Common use of Substitution of Rate Protection Providers Clause in Contracts

Substitution of Rate Protection Providers. (a) The Trustee, on behalf of the Trust Fund, shall maintain in effect Rate Protection Agreements, on substantially the same terms and conditions as the related Rate Protection Agreement in effect on the Closing Date, with Rate Protection Providers or substitute Rate Protection Providers (1) whose long term senior unsecured debt obligations are rated at least “Aa3” by Xxxxx’x and at least “AA-” by S&P and whose short-term unsecured debt obligations are rated at least “A-1” by S&P or (2) with respect to any such substitute Rate Protection Provider not rated at least “Aa3” by Xxxxx’x and at least “AA ” by S&P, a Rate Protection Provider whose obligations in respect of any Rate Protection Agreement are absolutely and unconditionally guaranteed by an Affiliate of such Rate Protection Provider, so long as such Affiliate’s long term senior unsecured debt obligations are rated at least “A1” by Xxxxx’x and so long as such Affiliate’s short-term unsecured debt obligations are rated at least “A-1” by S&P. (b) At any time when the Trustee, on behalf of the Trust Fund, is permitted to terminate a Rate Protection Agreement pursuant to the terms of such Rate Protection Agreement (whether due to the occurrence of an event of default, a termination event or otherwise), the Trustee, on behalf of the Trust Fund, shall terminate such Rate Protection Agreement (i) subject to satisfaction of the Ratings Requirement or (ii) at the written direction of the Rating Agencies; provided that prior to or simultaneously with any termination of the Rate Protection Agreement by the Trustee as a result of any downgrade of the ratings of the Rate Protection Provider or the Credit Support Provider, the Trustee, on behalf of the Trust Fund, shall have entered into a substitute Rate Protection Agreement. (c) In the event of an early termination of a Rate Protection Agreement, the Trustee, on behalf of the Trust Fund, shall enter into a substitute Rate Protection Agreement (i) within 20 days after the termination of such existing Rate Protection Agreement or (ii) prior to or simultaneously with the termination of the existing Rate Protection Agreement as described in Section 6.13(b), with a substitute counterparty meeting the eligibility requirements set forth in Section 6.13(a) hereof. The Depositor, on behalf of the Trustee Fund, shall send written notice to the Trustee and the Rating Agencies, within 10 days of the termination of the existing Rate Protection Agreement, identifying a proposed counterparty with respect to the substitute Rate Protection Agreement. Any proposed substitute counterparty shall be subject to the prior written approval of the Rating Agencies. Prior to the effectiveness of any assignment, amendment or substitution of a Rate Protection Agreement, the Rating Agency Condition shall have been satisfied. (d) Any up front fee payable to a replacement Rate Protection Provider or other cost or expense associated with the Trustee entering into a new Rate Protection Agreement pursuant to this Section 6.13 shall be payable by or on behalf of the Trust Fund from any payment received under such Rate Protection Agreement in connection with any termination of the existing Rate Protection Agreement; provided, however, if such amount received is not sufficient to pay such up-front fee, the difference shall be paid pursuant to Section 6.05(d)(viii). (e) Promptly upon termination of a Rate Protection Agreement, the Trustee shall mail notice thereof by first class mail, postage prepaid, to each Rating Agency and the Certificateholders at their last addresses appearing upon the Certificate Register.

