Common use of Trust’s Obligations under the Interest Rate Swap Agreements; Replacement and Termination of the Interest Rate Swap Agreements Clause in Contracts

Trust’s Obligations under the Interest Rate Swap Agreements; Replacement and Termination of the Interest Rate Swap Agreements. (a) Upon the Securities Administrator obtaining actual knowledge of an Event of Default, Termination Event or Additional Termination Event (as each of those terms are defined in the applicable Interest Rate Swap Agreement) for which the Trust has the right to designate an Early Termination Date(as defined in the applicable Interest Rate Swap Agreement), the Securities Administrator will act at the written direction of the Depositor as to whether it will designate an Early Termination Date; provided, however, that the Securities Administrator, on behalf of the Trust, shall provide written notice to each Rating Agency following the Event of Default, Termination Event or Additional Termination Event. Upon the termination of any Interest Rate Swap Agreement under the circumstances contemplated by this Section 4.06(a), the Securities Administrator, on behalf of the Trust, shall use its reasonable best efforts to enforce the rights of the Trust and the Trustee thereunder as may be permitted by the terms of such Interest Rate Swap Agreement and consistent with the terms hereof, and shall apply the proceeds of any such efforts to enter into a replacement interest rate swap agreement with another swap provider. The Securities Administrator shall be responsible for selecting any successor swap provider only at the direction and expense of the Depositor. To the extent such replacement interest rate swap agreement can be entered into, any termination payments received by the Supplemental Interest Trust in respect of the terminated interest rate swap agreement shall be used, to the extent necessary, by the Supplemental Interest Trust for the purpose of entering into such replacement interest rate swap agreement. (b) Notwithstanding all other provisions in this Agreement, in the event that the Supplemental Interest Trust, at the direction of the Depositor, enters into a replacement interest rate swap agreement and the Supplemental Interest Trust is entitled to receive a payment from a replacement swap provider (such payment, a “Replacement Swap Provider Payment”), the Securities Administrator on behalf of the Supplemental Interest Trust shall deposit such Replacement Swap Provider Payment into the Supplemental Interest Trust Account and pay to the Swap Provider the lesser of (x) the amount so received and (y) any Swap Termination Payment owed to the Swap Provider (to the extent not already paid by the Supplemental Interest Trust) that is being replaced immediately upon receipt of the Replacement Swap Provider Payment, regardless of whether the date of receipt thereof is a Distribution Date; provided that to the extent that the Replacement Swap Provider Payment is less than the Swap Termination Payment owed to the Swap Provider that is being replaced, any remaining amounts will be paid to the Swap Provider on the subsequent Distribution Date (unless the Replacement Swap Provider Payment is paid to the Swap Provider on a Distribution Date, in which case such remaining amounts will be paid on such Distribution Date) in accordance with Section 4.05 of this Agreement. For the avoidance of doubt, the parties agree that the Swap Provider shall have first priority to any Replacement Swap Provider Payment (to the extent that the Swap Provider is owed a Swap Termination Payment from the Supplemental Interest Trust) over the payment of all or any portion of such Replacement Swap Provider Payment by the Trust or the Supplemental Interest Trust to Certificateholders, any Servicer, the Trustee or any other Person.

Trust’s Obligations under the Interest Rate Swap Agreements; Replacement and Termination of the Interest Rate Swap Agreements. (a) Upon the Securities Administrator obtaining actual knowledge of an Event of Default, Termination Event or Additional Termination Event (as each of those terms are defined in the applicable Interest Rate Swap Agreement) for which the Trust has the right to designate an Early Termination Date(as defined in the applicable Interest Rate Swap Agreement), the Securities Administrator will act at the written direction of the Depositor as to whether it will designate an Early Termination Date; provided, however, that the Securities Administrator, on behalf of the Trust, shall provide written notice to each Rating Agency following the Event of Default, Termination Event or Additional Termination Event. Upon the termination of any Interest Rate Swap Agreement under the circumstances contemplated by this Section 4.06(a), the Securities Administrator, on behalf of the Trust, shall use its reasonable best efforts to enforce the rights of the Trust and the Trustee thereunder as may be permitted by the terms of such Interest Rate Swap Agreement and consistent with the terms hereof, and shall apply the proceeds of any such efforts to enter into a replacement interest rate swap agreement with another swap provider. The Securities Administrator shall be responsible for selecting any successor swap provider only at the direction and expense of the Depositor. To the extent such replacement interest rate swap agreement can be entered into, any termination payments received by the Supplemental Interest Trust in respect of the terminated interest rate swap agreement shall be used, to the extent necessary, by the Supplemental Interest Trust for the purpose of entering into such replacement interest rate swap agreement. (b) Notwithstanding all other provisions in this Agreement, in the event that the Supplemental Interest Trust, at the direction of the Depositor, enters into a replacement interest rate swap agreement and the Supplemental Interest Trust is entitled to receive a payment from a replacement swap provider (such payment, a “Replacement Swap Provider Payment”), the Securities Administrator on behalf of the Supplemental Interest Trust shall deposit such Replacement Swap Provider Payment into the Supplemental Interest Trust Account and pay to the Swap Provider the lesser of (x) the amount so received and (y) any Swap Termination Payment owed to the Swap Provider (to the extent not already paid by the Supplemental Interest Trust) that is being replaced immediately upon receipt of the Replacement Swap Provider Payment, regardless of whether the date of receipt thereof is a Distribution Date; provided that to the extent that the Replacement Swap Provider Payment is less than the Swap Termination Payment owed to the Swap Provider that is being replaced, any remaining amounts will be paid to the Swap Provider on the subsequent Distribution Date (unless the Replacement Swap Provider Payment is paid to the Swap Provider on a Distribution Date, in which case such remaining amounts will be paid on such Distribution Date) in accordance with Section 4.05 of this Agreement. For the avoidance of doubt, the parties agree that the Swap Provider shall have first priority to any Replacement Swap Provider Payment (to the extent that the Swap Provider is owed a Swap Termination Payment from the Supplemental Interest Trust) over the payment of all or any portion of such Replacement Swap Provider Payment by the Trust or the Supplemental Interest Trust to Certificateholders, any Servicer, the Trustee or any other Person. (c) The Securities Administrator shall deliver or cause to be delivered the federal taxpayer identification number of the Supplemental Interest Trust on a correct, complete and duly executed IRS Form W-9 of the Supplemental Interest Trust to the Swap Provider promptly after execution of the Interest Rate Swap Agreements but no later than the first Distribution Date and thereafter, promptly upon actual knowledge of a Responsible Officer of the Securities Administer that such previously provided form is obsolete or incorrect and, if requested by the Swap Provider, an applicable IRS Form W-8IMY.

