Common use of Transfer Clause in Contracts

Transfer. (i) Section 7 of this Agreement shall not apply to Party A and, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B. (ii) Subject to Part 5(o) below, Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, (C) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(b) of this Agreement shall not apply to the Schedule, neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity Person, including, without limitation, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory on at least five Business Days’ prior written notice to Party BB and the Trustee; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency ConditionAgencies that, notwithstanding such transfer or assignment, the then-current ratings of the Offered Certificates will not be reduced or withdrawn. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(b) of this Agreement shall not apply to the Schedule, neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity Person, including, without limitation, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory on at least five Business Days’ prior written notice to Party BB and the Trustee; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency ConditionAgencies that, notwithstanding such transfer or assignment, the then-current ratings of the Offered Certificates and the Class B Certificates will not be reduced or withdrawn. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 of this Agreement shall not apply to Party A and, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii5(e)(ii) below, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B. (ii) Subject to Part 5(o5(n) below, Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, (C) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii5(e)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f5(e) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 of this Agreement shall not apply is hereby amended to Party A and, subject to read in its entirety as follows: Except as stated under Section 6(b)(ii) (), provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, neither Party A may not nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity (a “Transferee”) Person that is an Eligible Replacement through office, branch or affiliate of Party A (any such Person, office, branch or affiliate, a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory Transferee) on at least five Business Days’ prior written notice to Party B; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, ; (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no transfer shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency Condition. Following Agencies that, notwithstanding such transfer, all references the then-current ratings of the Certificates will not be reduced or withdrawn, provided, however, that this provision shall not apply to Party A shall be deemed to be references any transfer that is made pursuant to the Transferee. (iiiprovisions of Part 5(b) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) this Agreement. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. In addition, Party A may transfer this Agreement without the prior written consent of the Trustee on behalf of Party B but with prior written notice to S&P and the Trustee, to an Affiliate of Party A that (i) satisfies the Hedge Counterparty Rating Requirements or that has furnished a guarantee, subject to S&P Ratings Condition, of the obligations under this Agreement from a guarantor that satisfies the Hedge Counterparty Rating Requirements and (ii) as of the date of such transfer such Affiliate will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless such Affiliate will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax; provided that satisfaction of the S&P Ratings Condition will be required unless such transfer is in connection with the assignment and assumption of this Agreement by such an Affiliate without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of such an Affiliate the substitute counterparty of the type included in Section (c) of this Part 5 and notice information (in which case, Party A shall provide written notice to S&P with respect thereto). (ii) If an Eligible Replacement has made a Firm Offer (which means an offer that will become legally binding upon acceptance by Party B) to be the transferee pursuant to a Permitted Transfer, Party B shall, at Party A's written request and at Party A's expense, take any reasonable steps required to be taken by Party B to effect such transfer.

Transfer. (i) Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and except for the assignment by way of this Agreement shall not apply to security in favor of the Party B under the Pooling and Servicing Agreement, neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of the other party; provided, however, that (i) Party B. A may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Subject to Part 5(o) belowwith the written consent of Party B, Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretionPerson, acting in a commercially reasonable mannerincluding, whether or not a transfer relates to all or substantially all without limitation, another of Party A’s rights and obligations under this Agreementoffices, branches or affiliates (any such Person, office, branch or affiliate, a "Transferee"); provided that, with respect to clause (ii), (BA) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following will be responsible for any costs or expenses incurred in connection with such transfer, all references to . Party B will execute such documentation as is reasonably deemed necessary by Party A shall be deemed to be references to for the Transferee. (iii) If an entity has made a Firm Offer (which remains capable effectuation of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) . Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. In addition, Party A may transfer this Agreement without the prior consent of the Trustee, on behalf of Party B, to an affiliate that satisfies the Counterparty Rating Requirement or that has furnished a guarantee of the obligations under this Agreement from a guarantor that that satisfies the Counterparty Rating Requirement.

Transfer. (i) Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(e) of this Agreement shall not apply to the Schedule, neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity Person, including, without limitation, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory on at least five Business Days’ prior written notice to Party BB and the Trustee; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency ConditionAgencies that, notwithstanding such transfer or assignment, the then-current ratings of the Group 1 Certificates will not be reduced or withdrawn. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 of this Agreement shall not apply to Party A and, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii5(e)(ii) below, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B. (ii) Subject to Part 5(o5(n) below, Party A may (at its own costcost and using commercially reasonable efforts) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretion, acting in a using commercially reasonable mannerefforts, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, (C) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii5(e)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f5(e) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(e) of this Agreement shall not apply to the Schedule, neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity Person, including, without limitation, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory on at least five Business Days’ prior written notice to Party BB and the Trustee; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency ConditionAgencies that, notwithstanding such transfer or assignment, the then-current ratings of the Offered Certificates and the Class B Certificates will not be reduced or withdrawn. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(e) of this Agreement shall not apply to the Schedule, neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity Person, including, without limitation, another of Party A's offices, branches or affiliates (any such Person, office, branch or affiliate, a “"Transferee”") that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory on at least five Business Days' prior written notice to Party B; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer to the Transferee does not violate or assignment shall be made unless it satisfies the Rating Agency Condition. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 of this Agreement shall not apply to Party A and, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii5(e)(ii) and Part 5(e)(v) below, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B.B (it being understood that obtaining the prior written consent of Party B shall not relieve Party A of its obligations under Section 6(b)(ii), Part 5(e)(ii), below, or Part 5(e)(v), below, as applicable). (ii) Subject to Part 5(o) below5(z), Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other an assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) the Transferee, as of the date of such transfer the Transferee will not transfer, must not, as a result thereof, be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the such Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in with respect of such Tax, (C) the transfer to the Transferee must not lead to a Termination Event or Event of Default does not occur under occurring with respect to this Agreement as a result of such transfer Agreement, and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) the Transferee, as of the date of the transfer, must enter into a new indemnification and disclosure agreement with substantially the same terms as the existing XXX; provided that transfer to the Transferee does not violate satisfaction of the Rating Agency ConditionCondition will be required unless such transfer is in connection with the assignment and assumption of this Agreement without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of the Transferee of the type included in Section (c) of this Part 5 and notice information (in which case, Party A shall provide prior written notice to Rating Agencies with respect thereto). Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii5(e)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f5(e) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. (v) In addition, Party A may transfer this Agreement without the prior written consent of Party B but with prior written notice to S&P, Xxxxx’x, Fitch and the Supplemental Interest Trust Trustee, to an Affiliate of Party A if: (i) such Affiliate has the First Trigger Required Ratings or has furnished an Eligible Guarantee provided by a guarantor that satisfies the Hedge Counterparty Ratings Requirement, (ii) the transfer to such Affiliate does not lead to a Termination Event or Event of Default occurring with respect to this Agreement, (iii) as of the date of the transfer, such Affiliate assumes all continuing obligations of Party A, if any, under the XXX, and (iv) as of the date of the transfer, such Affiliate will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless such Affiliate will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement with respect of such Tax; provided that satisfaction of the Rating Agency Condition will be required unless such transfer is in connection with the assignment and assumption of this Agreement by such an Affiliate without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of such an Affiliate of the type included in Section (c) of this Part 5 and notice information (in which case, Party A shall provide written notice to Rating Agencies with respect thereto).

Transfer. (i) Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(h) of this Agreement shall not apply to the Schedule, and except for the assignment by way of security in favor of the Party B under the Pooling and Servicing Agreement, neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of the other party; provided, however, that (i) Party B. A may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Subject to Part 5(o) belowwith the written consent of Party B, Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretionPerson, acting in a commercially reasonable mannerincluding, whether or not a transfer relates to all or substantially all without limitation, another of Party A’s rights and obligations under this Agreementoffices, branches or affiliates (any such Person, office, branch or affiliate, a "Transferee"); provided that, with respect to clause (ii), (BA) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following will be responsible for any costs or expenses incurred in connection with such transfer, all references to . Party B will execute such documentation as is reasonably deemed necessary by Party A shall be deemed to be references to for the Transferee. (iii) If an entity has made a Firm Offer (which remains capable effectuation of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) . Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. In addition, Party A may transfer this Agreement without the prior consent of the Trustee, on behalf of Party B, to an affiliate that satisfies the Counterparty Rating Requirement or that has furnished a guarantee of the obligations under this Agreement from a guarantor that that satisfies the Counterparty Rating Requirement.

Transfer. (i) Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(e) of this Agreement shall not apply to the Schedule, neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity Person, including, without limitation, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory on at least five Business Days’ prior written notice to Party BB and the Trustee; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency ConditionAgencies that, notwithstanding such transfer or assignment, the then-current ratings of the Offered Certificates will not be reduced or withdrawn. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 of this Agreement shall not apply is hereby amended to Party A and, subject to read in its entirety as follows: Except as stated under Section 6(b)(ii) (), provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, neither Party A may not nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity (a “Transferee”) Person that is an Eligible Replacement through office, branch or affiliate of Party A (any such Person, office, branch or affiliate, a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory Transferee) on at least five Business Days’ prior written notice to Party B; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, ; (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency Condition. Following Agencies that, notwithstanding such transfer, all references the then-current ratings of the Offered Certificates will not be reduced or withdrawn, provided, however, that this provision shall not apply to Party A shall be deemed to be references any transfer that is made pursuant to the Transferee. (iiiprovisions of Part 5(b) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) this Agreement. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. In addition, Party A may transfer this Agreement without the prior written consent of the Trustee on behalf of Party B but with prior written notice to S&P, to an Affiliate of Party A that satisfies the Hedge Counterparty Rating Requirements or that has furnished a guarantee, subject to S&P Ratings Condition, of the obligations under this Agreement from a guarantor that satisfies the Hedge Counterparty Rating Requirements; provided that satisfaction of the S&P Ratings Condition will be required unless such transfer is in connection with the assignment and assumption of this Agreement by such an Affiliate without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of such an Affiliate the substitute counterparty of the type included in Section (c) of this Part 5 and notice information (in which case, Party A shall provide written notice to S&P with respect thereto).

Transfer. (i) Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(e) of this Agreement shall not apply to the Schedule, neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity Person, including, without limitation, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory on at least five Business Days’ prior written notice to Party BB and the Trustee; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency ConditionAgencies that, notwithstanding such transfer or assignment, the then-current ratings of the Offered Certificates and the Class B Certificates will not be reduced or withdrawn. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 of this Agreement shall not apply is hereby amended to Party A and, subject to read in its entirety as follows: Except as stated under Section 6(b)(ii) (), provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, neither Party A may not nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity Person that is an office, branch or affiliate of Party A (any such Person, office, branch or affiliate, a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory on at least five Business Days' prior written notice to Party B; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, ; (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency Condition. Following Agencies that, notwithstanding such transfer, all references the then-current ratings of the Certificates will not be reduced or withdrawn, provided, however, that this provision shall not apply to Party A shall be deemed to be references any transfer that is made pursuant to the Transferee. (iiiprovisions of Part 5(b) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) this Agreement. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. In addition, Party A may transfer this Agreement without the prior written consent of the Trustee on behalf of Party B but with prior written notice to S&P, to an Affiliate of Party A that satisfies the Hedge Counterparty Rating Requirements or that has furnished a guarantee, subject to S&P Ratings Condition, of the obligations under this Agreement from a guarantor that satisfies the Hedge Counterparty Rating Requirements; provided that (A) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer, (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred, (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer, and (E) satisfaction of the S&P Ratings Condition will be required unless such transfer is in connection with the assignment and assumption of this Agreement by the Transferee without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of the Transferee of the type included in Section (c) of this Part 5 and notice information (in which case, Party A shall provide written notice to S&P with respect thereto).

Transfer. (i) Section 7 of this Agreement shall not apply is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity (a “Transferee”) Person that is an Eligible Replacement through office, branch or affiliate of Party A (any such Person, office, branch or affiliate, a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory "Transferee") on at least five Business Days' prior written notice to Party B; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, ; (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer shall be made unless the transferring party obtains a written confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency Condition. Following Agencies that, notwithstanding such transfer, all references to Party the then-current ratings of the Class A shall Certificates, the Mezzanine Certificates and the Class B Certificates will not be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Notwithstanding the provisions of Section 7 of this Agreement shall not apply to Party A and, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below7, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition assign and without the prior written consent of Party B. (ii) Subject to Part 5(o) below, Party A may (at its own cost) transfer all or substantially all of delegate its rights and obligations with respect to under (i) any one or more Transactions or (ii) this Agreement and all Transactions hereunder (the “Transferred Obligations”) to any other entity subsidiary of ML & Co. (a the “TransfereeAssignee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of by notice specifying the effective date of such transfer (“Effective Date”) and including an executed acceptance and assumption by the Transferee will not be Assignee of the Transferred Obligations; provided that with respect to (i) and (ii) above, (i) Party B is not, as a result of such transfer, required to pay to the Assignee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii), or 6(e)) greater than the amount in respect of which Party B would have been required to pay to Party A in the absence of such transfer; and (ii) the Assignee is not, as a result of such transfer, required to withhold or deduct on account of a Tax from any payments under this Agreement Section 2(d)(i) (except in respect of interest under Section 2(e), 6(d)(ii), or 6(e)) an amount in excess of that which Party A would have been required to withhold or deduct in the absence of such transfer, unless the Transferee will Assignee would be required to make additional payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of corresponding to such Taxexcess. On the Effective Date, (Ca) a Termination Event or Event of Default does Party A shall be released from all obligations and liabilities arising under the Transferred Obligations; and (b) if Party A has not occur assigned and delegated its rights and obligations under this Agreement as a result of such transfer and (Dall Transactions hereunder, the Transferred Obligations shall cease to be Transaction(s) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following such transfer, all references to Party A under this Agreement and shall be deemed to be references to Transaction(s) under the Transferee. (iii) If an entity has made master agreement, if any, between Assignee and Party B, provided that, if at such time Assignee and Party B have not entered into a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) abovemaster agreement, Assignee and Party B shall be deemed to have entered into an ISDA form of Master Agreement (at Party A’s costMulticurrency-Cross Border) at Party A’s written request, take with a Schedule substantially in the form hereof but amended to reflect the name of the Assignee and the address for notices and any reasonable steps required to amended representations under Part 2 hereof as may be taken by it to effect such specified in the notice of transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 is hereby deleted in its entirety and replaced by the following: "Except as stated under Section 6(b)(ii) of this Agreement shall not apply to and as expressly provided herein, neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part, any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B. (ii) Subject to Part 5(o) below, the other party and the prior issuance of a Rating Confirmation; provided that Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretionperson, acting in a commercially reasonable mannerincluding, whether or not a transfer relates to all or substantially all without limitation, another of Party A’s rights 's offices, branches or affiliates (each, a "Transferee") on five Business Days' prior written notice to Party B and obligations under this Agreementthe prior issuance of a Rating Confirmation; provided that, (Bi) as of the date of such transfer transfer, neither the Transferee nor Party B will not be required to withhold or deduct any increased amount on account of a Tax from any payments Taxes under this Agreement unless as a result of such transfer, unless, as of the Transferee will be required date of such transfer, (x) Party B is entitled to make payments of additional amounts pursuant to under Section 2(d)(i)(4) on account of this Agreement in respect any such Taxes required to be deducted or withheld by the Transferee and (y) Party B is not required to pay Transferee additional amounts under Section 2(d)(i)(4) on account of any such TaxTaxes required to be deducted or withheld by Party B, and (Cii) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer. Upon any transfer pursuant to this Section 7 of this Agreement, the transferring party agrees to provide the non-transferring party with the name and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation address of the transferee in place of Party A with respect so that the non-transferring party may fulfill its requirements to such obligations (record the transfer on it books and records, and, notwithstanding anything to the contrary herein, any related interests failure by the transferring party to do so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after will render the effective date of the transferpurported transfer void."

