Common use of The Derivative Agreements Clause in Contracts

The Derivative Agreements. Upon the Supplemental Interest Trustee obtaining actual knowledge that a Counterparty's Threshold (as defined in the applicable ISDA Master Agreement) has been reduced to zero, the Supplemental Interest Trustee shall (i) demand delivery of the Delivery Amount (as defined in the applicable ISDA Master Agreement) from the applicable Counterparty on each Valuation Date (as defined in the applicable ISDA Master Agreement), if applicable, (ii) deliver to the applicable Counterparty the Return Amount (as defined in the applicable ISDA Master Agreement) on each Valuation Date, if applicable, as well as Distributions and the Interest Amount (each as defined in the applicable ISDA Master Agreement), to the extent required under the applicable ISDA Master Agreement and (iii) take such other action required under the applicable ISDA Master Agreement. If a Delivery Amount is demanded under an ISDA Master Agreement, the Supplemental Interest Trustee shall open and maintain a segregated account meeting the requirements set forth in the applicable ISDA Master Agreement to hold cash and other eligible investments pledged under such ISDA Master Agreement. Any cash or other Eligible Collateral (as defined in the applicable ISDA Master Agreement) pledged under the applicable ISDA Master Agreement shall not be part of the Distribution Account or any Derivative Account unless remitted to such accounts by the Supplemental Interest Trustee. If Eligible Collateral with a Value (as defined in the applicable ISDA Master Agreement) equal to the Delivery Amount is not delivered to the Supplemental Interest Trustee by the applicable Counterparty, the Supplemental Interest Trustee shall notify such Counterparty and Countrywide of such failure. Upon the Supplemental Interest Trustee obtaining actual knowledge of an Event of Default or Termination Event (each as defined in the applicable ISDA Master Agreement) for which the Supplemental Interest Trustee has the right to designate an Early Termination Date (as defined in such ISDA Master Agreement), the Supplemental Interest Trustee shall act at the written direction of Countrywide as to whether to designate an Early Termination Date; provided, however, that, following such Event of Default or Termination Event and before designating an Early Termination Date, the Trustee or the Supplemental Interest Trustee shall provide written notice to each Rating Agency. Following the designation of an Early Termination Date, (i) the Supplemental Interest Trustee shall use its reasonable best efforts to enforce its rights under such ISDA Master Agreement consistent with the terms hereof, (ii) Countrywide shall assist the Supplemental Interest Trustee in procuring a replacement derivative agreement with terms that are substantially the same as those of the related original Derivative Agreement and (iii) the Supplemental Interest Trustee shall request the applicable Counterparty to assist in procuring a replacement derivative agreement with terms that are substantially the same as those of the related original Derivative Agreement. Any Swap Termination Payment received from the Swap Counterparty shall be used to pay any upfront amount required under any replacement swap contract and any excess shall be distributed to the Underwriter and will not be available to make distributions in respect of any Class of Certificates. In the event that a replacement swap contract cannot be procured, any Swap Termination Payment received from the Swap Counterparty in respect of the termination of the original swap contract shall be retained in the related Derivative Account and used on subsequent Distribution Dates up to and including the Certificate Swap Contract Termination Date or the Subordinated Certificate Swap Contract Termination Date, as applicable, to pay any amounts distributable to the applicable Classes of Certificates pursuant to Sections 4.02(e)(i) or 4.02(e)(ii), as applicable, that will remain unpaid following all distributions to be made on such Distribution Date pursuant to Section 4.02(a) through (d). Any portion of such Swap Termination Payment remaining after the Certificate Swap Contract Termination Date or the Subordinated Certificate Swap Contract Termination Date, as applicable, shall be distributed to the Underwriter and will not be available to make distributions in respect of any Class of Certificates. In the event that the counterparty in respect of a replacement swap contract pays any upfront amount to the Supplemental Interest Trustee in connection with entering into the replacement swap contract and such upfront amount is received by the Supplemental Interest Trustee prior to the Distribution Date on which any Swap Termination Payment will be payable to the Swap Counterparty in respect of the original swap contract, a portion of that upfront amount equal to the lesser of (x) that upfront amount and (y) the amount of the Swap Termination Payment due to the Swap Counterparty in respect of such original swap contract (the "Adjusted Replacement Upfront Amount") shall be included in Interest Funds for that Distribution Date, and any upfront amount in excess of the Adjusted Replacement Upfront Amount shall be distributed to the Underwriter and will not be available to make distributions in respect of any Class of Certificates. If any upfront amount is paid