Trust’s Obligations under the Interest Rate Swap Agreements; Replacement and Termination of the Interest Rate Swap Agreements. (a) Upon the Securities Administrator obtaining actual knowledge of an Event of Default, Termination Event or Additional Termination Event (each as each of those terms are defined in the applicable Interest Rate Swap Agreement or Interest Rate Cap Agreement) for which the Trust has the right to designate an Early Termination Date(as Date (as defined in the applicable Interest Rate Swap Agreement or Interest Rate Cap Agreement), the Securities Administrator will act at the written direction of the Depositor as to whether it will designate an Early Termination Date; provided, however, that the Securities Administrator, on behalf of the Trust, shall provide written notice to each Rating Agency following the such Event of Default, Termination Event or Additional Termination Event. Upon the termination of any Interest Rate Swap Agreement or the Interest Rate Cap Agreement under the circumstances contemplated by this Section 4.06(a), the Securities Administrator, on behalf of the Trust, shall use its reasonable best efforts to enforce the rights of the Trust and the Trustee thereunder as may be permitted by the terms of such Interest Rate Swap Agreement or Interest Rate Cap Agreement and consistent with the terms hereof, and shall apply the proceeds of any such efforts to enter into a replacement interest rate swap agreement or interest rate cap agreement with another swap provider. The Securities Administrator shall be responsible for selecting any successor swap provider only at the direction and expense of the Depositor. To the extent such replacement interest rate swap agreement or interest rate cap agreement can be entered into, any termination payments received by the Supplemental Interest Trust in respect of the terminated interest rate swap agreement or interest rate cap agreement shall be used, to the extent necessary, by the Supplemental Interest Trust for the purpose of entering into such replacement interest rate swap agreement or interest rate cap agreement. (b) Notwithstanding all other provisions in this Agreement, in the event that the Supplemental Interest Trust, at the direction of the Depositor, enters into a replacement interest rate swap agreement and the Supplemental Interest Trust is entitled to receive a payment from a replacement swap provider (such payment, a “Replacement Swap Provider Payment”), the Securities Administrator on behalf of the Supplemental Interest Trust shall deposit such Replacement Swap Provider Payment into the Supplemental Interest Trust Account and pay to the Swap Provider the lesser of (x) the amount so received and (y) any Swap Termination Payment owed to the Swap Provider (to the extent not already paid by the Supplemental Interest Trust) that is being replaced immediately upon receipt of the Replacement Swap Provider Payment, regardless of whether the date of receipt thereof is a Distribution Date; provided that to the extent that the Replacement Swap Provider Payment is less than the Swap Termination Payment owed to the Swap Provider that is being replaced, any remaining amounts will be paid to the Swap Provider on the subsequent Distribution Date (unless the Replacement Swap Provider Payment is paid to the Swap Provider on a Distribution Date, in which case such remaining amounts will be paid on such Distribution Date) in accordance with Section 4.05 of this Agreement. For the avoidance of doubt, the parties agree that the Swap Provider shall have first priority to any Replacement Swap Provider Payment (to the extent that the Swap Provider is owed a Swap Termination Payment from the Supplemental Interest Trust) over the payment of all or any portion of such Replacement Swap Provider Payment by the Trust or the Supplemental Interest Trust to Certificateholders, any Servicer, the Trustee or any other Person. (c) The Securities Administrator shall deliver or cause to be delivered the federal taxpayer identification number of the Supplemental Interest Trust on a correct, complete and duly executed IRS Form W-9 of the Supplemental Interest Trust to the Swap Provider promptly after execution of the Interest Rate Swap Agreements but no later than the first Distribution Date and thereafter, promptly upon actual knowledge of a Responsible Officer of the Securities Administer that such previously provided form is obsolete or incorrect and, if requested by the Swap Provider, an applicable IRS Form W-8IMY.