Transfer. (i) Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(e) of this Agreement shall not apply to the Schedule, neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretionPerson, acting in a commercially reasonable mannerincluding, whether or not a transfer relates to all or substantially all without limitation, another of Party A’s rights offices, branches or affiliates (any such Person, office, branch or affiliate, a "Transferee") on at least five Business Days’ prior written notice to Party B and obligations under this Agreementthe Trustee; provided that, with respect to clause (ii), (BA) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency ConditionAgencies that, notwithstanding such transfer or assignment, the then-current ratings of the Offered Certificates will not be reduced or withdrawn. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 of this Agreement shall not apply to Party A and, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B. (ii) Subject to Part 5(o) below, Party A may (at its own costcost and using commercially reasonable efforts) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretion, acting in a using commercially reasonable mannerefforts, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, (C) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(f) of this Agreement shall not apply to the Schedule, neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity Person, including, without limitation, another of Party A's offices, branches or affiliates (any such Person, office, branch or affiliate, a “"Transferee”") that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory on at least five Business Days' prior written notice to Party B; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, ; (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency Condition. Following Agencies (as defined in the Pooling and Servicing Agreement) that, notwithstanding such transfer, all references to Party A shall the then-current ratings of the Offered Certificates will not be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(i) of this Agreement shall not apply to the Schedule, and except for the assignment by way of security in favor of Party B under the Pooling and Servicing Agreement, neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity Person, including, without limitation, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “"Transferee”") that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory on at least five Business Days’ prior written notice to Party B; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following will be responsible for any costs or expenses incurred in connection with such transfer, all references to . Party B will execute such documentation as is reasonably deemed necessary by Party A shall be deemed to be references to for the Transferee. (iii) If an entity has made a Firm Offer (which remains capable effectuation of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) . Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. In addition, Party A may transfer this Agreement without the prior consent of the Trustee, on behalf of Party B, to an affiliate that satisfies the Counterparty Rating Requirement or that has furnished a guarantee of the obligations under this Agreement from a guarantor that that satisfies the Counterparty Rating Requirement.

Transfer. (i) Section 7 of this Agreement shall not apply is hereby amended to read in its entirety as follows: Neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity Person, including, without limitation, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “"Transferee”") that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory on at least five Business Days’ prior written notice to Party B; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, ; (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency Condition. Following Agencies (as defined in the Pooling and Servicing Agreement) that, notwithstanding such transfer, all references to Party A shall the then-current ratings of the Offered Certificates will not be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 of this Agreement shall not apply to Party A and, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii5(e)(ii) below, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B. (ii) Subject to Part 5(o5(n) below, Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, (C) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer and (D) Party A receives confirmation from each Rating Agency (other than Moody’sXxxxx’x) that transfer to the Transferee does not violate the Rating Agency Condition. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii5(e)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f5(e) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(e) of this Agreement shall not apply to the Schedule, neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretionPerson, acting in a commercially reasonable mannerincluding, whether or not a transfer relates to all or substantially all without limitation, another of Party A’s rights 's offices, branches or affiliates (any such Person, office, branch or affiliate, a "Transferee") on at least five Business Days' prior written notice to Party B and obligations under this Agreementthe Trustee; provided that, with respect to clause (ii), (BA) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency ConditionAgencies that, notwithstanding such transfer or assignment, the then-current ratings of the Offered Certificates will not be reduced or withdrawn. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(e) of this Agreement shall not apply to the Schedule, neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity Person, including, without limitation, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory on at least five Business Days’ prior written notice to Party BB and the Trustee; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency ConditionAgencies that, notwithstanding such transfer or assignment, the then-current ratings of the Offered Certificates will not be reduced or withdrawn. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 of this Agreement shall not apply is hereby amended to Party A and, subject to read in its entirety as follows: "Except as stated under Section 6(b)(ii) (), provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, neither Party A may not nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity (a “Transferee”) Person that is an Eligible Replacement through office, branch or affiliate of Party A (any such Person, office, branch or affiliate, a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory Transferee) on at least five Business Days' prior written notice to Party B; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, ; (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Notwithstanding the foregoing, no transfer shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agency (Agencies other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following 's that, notwithstanding such transfer, all references the then-current ratings of the Certificates will not be reduced or withdrawn, provided, however, that this provision shall not apply to Party A shall be deemed to be references any transfer that is made pursuant to the Transferee. (iiiprovisions of Part 5(b) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) this Agreement. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. In addition, Party A may transfer this Agreement without the prior written consent of Party B but with prior written notice to S&P and the Supplemental Interest Trust Trustee, to an Affiliate of Party A that (i) satisfies the Hedge Counterparty Rating Requirements or that has furnished a guarantee, subject to Rating Agency Condition in relation to S&P, of the obligations under this Agreement from a guarantor that satisfies the Hedge Counterparty Rating Requirements and (ii) as of the date of such transfer such Affiliate will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless such Affiliate will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax; provided that satisfaction of the Rating Agency Condition in relation to S&P will be required unless such transfer is in connection with the assignment and assumption of this Agreement by such an Affiliate without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of such an Affiliate the substitute counterparty of the type included in Section (c) of this Section 7 and notice information (in which case, Party A shall provide written notice to S&P with respect thereto). Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any transfer under this Section 7." (ii) If an Eligible Replacement has made a Firm Offer (which means an offer that will become legally binding upon acceptance by Party B) to be the transferee pursuant to a transfer under Part 5(b), Party B shall, at Party A's written request and at Party A's expense, take any reasonable steps required to be taken by Party B to effect such transfer.

Transfer. (i) Section 7 of this Agreement shall not apply is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity (a “Transferee”) Person that is an Eligible Replacement through office, branch or affiliate of Party A (any such Person, office, branch or affiliate, a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory Transferee) on at least five Business Days’ prior written notice to Party B; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, ; (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency Condition. Following Agencies that, notwithstanding such transfer, all references the then-current ratings of the Offered Certificates will not be reduced or withdrawn, provided, however, that this provision shall not apply to Party A shall be deemed to be references any transfer that is made pursuant to the Transferee. (iiiprovisions of Part 5(b) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) this Agreement. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 of this Agreement shall not apply is hereby amended to Party A and, subject to read in its entirety as follows: Except as stated under Section 6(b)(ii) (), provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, neither Party A may not nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity (a “Transferee”) Person that is an Eligible Replacement through office, branch or affiliate of Party A (any such Person, office, branch or affiliate, a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory Transferee) on at least five Business Days' prior written notice to Party B; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, ; (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no transfer shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency Condition. Following Agencies that, notwithstanding such transfer, all references the then-current ratings of the Certificates will not be reduced or withdrawn, provided, however, that this provision shall not apply to Party A shall be deemed to be references any transfer that is made pursuant to the Transferee. (iiiprovisions of Part 5(b) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) this Agreement. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. In addition, Party A may transfer this Agreement without the prior written consent of the Trustee on behalf of Party B but with prior written notice to S&P and the Trustee, to an Affiliate of Party A that (i) satisfies the Hedge Counterparty Rating Requirements or that has furnished a guarantee, subject to S&P Ratings Condition, of the obligations under this Agreement from a guarantor that satisfies the Hedge Counterparty Rating Requirements and (ii) as of the date of such transfer such Affiliate will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless such Affiliate will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax; provided that satisfaction of the S&P Ratings Condition will be required unless such transfer is in connection with the assignment and assumption of this Agreement by such an Affiliate without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of such an Affiliate the substitute counterparty of the type included in Section (c) of this Part 5 and notice information (in which case, Party A shall provide written notice to S&P with respect thereto). (ii) If an Eligible Replacement has made a Firm Offer (which means an offer that will become legally binding upon acceptance by Party B) to be the transferee pursuant to a Permitted Transfer, Party B shall, at Party A's written request and at Party A's expense, take any reasonable steps required to be taken by Party B to effect such transfer.

Transfer. (i) Section 7 of this Agreement shall not apply is hereby amended to read in its entirety as follows: Neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; PROVIDED, HOWEVER, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all or assignment of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer or assign this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretionPerson, acting in a commercially reasonable mannerincluding, whether or not a transfer relates to all or substantially all without limitation, another of Party A’s rights 's offices, branches or affiliates (any such Person, office, branch or affiliate, a "Transferee") on at least five Business Days' prior written notice to Party B and obligations under this Agreementthe Trustee; PROVIDED that, with respect to clause (ii), (BA) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer shall be made unless the transferring party (i) obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency Condition. Following Agencies that, notwithstanding such transfer, all references the then-current ratings of the Certificates and the Notes (without regard to Party A shall the Note Policy or the Backup Note Policy) will not be deemed reduced or withdrawn and (ii) obtains the written consent of the Note Insurer and the Backup Note Insurer, such consent not to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) unreasonably withheld. Except as specified otherwise in the documentation evidencing a transfertransfer or assignment, a transfer or assignment of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(g) of this Agreement shall not apply to the Schedule, and except for the assignment by way of security in favor of the Party B under the Pooling and Servicing Agreement, neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity Person, including, without limitation, another of Party A's offices, branches or affiliates (any such Person, office, branch or affiliate, a “"Transferee”") that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory on at least five Business Days' prior written notice to Party B; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following will be responsible for any costs or expenses incurred in connection with such transfer, all references to . Party B will execute such documentation as is reasonably deemed necessary by Party A shall be deemed to be references to for the Transferee. (iii) If an entity has made a Firm Offer (which remains capable effectuation of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) . Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. In addition, Party A may transfer this Agreement without the prior consent of the Trustee, on behalf of Party B, to an affiliate that satisfies the Counterparty Rating Requirement or that has furnished a guarantee of the obligations under this Agreement from a guarantor that that satisfies the Counterparty Rating Requirement.

Transfer. (i) Section 7 of this Agreement shall not apply to Party A and, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii5(e)(ii) and Part 5(e)(v) below, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B.B (it being understood that obtaining the prior written consent of Party B shall not relieve Party A of its obligations under Section 6(b)(ii), Part 5(e)(ii), below, or Part 5(e)(v), below, as applicable). (ii) Subject to Part 5(o) below5(z), Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “"Transferee”") that is an Eligible Replacement through a novation or other an assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s 's rights and obligations under this Agreement (which such determination shall be evidenced by satisfaction of the Rating Agency Condition, where compliance with the Rating Agency Condition is required under this Agreement), (B) the Transferee, as of the date of such transfer the Transferee will not transfer, must not, as a result thereof, be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the such Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in with respect of such TaxTax (as evidenced by a law firm legal opinion to that effect), (C) the transfer to the Transferee must not lead to a Termination Event or Event of Default does not occur occurring with respect to this Agreement (which shall be evidenced by satisfaction of the Rating Agency Condition, where compliance with the Rating Agency Condition is required under this Agreement as a result of such transfer Agreement), and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) the Transferee, as of the date of the transfer, must enter into a new indemnification and disclosure agreement with substantially the same terms as the existing XXX; provided that transfer to the Transferee does not violate satisfaction of the Rating Agency ConditionCondition will be required unless such transfer is in connection with the assignment and assumption of this Agreement without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of the Transferee of the type included in Section (c) of this Part 5 and notice information (in which case, Party A shall provide prior written notice to Rating Agencies with respect thereto). Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii5(e)(ii) above, Party B shall (at Party A’s 's cost) at Party A’s 's written request, take any reasonable steps required execute such documentation provided to be taken it by it Party A as reasonably necessary to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f5(e) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. (v) In addition, Party A may transfer this Agreement without the prior written consent of Party B but with prior written notice to S&P, Xxxxx'x, Fitch and the Supplemental Interest Trust Trustee, to an Affiliate of Party A if: (i) such Affiliate has the First Trigger Required Ratings or has furnished an Eligible Guarantee provided by a guarantor that satisfies the Hedge Counterparty Ratings Requirement (which shall be evidenced by satisfaction of the Rating Agency Condition, where compliance with the Rating Agency Condition is required under this Agreement), (ii) the transfer to such Affiliate does not lead to a Termination Event or Event of Default occurring with respect to this Agreement (which shall be evidenced by satisfaction of the Rating Agency Condition, where compliance with the Rating Agency Condition is required under this Agreement), (iii) as of the date of the transfer, such Affiliate assumes all continuing obligations of Party A, if any, under the XXX, and (iv) as of the date of the transfer, such Affiliate will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless such Affiliate will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement with respect of such Tax (as evidenced by a law firm legal opinion to that effect); provided that satisfaction of the Rating Agency Condition will be required unless such transfer is in connection with the assignment and assumption of this Agreement by such an Affiliate without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of such an Affiliate of the type included in Section (c) of this Part 5 and notice information (in which case, Party A shall provide written notice to Rating Agencies with respect thereto).