to the Supplemental Interest Trustee by the counterparty in respect of a replacement swap contract after the Distribution Date on which any Swap Termination Payment will be payable to the Swap Counterparty in respect of the original swap contract, such upfront amount shall be retained by the Supplemental Interest Trustee in the related Derivative Account and used on subsequent Distribution Dates up to and including the Certificate Swap Contract Termination Date or the Subordinated Certificate Swap Contract Termination Date, as applicable, to pay any amounts distributable to the applicable Classes of Certificates pursuant to Sections 4.02(e)(i) or 4.02(e)(ii), as applicable, that will remain unpaid following all distributions to be made on such Distribution Date pursuant to Section 4.02(a) through (d). Any Corridor Termination Payment received from the Corridor Counterparty shall be used to pay any upfront amount required under any replacement corridor contract and any excess shall be distributed to the Underwriter and will not be available to make distributions in respect of any Class of Certificates. In the event that a replacement corridor contract cannot be procured, any Corridor Termination Payment received from the Corridor Counterparty in respect of the termination of the original corridor contract shall be retained in the Subordinated Certificate Corridor Account and used on subsequent Distribution Dates up to and including the Subordinated Certificate Corridor Contract Termination Date to pay any amounts distributable to the applicable Classes of Certificates pursuant to Section 4.02(e)(iii) that will remain unpaid following all distributions to be made on such Distribution Date pursuant to Sections 4.02(a) 71 through (d), 4.02(e)(i) and 4.02(e)(ii). Any portion of such Corridor Termination Payment remaining after the Subordinated Certificate Corridor Contract Termination Date shall be distributed to the Underwriter and will not be available to make distributions in respect of any Class of Certificates. If the obligations of a Counterparty shall become guaranteed pursuant to the guarantee of any party (whether an affiliate of such Counterparty or otherwise), then the Supplemental Interest Trustee shall promptly demand in accordance with the terms of the guarantee from such guarantor all amounts payable or deliverable by such Counterparty under the applicable Derivative Agreements in the event that such Counterparty fails to make timely payment or delivery of such amounts. The Swap Counterparty shall be an express third party beneficiary of this Agreement for the purpose of enforcing the provisions hereof to the extent of the Swap Counterparty's rights explicitly specified herein as if a party hereto.

The Derivative Agreements. No later than two Business Days following each Distribution Date, the Trustee shall provide the Supplemental Interest Trustee with information regarding the Class Certificate Balance of the Class A-1, Class A-3 and Class M-3 Certificates and the aggregate Class Certificate Balance of the Subordinated Certificates after all distributions on such Distribution Date. Upon the Supplemental Interest Trustee obtaining actual knowledge that of a Counterparty's Threshold Collateral Event (as defined in the applicable ISDA Master Agreement) has been reduced to zero), the Supplemental Interest Trustee shall (i) demand delivery of the Delivery Amount (as defined in the applicable ISDA Master Agreement) from the applicable Swap Counterparty on each Valuation Date (as defined in the applicable ISDA Master Agreement), if applicable, (ii) deliver to the applicable Swap Counterparty the Return Amount (as defined in the applicable ISDA Master Agreement) on each Valuation Date, if applicable, as well as Distributions and the Interest Amount (each as defined in the applicable ISDA Master Agreement), to the extent required under the applicable ISDA Master Agreement and (iii) take such other action required under the applicable ISDA Master Agreement. If a Delivery Amount is demanded under an the ISDA Master Agreement, the Supplemental Interest Trustee shall open and maintain a segregated account meeting the requirements set forth in the applicable ISDA Master Agreement to hold cash and other eligible investments pledged under such the ISDA Master Agreement. Any cash or other Eligible Collateral (as defined in the applicable ISDA Master Agreement) pledged under the applicable ISDA Master Agreement shall not be part of the Distribution Account or any Derivative Account unless remitted to such accounts by the Supplemental Interest Trustee. If Eligible Collateral with a Value (as defined in the applicable ISDA Master Agreement) equal to the Delivery Amount is not delivered to the Supplemental Interest Trustee by the applicable Swap Counterparty, the Supplemental Interest Trustee shall notify such the Swap Counterparty and Countrywide of such failure. Upon the Supplemental Interest Trustee obtaining actual knowledge of an Event of Default or Termination Event (each as defined in the applicable ISDA Master Agreement) under the ISDA Master Agreement for which the Supplemental Interest Trustee has the right to designate an Early Termination Date (as defined in such the ISDA Master Agreement), the Supplemental Interest Trustee shall act at the written direction of Countrywide as to whether to designate an Early Termination Date; provided, however, that, following