Common use of Yield Maintenance Agreement Clause in Contracts

Yield Maintenance Agreement. (a) [Reserved.] (b) The Depositor hereby directs the Supplemental Interest Trust Trustee to execute and deliver on behalf of the Supplemental Interest Trust the Yield Maintenance Agreement and authorizes the Supplemental Interest Trust Trustee to perform its obligations thereunder on behalf of the Supplemental Interest Trust in accordance with the terms of the Yield Maintenance Agreement. On or before the Closing Date, the Supplemental Interest Trust Trustee shall enter into the Yield Maintenance Agreement on behalf of the Supplemental Interest Trust, with the Yield Maintenance Agreement Counterparty. The Yield Maintenance Agreement shall be held in the Supplemental Interest Trust and be part of the Trust Fund but not part of any REMIC. The Supplemental Interest Trust Trustee shall deposit all amounts received from the Yield Maintenance Agreement Counterparty into the Supplemental Interest Trust Account and distribute such amounts in accordance with Section 5.30 below. (c) [Reserved.] (d) The Seller, the Depositor and the Certificateholders by acceptance of their Certificates acknowledge and agree that the Supplemental Interest Trust Trustee shall execute, deliver and perform its obligations under the Yield Maintenance Agreement and shall do so solely in its capacity as Supplemental Interest Trust Trustee of the Supplemental Interest Trust and not in its individual capacity. The Supplemental Interest Trust Trustee is hereby directed to represent and warrant to the Yield Maintenance Agreement Counterparty under the Yield Maintenance Agreement that the beneficial owner for United States federal income tax purposes of payments made under the Yield Maintenance Agreement is a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of United States Treasury Regulations (the “Regulations”)) for United States federal income tax purposes. Every provision of this Agreement relating to the conduct of affecting the liability of or affording protection to the Paying Agent shall apply to the Supplemental Interest Trust Trustee’s execution of the Yield Maintenance Agreement and the performance of its duties and satisfaction of its obligations thereunder. (e) [Reserved.]

Yield Maintenance Agreement. (a) [Reserved.] (b) The Depositor hereby directs the Supplemental Interest Trust Trustee Securities Administrator to execute and deliver on behalf of the Supplemental Interest Trust the Yield Maintenance Agreement and authorizes the Supplemental Interest Trust Trustee Securities Administrator to perform its obligations thereunder on behalf of the Supplemental Interest Trust in accordance with the terms of the Yield Maintenance Agreement. The Depositor hereby authorizes and directs the Securities Administrator to ratify on behalf of the Trust, as the Trust’s own actions, the terms agreed to by the Depositor in relation to the Yield Maintenance Agreement, as reflected in the Yield Maintenance Agreement, and the Securities Administrator hereby so ratifies the Yield Maintenance Agreement. The Securities Administrator shall amend the Yield Maintenance Agreement in accordance with its terms and as requested by a party to the Yield Maintenance Agreement to cure any ambiguity in or correct or supplement any provision of, the Yield Maintenance Agreement, provided, however, that any such amendment will not have a material adverse effect to a Certificateholder as evidenced by a written confirmation from each Rating Agency that such amendment would not result in the reduction or withdrawal of the then current ratings of any outstanding Class of Certificates. On or before the Closing Date, the Supplemental Interest Trust Trustee Securities Administrator shall enter into the Yield Maintenance Agreement Agreement, on behalf of the Supplemental Interest Trust, with the Yield Maintenance Agreement Counterparty. The Yield Maintenance Agreement shall be held in the Supplemental Interest Trust and be part of the Trust Fund but not part of any REMIC. The Supplemental Interest Trust Trustee shall deposit all amounts received from the Yield Maintenance Agreement Counterparty into is the Supplemental Interest Trust Account and distribute such amounts in accordance with Section 5.30 below. (c) [Reserved.] (d) The Seller, the Depositor and the Certificateholders by acceptance of their Certificates acknowledge and agree that the Supplemental Interest Trust Trustee shall execute, deliver and perform its obligations calculation agent under the Yield Maintenance Agreement and shall do so solely in its capacity as Supplemental Interest Trust Trustee of the Supplemental Interest Trust and not in its individual capacity. The Supplemental Interest Trust Trustee is hereby directed to represent and warrant calculate all amounts pursuant to the Yield Maintenance Agreement Counterparty and notify the Securities Administrator of all such amounts. (b) Upon receipt from the Yield Maintenance Agreement Counterparty, the Securities Administrator will deposit, or cause to be deposited, into an Eligible Account (the “Yield Maintenance Account”) any amounts paid under the Yield Maintenance Agreement. For federal and state income tax purposes, the Class C-C Certificateholders will be deemed to be the owners of the Yield Maintenance Account and all amounts deposited into the Yield Maintenance Account. Any monies held in the Yield Maintenance Account on any Distribution Date after giving effect to the distributions in Section 4.08(c) on such Distribution Date shall be distributed to the Class C-C Certificateholders or their designees. Amounts held in the Yield Maintenance Account and not distributed on any Distribution Date will be invested by the Securities Administrator as separately agreed by the Securities Administrator and Depositor. All income and gain earned upon such investment shall be deposited into the Yield Maintenance Account. Upon the termination of the Trust Fund, or the payment in full of the LIBOR Certificates, all amounts remaining on deposit in the Yield Maintenance Account will be distributed to the Class C-C Certificateholders. The Yield Maintenance Account will be part of the Trust Fund but not part of any REMIC and any payments to the LIBOR Certificates of Net WAC Rate Carryover Amounts with respect to any Class of LIBOR Certificates will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860G(a)(1). For federal tax return and information reporting, the right to receive any Net WAC Rate Carryover Amount shall be assigned the value specified in Section 10.01(l) of this Agreement. (c) On each Distribution Date, prior to any distributions made pursuant to Section 3.26 or Section 4.07(c) hereof, the Securities Administrator will withdraw from amounts in the Yield Maintenance Account to distribute to the LIBOR Certificates the following amounts in the following order of priority, in each case to the extent of amounts remaining in the Yield Maintenance Account: (i) to the LIBOR Certificates, any applicable Net WAC Carryover Amounts in the same order and priority as described in Section 3.26; and (ii) to the Class C-C Certificates, any remaining amounts. (d) Notwithstanding anything in this Section 4.08 to the contrary, for any Distribution Date on which there are aggregate payments under the Yield Maintenance Agreement that based on an aggregate notional balance in excess of the beneficial owner for United States federal income tax purposes aggregate Class Principal Balance of payments made under the Yield Maintenance Agreement is LIBOR Certificates, the amount representing such excess payment shall not be an asset of the Trust Fund and, instead, shall be paid into and distributed out of a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of United States Treasury Regulations (the “Regulations”)) for United States federal income tax purposes. Every provision of separate trust created by this Agreement relating for the benefit of the Class C-C Certificates and shall be distributed to the conduct of affecting the liability of or affording protection Class C-C Certificates pursuant to the Paying Agent shall apply to the Supplemental Interest Trust Trustee’s execution of the Yield Maintenance Agreement and the performance of its duties and satisfaction of its obligations thereunderSection 4.08(c)(ii). (e) [Reserved.]