Transfer. (i) Section 7 of this Agreement shall not apply is hereby amended to read in its entirety as follows: Neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all or assignment of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer or assign this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretionPerson, acting in a commercially reasonable mannerincluding, whether or not a transfer relates to all or substantially all without limitation, another of Party A’s rights offices, branches or affiliates (any such Person, office, branch or affiliate, a "Transferee") on at least five Business Days’ prior written notice to Party B and obligations under this Agreementthe Trustee; provided that, with respect to clause (ii), (BA) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no transfer (including, but not limited to transfers under Section 7 or otherwise) shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency Condition. Following Agencies that, notwithstanding such transfer, all references to Party A shall the then-current ratings of the Certificates will not be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfertransfer or assignment, a transfer or assignment of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(e) of this Agreement shall not apply to the Schedule, neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity Person, including, without limitation, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory on at least five Business Days’ prior written notice to Party BB and the Trustee; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency ConditionAgencies that, notwithstanding such transfer or assignment, the then-current ratings of the Offered Certificates and the Class B3 Certificates will not be reduced or withdrawn. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 of this Agreement shall not apply is hereby amended to Party A and, subject to read in its entirety as follows: Except as stated under Section 6(b)(ii) (), provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, neither Party A may not nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity (a “Transferee”) Person that is an Eligible Replacement through office, branch or affiliate of Party A (any such Person, office, branch or affiliate, a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory Transferee) on at least five Business Days’ prior written notice to Party B; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, ; (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no transfer shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency Condition. Following Agencies that, notwithstanding such transfer, all references the then-current ratings of the Certificates will not be reduced or withdrawn, provided, however, that this provision shall not apply to Party A shall be deemed to be references any transfer that is made pursuant to the Transferee. (iiiprovisions of Part 5(b) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) this Agreement. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. In addition, Party A may transfer this Agreement without the prior written consent of the Trustee on behalf of Party B but with prior written notice to S&P, to an Affiliate of Party A that satisfies the Hedge Counterparty Rating Requirements or that has furnished a guarantee, subject to S&P Ratings Condition, of the obligations under this Agreement from a guarantor that satisfies the Hedge Counterparty Rating Requirements; provided that satisfaction of the S&P Ratings Condition will be required unless such transfer is in connection with the assignment and assumption of this Agreement by such an Affiliate without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) are not modified and that, as of the date of such transfer, the Affiliate will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Affiliate will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax.) and any other representations regarding the status of such an Affiliate the substitute counterparty of the type included in Section (c) of this Part 5 and notice information (in which case, Party A shall provide written notice to S&P with respect thereto).

Transfer. (i) Section 7 of this Agreement shall not apply to Party A and, subject to Section 6(b)(iiis replaced in its entirety with the following: (a) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not transfer (whether by way of security or otherwise) Neither this Agreement nor any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and or any Transaction may be transferred by Party B without the prior written consent of Party B.A and any purported transfer without such consent will be void. (iib) Subject to Part 5(oSection 6(b)(ii) belowof this Agreement, and except as expressly provided herein, neither this Agreement nor any interest or obligation in or under this Agreement or any Transaction may be transferred by Party A may (at its own cost) transfer all or substantially all without the prior written consent of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretion(other than pursuant to a consolidation or amalgamation with, acting in a commercially reasonable manneror merger with or into, whether or not a transfer relates to of all or substantially all of Party A’s rights 's assets to, another entity) and any purported transfer without such consent will be void. Party A may transfer the Agreement, any of its interests and obligations in and under this Agreement or all, but not fewer than all Transactions, to another of Party A's offices, branches or Affiliates on two Business Days' prior written notice; provided, however, that (i) if such transfer is to an entity other than American International Group, Inc., such notice shall be accompanied by a Guarantee of American International Group, Inc. of such transferee's obligations in substantially the form of the Guarantee of American International Group, Inc. referred to in Part 4(f) of this Schedule or by an agreement in writing of American International Group, Inc. that such Guarantee will apply to the obligations of such transferee under this Agreement, (Bii) Party B will not, as a result of such transfer, be required under tax laws in effect on the date of transfer to pay to the transferee on the next succeeding Scheduled Payment Date an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of default interest) greater than the amount which Party B would have been required to pay to Party A in the absence of such transfer transfer, (iii) the Transferee transferee will not not, as a result of such transfer, be required under laws in effect on the date of transfer to withhold or deduct on the next succeeding Scheduled Payment Date on account of a Indemnifiable Tax from any payments under this Agreement Section 2(d)(i) (except in respect of default interest) amounts in excess of that which Party A would, on the next succeeding Scheduled Payment Date, have been required to so withhold or deduct in the absence of such transfer unless the Transferee will transferee would be required to make additional payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of corresponding to such Tax, excess and (Civ) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer. With respect to the result described in subclauses (ii) and (D) iii), Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer agrees to the Transferee does not violate the Rating Agency Condition. Following cause such transfertransferee to make, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, and Party B shall (at Party A’s cost) at Party A’s written requestagrees to make, take any reasonable steps required such Payee Tax Representations and Payer Tax Representation as may be reasonably requested by the other party in order to be taken by it permit such other party to effect determine that such result will not occur after such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 of this Agreement shall not apply to Neither Party A andnor Party B is permitted to amend, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) belowassign, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all or assignment of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer or assign this Agreement to any other entity Person, including, without limitation, another of Party A's offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”"TRANSFEREE") that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory on at least five Business Days' prior written notice to Party B; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this the Master Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no transfer by either party shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency Condition. Following Agencies that, notwithstanding such transfer, all references to Party A shall the then-current ratings of the Certificates will not be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfertransfer or assignment, a transfer or assignment of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 of this Agreement shall not apply to Neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all or assignment of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer or assign this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretionPerson, acting in a commercially reasonable mannerincluding, whether or not a transfer relates to all or substantially all without limitation, another of Party A’s rights offices, branches or affiliates (any such Person, office, branch or affiliate, a "Transferee") on at least five Business Days’ prior written notice to Party B and obligations under this Agreementthe Trustee; provided that, with respect to clause (ii), (BA) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no transfer (including, but not limited to transfers under Section 7 or otherwise) shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency Condition. Following Agencies that, notwithstanding such transfer, all references to Party A shall the then-current ratings of the Certificates will not be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfertransfer or assignment, a transfer or assignment of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 of this Agreement shall not apply is hereby amended to Party A and, subject to read in its entirety as follows: Except as stated under Section 6(b)(ii) (), provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, neither Party A may not nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity (a “Transferee”) Person that is an Eligible Replacement through office, branch or affiliate of Party A (any such Person, office, branch or affiliate, a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory Transferee) on at least five Business Days' prior written notice to Party B; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, ; (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no transfer shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency Condition. Following Agencies that, notwithstanding such transfer, all references the then-current ratings of the Certificates will not be reduced or withdrawn, provided, however, that this provision shall not apply to Party A shall be deemed to be references any transfer that is made pursuant to the Transferee. (iiiprovisions of Part 5(b) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) this Agreement. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. In addition, Party A may transfer this Agreement without the prior written consent of the Trust Administrator on behalf of Party B but with prior written notice to S&P and the Trust Administrator, to an Affiliate of Party A that (i) satisfies the Hedge Counterparty Rating Requirements or that has furnished a guarantee, subject to S&P Ratings Condition, of the obligations under this Agreement from a guarantor that satisfies the Hedge Counterparty Rating Requirements and (ii) as of the date of such transfer such Affiliate will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless such Affiliate will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax; provided that satisfaction of the S&P Ratings Condition will be required unless such transfer is in connection with the assignment and assumption of this Agreement by such an Affiliate without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of such an Affiliate the substitute counterparty of the type included in Section (c) of this Part 5 and notice information (in which case, Party A shall provide written notice to S&P with respect thereto). (ii) If an Eligible Replacement has made a Firm Offer (which means an offer that will become legally binding upon acceptance by Party B) to be the transferee pursuant to a Permitted Transfer, Party B shall, at Party A's written request and at Party A's expense, take any reasonable steps required to be taken by Party B to effect such transfer.

Transfer. (i) Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(b) of this Agreement shall not apply to the Schedule, neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity Person, including, without limitation, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory on at least five Business Days’ prior written notice to Party BB and the Trustee; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency ConditionAgencies that, notwithstanding such transfer or assignment, the then-current ratings of the Offered Certificates and the Class M9 Certificates will not be reduced or withdrawn. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(e) of this Agreement shall not apply to the Schedule, neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretionPerson, acting in a commercially reasonable mannerincluding, whether or not a transfer relates to all or substantially all without limitation, another of Party A’s rights offices, branches or affiliates (any such Person, office, branch or affiliate, a "Transferee") on at least five Business Days’ prior written notice to Party B and obligations under this Agreementthe Trustee; provided that, with respect to clause (ii), (BA) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency ConditionAgencies (as defined in the Pooling and Servicing Agreement) that, notwithstanding such transfer or assignment, the then-current ratings of the Class A1 Certificates will not be reduced or withdrawn. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(e) of this Agreement shall not apply to the Schedule, neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretionPerson, acting in a commercially reasonable mannerincluding, whether or not a transfer relates to all or substantially all without limitation, another of Party A’s rights offices, branches or affiliates (any such Person, office, branch or affiliate, a "Transferee") on at least five Business Days’ prior written notice to Party B and obligations under this Agreementthe Trustee; provided that, with respect to clause (ii), (BA) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency ConditionAgencies (as defined in the Pooling and Servicing Agreement) that, notwithstanding such transfer or assignment, the then-current ratings of the Class A1 Certificates, the Class A2-A Certificates, the Class A2-B Certificates, the Class M1 Certificates, the Class M2 Certificates, the Class M3 Certificates, the Class B1 Certificates, the Class B2 Certificates or the Class B3 Certificates will not be reduced or withdrawn. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Notwithstanding anything to the contrary in Section 7 of this Agreement the Agreement, Party A may, with the consent of Party B (which consent shall not apply be unreasonably withheld or delayed, provided that (x) if Party B does not respond within 2 Business Days after notice of any such proposed transfer or assignment from Party A, such consent shall be deemed to have been given and (y) so long as either an Event of Default with respect to which Party B is the Defaulting Party or a Termination Event with respect to which Party B is an Affected Party has occurred and is continuing at the time of the transfer or assignment or if the transferee or assignee is an Affiliate of Party A andor in the circumstances described in Sections 7(a) and 7(b) of the Agreement, subject Party B shall be deemed to Section 6(b)(ii) (provided that have given its consent and no actual specific written consent shall be required), transfer or assign the Transaction to which this Confirmation relates and the rights and obligations of Party A under the Agreement and the Credit Support Documents to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice they relate to the Rating Agencies of such transfer) and Part 5(f)(ii) belowTransaction to which this Confirmation relates to one or more assignees (each, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B. (ii) Subject to Part 5(o) below, Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B); provided that that, in the event of an assignment or transfer by Party A without the express consent of Party B (Aother than an assignment or transfer of the type described in Section 7(a) or 7(b) of the Agreement, in which case the following provisions shall not apply, but without prejudice to any other right or remedy under the Agreement); (i) Party B shall determine in its sole discretionwill not, acting in as a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date result of such transfer the Transferee will not transfer, be required to withhold pay to the Transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) under the Transferee Agreement (as defined below) greater than the amount in respect of which Party B would have been required to pay to Party A in the absence of such transfer; (ii) Party B will not receive any payment under the Transferee Agreement from which an amount is required to be, as a result of such transfer, withheld or deduct deducted on account of a Tax from any payments under this Agreement unless with respect to which no additional amount is required to be paid by the Transferee will be required to make payments of additional amounts pursuant to under Section 2(d)(i)(4) of the Transferee Agreement (other than by reason of Section 2(d)(i)(4)(A) or (B) thereof); (iii) at the time of the assignment, if Party B and the Transferee have not entered into a master agreement in the form of the Agreement, this Confirmation shall evidence a complete binding agreement between them as to the terms of the Transaction to which this Confirmation relates, and Party B and the Transferee shall use all reasonable efforts promptly to negotiate, execute and deliver an agreement in the form of the ISDA 2002 Master Agreement (the “ISDA Form”), with such modifications as they shall in good faith agree (the “Transferee Agreement”); upon the execution and delivery of the Transferee Agreement, this Confirmation will supplement, form a part of and be subject to that agreement; until the execution and delivery of the Transferee Agreement, this Confirmation, together with all other documents referring to the ISDA Form confirming transactions entered into between Party B and the Transferee, shall supplement, form a part of, and be subject to an agreement in the form of the ISDA Form as if they had executed an agreement in such form (but without any Schedule except for the election of the laws of the State of New York as the governing law and USD as the Termination Currency) on the date in which the assignment is effective between Party B and the Transferee; in the event of any inconsistency between the provisions of that agreement and this Confirmation, this Confirmation will prevail for the purpose of the Transaction; (iv) neither an Event of Default with respect of such Tax, (C) to which Party A is the Defaulting Party nor a Termination Event or with respect to which Party A is an Affected Party has occurred and is continuing at the time of the assignment, and neither an Event of Default does nor a Termination Event shall occur as a result of the assignment; (v) it will not occur become, and there is not a substantial likelihood that it will become, unlawful for either party to perform any obligation under this the Transferee Agreement as a result of such transfer assignment; and (Dvi) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer provides to Party B written notice of such assignment reasonably in advance of the assignment specifying the date of such assignment. Unless Party B is notified in writing to the Transferee does not violate contrary, from and after such date specified for an assignment that complies with the Rating Agency Condition. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) aboveforegoing, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except may treat the Transferee as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transferall purposes.