such Event of Default or Termination Event and before designating an Early Termination Date, the Trustee or the Supplemental Interest Trustee shall provide written notice to each Rating Agency. Following the designation of an Early Termination Date, (i) the Supplemental Interest Trustee shall use its reasonable best efforts to enforce its rights under such the ISDA Master Agreement consistent with the terms hereof, (ii) Countrywide shall assist the Supplemental Interest Trustee in procuring a replacement derivative agreement swap contracts with terms that are substantially the same as those of the related original Derivative Agreement swap contracts and (iii) the Supplemental Interest Trustee shall request the applicable Swap Counterparty to assist in procuring a replacement derivative agreement swap contracts with terms that are substantially the same as those of the related original Derivative Agreementswap contracts. Any Swap Termination Payment received from the Swap Counterparty shall be used to pay any upfront amount required under any replacement swap contract and any excess shall be distributed to the Underwriter and will not be available to make distributions in respect of any Class of Certificates. In the event that a replacement swap contract cannot be procured, any Swap Termination Payment received from the Swap Counterparty in respect of the termination of the original swap contract shall be retained in the related Derivative Account and used on subsequent Distribution Dates up to and including the Certificate Class A-1 Swap Contract Termination Date, Class A-3 Swap Contract Termination Date, Class M-3 Swap Contract Termination Date or the Subordinated Certificate Swap Contract Termination Date, as applicable, to pay any amounts distributable to the applicable Classes of Certificates pursuant to Sections 4.02(e)(i), 4.02(e)(ii), 4.02(e)(iii) or 4.02(e)(ii4.02(e)(iv), as applicable, that will remain unpaid following all distributions to be made on such Distribution Date pursuant to Section 4.02(a) through (d). Any portion of such Swap Termination Payment remaining after the Certificate Class A-1 Swap Contract Termination Date, Class A-3 Swap Contract Termination Date, Class M-3 Swap Contract Termination Date or the Subordinated Certificate Swap Contract Termination Date, as applicable, shall be distributed to the Underwriter and will not be available to make distributions in respect of any Class of Certificates. In the event that the counterparty in respect of a replacement swap contract pays any upfront amount to the Supplemental Interest Trustee in connection with entering into the replacement swap contract and such upfront amount is received by the Supplemental Interest Trustee prior to the Distribution Date on which any Swap Termination Payment will be payable to the Swap Counterparty in respect of the original swap contract, a portion of that upfront amount equal to the lesser of (x) that upfront amount and (y) the amount of the Swap Termination Payment due to the Swap Counterparty in respect of such the original swap contract (the "“Adjusted Replacement Upfront Amount"”) shall be included in Interest Funds for that Distribution Date, and any upfront amount in excess of the Adjusted Replacement Upfront Amount shall be distributed to the Underwriter and will not be available to make distributions in respect of any Class of Certificates. If any upfront amount is paid to the Supplemental Interest Trustee by the counterparty in respect of a replacement swap contract after the Distribution Date on which any Swap Termination Payment will be payable to the Swap Counterparty in respect of the original swap contract, such upfront amount shall be retained by the Supplemental Interest Trustee in the related Derivative Account and used on subsequent Distribution Dates up to and including the Certificate Class A-1 Swap Contract Termination Date, Class A-3 Swap Contract Termination Date, Class M-3 Swap Contract Termination Date or the Subordinated Certificate Swap Contract Termination Date, as applicable, to pay any amounts distributable to the applicable Classes of Certificates pursuant to Sections 4.02(e)(i), 4.02(e)(ii), 4.02(e)(iii) or 4.02(e)(ii4.02(e)(iv), as applicable, that will remain unpaid following all distributions to be made on such Distribution Date pursuant to Section 4.02(a) through (d). 69 Any Corridor Termination Payment received from the Corridor Counterparty shall be retained in the related Derivative Account and used on subsequent Distribution Dates (i) in the case of the Class A-4 Corridor Contract, up to and including the Class A-4 Corridor Contract Termination Date and (ii) in the case of the Subordinated Certificates Corridor Contract, up to and including the Distribution Date on which the aggregate Class Certificate Balance of the Subordinated Certificates is reduced to zero, in each case to pay any amounts distributable to the applicable Classes of Certificates pursuant to Section 4.02(e)(v) or Section 4.02(e)(vi), as applicable, that will remain unpaid following all distributions to be made on such Distribution Date pursuant to Section 4.02(a) through (d). Any Corridor Termination Payment received from the Corridor Counterparty shall be used to pay any portion of such upfront amount required under any replacement corridor contract and any excess shall be distributed to remaining after the Underwriter and will not be available