Common use of Rights and Obligations Under the Basis Risk Cap Agreement, the Interest Rate Cap Agreement and the Interest Rate Swap Agreement Clause in Contracts

Rights and Obligations Under the Basis Risk Cap Agreement, the Interest Rate Cap Agreement and the Interest Rate Swap Agreement. (a) In the event that the Basis Risk Cap Provider fails to perform any of its obligations under the Basis Risk Cap Agreement (including, without limitation, its obligation to make any payment or transfer collateral), or breaches any of its representations and warranties thereunder, or in the event that any Event of Default, Termination Event, or Additional Termination Event (each as defined in the Basis Risk Cap Agreement) occurs with respect to the Basis Risk Cap Agreement, the Trustee shall, promptly following actual notice of such failure, breach or event, notify the Depositor and send any notices and make any demands, on behalf of the Trust, required to enforce the rights of the Trust under the Basis Risk Cap Agreement. In the event that the Basis Risk Cap Provider’s obligations are guaranteed by a third party under a guaranty relating to the Basis Risk Cap Agreement (such guaranty the “Guaranty” and such third party the “Guarantor”), then to the extent that the Basis Risk Cap Provider fails to make any payment by the close of business on the day it is required to make payment under the terms of the Basis Risk Cap Agreement, the Trustee shall, promptly following actual notice of the Basis Risk Cap Provider’s failure to pay, demand that the Guarantor make any and all payments then required to be made by the Guarantor pursuant to such Guaranty; provided, that the Trustee shall in no event be liable for any failure or delay in the performance by the Basis Risk Cap Provider or any Guarantor of its obligations hereunder or pursuant to the Basis Risk Cap Agreement and the Guaranty, nor for any special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) in connection therewith. Upon an early termination of the Basis Risk Cap Agreement other than in connection with the optional termination of the Trust, the Trustee, at the direction of the Depositor, will use reasonable efforts to appoint a successor basis risk cap provider to enter into a new basis risk cap agreement on terms substantially similar to the Basis Risk Cap Agreement, with a successor basis risk cap provider meeting all applicable eligibility requirements. If the Trustee receives a termination payment from the Basis Risk Cap Provider in connection with such early termination, the Trustee will apply such termination payment to any upfront payment required to appoint the successor basis risk cap provider. If the Trustee is unable to appoint a successor basis risk cap provider within 30 days of the early termination, then the Trustee will deposit any termination payment received from the original Basis Risk Cap Provider into a separate, non-interest bearing reserve account and will, on each subsequent Distribution Date, withdraw from the amount then remaining on deposit in such reserve account, an amount equal to the payment, if any, that would have been paid to the Trustee by the original Basis Risk Cap Provider calculated in accordance with the terms of the original Basis Risk Cap Agreement, and distribute such amount in accordance with the terms of Section 4.01(d). Upon an early termination of the Basis Risk Cap Agreement in connection with the optional termination of the Trust, if the Trustee receives a termination payment from the Basis Risk Cap Provider, such termination payment will be distributed in accordance with Section 4.01(d).

Rights and Obligations Under the Basis Risk Cap Agreement, the Interest Rate Cap Agreement and the Interest Rate Swap Agreement. (a) In the event that the Basis Risk Cap Provider fails to perform any of its obligations under the Basis Risk Cap Agreement (including, without limitation, its obligation to make any payment or transfer collateral), or breaches any of its representations and warranties thereunder, or in the event that any Event of Default, Termination Event, or Additional Termination Event (each as defined in the Basis Risk Cap Agreement) occurs with respect to the Basis Risk Cap Agreement, the Trustee (in its capacity as Cap Trustee) shall, promptly following actual notice of such failure, breach or event, notify the Depositor and send any notices and make any demands, on behalf of the Trust, required to enforce the rights of the Trust under the Basis Risk Cap Agreement. In the event that the Basis Risk Cap Provider’s obligations are guaranteed by a third party under a guaranty relating to the Basis Risk Cap Agreement (such guaranty the “Guaranty” and such third party the “Guarantor”), then to the extent that the Basis Risk Cap Provider fails to make any payment by the close of business on the day it is required to make payment under the terms of the Basis Risk Cap Agreement, the Trustee (in its capacity as Cap Trustee) shall, promptly following actual notice of the Basis Risk Cap Provider’s failure to pay, demand that the Guarantor make any and all payments then required to be made by the Guarantor pursuant to such Guaranty; provided, that the Trustee (in its capacity as Cap Trustee) shall in no event be liable for any failure or delay in the performance by the Basis Risk Cap Provider or any Guarantor of its obligations hereunder or pursuant to the Basis Risk Cap Agreement and the Guaranty, nor for any special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) in connection therewith. Upon an early termination of the Basis Risk Cap Agreement other than in connection with the optional termination of the Trust, the Trustee (in its capacity as Cap Trustee), at the direction of the Depositor, will use reasonable efforts to appoint a successor basis risk cap provider to enter into a new basis risk cap agreement on terms substantially similar to the Basis Risk Cap Agreement, with a successor basis risk cap provider meeting all applicable eligibility requirements. If the Trustee (in its capacity as Cap Trustee) receives a termination payment from the Basis Risk Cap Provider in connection with such early termination, the Trustee (in its capacity as Cap Trustee) will apply such termination payment to any upfront payment required to appoint the successor basis risk cap provider. If the Trustee (in its capacity as Cap Trustee) is required to pay a termination payment to the Basis Risk Cap Provider in connection with such early termination, the Trustee (in its capacity as Cap Trustee) will apply any upfront payment received from the successor basis risk cap provider to pay such termination payment. If the Trustee (in its capacity as Cap Trustee) is unable to appoint a successor basis risk cap provider within 30 days of the early termination, then the Trustee (in its capacity as Cap Trustee) will deposit any termination payment received from the original Basis Risk Cap Provider into a separate, non-interest bearing reserve account and will, on each subsequent Distribution Date, withdraw from the amount then remaining on deposit in such reserve account, an amount equal to the payment, if any, that would have been paid to the Trustee (in its capacity as Cap Trustee) by the original Basis Risk Cap Provider calculated in accordance with the terms of the original Basis Risk Cap Agreement, and distribute such amount in accordance with the terms of Section 4.01(d). Upon an early termination of the Basis Risk Cap Agreement in connection with the optional termination of the Trust, if the Trustee (in its capacity as Cap Trustee) receives a termination payment from the Basis Risk Cap Provider, such termination payment will be distributed in accordance with Section 4.01(d).