Transfer. (i) Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(i) of this Agreement shall not apply to the Schedule, and except for the assignment by way of security in favor of the Party B under the Pooling and Servicing Agreement, neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity Person, including, without limitation, another of Party A’s offices, branches ox affiliates (any such Person, office, branch or affiliate, a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory on at least five Business Days’ prior written notice to Party B; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a at result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following will be responsible for any costs or expenses incurred in connection with such transfer, all references to . Party B will execute such documentation as is reasonably deemed necessary by Party A shall be deemed to be references to for the Transferee. (iii) If an entity has made a Firm Offer (which remains capable effectuation of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) . Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(e) of this Agreement shall not apply to the Schedule, neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretionPerson, acting in a commercially reasonable mannerincluding, whether or not a transfer relates to all or substantially all without limitation, another of Party A’s rights offices, branches or affiliates (any such Person, office, branch or affiliate, a "Transferee") on at least five Business Days’ prior written notice to Party B and obligations under this Agreementthe Trustee; provided that, with respect to clause (ii), (BA) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency ConditionAgencies that, notwithstanding such transfer or assignment, the then-current ratings of the Offered Certificates and the Class B2 Certificates will not be reduced or withdrawn. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 of this Agreement shall not apply to Neither Party A andnor Party B is permitted to amend, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) belowassign, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all or assignment of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer or assign this Agreement to any other entity Person, including, without limitation, another of Party A's offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”"TRANSFEREE") that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory on at least five Business Days' prior written notice to Party B; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this the Master Agreement II in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no transfer by either party shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency Condition. Following Agencies that, notwithstanding such transfer, all references to Party A shall the then-current ratings of the Certificates will not be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfertransfer or assignment, a transfer or assignment of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. Section 7 is hereby amended to read in its entirety as follows: (i) Section 7 of this Agreement shall not apply to Party A and, subject to Except as stated under Section 6(b)(ii) (), provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, neither Party A may not nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity (a “Transferee”) Person that is an Eligible Replacement through office or branch of Party A (any such Person, office or branch, a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory Transferee) on at least five Business Days' prior written notice to Party B; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, ; (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency Condition. Following Agencies that, notwithstanding such transfer, all references the then-current ratings of the Certificates will not be reduced or withdrawn, provided, however, that this provision shall not apply to Party A shall be deemed to be references any transfer that is made pursuant to the Transferee. (iiiprovisions of Part 5(c) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) this Agreement. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee Transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. In addition, Party A may transfer this Agreement without the prior written consent of the Trustee on behalf of Party B but with prior written notice to S&P and the Trustee, to an Affiliate of Party A that (i) satisfies the Hedge Counterparty Rating Requirements or that has furnished a guarantee, subject to S&P Ratings Condition, of the obligations under this Agreement from a guarantor that satisfies the Hedge Counterparty Rating Requirements (ii) as of the date of such transfer such Affiliate will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless such Affiliate will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax; provided that satisfaction of the S&P Ratings Condition will be required unless such transfer is in connection with the assignment and assumption of this Agreement by such an Affiliate without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of such an Affiliate the substitute counterparty of the type included in Section (c) of this Part 5 and notice information (in which case, Party A shall provide written notice to S&P with respect thereto) and (iii) such Affiliate has executed an Item 1115 Agreement with the Depositor. (ii) If an Eligible Replacement has made a Firm Offer (which means an offer that will become legally binding upon acceptance by Party B) to be the transferee pursuant to a Permitted Transfer, Party B shall, at Party A's written request and at Party A's expense, take any reasonable steps required to be taken by Party B to effect such transfer. Permitted Transfer, means a Transfer that occurs pursuant to Part 5(g).

Transfer. (ia) Section 7 Except in the case of this Agreement shall not apply to a Party A and, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B. (ii) Subject to Part 5(o) below, Party A may (at its own cost) transfer all or substantially transferring all of its rights and obligations with respect to this Agreement to any other entity (Participating Interest or a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Defaulting Party B; provided that (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, (C) a Termination Event or Event of Default does not occur under this Agreement being diluted as a result of such transfer and (D) its default, or unless otherwise agreed, no Transfer shall be made by any Party A receives confirmation from each Rating Agency (that results in the transferor or the transferee holding a Participating Interest of less than 5 per cent or any interest other than Moody’sa Participating Interest in the Permits and this Agreement. (b) that transfer Subject to the Transferee does not violate terms of clauses 4.9 and 4.10, the Rating Agency ConditionParty serving as Operator shall remain Operator after Transfer of a portion of its Participating Interest. Following such transferIn the event of a Transfer of all of its Participating Interest, all references except to an Affiliate, the Party A serving as Operator shall be deemed to have resigned as Operator, effective on the date the Transfer becomes effective under this clause 14, in which event a successor Operator shall be references appointed under clause 4.11. If Operator transfers all of its Participating Interest to an Affiliate, that Affiliate shall automatically become the Transfereesuccessor Operator, provided that the transferring Operator shall remain liable for its Affiliate’s performance of its obligations. (iiic) If an entity has made Notwithstanding a Firm Offer Transfer, both the transferee and the transferring Party shall be liable to the other Parties for the transferring Party’s Participating Interest share of any obligations (financial or otherwise) that have vested, matured, or accrued under the Permits or this Agreement before such Transfer. Such obligations, shall include any proposed expenditure approved by the Operating Committee before the transferring Party notifying the other Parties of its proposed Transfer and shall also include costs of plugging and abandoning xxxxx or portions of xxxxx and Decommissioning facilities in which remains capable the transferring Party participated (or was required to bear a share of becoming legally binding upon acceptancethe costs pursuant to this sentence) to the extent such costs are payable by the Parties under the Permits. (d) A transferee has no rights in the Permits or this Agreement (except any notice and cure rights or similar rights that may be provided to a Lien Holder (as defined in clause 17.2(e)) by separate instrument signed by all Parties) unless and until: (i) such transferee expressly undertakes in an instrument reasonably satisfactory to the transferee of a transfer to be made other Parties, which instrument is approved and registered in accordance with Part 5(f)(iithe Petroleum Act, to observe, discharge and perform all of the rights, liabilities and obligations of the transferor under the Permits and this Agreement to the extent of the Participating Interest being transferred to it and obtains any necessary Government approval for the Transfer and furnishes any guarantees required by the Government or the Permits on or before the applicable deadlines; Amending Deed – Joint Operating Agreement (Beetaloo JV) above, Party B shall 98 (at Party A’s costii) at Party A’s written request, take any reasonable steps required it executes and delivers to be taken by it to effect such transfer. (iv) Except as specified otherwise each of the Parties a deed of cross security in the documentation evidencing a transfer, a transfer same form as the Deed of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.Cross Security;

Transfer. (i) Section 7 is hereby deleted in its entirety and replaced by the following: “Except as stated under Section 6(b)(ii) of this Agreement shall not apply to and as expressly provided herein, neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part, any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B. the other party (iisuch consent not to be unreasonably withheld or delayed) Subject to Part 5(o) below, and the prior issuance of a Rating Confirmation; provided that Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity person, including, without limitation, another of Party A’s offices, branches or affiliates (each, a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory on five Business Days’ prior written notice to Party BB and the prior issuance of a Rating Confirmation; provided that (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreementthat, (Bi) as of the date of such transfer transfer, neither the Transferee nor Party B will not be required to withhold or deduct any increased amount on account of a Tax from any payments Taxes under this Agreement unless as a result of such transfer, unless, as of the Transferee will be required date of such transfer, (x) Party B is entitled to make payments of additional amounts pursuant to under Section 2(d)(i)(4) on account of this Agreement in respect any such Taxes required to be deducted or withheld by the Transferee and (y) Party B is not required to pay Transferee additional amounts under Section 2(d)(i)(4) on account of any such TaxTaxes required to be deducted or withheld by Party B, and (Cii) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer. Upon any transfer pursuant to this Section 7 of this Agreement, the transferring party agrees to provide the non-transferring party with the name and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation address of the transferee in place of Party A with respect so that the non-transferring party may fulfill its requirements to such obligations (record the transfer on it books and records, and, notwithstanding anything to the contrary herein, any related interests failure by the transferring party to do so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after will render the effective date of the transferpurported transfer void.”

Transfer. (i) Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(e) of this Agreement shall not apply to the Schedule, neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretionPerson, acting in a commercially reasonable mannerincluding, whether or not a transfer relates to all or substantially all without limitation, another of Party A’s rights offices, branches or affiliates (any such Person, office, branch or affiliate, a "Transferee") on at least five Business Days’ prior written notice to Party B and obligations under this Agreementthe Trustee; provided that, with respect to clause (ii), (BA) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency ConditionAgencies that, notwithstanding such transfer or assignment, the then-current ratings of the Group 1 Certificates will not be reduced or withdrawn. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 of this Agreement shall not apply to Neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all or assignment of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer or assign this Agreement to any other entity Person, including, without limitation, another of Party A's offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”"TRANSFEREE") that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory on at least five Business Days' prior written notice to Party B; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this the ISDA Form Master Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no transfer by either party shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency Condition. Following Agencies that, notwithstanding such transfer, all references to Party A shall the then-current ratings of the Certificates will not be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfertransfer or assignment, a transfer or assignment of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. 11. Amendment of the Pooling Agreement. Party B shall not amend the Pooling Agreement without Party A's prior written consent, where such consent is required under the terms of the Pooling Agreement. 12. Agency Role of Greenwich Capital Markets, Inc. This Transaction has been entered into by Greenwich Capital Markets, Inc., as agent for Party A. Greenwich Capital Markets, Inc. has not guaranteed and is not otherwise responsible for the obligations of Party A under this Transaction. This Agreement may be executed in several counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. We are very pleased to have executed this Transaction with you and we look forward to completing other transactions with you in the near future. Very truly yours, THE ROYAL BANK OF SCOTLAND PLC BY: GREENWICH CAPITAL MARKETS, INC., ITS AGENT By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Party B, acting through its duly authorized signatory, hereby agrees to, accepts and confirms the terms of the foregoing as of the Trade Date. LASALLE BANK NATIONAL ASSOCIATION, NOT IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS TRUSTEE FOR THE SUPPLEMENTAL INTEREST TRUST WITH RESPECT TO XXXXXXX XXXXX MORTGAGE INVESTORS TRUST, SERIES 2006-FM1 By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Solely with respect to Paragraphs 8 and 9, XXXXXXX XXXXX MORTGAGE LENDING, INC. By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- APPENDIX A (all such dates subject to adjustment in accordance with the Business Day Convention) From and including To but excluding Notional Amount (USD) ------------------ ---------------- --------------------- 6/30/2006 7/25/2006 0 7/25/2006 8/25/2006 0 8/25/2006 9/25/2006 0 9/25/2006 10/25/2006 0 10/25/2006 11/25/2006 0 11/25/2006 12/25/2006 0 12/25/2006 1/25/2007 367,874,591 1/25/2007 2/25/2007 352,767,716 2/25/2007 3/25/2007 336,351,301 3/25/2007 4/25/2007 318,944,792 4/25/2007 5/25/2007 301,059,011 5/25/2007 6/25/2007 283,107,993 6/25/2007 7/25/2007 265,667,982 7/25/2007 8/25/2007 248,953,736 8/25/2007 9/25/2007 233,349,494 9/25/2007 10/25/2007 218,841,751 10/25/2007 11/25/2007 205,569,159 11/25/2007 12/25/2007 193,368,411 12/25/2007 1/25/2008 182,088,119 1/25/2008 2/25/2008 171,562,050 2/25/2008 3/25/2008 161,291,172 3/25/2008 4/25/2008 150,253,736 4/25/2008 5/25/2008 137,086,035 5/25/2008 6/25/2008 121,136,159 6/25/2008 7/25/2008 105,203,575 7/25/2008 8/25/2008 92,684,924 8/25/2008 9/25/2008 82,695,236 9/25/2008 10/25/2008 78,434,000 10/25/2008 11/25/2008 78,434,000 11/25/2008 12/25/2008 74,583,020 12/25/2008 1/25/2009 69,614,729 1/25/2009 2/25/2009 65,071,531 2/25/2009 3/25/2009 60,927,085 3/25/2009 4/25/2009 57,109,898 4/25/2009 5/25/2009 53,556,473 5/25/2009 6/25/2009 50,210,603 6/25/2009 7/25/2009 47,102,919 7/25/2009 8/25/2009 44,242,962 8/25/2009 9/25/2009 41,650,284 From and including To but excluding Notional Amount (USD) ------------------ ---------------- --------------------- 9/25/2009 10/25/2009 39,299,785 10/25/2009 11/25/2009 37,151,536 11/25/2009 12/25/2009 35,172,048 12/25/2009 1/25/2010 33,340,885 1/25/2010 2/25/2010 31,640,281 2/25/2010 3/25/2010 30,056,669 3/25/2010 4/25/2010 28,577,783 4/25/2010 5/25/2010 27,194,521 5/25/2010 6/25/2010 25,898,010 6/25/2010 7/25/2010 24,688,744 7/25/2010 8/25/2010 23,567,589 8/25/2010 9/25/2010 22,485,938 EXHIBIT R FORM OF ASSESSMENT OF COMPLIANCE [DATE] Xxxxxxx Xxxxx Mortgage Investors, Inc. 000 Xxxxx Xxxxxx 4 World Financial Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 LaSalle Bank National Association 000 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Services - Xxxxxxx Xxxxx Mortgage Investors Trust, Series 2006-FM1 Wilshire Credit Corporation 00000 XX Xxxxxxxx Way Suite 200 Beaverton, Oregon 97005 Xxxxx'x Investors Service, Inc. 00 Xxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Standard & Poor's, a division of The XxXxxx-Xxxx Companies, Inc. 00 Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Pooling and Servicing Agreement (the "Agreement") dated as of June 1, 2006 among Xxxxxxx Xxxxx Mortgage Investors, Inc., as depositor, Wilshire Credit Corporation, as servicer and LaSalle Bank National Association, as trustee, relating to Xxxxxxx Xxxxx Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2006-FM1 (the "Issuing Entity") For the calendar year ending December 31, [2006] or portion thereof, [LaSalle Bank National Association, as Trustee] [Wilshire Credit Corporation, as Servicer] for the Issuing Entity has complied in all material respects with the relevant Servicing Criteria in Exhibit S of the Agreement. All capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Agreement. Date: ------------------------------- By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- EXHIBIT S SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE (RMBS unless otherwise noted) DEFINITIONS KEY: PRIMARY SERVICER - transaction party having borrower contactX - obligation TRUSTEE - fiduciary of the transaction and safe keeper of certain pool assets CUSTODIAN - safe keeper of certain pool assets WHERE THERE ARE MULTIPLE CHECKS FOR CRITERIA THE ATTESTING PARTY WILL IDENTIFY IN THEIR MANAGEMENT ASSERTION THAT THEY ARE ATTESTING ONLY TO THE PORTION OF THE DISTRIBUTION CHAIN THEY ARE RESPONSIBLE FOR IN THE RELATED TRANSACTION AGREEMENTS. WILSHIRE CREDIT REGULATION AB CORPORATION LASALLE BANK REFERENCE SERVICING CRITERIA (SERVICER) (TRUSTEE) ADDITIONAL INFORMATION ---------------- ------------------ --------------- ------------- ---------------------- GENERAL SERVICING CONSIDERATIONS 1122(d)(1)(i) Policies and procedures are instituted to X X monitor any performance or other triggers and events of default in accordance with the transaction agreements. 1122(d)(1)(ii) If any material servicing activities are IF APPLICABLE IF APPLICABLE outsourced to third parties, policies and FOR A FOR A procedures are instituted to monitor the TRANSACTION TRANSACTION third party's performance and compliance PARTICIPANT PARTICIPANT with such servicing activities. 1122(d)(1)(iii) Any requirements in the transaction N/A N/A agreements to maintain a back-up servicer for the Pool Assets are maintained. 1122(d)(1)(iv) A fidelity bond and errors and omissions X policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements. CASH COLLECTION AND ADMINISTRATION 1122(d)(2)(i) Payments on pool assets are deposited X X into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements. WILSHIRE CREDIT REGULATION AB CORPORATION LASALLE BANK REFERENCE SERVICING CRITERIA (SERVICER) (TRUSTEE) ADDITIONAL INFORMATION ---------------- ------------------ --------------- ------------- ---------------------- 1122(d)(2)(ii) Disbursements made via wire transfer on X X Servicer disburses behalf of an obligor or to an investor funds to trustee. are made only by authorized personnel. Trustee disburses funds to certificateholders. 1122(d)(2)(iii) Advances of funds or guarantees regarding X collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements. 1122(d)(2)(iv) The related accounts for the transaction, X X such as cash reserve accounts or accounts established as a form of over collateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements. 1122(d)(2)(v) Each custodial account is maintained at a X X federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, "federally insured depository institution" with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act. 1122(d)(2)(vi) Unissued checks are safeguarded so as to X X prevent unauthorized access. 1122(d)(2)(vii) Reconciliations are prepared on a monthly X X basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements. INVESTOR REMITTANCES AND REPORTING 1122(d)(3)(i) Reports to investors, including those to X X be filed with the Commission, are maintained in accordance with the transaction agreements and applicable WILSHIRE CREDIT REGULATION AB CORPORATION LASALLE BANK REFERENCE SERVICING CRITERIA (SERVICER) (TRUSTEE) ADDITIONAL INFORMATION ---------------- ------------------ --------------- ------------- ---------------------- Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors' or the trustee's records as to the total unpaid principal balance and number of Pool Assets serviced by the Servicer. 1122(d)(3)(ii) Amounts due to investors are allocated X X Wilshire remits cash and remitted in accordance with and loan level data to timeframes, distribution priority and trustees based on other terms set forth in the transaction timelines established agreements. in the Pooling and Servicing Agreement. The trustee is responsible for the allocation of funds to certificateholders using the appropriate distribution priority as established by the Pooling and Servicing Agreement. 1122(d)(3)(iii) Disbursements made to an investor are X Trustee disburses posted within two business days to the funds to Servicer's investor records, or such certificateholders. other number of days specified in the transaction agreements. 1122(d)(3)(iv) Amounts remitted to investors per the X X Servicer remits funds investor reports agree with cancelled and provides certain checks, or other form of payment, or investor reports to custodial bank statements. trustees within guidelines and timeframes established in the Pooling and Servicing Agreement. Trustee disburses funds to certificateholders. POOL ASSET ADMINISTRATION 1122(d)(4)(i) Collateral or security on pool assets is X X maintained as required by the transaction agreements or related pool asset documents. 1122(d)(4)(ii) Pool assets and related documents are X X safeguarded as required by the transaction agreements. 1122(d)(4)(iii) Any additions, removals or substitutions X X to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements. 1122(d)(4)(iv) Payments on pool assets, including any X payoffs, made in accordance with the related pool asset documents are WILSHIRE CREDIT REGULATION AB CORPORATION LASALLE BANK REFERENCE SERVICING CRITERIA (SERVICER) (TRUSTEE) ADDITIONAL INFORMATION ---------------- ------------------ --------------- ------------- ---------------------- posted to the Servicer's obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents.