to make distributions in respect of any Class of Certificates. In the event that a replacement corridor contract cannot be procured, any Corridor Termination Payment received from the Corridor Counterparty in respect of the termination of the original corridor contract shall be retained in the Subordinated Certificate Corridor Account and used on subsequent Distribution Dates up to and including the Subordinated Certificate A-4 Corridor Contract Termination Date to pay any amounts distributable to the applicable Classes of or Subordinated Certificates pursuant to Section 4.02(e)(iii) that will remain unpaid following all distributions to be made on such Distribution Date pursuant to Sections 4.02(a) 71 through (d), 4.02(e)(i) and 4.02(e)(ii). Any portion of such Corridor Termination Payment remaining after the Subordinated Certificate Corridor Contract Termination Date Date, as applicable, shall be distributed to the Underwriter and will not be available to make distributions in respect of any Class of Certificates. If the obligations of a the Swap Counterparty shall become guaranteed pursuant to the guarantee of any party (whether an affiliate of such the Swap Counterparty or otherwise), then the Supplemental Interest Trustee shall promptly demand in accordance with the terms of the guarantee from such guarantor all amounts payable or deliverable by such the Swap Counterparty under the applicable Derivative Agreements a swap contract in the event that the Swap Counterparty fails to make timely payment or delivery of such amounts. The Supplemental Interest Trustee shall demand payment from the Guarantor under the applicable Guarantee of all amounts payable or deliverable by the Corridor Counterparty under a corridor contract in the event that the Corridor Counterparty fails to make timely payment or delivery of such amounts. The Swap Counterparty shall be an express third party beneficiary of this Agreement for the purpose of enforcing the provisions hereof to the extent of the Swap Counterparty's ’s rights explicitly specified herein as if a party hereto.

The Derivative Agreements. No later than two Business Days following each Distribution Date, the Trustee shall provide the Supplemental Interest Trustee with information regarding the Class Certificate Balance of the Class A-1 Certificates after all distributions on such Distribution Date. Upon the Supplemental Interest Trustee obtaining actual knowledge that a Counterparty's ’s Threshold (as defined in the applicable ISDA Master Agreement) has been reduced to zero, the Supplemental Interest Trustee shall (i) demand delivery of the Delivery Amount (as defined in the applicable ISDA Master Agreement) from the applicable Counterparty on each Valuation Date (as defined in the applicable ISDA Master Agreement), if applicable, (ii) deliver to the applicable Counterparty the Return Amount (as defined in the applicable ISDA Master Agreement) on each Valuation Date, if applicable, as well as Distributions and the Interest Amount (each as defined in the applicable ISDA Master Agreement), to the extent required under the applicable ISDA Master Agreement and (iii) take such other action required under the applicable ISDA Master Agreement. If a Delivery Amount is demanded under an ISDA Master Agreement, the Supplemental Interest Trustee shall open and maintain a segregated account meeting the requirements set forth in the applicable ISDA Master Agreement to hold cash and other eligible investments pledged under such ISDA Master Agreement. Any cash or other Eligible Collateral (as defined in the applicable ISDA Master Agreement) pledged under the applicable ISDA Master Agreement shall not be part of the Distribution Account or any Derivative Account unless remitted to such accounts by the Supplemental Interest Trustee. If Eligible Collateral with a Value (as defined in the applicable ISDA Master Agreement) equal to the Delivery Amount is not delivered to the Supplemental Interest Trustee by the applicable Counterparty, the Supplemental Interest Trustee shall notify such Counterparty and Countrywide of such failure. Upon the Supplemental Interest Trustee obtaining actual knowledge of an Event of Default or Termination Event (each as defined in the applicable ISDA Master Agreement) for which the Supplemental Interest Trustee has the right to designate an Early Termination Date (as defined in such ISDA Master Agreement), the Supplemental Interest Trustee shall act at the written direction of Countrywide as to whether to designate an Early Termination Date; provided, however, that, following such Event of Default or Termination Event and before designating an Early Termination Date, the Trustee or the Supplemental Interest Trustee shall provide written notice to each Rating Agency. Following the designation of an Early Termination Date, (i) the Supplemental Interest Trustee shall use its reasonable best efforts to enforce its rights under such ISDA Master Agreement consistent with the terms hereof, (ii) Countrywide shall assist the Supplemental Interest Trustee in procuring a replacement derivative agreement with terms that are substantially the same as those of the related original Derivative Agreement and (iii) the Supplemental Interest Trustee shall request the applicable Counterparty to assist in procuring a replacement derivative agreement with terms that are substantially the same as those of the related original