Supplemental Interest Trust by the original Swap Counterparty (computed in accordance with the terms of the original Swap Agreement) and distribute such amount in accordance with Section 4.01 of this Agreement.

Replacement Swap Counterparty. (a) In the event that the Supplemental Interest Trust 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 Supplemental Interest Trust 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. (b) 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 Supplemental Interest Trust Administrator Trustee of the Swap Termination Payment paid by the terminated Swap Counterparty, the Supplemental Interest Trust Administrator Trustee shall deposit such Swap Termination Payment into the Supplemental Interest Account and the Supplemental Interest Trust Administrator Trustee shall, on each Distribution Date, withdraw from such Supplemental Interest Account, an amount equal to the Net Swap Payment, if any, that would have been paid to the Supplemental Interest Trust by the original Swap Counterparty (computed in accordance with the terms of the original Swap Agreement) and distribute such amount in accordance with Section 4.01 of this Agreement.

Replacement Swap Counterparty. (a) Upon a Swap Early Termination (as defined in the Swap Agreement) other than in connection with the optional termination of the Trust, the Supplemental Interest Trust Trustee will cooperate with the Depositor in the Depositor’s appointment of a successor Swap Counterparty and will, at the direction of the Depositor and on behalf of the Supplemental Interest Trust, enter into a new swap agreement on substantially similar terms as the Swap Agreement, with a successor Swap Counterparty meeting all rating agency requirements and any third party consent requirements. If the Supplemental Interest Trust Trustee receives a Swap Termination Payment (as defined in the Swap Agreement) from the Swap Counterparty in connection with such Swap Early Termination, the Supplemental Interest Trust Trustee will apply such Swap Termination Payment to any upfront payment required to appoint the successor Swap Counterparty. If the Supplemental Interest Trust Trustee is required to pay a Swap Termination Payment to the Swap Counterparty in connection with such Swap Early Termination, the Supplemental Interest Trust Trustee will apply any upfront payment received from the successor Swap Counterparty to pay such Swap Termination Payment. If a successor Swap Counterparty is not appointed within 30 days of the Swap Early Termination, then the Supplemental Interest Trust Trustee will deposit any Swap Termination Payment received from the original Swap Counterparty into a separate, non-interest bearing reserve account and will, on or before each subsequent Distribution Date, withdraw from the amount then remaining on deposit in such reserve account an amount equal to the Net Swap Payment, if any, that would have been paid to the Supplemental Interest Trust Trustee by the original Swap Counterparty calculated in accordance with the terms of the original Swap Agreement, and distribute such amount in accordance with Section 4.01 of this Agreement. Upon a Swap Early Termination (as defined in the Swap Agreement) in connection with the optional termination of the Trust, if the Supplemental Interest Trust Trustee is required to make a Swap Termination Payment (as defined in the Swap Agreement) to the Swap Counterparty, the party exercising such optional termination of the Trust will be required to include in its payment an amount equal to such Swap Termination Payment. If the Supplemental Interest Trust Trustee receives a Swap Termination Payment from the Swap Counterparty, the Supplemental Interest Trust Trustee will distribute such Swap Termination Payment in accordance with Section 4.01 of this Agreement. In the event that the Supplemental Interest Trust 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 Supplemental Interest Trust 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. (b) 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 Supplemental Interest Trust Administrator Trustee of the Swap Termination Payment paid by the terminated Swap Counterparty, the Supplemental Interest Trust Administrator Trustee shall deposit such Swap Termination Payment into the Supplemental Interest Account and the Supplemental Interest Trust Administrator Trustee shall, on each Distribution Date, withdraw from such Supplemental Interest Account, an amount equal to the Net Swap Payment, if any, that would have been paid to the Supplemental Interest Trust by the original Swap Counterparty (computed in accordance with the terms of the original Swap Agreement) and distribute such amount in accordance with Section 4.01 of this Agreement.