Transfer. (i) Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(f) of this Agreement shall not apply to the Schedule, neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity Person, including, without limitation, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory on at least five Business Days’ prior written notice to Party B; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, ; (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency Condition. Following Agencies (as defined in the Indenture) that, notwithstanding such transfer, all references to Party A shall the then-current ratings of the Notes will not be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(e) of this Agreement shall not apply to the Schedule, neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretionPerson, acting in a commercially reasonable mannerincluding, whether or not a transfer relates to all or substantially all without limitation, another of Party A’s rights offices, branches or affiliates (any such Person, office, branch or affiliate, a "Transferee") on at least five Business Days’ prior written notice to Party B and obligations under this Agreementthe Trustee; provided that, with respect to clause (ii), (BA) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency ConditionAgencies that, notwithstanding such transfer or assignment, the then-current ratings of each Class of Notes (as defined in the Transfer and Servicing Agreement) will not be reduced or withdrawn. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7 and Part 1(m) of this Agreement shall not apply to the Schedule, and except for the assignment by way of security in favor of the Indenture Trustee under the Indenture Security Agreement, neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B. (ii) Subject to Part 5(o) belowthe other parties. Notwithstanding the immediately foregoing sentence, Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity Person, including, without limitation, another of Party A’s offices, branches or affiliates (a “Transferee”) that on five Business Days prior written notice to Party B, the Trustee and the Rating Agencies (so long as the Notes are Outstanding (as defined in the Indenture)); provided that, (i) if such transfer is to an Eligible Replacement through entity other than the Party A Credit Support Provider, such notice shall be accompanied by a novation or other assignment and assumption agreement or similar agreement guarantee of the Party A Credit Support Provider of such Transferee’s obligations in substantially the form of Exhibit A hereto together with an opinion of counsel in form and substance reasonably satisfactory to the Trustee to the effect that such Guarantee is valid, binding and enforceable, or by a written confirmation from the Party B; provided A Credit Support Provider together with an opinion of counsel, each in form and substance reasonably satisfactory to the Trustee that (A) Party B shall determine the guarantee given in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all respect of Party A’s rights A is valid, binding and enforceable and will apply to the obligations of the Transferee under this Agreement, ; (Bii) as of the date of such transfer the Transferee will not not, as a result of such transfer, be required to withhold or deduct on account of a any Tax from any payments under this Agreement Section 2(d)(i) (except in respect of default interest) amounts in excess of that which Party A would, on the next succeeding Scheduled Payment Date, have been required to so withhold or deduct unless the Transferee will would be required to make additional payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect corresponding to such excess except where the absence of such Tax, requirement is due to the operation of Section 2(d)(i)(4)(A) or (CB); (iii) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; and (Div) the Rating Agencies have confirmed in writing that such transfer will not result in a withdrawal or reduction of their then-current Rating of the Notes. Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer agrees to the cause such Transferee does not violate the Rating Agency Condition. Following such transferto make, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, and Party B shall (at Party A’s cost) at Party A’s written requestagrees to make, take any reasonable steps required such Payee Tax Representations and Payer Tax Representations as may be reasonably requested by the other party immediately prior to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 of this Agreement shall not apply is hereby amended to Party A and, subject to read in its entirety as follows: Except as stated under Section 6(b)(ii) (), provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, neither Party A may not nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; PROVIDED, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity (a “Transferee”) Person that is an Eligible Replacement through office, branch or affiliate of Party A (any such Person, office, branch or affiliate, a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory TRANSFEREE) on at least five Business Days' prior written notice to Party B; provided that PROVIDED that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, ; (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no transfer shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency Condition. Following Agencies that, notwithstanding such transfer, all references the then-current ratings of the Certificates will not be reduced or withdrawn, PROVIDED, HOWEVER, that this provision shall not apply to Party A shall be deemed to be references any transfer that is made pursuant to the Transferee. (iiiprovisions of Part 5(b) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) this Agreement. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. In addition, Party A may transfer this Agreement without the prior written consent of the Trustee on behalf of Party B but with prior written notice to S&P and the Trustee, to an Affiliate of Party A that (i) satisfies the Hedge Counterparty Rating Requirements or that has furnished a guarantee, subject to S&P Ratings Condition, of the obligations under this Agreement from a guarantor that satisfies the Hedge Counterparty Rating Requirements and (ii) as of the date of such transfer such Affiliate will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless such Affiliate will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax; provided that satisfaction of the S&P Ratings Condition will be required unless such transfer is in connection with the assignment and assumption of this Agreement by such an Affiliate without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of such an Affiliate the substitute counterparty of the type included in Section (c) of this Part 5 and notice information (in which case, Party A shall provide written notice to S&P with respect thereto).

Transfer. (i) Section 7 of this Agreement shall not apply to Neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all or assignment of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer or assign this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretionPerson, acting in a commercially reasonable mannerincluding, whether or not a transfer relates to all or substantially all without limitation, another of Party A’s rights 's offices, branches or affiliates (any such Person, office, branch or affiliate, a "Transferee") on at least five Business Days' prior written notice to Party B and obligations under this Agreementthe Trustee; provided that, with respect to clause (ii), (BA) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no transfer (including, but not limited to transfers under Section 7 or otherwise) shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency Condition. Following Agencies that, notwithstanding such transfer, all references to Party A shall the then-current ratings of the Certificates will not be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfertransfer or assignment, a transfer or assignment of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 of this Agreement shall not apply is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity (a “Transferee”) Person that is an Eligible Replacement through office, branch or affiliate of Party A (any such Person, office, branch or affiliate, a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory "Transferee") on at least five Business Days' prior written notice to Party B; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, ; (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency Condition. Following Agencies that, notwithstanding such transfer, all references to Party the then-current ratings of the Class A shall Certificates and the Mezzanine Certificates (the "Offered Certificates") will not be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(e) of this Agreement shall not apply to the Schedule, neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretionPerson, acting in a commercially reasonable mannerincluding, whether or not a transfer relates to all or substantially all without limitation, another of Party A’s rights offices, branches or affiliates (any such Person, office, branch or affiliate, a "Transferee") on at least five Business Days’ prior written notice to Party B and obligations under this Agreementthe Trustee; provided that, with respect to clause (ii), (BA) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency ConditionAgencies (as defined in the Pooling and Servicing Agreement) that, notwithstanding such transfer or assignment, the then-current ratings of the Class IA1 Certificates, the Class IA2 Certificates, the Class IA3 Certificates, the Class IIA Certificates, the Class M1 Certificates, the Class M2 Certificates, the Class M3 Certificates, the Class B1 Certificates, the Class B2 Certificates or the Class B3 Certificates will not be reduced or withdrawn. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Notwithstanding anything to the contrary in Section 7 of this Agreement the Agreement, Party A may, with the consent of Party B (which consent shall not apply be unreasonably withheld or delayed, provided that (x) if Party B does not respond within 2 Business Days after notice of any such proposed transfer or assignment from Party A, such consent shall be deemed to have been given and (y) so long as either an Event of Default with respect to which Party B is the Defaulting Party or a Termination Event with respect to which Party B is an Affected Party has occurred and is continuing at the time of the transfer or assignment or if the transferee or assignee is an Affiliate of Party A andor in the circumstances described in Sections 7(a) and 7(b) of the Agreement, subject Party B shall be deemed to Section 6(b)(ii) (provided that have given its consent and no actual specific written consent shall be required), transfer or assign the Transaction to which this Confirmation relates and the rights and obligations of Party A under the Agreement and the Credit Support Documents to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice they relate to the Rating Agencies of such transfer) and Part 5(f)(ii) belowTransaction to which this Confirmation relates to one or more assignees (each, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B. (ii) Subject to Part 5(o) below, Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B); provided that that, in the event of an assignment or transfer by Party A without the express consent of Party B (Aother than an assignment or transfer of the type described in Section 7(a) or 7(b) of the Agreement, in which case the following provisions shall not apply, but without prejudice to any other right or remedy under the Agreement): (i) Party B shall determine in its sole discretionwill not, acting in as a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date result of such transfer the Transferee will not transfer, be required to withhold pay to the Transferee an amount in respect of an Indenmifiable Tax under Section 2(d)(i)(4) under the Transferee Agreement (as defined below) greater than the amount in respect of which Party B would have been required to pay to Party A in the absence of such transfer; (ii) Party B will not receive any payment under the Transferee Agreement from which an amount is required to be, as a result of such transfer, withheld or deduct deducted on account of a Tax from any payments under this Agreement unless with respect to which no additional amount is required to be paid by the Transferee will be required to make payments of additional amounts pursuant to under Section 2(d)(i)(4) of the Transferee Agreement (other than by reason of Section 2(d)(i)(4)(A) or (B) thereof); (iii) at the time of the assignment, if Party B and the Transferee have not entered into a master agreement in the form of the Agreement, this Confirmation shall evidence a complete binding agreement between them as to the terms of the Transaction to which this Confirmation relates, and Party B and the Transferee shall use all reasonable efforts promptly to negotiate, execute and deliver an agreement in the form of the ISDA 2002 Master Agreement (the “ISDA Form”), with such modifications as they shall in good faith agree (the “Transferee Agreement”); upon the execution and delivery of the Transferee Agreement, this Confirmation will supplement, form a part of, and be subject to that agreement; until the execution and delivery of the Transferee Agreement, this Confirmation, together with all other documents referring to the ISDA Form confirming transactions entered into between Party B and the Transferee, shall supplement, form a part of, and be subject to an agreement in the form of the ISDA Form as if they had executed an agreement in such form (but without any Schedule except for the election of the laws of the State of New York as the governing law and USD as the Termination Currency) on the date in which the assignment is effective between Party B and the Transferee; in the event of any inconsistency between the provisions of that agreement and this Confirmation, this Confirmation will prevail for the purpose of the Transaction; (iv) neither an Event of Default with respect of such Tax, (C) to which Party A is the Defaulting Party nor a Termination Event or with respect to which Party A is an Affected Party has occurred and is continuing at the time of the assignment, and neither an Event of Default does nor a Termination Event shall occur as a result of the assignment; (v) it will not occur become, and there is not a substantial likelihood that it will become, unlawful for either party to perform any obligation under this the Transferee Agreement as a result of such transfer assignment; and (Dvi) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer provides to Party B written notice of such assignment reasonably in advance of the assignment specifying the date of such assignment. Unless Party B is notified in writing to the Transferee does not violate contrary, from and after such date specified for an assignment that complies with the Rating Agency Condition. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) aboveforegoing, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except may treat the Transferee as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transferall purposes.