Derivative Agreement. Any Swap Termination Payment received from the Swap Counterparty shall be used to pay any upfront amount required under any replacement swap contract and any excess shall be distributed to the Underwriter and will not be available to make distributions in respect of any Class of Certificates. In the event that a replacement swap contract cannot be procured, any Swap Termination Payment received from the Swap Counterparty in respect of the termination of the original swap contract shall be retained in the related Derivative Account and used on subsequent Distribution Dates up to and including the Class A-1 Swap Contract Termination Date, the Certificate Swap Contract Termination Date or the Subordinated Certificate Swap Contract Termination Date, as applicable, to pay any amounts distributable to the applicable Classes of Certificates pursuant to Sections 4.02(e)(i), 4.02(e)(ii) or 4.02(e)(ii4.02(e)(iii), as applicable, that will remain unpaid following all distributions to be made on such Distribution Date pursuant to Section 4.02(a) through (d). Any portion of such Swap Termination Payment remaining after the Class A-1 Swap Contract Termination Date, the Certificate Swap Contract Termination Date or the Subordinated Certificate Swap Contract Termination Date, as applicable, shall be distributed to the Underwriter and will not be available to make distributions in respect of any Class of Certificates. In the event that the counterparty in respect of a replacement swap contract pays any upfront amount to the Supplemental Interest Trustee in connection with entering into the replacement swap contract and such upfront amount is received by the Supplemental Interest Trustee prior to the Distribution Date on which any Swap Termination Payment will be payable to the Swap Counterparty in respect of the original swap contract, a portion of that upfront amount equal to the lesser of (x) that upfront amount and (y) the amount of the Swap Termination Payment due to the Swap Counterparty in respect of such original swap contract (the "“Adjusted Replacement Upfront Amount"”) shall (i) with respect to the Certificate Swap Contract and the Subordinated Swap Contract, be included in Interest Funds for that Distribution DateDate and (ii) with respect to the Class A-1 Swap Contract, be remitted to the Swap Counterparty, and any upfront amount in excess of the Adjusted Replacement Upfront Amount shall be distributed to the Underwriter and will not be available to make distributions in respect of any Class of Certificates. If any upfront amount is paid to the Supplemental Interest Trustee by the counterparty in respect of a replacement swap contract after the Distribution Date on which any Swap Termination Payment will be payable to the Swap Counterparty in respect of the original swap contract, such upfront amount shall be retained by the Supplemental Interest Trustee in the related Derivative Account and used on subsequent Distribution Dates up to and including the Class A-1 Swap Contract Termination Date, the Certificate Swap Contract Termination Date or the Subordinated Certificate Swap Contract Termination Date, as applicable, to pay any amounts distributable to the applicable Classes of Certificates pursuant to Sections 4.02(e)(i), 4.02(e)(ii) or 4.02(e)(ii4.02(e)(iii), as applicable, that will remain unpaid following all distributions to be made on such Distribution Date pursuant to Section 4.02(a) through (d). Any Corridor Termination Payment received from the Corridor Counterparty shall be used to pay any upfront amount required under any replacement corridor contract and any excess shall be distributed to the Underwriter and will not be available to make distributions in respect of any Class of Certificates. In the event that a replacement corridor contract cannot be procured, any Corridor Termination Payment received from the Corridor Counterparty in respect of the termination of the original corridor contract shall be retained in the Subordinated Certificate Corridor Account and used on subsequent Distribution Dates up to and including the Subordinated Certificate Corridor Contract Termination Date to pay any amounts distributable to the applicable Classes of Certificates pursuant to Section 4.02(e)(iii4.02(e)(iv) that will remain unpaid following all distributions to be made on such Distribution Date pursuant to Sections Section 4.02(a) 71 through (d), 4.02(e)(i) and 4.02(e)(ii4.02(e)(iii). Any portion of such Corridor Termination Payment remaining after the Subordinated Certificate Corridor Contract Termination Date shall be distributed to the Underwriter and will not be available to make distributions in respect of any Class of Certificates. If the obligations of a Counterparty shall become guaranteed pursuant to the guarantee of any party (whether an affiliate of such Counterparty or otherwise), then the Supplemental Interest Trustee shall promptly demand in accordance with the terms of the guarantee from such guarantor all amounts payable or deliverable by such Counterparty under the applicable Derivative Agreements in the event that such Counterparty fails to make timely payment or delivery of such amounts. The Swap Counterparty shall be an express third party beneficiary of this Agreement for the purpose of enforcing the provisions hereof to the extent of the Swap Counterparty's ’s rights explicitly specified herein as if a party hereto.