Substitution of Rate Protection Providers. (a) The Trustee, on behalf of the Trust Fund, shall maintain in effect Rate Protection Agreements, on substantially the same terms and conditions as the related Rate Protection Agreement in effect on the Closing Date, with Rate Protection Providers or substitute Rate Protection Providers (1) whose long long-term senior unsecured debt obligations are rated at least “Aa3” by Xxxxx’x and at least “AA-” by S&P and whose short-term unsecured debt obligations are rated at least “A-1” by S&P or (2) with respect to any such substitute Rate Protection Provider not rated at least “Aa3” by Xxxxx’x and at least “AA ” by S&P, a Rate Protection Provider whose obligations in respect of any Rate Protection Agreement are absolutely and unconditionally guaranteed by an Affiliate of such Rate Protection Provider, so long as such Affiliate’s long long-term senior unsecured debt obligations are rated at least “A1” by Xxxxx’x and so long as such Affiliate’s short-term unsecured debt obligations are rated at least “A-1” by S&P. (b) At any time when the Trustee, on behalf of the Trust Fund, is permitted to terminate a Rate Protection Agreement pursuant to the terms of such Rate Protection Agreement (whether due to the occurrence of an event of default, a termination event or otherwise), the Trustee, on behalf of the Trust Fund, shall terminate such Rate Protection Agreement (i) subject to satisfaction of the Ratings Requirement or (ii) at the written direction of the Rating Agencies; provided that prior to or simultaneously with any termination of the Rate Protection Agreement by the Trustee as a result of any downgrade of the ratings of the Rate Protection Provider or the Credit Support Provider, the Trustee, on behalf of the Trust Fund, shall have entered into a substitute Rate Protection Agreement. (c) In the event of an early termination of a Rate Protection Agreement, the Trustee, on behalf of the Trust Fund, shall enter into a substitute Rate Protection Agreement (i) within 20 days after the termination of such existing Rate Protection Agreement or (ii) prior to or simultaneously with the termination of the existing Rate Protection Agreement as described in Section 6.13(b), with a substitute counterparty meeting the eligibility requirements set forth in Section 6.13(a) hereof. The Depositor, on behalf of the Trustee Fund, shall send written notice to the Trustee and the Rating Agencies, within 10 days of the termination of the existing Rate Protection Agreement, identifying a proposed counterparty with respect to the substitute Rate Protection Agreement. Any proposed substitute counterparty shall be subject to the prior written approval of the Rating Agencies. Prior to the effectiveness of any assignment, amendment or substitution of a Rate Protection Agreement, the Rating Agency Condition shall have been satisfied. (d) Any up front fee payable to a replacement Rate Protection Provider or other cost or expense associated with the Trustee entering into a new Rate Protection Agreement pursuant to this Section 6.13 shall be payable by or on behalf of the Trust Fund from any payment received under such Rate Protection Agreement in connection with any termination of the existing Rate Protection Agreement; provided, however, if such amount received is not sufficient to pay such up-front fee, the difference shall be paid pursuant to Section 6.05(d)(viii). (e) Promptly upon termination of a Rate Protection Agreement, the Trustee shall mail notice thereof by first first-class mail, postage prepaid, to each Rating Agency and the Certificateholders at their last addresses appearing upon the Certificate Register.

Substitution of Rate Protection Providers. (a) The Trustee, on behalf of the Trust Fund, shall maintain in effect Rate Protection Agreements, on substantially the same terms and conditions as the related Rate Protection Agreement in effect on the Closing Date, with Rate Protection Providers or substitute Rate Protection Providers (1) whose long term senior unsecured debt obligations are rated at least “Aa3” by Xxxxx’x and at least “AA-” by S&P and whose short-term unsecured debt obligations are rated at least “A-1” by S&P or (2) with respect to any such substitute Rate Protection Provider not rated at least “Aa3” by Xxxxx’x and at least “AA AA” by S&P, a Rate Protection Provider whose obligations in respect of any Rate Protection Agreement are absolutely and unconditionally guaranteed by an Affiliate of such Rate Protection Provider, so long as such Affiliate’s long term senior unsecured debt obligations are rated at least “A1” by Xxxxx’x and so long as such Affiliate’s short-term unsecured debt obligations are rated at least “A-1” by S&P. (b) At any time when the Trustee, on behalf of the Trust Fund, is permitted to terminate a Rate Protection Agreement pursuant to the terms of such Rate Protection Agreement (whether due to the occurrence of an event of default, a termination event or otherwise), the Trustee, on behalf of the Trust Fund, shall terminate such Rate Protection Agreement (i) subject to satisfaction of the Ratings Requirement or (ii) at the written direction of the Rating Agencies; provided that prior to or simultaneously with any termination of the Rate Protection Agreement by the Trustee as a result of any downgrade of the ratings of the Rate Protection Provider or the Credit Support Provider, the Trustee, on behalf of the Trust Fund, shall have entered into a substitute Rate Protection Agreement. (c) In the event of an early termination of a Rate Protection Agreement, the Trustee, on behalf of the Trust Fund, shall enter into a substitute Rate Protection Agreement (i) within 20 days after the termination of such existing Rate Protection Agreement or (ii) prior to or simultaneously with the termination of the existing Rate Protection Agreement as described in Section 6.13(b), with a substitute counterparty meeting the eligibility requirements set forth in Section 6.13(a) hereof. The Depositor, on behalf of the Trustee Fund, shall send written notice to the Trustee and the Rating Agencies, within 10 days of the termination of the existing Rate Protection Agreement, identifying a proposed counterparty with respect to the substitute Rate Protection Agreement. Any proposed substitute counterparty shall be subject to the prior written approval of the Rating Agencies. Prior to the effectiveness of any assignment, amendment or substitution of a Rate Protection Agreement, the Rating Agency Condition shall have been satisfied. (d) Any up front fee payable to a replacement Rate Protection Provider or other cost or expense associated with the Trustee entering into a new Rate Protection Agreement pursuant to this Section 6.13 shall be payable by or on behalf of the Trust Fund from any payment received under such Rate Protection Agreement in connection with any termination of the existing Rate Protection Agreement; provided, however, if such amount received is not sufficient to pay such up-front fee, the difference shall be paid pursuant to Section 6.05(d)(viii). (e) Promptly upon termination of a Rate Protection Agreement, the Trustee shall mail notice thereof by first class mail, postage prepaid, to each Rating Agency and the Certificateholders at their last addresses appearing upon the Certificate Register.