Transfer. (i) Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(e) of this Agreement shall not apply to the Schedule, neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretionPerson, acting in a commercially reasonable mannerincluding, whether or not a transfer relates to all or substantially all without limitation, another of Party A’s rights offices, branches or affiliates (any such Person, office, branch or affiliate, a "Transferee") on at least five Business Days’ prior written notice to Party B and obligations under this Agreementthe Trustee; provided that, with respect to clause (ii), (BA) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency ConditionAgencies that, notwithstanding such transfer or assignment, the then-current ratings of the Class N Notes will not be reduced or withdrawn. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 of this Agreement shall not apply is hereby amended to Party A and, subject to read in its entirety as follows: Except as stated under Section 6(b)(ii) (), provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, neither Party A may not nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity Person that is an office, branch or affiliate of Party A (any such Person, office, branch or affiliate, a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory on at least five Business Days' prior written notice to Party B; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, ; (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency Condition. Following Agencies that, notwithstanding such transfer, all references the then-current ratings of the Certificates will not be reduced or withdrawn, provided, however, that this provision shall not apply to Party A shall be deemed to be references any transfer that is made pursuant to the Transferee. (iiiprovisions of Part 5(b) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) this Agreement. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. In addition, Party A may transfer this Agreement without the prior written consent of the Supplemental Interest Trust Trustee on behalf of Party B but with prior written notice to S&P and Party B, to an Affiliate of Party A that satisfies the Hedge Counterparty Rating Requirements or that has furnished a guarantee, subject to the Ratings Condition (with respect to S&P only), of the obligations under this Agreement from a guarantor that satisfies the Hedge Counterparty Rating Requirements; provided that (A) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, (B) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer, (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred, (D) Party A will be responsible for any costs or expenses incurred in connection with such transfer, and (E) satisfaction of the Ratings Condition (with respect to S&P only) will be required unless such transfer is in connection with the assignment and assumption of this Agreement by the Transferee without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of the Transferee of the type included in Section (c) of this Part 5 and notice information (in which case, Party A shall provide written notice to S&P with respect thereto).

Transfer. (i) Section 7 of this Agreement shall not apply to Neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; PROVIDED, HOWEVER, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all or assignment of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer or assign this Agreement to any other entity of Party A's Affiliates (any such Affiliate, a “"Transferee”") that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory on at least five Business Days' prior written notice to Party B; provided that PROVIDED that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, ; (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred, for the benefit of Party B and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no transfer (including transfers under Section 7 or otherwise) shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency Condition. Following Agencies that, notwithstanding such transfer, all references to Party A shall the then-current ratings of the Class A-2A Certificates will not be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) abovereduced, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) qualified or withdrawn. Except as specified otherwise in the documentation evidencing a transfertransfer or assignment, a transfer or assignment of all the rights and obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such rights and obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such rights and obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, to such rights and obligations arising from and after the effective date of the transfer.

Transfer. (i) Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and except for the assignment by way of this Agreement shall not apply to security in favor of the Party B under the Pooling and Servicing Agreement, neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of the other party; provided, however, that (i) Party B. A may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its assets to, another entity, or an incorporation, reincorporation or reconstitution, and (ii) Subject to Part 5(o) belowwith the written consent of Party B, Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretionPerson, acting in a commercially reasonable mannerincluding, whether or not a transfer relates to all or substantially all without limitation, another of Party A’s rights and obligations under this Agreement's offices, branches or affiliates (any such Person, office, branch or affiliate, a "Transferee"); provided that, with respect to clause (ii), (BA) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following will be responsible for any costs or expenses incurred in connection with such transfer, all references to . Party B will execute such documentation as is reasonably deemed necessary by Party A shall be deemed to be references to for the Transferee. (iii) If an entity has made a Firm Offer (which remains capable effectuation of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) . Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. In addition, Party A may transfer this Agreement without the prior consent of the Trustee, on behalf of Party B, to an affiliate that satisfies the Counterparty Rating Requirement or that has furnished a guarantee of the obligations under this Agreement from a guarantor that that satisfies the Counterparty Rating Requirement.

Transfer. (i) Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(i) of this Agreement shall not apply to the Schedule, and except for the assignment by way of security in favor of the Party B under the Pooling and Servicing Agreement, neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity Person, including, without limitation, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “"Transferee”") that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory on at least five Business Days’ prior written notice to Party B; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following will be responsible for any costs or expenses incurred in connection with such transfer, all references to . Party B will execute such documentation as is reasonably deemed necessary by Party A shall be deemed to be references to for the Transferee. (iii) If an entity has made a Firm Offer (which remains capable effectuation of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) . Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. In addition, Party A may transfer this Agreement without the prior consent of the Trustee, on behalf of Party B, to an affiliate that satisfies the Counterparty Rating Requirement or that has furnished a guarantee of the obligations under this Agreement from a guarantor that that satisfies the Counterparty Rating Requirement.

Transfer. (i) Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(e) of this Agreement shall not apply to the Schedule, neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretionPerson, acting in a commercially reasonable mannerincluding, whether or not a transfer relates to all or substantially all without limitation, another of Party A’s rights offices, branches or affiliates (any such Person, office, branch or affiliate, a "Transferee") on at least five Business Days’ prior written notice to Party B and obligations under this Agreementthe Trustee; provided that, with respect to clause (ii), (BA) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency ConditionAgencies that, notwithstanding such transfer or assignment, the then-current ratings of the Offered Certificates and the Class B Certificates will not be reduced or withdrawn. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(h) of this Agreement shall not apply to the Schedule, and except for the assignment by way of security in favor of the Party B under the Pooling and Servicing Agreement, neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity Person, including, without limitation, another of Party A's offices, branches or affiliates (any such Person, office, branch or affiliate, a “"Transferee”") that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory on at least five Business Days' prior written notice to Party B; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation from each will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. For the avoidance of doubt, the Counterparty Rating Agency (other than Moody’sDowngrade provisions set forth in Part 1(h) that transfer hereto shall be applicable with respect to the Transferee does not violate the Rating Agency Condition. Following any such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) . Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. In addition, Party A may transfer this Agreement without the prior consent of the Supplemental Interest Trustee, on behalf of Party B, to an affiliate that satisfies the Counterparty Rating Requirement or that has furnished a guarantee of the obligations under this Agreement from a guarantor that that satisfies the Counterparty Rating Requirement.

Transfer. (i) Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(e) of this Agreement shall not apply to the Schedule, neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity Person, including, without limitation, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory on at least five Business Days’ prior written notice to Party BB and the Trustee; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency ConditionAgencies that, notwithstanding such transfer or assignment, the then-current ratings of the Class A4 Certificates will not be reduced or withdrawn. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(e) of this Agreement shall not apply to the Schedule, neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity Person, including, without limitation, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory on at least five Business Days’ prior written notice to Party BB and the Trustee; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency ConditionAgencies that, notwithstanding such transfer or assignment, the then-current ratings of the Offered Certificates and the Class M8 Certificates will not be reduced or withdrawn. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(e) of this Agreement shall not apply to the Schedule, neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity Person, including, without limitation, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory on at least five Business Days’ prior written notice to Party BB and the Trustee; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency Condition. Following Agencies (as defined in the Pooling and Servicing Agreement) that, notwithstanding such transfer, all references to Party the then-current ratings of the Class A1 Certificates, the Class A2-A shall Certificates, the Class A2-B Certificates, the Class M1 Certificates, the Class M2 Certificates, the Class M3 Certificates, the Class B1 Certificates, the Class B2 Certificates or the Class B3 Certificates will not be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 of this Agreement shall not apply is hereby amended to Party A and, subject to read in its entirety as follows: Except as stated under Section 6(b)(ii) (), provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, neither Party A may not nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity (a “Transferee”) Person that is an Eligible Replacement through office, branch or affiliate of Party A (any such Person, office, branch or affiliate, a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory Transferee) o n at least five Business Days’ prior written notice to Party B; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, ; (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer shall be made unless the transfer ring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency Condition. Following Agencies that, notwithstanding such transfer, all references the then-current ratings of the Offered Certificates will not be reduced or withdrawn, provided, however, that this provision shall not apply to Party A shall be deemed to be references any transfer that is made pursuant to the Transferee. (iiiprovisions of Part 5(b) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) this Agreement. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. In addition, Party A may transfer this Agreement without the prior written consent of Party B but with prior written notice to S&P, to an Affiliate of Party A that satisfies the Hedge Counterparty Rating Requirements or that has furnished a guarantee, subject to S&P Ratings Condition, of the obligations under this Agreement from a guarantor that satisfies the Hedge Counterparty Rating Requirements; provided that satisfaction of the S&P Ratings Condition will be required unless such transfer is in connection with the assignment and assumption of this Agreement by such an Affiliate without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of such an Affiliate the substitute counterparty of the type included in S ection (c) of this Part 5 and notice information (in which case, Party A shall provide written notice to S&P with respect thereto).

Transfer. (i) Section 7 of this Agreement shall not apply to Party A and, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B. (ii) Subject to Part 5(o) below, Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, ; (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, ; (C) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate satisfies the Rating Agency Condition. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 of this Agreement shall not apply is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity (a “Transferee”) Person that is an Eligible Replacement through office, branch or affiliate of Party A (any such Person, office, branch or affiliate, a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory "TRANSFEREE") on at least five Business Days' prior written notice to Party B; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, ; (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency Condition. Following Agencies that, notwithstanding such transfer, all references to Party A shall the then-current ratings of the Offered Certificates will not be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 of this Agreement shall not apply to Party A and, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B.B except that Party A may make such transfer pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to another entity. (ii) Subject to Part 5(o) below, Party A may (at its own costcost and using commercially reasonable efforts) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretion, acting in a using commercially reasonable mannerefforts, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, (C) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(e) of this Agreement shall not apply to the Schedule, neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity Person, including, without limitation, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory on at least five Business Days’ prior written notice to Party BB and the Trustee; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency ConditionAgencies that, notwithstanding such transfer or assignment, the then-current ratings of the Offered Certificates and the Class B2 Certificates will not be reduced or withdrawn. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 of this Agreement shall not apply to Party A and, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii5(14)(ii) below, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B.B, except that Party A may make such transfer pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to another entity. (ii) Subject to Part 5(o) below, Party A may (at its own costcost and using commercially reasonable efforts) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretion, acting in a using commercially reasonable mannerefforts, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, (C) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii5(14)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f5(14) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Notwithstanding anything to the contrary in Section 7 of this Agreement the Agreement, Party A may, with the consent of Party B (which consent shall not apply be unreasonably withheld or delayed, provided that (x) if Party B does not respond within 2 Business Days after notice of any such proposed transfer or assignment from Party A, such consent shall be deemed to have been given and (y) so long as either an Event of Default with respect to which Party B is the Defaulting Party or a Termination Event with respect to which Party B is an Affected Party has occurred and is continuing at the time of the transfer or assignment or if the transferee or assignee is an Affiliate of Party A andor in the circumstances described in Sections 7(a) and 7(b) of the Agreement, subject Party B shall be deemed to Section 6(b)(ii) (provided that have given its consent and no actual specific written consent shall be required), transfer or assign the Transaction to which this Confirmation relates and the rights and obligations of Party A under the Agreement and the Credit Support Documents to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice they relate to the Rating Agencies of such transfer) and Part 5(f)(ii) belowTransaction to which this Confirmation relates to one or more assignees (each, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B. (ii) Subject to Part 5(o) below, Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B); provided that that, in the event of an assignment or transfer by Party A without the express consent of Party B (Aother than an assignment or transfer of the type described in Section 7(a) or 7(b) of the Agreement, in which case the following provisions shall not apply, but without prejudice to any other right or remedy under the Agreement): (i) Party B shall determine in its sole discretionwill not, acting in as a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date result of such transfer the Transferee will not transfer, be required to withhold pay to the Transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) under the Transferee Agreement (as defined below) greater than the amount in respect of which Party B would have been required to pay to Party A in the absence of such transfer; (ii) Party B will not receive any payment under the Transferee Agreement from which an amount is required to be, as a result of such transfer, withheld or deduct deducted on account of a Tax from any payments under this Agreement unless with respect to which no additional amount is required to be paid by the Transferee will be required to make payments of additional amounts pursuant to under Section 2(d)(i)(4) of the Transferee Agreement (other than by reason of Section 2(d)(i)(4)(A) or (B) thereof); (iii) at the time of the assignment, if Party B and the Transferee have not entered into a master agreement in the form of the Agreement, this Confirmation shall evidence a complete binding agreement between them as to the terms of the Transaction to which this Confirmation relates, and Party B and the Transferee shall use all reasonable efforts promptly to negotiate, execute and deliver an agreement in the form of the ISDA 2002 Master Agreement (the “ISDA Form”), with such modifications as they shall in good faith agree (the “Transferee Agreement”); upon the execution and delivery of the Transferee Agreement, this Confirmation will supplement, form a part of, and be subject to that agreement; until the execution and delivery of the Transferee Agreement, this Confirmation, together with all other documents referring to the ISDA Form confirming transactions entered into between Party B and the Transferee, shall supplement, form a part of, and be subject to an agreement in the form of the ISDA Form as if they had executed an agreement in such form (but without any Schedule except for the election of the laws of the State of New York as the governing law and USD as the Termination Currency) on the date in which the assignment is effective between Party B and the Transferee; in the event of any inconsistency between the provisions of that agreement and this Confirmation, this Confirmation will prevail for the purpose of the Transaction; (iv) neither an Event of Default with respect of such Tax, (C) to which Party A is the Defaulting Party nor a Termination Event or with respect to which Party A is an Affected Party has occurred and is continuing at the time of the assignment, and neither an Event of Default does nor a Termination Event shall occur as a result of the assignment; (v) it will not occur become, and there is not a substantial likelihood that it will become, unlawful for either party to perform any obligation under this the Transferee Agreement as a result of such transfer assignment; and (Dvi) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer provides to Party B written notice of such assignment reasonably in advance of the assignment specifying the date of such assignment. Unless Party B is notified in writing to the Transferee does not violate contrary, from and after such date specified for an assignment that complies with the Rating Agency Condition. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) aboveforegoing, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except may treat the Transferee as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transferall purposes.