The Derivative Agreements. No later than two Business Days following each Distribution Date, the Trustee shall provide the Supplemental Interest Trustee with information regarding the aggregate Class Certificate Balance of the LIBOR Certificates after all distributions on such Distribution Date. Upon the Supplemental Interest Trustee obtaining actual knowledge that of a Counterparty's Threshold Collateral Event (as defined in the applicable ISDA Master Agreement) has been reduced to zero), the Supplemental Interest Trustee shall (i) demand delivery of the Delivery Amount (as defined in the applicable ISDA Master Agreement) from the applicable Counterparty on each Valuation Date (as defined in the applicable ISDA Master Agreement), if applicable, (ii) deliver to the applicable Counterparty the Return Amount (as defined in the applicable ISDA Master Agreement) on each Valuation Date, if applicable, as well as Distributions and the Interest Amount (each as defined in the applicable ISDA Master Agreement), to the extent required under the applicable ISDA Master Agreement and (iii) take such other action required under the applicable ISDA Master Agreement. If a Delivery Amount is demanded under an the ISDA Master Agreement, the Supplemental Interest Trustee shall open and maintain a segregated account meeting the requirements set forth in the applicable ISDA Master Agreement to hold cash and other eligible investments pledged under such the ISDA Master Agreement. Any cash or other Eligible Collateral (as defined in the applicable ISDA Master Agreement) pledged under the applicable ISDA Master Agreement shall not be part of the Distribution Account or any the Derivative Account unless remitted an Early Termination Date (as defined in the ISDA Master Agreement) due to such accounts by an Event of Default or Specified Condition (each as defined in the Supplemental Interest TrusteeISDA Master Agreement) in respect of the Counterparty has occurred under the ISDA Master Agreement and the Counterparty fails to make timely payment of any Swap Termination Payment. If Eligible Collateral with a Value (as defined in the applicable ISDA Master Agreement) equal to the Delivery Amount is not delivered to the Supplemental Interest Trustee by the applicable Counterparty, the Supplemental Interest Trustee shall notify such the Counterparty and Countrywide of such failure. Upon the Supplemental Interest Trustee obtaining actual knowledge of an Event of Default or Termination Event (each as defined in the applicable ISDA Master Agreement) under the ISDA Master Agreement for which the Supplemental Interest Trustee has the right to designate an Early Termination Date (as defined in such the ISDA Master Agreement), the Supplemental Interest Trustee shall act at the written direction of Countrywide as to whether to designate an Early Termination Date; provided, however, that, following such Event of Default or Termination Event and before designating an Early Termination Date, the Trustee or the Supplemental Interest Trustee shall provide written notice to each Rating Agency. Following the designation of an Early Termination Date, (i) the Supplemental Interest Trustee shall use its reasonable best efforts to enforce its rights under such the ISDA Master Agreement consistent with the terms hereof, (ii) Countrywide shall assist the Supplemental Interest Trustee in procuring a replacement derivative agreement with terms that are substantially the same as those of the related original Derivative Agreement and (iii) the Supplemental Interest Trustee shall request the applicable Counterparty to assist in procuring a replacement derivative agreement with terms that are substantially the same as those of the related original Derivative Agreement, in each case, pursuant to the terms of the ISDA Master Agreement. Any Swap Termination Payment received from the Swap Counterparty shall be used to pay any upfront amount required under any replacement swap contract and any excess shall be distributed to the Underwriter and will not be available to make distributions in respect of any Class of Certificates. In the event that a replacement swap contract cannot be procured, any Swap Termination Payment received from the Swap Counterparty in respect of the termination of the original swap contract shall be retained in the related Derivative Account and used on subsequent Distribution Dates up to and including the Certificate Swap Contract Termination Date