Transfer. (i) Section 7 of this Agreement shall not apply to Party A and, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii5(e)(ii) and Part 5(e)(v) below, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B.B (it being understood that obtaining the prior written consent of Party B shall not relieve Party A of its obligations under Section 6(b)(ii), Part 5(e)(ii), below, or Part 5(e)(v), below, as applicable, except that Party A may make such transfer pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to, another entity). (ii) Subject to Part 5(o) below5(z), Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other an assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) the Transferee, as of the date of such transfer the Transferee will not transfer, must not, as a result thereof, be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the such Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in with respect of such Tax, (C) the transfer to the Transferee must not lead to a Termination Event or Event of Default does not occur under occurring with respect to this Agreement as a result of such transfer Agreement, and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) the Transferee, as of the date of the transfer, must enter into a new indemnification and disclosure agreement with substantially the same terms as the existing XXX; provided that transfer to the Transferee does not violate satisfaction of the Rating Agency ConditionCondition will be required unless such transfer is in connection with the assignment and assumption of this Agreement without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of the Transferee of the type included in Section (c) of this Part 5 and notice information (in which case, Party A shall provide prior written notice to Rating Agencies with respect thereto). Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii5(e)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f5(e) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. (v) In addition, Party A may transfer this Agreement without the prior written consent of Party B but with prior written notice to S&P, Xxxxx’x, Fitch and the Supplemental Interest Trust Trustee, to an Affiliate of Party A if: (i) such Affiliate has the First Trigger Required Ratings or has furnished an Eligible Guarantee provided by a guarantor that satisfies the Hedge Counterparty Ratings Requirement, (ii) the transfer to such Affiliate does not lead to a Termination Event or Event of Default occurring with respect to this Agreement, (iii) as of the date of the transfer, such Affiliate assumes all continuing obligations of Party A, if any, under the XXX, and (iv) as of the date of the transfer, such Affiliate will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless such Affiliate will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement with respect of such Tax; provided that satisfaction of the Rating Agency Condition will be required unless such transfer is in connection with the assignment and assumption of this Agreement by such an Affiliate without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of such an Affiliate of the type included in Section (c) of this Part 5 and notice information (in which case, Party A shall provide written notice to Rating Agencies with respect thereto).

Transfer. (i) Section 7 of this Agreement shall not apply is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity (a “Transferee”) Person that is an Eligible Replacement through office, branch or affiliate of Party A (any such Person, office, branch or affiliate, a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory Transferee) on at least five Business Days’ prior written notice to Party B; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, ; (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following S&P that, notwithstanding such transfer, all references the then-current ratings of the Certificates will not be reduced or withdrawn, provided that to the extent Party A makes a mutatis mutandis transfer pursuant to Section 6(b)(ii), the foregoing requirement regarding written acknowledgement shall not apply and Party A will only be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it provide a prior written notice to effect S&P of such transfer. (iv) . Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 of this Agreement shall not apply to Neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; PROVIDED, HOWEVER, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity Person, including, without limitation, another of Party A's offices, branches or affiliates (any such Person, office, branch or affiliate, a “"Transferee”") that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory on at least five Business Days' prior written notice to Party B; provided that PROVIDED that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, ; (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer shall be made unless Party A obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency Condition. Following Agencies (as defined in the Sale and Servicing Agreement) that, notwithstanding such transfer, all references to Party A shall the then-current ratings of the Notes will not be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee Transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(i) of this Agreement shall not apply to the Schedule, and except for the assignment by way of security in favor of Party B under the Pooling and Servicing Agreement, neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party, provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity Person, including, without limitation, another of Party A's offices, branches or affiliates (any such Person, office, branch or affiliate, a “"Transferee”") that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory on at least five Business Days' prior written notice to Party B; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following will be responsible for any costs or expenses incurred in connection with such transfer, all references to . Party B will execute such documentation as is reasonably deemed necessary by Party A shall be deemed to be references to for the Transferee. (iii) If an entity has made a Firm Offer (which remains capable effectuation of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) . Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. In addition, Party A may transfer this Agreement without the prior consent of the Trustee, on behalf of Party B, to an affiliate that satisfies the Counterparty Rating Requirement or that has furnished a guarantee of the obligations under this Agreement from a guarantor that that satisfies the Counterparty Rating Requirement.

Transfer. (i) Section 7 of this Agreement shall not apply is hereby amended to read in its entirety as follows: Neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all or assignment of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer or assign this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretionPerson, acting in a commercially reasonable mannerincluding, whether or not a transfer relates to all or substantially all without limitation, another of Party A’s rights offices, branches or affiliates (any such Person, office, branch or affiliate, a "Transferee") on at least five Business Days’ prior written notice to Party B and obligations under this Agreementthe Trustee; provided that, with respect to clause (ii), (BA) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency Condition. Following Agencies that, notwithstanding such transfer, all references to Party A shall the then-current ratings of the Certificates and the Notes will not be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfertransfer or assignment, a transfer or assignment of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 of this Agreement shall not apply to Neither Party A andnor Party B is permitted to amend, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) belowassign, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all or assignment of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer or assign this Agreement to any other entity Person, including, without limitation, another of Party A's offices, branches or affiliates (any such Person, office, branch or affiliate, a “"Transferee”") that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory on at least five Business Days' prior written notice to Party B; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this the Master Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no transfer by either party shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency Condition. Following Agencies that, notwithstanding such transfer, all references to Party A shall the then-current ratings of the Certificates will not be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfertransfer or assignment, a transfer or assignment of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(h) of this Agreement shall not apply to the Schedule, and except for the assignment by way of security in favor of the Party B under the Pooling and Servicing Agreement, neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity Person, including, without limitation, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “"Transferee”") that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory on at least five Business Days’ prior written notice to Party B; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following will be responsible for any costs or expenses incurred in connection with such transfer, all references to . Party B will execute such documentation as is reasonably deemed necessary by Party A shall be deemed to be references to for the Transferee. (iii) If an entity has made a Firm Offer (which remains capable effectuation of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) . Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. In addition, Party A may transfer this Agreement without the prior consent of Party B, to an affiliate that satisfies the Counterparty Rating Requirement or that has furnished a guarantee of the obligations under this Agreement from a guarantor that that satisfies the Counterparty Rating Requirement.

Transfer. (i) Section 7 of this Agreement shall not apply is hereby amended to Party A and, subject to read in its entirety as follows: Except as stated under Section 6(b)(ii) (), provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, neither Party A may not nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity (a “Transferee”) Person that is an Eligible Replacement through office, branch or affiliate of Party A (any such Person, office, branch or affiliate, a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory Transferee) on at least five Business Days' prior written notice to Party B; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, ; (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency Condition. Following Agencies that, notwithstanding such transfer, all references the then-current ratings of the Offered Certificates will not be reduced or withdrawn, provided, however, that this provision shall not apply to Party A shall be deemed to be references any transfer that is made pursuant to the Transferee. (iiiprovisions of Part 5(b) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) this Agreement. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. In addition, Party A may transfer this Agreement without the prior written consent of the Trustee on behalf of Party B but with prior written notice to S&P, to an Affiliate of Party A that satisfies the Hedge Counterparty Rating Requirements or that has furnished a guarantee, subject to S&P Ratings Condition, of the obligations under this Agreement from a guarantor that satisfies the Hedge Counterparty Rating Requirements; provided that satisfaction of the S&P Ratings Condition will be required unless such transfer is in connection with the assignment and assumption of this Agreement by such an Affiliate without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of such an Affiliate the substitute counterparty of the type included in Section (c) of this Part 5 and notice information (in which case, Party A shall provide written notice to S&P with respect thereto).

Transfer. (i) Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(b) of this Agreement shall not apply to the Schedule, neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity Person, including, without limitation, another of Party A’s offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory on at least five Business Days’ prior written notice to Party BB and the Trustee; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency ConditionAgencies that, notwithstanding such transfer or assignment, the then-current ratings of the Offered Certificates, Class M2 Certificates and the Class B Certificates will not be reduced or withdrawn. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) (including an acceptance and assumption of the Disclosure Agreements by the transferor) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(e) of this Agreement shall not apply to the Schedule, neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretionPerson, acting in a commercially reasonable mannerincluding, whether or not a transfer relates to all or substantially all without limitation, another of Party A’s rights offices, branches or affiliates (any such Person, office, branch or affiliate, a "Transferee") on at least five Business Days’ prior written notice to Party B and obligations under this Agreementthe Trustee; provided that, with respect to clause (ii), (BA) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer or assignment (including a transfer or assignment made pursuant to Section 6(b)(ii)) shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency ConditionAgencies that, notwithstanding such transfer or assignment, the then-current ratings of the Class A Certificates, the Class M1 Certificates, the Class M2 Certificates, the Class M3 Certificates, the Class M4 Certificates, the Class M5 Certificates or the Class M6 Certificates will not be reduced or withdrawn. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Notwithstanding the provisions of Section 7 of this Agreement shall not apply to Party A and, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below7, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition assign and without the prior written consent of Party B. (ii) Subject to Part 5(o) below, Party A may (at its own cost) transfer all or substantially all of delegate its rights and obligations with respect to under (i) any one or more Transactions or (ii) this Agreement and all Transactions hereunder (the “Transferred Obligations”) to any other entity direct or indirect affiliate of Party A (a the “TransfereeAssignee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of by notice specifying the effective date of such transfer (“Effective Date”) and including an executed acceptance and assumption by the Transferee Assignee of the Transferred Obligations and provided further,(1) if the Assignee is a direct or indirect affiliate of Party A and it is not an entity rated by Xxxxx’x, S&P or Fitch, Inc. (“Fitch”) or any successor to the business of any such rating agency, the Transferred Obligations will not be guaranteed by a direct or indirect affiliate of Party A that has a credit rating by Xxxxx’x, S&P or Fitch; (2) Party B will not, as a result of such transfer, be required to pay the Assignee any Indemnifiable Tax greater than the amount that Party B would have been required to pay to Party A in the absence of such transfer; (3) the Assignee will not, as a result of such transfer, be required to withhold or deduct on account of a any Tax from any payments under this Agreement unless the Transferee will be an amount in excess of that which Party A would have been required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement so withhold or deduct in respect the absence of such Tax, transfer; (C4) the transfer shall not give rise to a taxable event or any adverse tax consequences to Party B; (5) the transferee shall provide Party B with a complete and accurate U.S. Internal Revenue Service Form W-9 or W-8 (as applicable) prior to becoming a party to this Agreement; (6) the transferee shall provide Payer Tax Representations and Payee Tax Representations; (7) an Event of Default or a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; and (D) 8) Party A receives confirmation from each Rating Agency has delivered (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(iithe notice section of this Agreement) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken an executed assignment and assumption agreement by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Assignee and Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A transferred obligations. No transfer shall be recognized unless the transferor party provides the other party to this Agreement with respect to such obligations (the name and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date address of the transfertransferee.

Transfer. (i) Section 7 of this Agreement shall not apply is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity (a “Transferee”) Person that is an Eligible Replacement through office, branch or affiliate of Party A (any such Person, office, branch or affiliate, a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory "Transferee") on at least five Business Days' prior written notice to Party B; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, ; (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer shall be made unless the transferring party obtains a written confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency Condition. Following Agencies that, notwithstanding such transfer, all the then-current ratings of the Class A Certificates and the Mezzanine Certificates (the “Offered Certificates”) will not be reduced or withdrawn. [Need to make sure references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) rated certificates is accurate] Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(e) of this Agreement shall not apply to the Schedule, neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretionPerson, acting in a commercially reasonable mannerincluding, whether or not a transfer relates to all or substantially all without limitation, another of Party A’s rights offices, branches or affiliates (any such Person, office, branch or affiliate, a "Transferee") on at least five Business Days’ prior written notice to Party B and obligations under this Agreementthe Trustee; provided that, with respect to clause (ii), (BA) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer or assignment. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency Condition. Following Agencies (as defined in the Transfer and Servicing Agreement) that, notwithstanding such transfer, all references to Party A shall the then-current ratings of each Class of Notes (as defined in the Transfer and Servicing Agreement) will not be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(i) of this Agreement shall not apply to the Schedule, and except for the assignment by way of security in favor of the Party B under the Pooling and Servicing Agreement, neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity Person, including, without limitation, another of Party A's offices, branches or affiliates (any such Person, office, branch or affiliate, a “"Transferee”") that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory on at least five Business Days' prior written notice to Party B; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following will be responsible for any costs or expenses incurred in connection with such transfer, all references to . Party B will execute such documentation as is reasonably deemed necessary by Party A shall be deemed to be references to for the Transferee. (iii) If an entity has made a Firm Offer (which remains capable effectuation of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) . Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 of this Agreement shall not apply to Neither Party A andnor Party B is permitted to amend, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) belowassign, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all or assignment of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer or assign this Agreement to any other entity Person, including, without limitation, another of Party A's offices, branches or affiliates (any such Person, office, branch or affiliate, a “Transferee”"TRANSFEREE") that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory on at least five Business Days' prior written notice to Party B; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this the ISDA Form Master Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following will be responsible for any costs or expenses incurred in connection with such transfer, all references to . Party B will execute such documentation as is reasonably deemed necessary by Party A shall be deemed to be references to for the Transferee. (iii) If an entity has made a Firm Offer (which remains capable effectuation of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.. Notwithstanding the