or the Subordinated Certificate Swap Contract Termination Date, as applicable, to pay any amounts distributable to the applicable Classes of Certificates pursuant to Sections 4.02(e)(i4.02(e) or 4.02(e)(ii), as applicable, that will remain unpaid following all distributions to be made on such Distribution Date pursuant to Section 4.02(a) through (d). Any portion of such Swap Termination Payment remaining after the Certificate Swap Contract Termination Date or the Subordinated Certificate Swap Contract Termination Date, as applicable, shall be distributed to the Underwriter and will not be available to make distributions in respect of any Class of Certificates. In the event that the counterparty in respect of a replacement swap contract pays any upfront amount to the Supplemental Interest Trustee in connection with entering into the replacement swap contract and such upfront amount is received by the Supplemental Interest Trustee prior to the Distribution Date on which any Swap Termination Payment will be payable to the Swap Counterparty in respect of the original swap contract, a portion of that upfront amount equal to the lesser of (x) that upfront amount and (y) the amount of the Swap Termination Payment due to the Swap Counterparty in respect of such the original swap contract (the "“Adjusted Replacement Upfront Amount"”) shall be included in Interest Funds for that Distribution Date, and any upfront amount in excess of the Adjusted Replacement Upfront Amount shall be distributed to the Underwriter and will not be available to make distributions in respect of any Class of Certificates. If any upfront amount is paid to the Supplemental Interest Trustee by the counterparty in respect of a replacement swap contract after the Distribution Date on which any Swap Termination Payment will be payable to the Swap Counterparty in respect of the original swap contract, such upfront amount shall be retained by the Supplemental Interest Trustee in the related Derivative Account and used on subsequent Distribution Dates up to and including the Certificate Swap Contract Termination Date or the Subordinated Certificate Swap Contract Termination Date, as applicable, to pay any amounts distributable to the applicable Classes of Certificates pursuant to Sections 4.02(e)(iSection 4.02(e) or 4.02(e)(ii), as applicable, that will remain unpaid following all distributions to be made on such Distribution Date pursuant to Section 4.02(a) through (d). 72 Any Corridor Termination Payment received from the Corridor Counterparty shall be used to pay any upfront amount required under any replacement corridor contract and any excess shall be distributed to the Underwriter and will not be available to make distributions in respect of any Class of Certificates. In the event that a replacement corridor contract cannot be procured, any Corridor Termination Payment received from the Corridor Counterparty in respect of the termination of the original corridor contract shall be retained in the Subordinated Certificate Corridor Derivative Account and used on subsequent Distribution Dates up to and including the Subordinated Certificate Corridor Contract Termination Date to pay any amounts distributable to the applicable Classes of Certificates pursuant to Section 4.02(e)(iii4.02(e) that will remain unpaid following all distributions to be made on such Distribution Date pursuant to Sections Section 4.02(a) 71 through (d), 4.02(e)(i) and 4.02(e)(ii). Any portion of such Corridor Termination Payment upfront amount remaining after the Subordinated Certificate Corridor Contract Termination Date shall be distributed to the Underwriter and will not be available to make distributions in respect of any Class of Certificates. If the obligations of a the Counterparty are, or shall become become, guaranteed pursuant to the guarantee of any party (whether an affiliate of such the Counterparty or otherwise), then the Supplemental Interest Trustee shall promptly demand in accordance with the terms of the guarantee from such guarantor all amounts payable or deliverable by such the Counterparty under the applicable Derivative Agreements in the event that such the Counterparty fails to make timely payment or delivery of such amounts. The Swap Counterparty shall be an express third party beneficiary of this Agreement for the purpose of enforcing the provisions hereof to the extent of the Swap Counterparty's rights explicitly specified herein as if a party hereto.