Transfer. (i) Section 7 of this Agreement shall be amended by inserting the phrase “which consent shall not apply to Party A and, subject to be unreasonably withheld or delayed” in the third line thereof after the word “party” and before the word “except”. Notwithstanding the provisions of Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below7, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition assign and without the prior written consent of Party B. (ii) Subject to Part 5(o) below, Party A may (at delegate its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, and all Transactions hereunder (Bthe “Transferred Obligations”) to any direct or indirect affiliate of Bank of America Corporation ((i) which has at least the same creditworthiness as Party A (or in the case of an Event of Default with respect to Party A, at least the date same creditworthiness as Party A disregarding such Event of Default) (the “Assignee”) and (ii) provided (a) Party B would not, at the time and as a result of such transfer the Transferee will not assignment, reasonably be expected to be required to withhold pay (including a payment in kind) to the Assignee at such time or deduct on any later date an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement (except in respect of interest under Section 9(h) of the Agreement) greater than the amount in respect of which Party B would have been required to pay to Party A in the absence of such assignment, and (b) Party B would not, at the time and as a result of such assignment, reasonably be expected to receive a payment (including a payment in kind) from which at such time or on any later date an amount has been withheld or deducted, on account of a Tax from any payments under this Section 2(d)(i) of the Agreement (except in respect of interest under Section 9(h) of the Agreement), in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment, unless the Transferee Assignee will be required to make additional payments of additional amounts pursuant to Section 2(d)(i)(4) of this the Agreement in respect of an amount equal to such Taxexcess), (C) a Termination Event or Event of Default does not occur under this Agreement as a result by notice specifying the effective date of such transfer and including an executed acceptance and assumption by the Assignee of the Transferred Obligations; and thereafter, as of the date specified: (Da) Party A receives confirmation shall be released from each Rating Agency all obligations and liabilities arising under the Transferred Obligations; and (other than Moody’sb) that transfer to the Transferee does not violate the Rating Agency Condition. Following such transfer, all references to if Party A has not assigned and delegated its rights and obligations under this Agreement and all Transactions hereunder, the Transferred Obligations shall cease to be Transaction(s) under this Agreement and shall be deemed to be references to Transaction(s) under the Transferee. (iii) If an entity has made master agreement, if any, between Assignee and Party B, provided that, if at such time Assignee and Party B have not entered into a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) abovemaster agreement, Assignee and Party B shall (at Party A’s cost) at Party A’s written request, take be deemed to have entered into an ISDA 2002 form of Master Agreement with a Schedule substantially in the form hereof but amended to reflect the name of the Assignee and the address for notices and any reasonable steps required to amended representations under Part 2 hereof as may be taken by it to effect such specified in the notice of transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), and except for the assignment by way of this Agreement shall not apply to security under the Pooling Agreement, neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity Person, including, without limitation, another of Party A's offices, branches or affiliates (any such Person, office, branch or affiliate, a “"Transferee”") that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory on at least five Business Days' prior written notice to Party B; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, ; (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following will be responsible for any costs or expenses incurred in connection with such transfer, all references to . Party B will execute such documentation as is reasonably deemed necessary by Party A shall be deemed to be references to for the Transferee. (iii) If an entity has made a Firm Offer (which remains capable effectuation of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) . Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 of this Agreement shall not apply is hereby amended to Party A and, subject to read in its entirety as follows: Except as stated under Section 6(b)(ii) (), provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, neither Party A may not nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity (a “Transferee”) Person that is an Eligible Replacement through office, branch or affiliate of Party A (any such Person, office, branch or affiliate, a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory Transferee) on at least five Business Days’ prior written notice to Party B; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, ; (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Notwithstanding the foregoing, no transfer shall be made unless the transferring party obtains a written acknowledgment from each of the Rating Agency (Agencies other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following 's that, notwithstanding such transfer, all references the then-current ratings of the Notes will not be reduced or withdrawn, provided, however, that this provision shall not apply to Party A shall be deemed to be references any transfer that is made pursuant to the Transferee. (iiiprovisions of Part 5(b) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) this Agreement. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. In addition, Party A may transfer this Agreement without the prior written consent of the Trustee on behalf of Party B but with prior written notice to S&P and the Trustee, to an Affiliate of Party A that (i) satisfies the Hedge Counterparty Rating Requirements or that has furnished a guarantee, subject to Rating Agency Condition in relation to S&P, of the obligations under this Agreement from a guarantor that satisfies the Hedge Counterparty Rating Requirements and (ii) as of the date of such transfer such Affiliate will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless such Affiliate will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax; provided that satisfaction of the Rating Agency Condition in relation to S&P will be required unless such transfer is in connection with the assignment and assumption of this Agreement by such an Affiliate without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of such an Affiliate the substitute counterparty of the type included in Section (c) of this Section 7 and notice information (in which case, Party A shall provide written notice to S&P with respect thereto). Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any transfer under this Part 5(e). (ii) If an Eligible Replacement has made a Firm Offer (which means an offer that will become legally binding upon acceptance by Party B) to be the transferee pursuant to a transfer under Part 5(b), Party B shall, at Party A's written request and at Party A's expense, take any reasonable steps required to be taken by Party B to effect such transfer.

Transfer. (i) Section 7 of this Agreement shall not apply is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity Person that is an office, branch or affiliate of Party A (any such Person, office, branch or affiliate, a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory on at least five Business Days’ prior written notice to Party B; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, ; (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency Condition. Following Agencies that, notwithstanding such transfer, all references to Party A shall the then-current ratings of the Certificates will not be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) reduced or withdrawn. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 of this Agreement shall not apply to Party A and, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B. (ii) Subject to Part 5(o) below, Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory to Party BB (acting at the direction of the Depositor); provided that (A) Party B (acting at the direction of the Depositor) shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, (C) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following such transfer, all references to Party A shall be deemed to be references to the Transferee. (iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer.

Transfer. (i) Section 7 is hereby amended to read in its entirety as follows: Except as stated under Section 6(b)(ii), in this Section 7, and Part 5(i) of this Agreement shall not apply to the Schedule, and except for the assignment by way of security in favor of the Party B under the Pooling and Servicing Agreement, neither Party A andnor Party B is permitted to assign, subject to Section 6(b)(ii) (provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity Person, including, without limitation, another of Party A's offices, branches or affiliates (any such Person, office, branch or affiliate, a “"Transferee”") that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory on at least five Business Days' prior written notice to Party B; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, Tax (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate the Rating Agency Condition. Following will be responsible for any costs or expenses incurred in connection with such transfer, all references to . Party B will execute such documentation as is reasonably deemed necessary by Party A shall be deemed to be references to for the Transferee. (iii) If an entity has made a Firm Offer (which remains capable effectuation of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) . Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. In addition, Party A may transfer this Agreement without the prior consent of the Trust Administrator, on behalf of Party B, to an affiliate that satisfies the Counterparty Rating Requirement or that has furnished a guarantee of the obligations under this Agreement from a guarantor that that satisfies the Counterparty Rating Requirement.

Transfer. (i) Section 7 of this Agreement shall not apply is hereby amended to Party A and, subject to read in its entirety as follows: Except as stated under Section 6(b)(ii) (), provided that to the extent Party A makes a transfer pursuant to Section 6(b)(ii) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, neither Party A may not nor Party B is permitted to assign, novate or transfer (whether by way of security or otherwise) as a whole or in part any interest of its rights, obligations or obligation in or interests under this Agreement without first satisfying the Rating Agency Condition and or any Transaction without the prior written consent of Party B. the other party; provided, however, that (iii) Subject to Part 5(o) below, Party A may (at its own cost) make such a transfer all of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of substantially all of its rights assets to, another entity, or an incorporation, reincorporation or reconstitution, and obligations with respect to (ii) Party A may transfer this Agreement to any other entity (a “Transferee”) Person that is an Eligible Replacement through office, branch or affiliate of Party A (any such Person, office, branch or affiliate, a novation or other assignment and assumption agreement or similar agreement in form and substance reasonably satisfactory Transferee) on at least five Business Days' prior written notice to Party B; provided that that, with respect to clause (ii), (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates to all or substantially all of Party A’s rights and obligations under this Agreement, (B) as of the date of such transfer the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of this Agreement in respect of such Tax, ; (CB) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer transfer; (C) such notice is accompanied by a written instrument pursuant to which the Transferee acquires and assumes the rights and obligations of Party A so transferred; and (D) Party A receives confirmation will be responsible for any costs or expenses incurred in connection with such transfer. Party B will execute such documentation as is reasonably deemed necessary by Party A for the effectuation of any such transfer. Notwithstanding the foregoing, no such transfer shall be made unless the transferring party obtains a written acknowledgment from each Rating Agency (other than Moody’s) that transfer to the Transferee does not violate of the Rating Agency Condition. Following Agencies that, notwithstanding such transfer, all references the then-current ratings of the Offered Certificates will not be reduced or withdrawn, provided, however, that this provision shall not apply to Party A shall be deemed to be references any transfer that is made pursuant to the Transferee. (iiiprovisions of Part 5(c) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer. (iv) this Agreement. Except as specified otherwise in the documentation evidencing a transfer, a transfer of all the obligations of Party A made in compliance with this Part 5(f) Section 7 will constitute an acceptance and assumption of such obligations (and any related interests so transferred) by the Transferee, a novation of the transferee in place of Party A with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transfer. In addition, Party A may transfer this Agreement without the prior written consent of the Trustee on behalf of Party B to an Affiliate of Party A that satisfies the Hedge Counterparty Rating Requirements or that has furnished a guarantee, subject to S&P Ratings Condition, of the obligations under this Agreement from a guarantor that satisfies the Hedge Counterparty Rating Requirements; provided that Rating Agency Approval will be required unless such transfer is in connection with the assignment and assumption of this Agreement by such an Affiliate without modification of its terms, other than the following terms: party name, dates relevant to the effective date of such transfer, tax representations (provided that the representations in Part 2(a) are not modified) and any other representations regarding the status of such an Affiliate the substitute counterparty of the type included in Section (c) of this Part 5 and notice information (in which case, Party A shall provide written notice to S&P with respect thereto).

Transfer. (iA) Section 7 Except in the case of a Party transferring all of its Participating Interest, no Transfer shall be made by any Party which results in the transferor or the transferee holding a Participating Interest of less than five percent (5%) or any interest other than a Participating Interest in the Contract and this Agreement. If a Party holds a Participating Interest of five percent (5%) or less prior to any Transfer, then such Party may only Transfer to an existing Party, unless each other Party consents in advance to a Transfer to a person or entity that is not at the time a Party, which consent may be withheld, conditioned or delayed for any or no reason. (B) Subject to the terms of Articles 4.9 and 4.10, the Party serving as Operator shall remain Operator following Transfer of a portion of its Participating Interest. If Operator transfers all of its Participating Interest to an Affiliate, that Affiliate shall automatically become the successor Operator, provided that the transferring Operator shall remain liable for its Affiliate's performance of its obligations. (C) Both the transferee, and, notwithstanding the Transfer, the transferring Party, shall be liable to the other Parties for the transferring Party’s Participating Interest share of any obligations (financial or otherwise) which have vested, matured or accrued under the provisions of the Contract or this Agreement prior to such Transfer. Such obligations, shall not apply include any proposed expenditure approved by the Operating Committee prior to the transferring Party A and, subject notifying the other Parties of its proposed Transfer and shall also include costs of plugging and abandoning wxxxx or portions of wxxxx and decommissioning facilities in which the transferring Party participated (or with respect to Section 6(b)(iiwhich it was required to bear a share of the costs pursuant to this sentence) (provided that to the extent Party such costs are payable by the Parties under the Contract. (D) A makes transferee shall have no rights in the Contract or this Agreement (except any notice and cure rights or similar rights that may be provided to a transfer pursuant to Section 6(b)(iiLien Holder (as defined in Article 12.2(E)) by separate instrument signed by all Parties) unless and until: (1) it will provide a prior written notice to the Rating Agencies of such transfer) and Part 5(f)(ii) below, Party A may not transfer (whether by way of security or otherwise) any interest or obligation expressly undertakes in or under this Agreement without first satisfying the Rating Agency Condition and without the prior written consent of Party B. (ii) Subject to Part 5(o) below, Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a “Transferee”) that is an Eligible Replacement through a novation or other assignment and assumption agreement or similar agreement in form and substance instrument reasonably satisfactory to Party B; provided that (A) Party B shall determine in its sole discretion, acting in a commercially reasonable manner, whether or not a transfer relates the other Parties to all or substantially all of Party A’s rights and perform the obligations under this Agreement, (B) as of the date of such transfer transferor under the Transferee will not be required to withhold or deduct on account of a Tax from any payments under this Agreement unless the Transferee will be required to make payments of additional amounts pursuant to Section 2(d)(i)(4) of Contract and this Agreement in respect of the Participating Interest being transferred and obtains any necessary Government approval for the Transfer and furnishes any guarantees required by the Government or the Contract on or before the applicable deadlines; and (2) except in the case of a Transfer to an Affiliate, each Party has consented in writing to such TaxTransfer, (C) a Termination Event or Event of Default does not occur under this Agreement as a result of such transfer and (D) Party A receives confirmation from each Rating Agency (other than Moody’s) that transfer which consent shall be denied only if the transferee fails to establish to the Transferee does not violate reasonable satisfaction of each Party its financial capability to perform its payment obligations under the Rating Agency ConditionContract and this Agreement. Following such transfer, all references to Party A No consent shall be deemed required under Article 12.2(D)(2) for a Transfer to be references an Affiliate if the transferring Party agrees in an instrument reasonably satisfactory to the Transfereeother Parties to remain liable for its Affiliate’s performance of its obligations. (iiiE) If an entity has made Nothing contained in this Article 12 shall prevent a Firm Offer Party from Encumbering all or any undivided share of its Participating Interest to a third party (which remains capable a “Lien Holder”) for the purpose of becoming legally binding upon acceptancesecurity relating to finance, provided that: (1) such Party shall remain liable for all obligations relating to such interest; (2) the Encumbrance shall be subject to any necessary approval of the Government expressly subordinated to the rights of the other Parties under this Agreement; (3) such Party shall ensure that any Encumbrance shall be expressed to be without prejudice to the transferee provisions of a transfer to be made in accordance with Part 5(f)(ii) above, Party B shall (at Party A’s cost) at Party A’s written request, take any reasonable steps required to be taken by it to effect such transfer.this Agreement; and (iv4) Except as specified otherwise the Lien Holder shall first enter into and deliver a subordination agreement in favor of the documentation evidencing a transferother Parties, a transfer of all in substantially the obligations of Party A made in compliance with this Part 5(f) will constitute an acceptance and assumption of such obligations (and any related interests so transferred) form approved by the Transferee, a novation of the transferee Operating Committee in place of Party A consultation with respect to such obligations (and any related interests so transferred), and a release and discharge by Party B of Party A from, and an agreement by Party B not to make any claim for payment, liability, or otherwise against Party A with respect to, such obligations from and after the effective date of the transferlegal counsel.