Yield Maintenance Agreement. (a) [Reserved.] (b) The Trustee is hereby directed by the Depositor hereby directs the Supplemental Interest Trust Trustee to execute execute, deliver and deliver on behalf of the Supplemental Interest Trust the Yield Maintenance Agreement and authorizes the Supplemental Interest Trust Trustee to perform its obligations thereunder on behalf of the Supplemental Interest Trust in accordance with the terms of the Yield Maintenance Agreement. On or before the Closing Date, the Supplemental Interest Trust Trustee shall enter into under the Yield Maintenance Agreement on behalf of a trust, separate from the Supplemental Trust, for the benefit of the Class A Certificateholders (referred to herein as a “Separate Interest Trust”) in the form presented to it by the Depositor and shall have no responsibility for the contents, with adequacy or sufficiency of the Yield Maintenance Agreement Counterpartyincluding without limitation, the representations and warranties contained therein. The Yield Maintenance Agreement shall be held in Each Holder of a Class A Certificate is deemed, by acceptance of such Class A Certificate, to authorize the Supplemental Interest Trust Trustee to execute, deliver and be part of the Trust Fund but not part of any REMIC. The Supplemental Interest Trust Trustee shall deposit all amounts received from perform its obligations under the Yield Maintenance Agreement Counterparty into the Supplemental Interest Trust Account and distribute such amounts in accordance with Section 5.30 below. (c) [Reserved.] (d) Agreement. The Seller, the Depositor Depositor, the Servicer and the Certificateholders Holders of the Class A Certificates (by their acceptance of their Certificates such Certificates) acknowledge and agree that the Supplemental Interest Trust Trustee shall executeis executing, deliver delivering and perform performing its obligations under the Yield Maintenance Agreement and shall do so solely in its capacity as Supplemental Interest Trust Trustee trustee of the Supplemental Separate Interest Trust and not in its individual capacity. The Supplemental . (b) Pursuant to the Yield Maintenance Agreement, the Yield Maintenance Counterparty shall have provided the Trustee with notice of the Yield Maintenance Amount, if any, to be paid by the Yield Maintenance Counterparty to the Trustee for the account of the Separate Interest Trust pursuant to such Yield Maintenance Agreement for each Distribution Date. Any Yield Maintenance Amounts received by the Trustee is hereby directed to represent and warrant pursuant to the Yield Maintenance Agreement Counterparty in connection with each such Distribution Date shall be deposited into the Basis Risk Reserve Fund. (c) On each Distribution Date on which there is a payment received by the Trustee under the Yield Maintenance Agreement that is based on a notional amount in excess of the beneficial owner Certificate Principal Balance of the Class A Certificates (such amount, the “Excess Cap Amount”), the Trustee shall not treat such payments as amounts on deposit in the Basis Risk Reserve Fund for United States federal income tax purposes of payments made under determining the Required Reserve Fund Deposit for such Distribution Date. Any such Excess Cap Amount shall not be an asset of the Trust Fund, but instead shall be paid into and distributed out of the Separate Interest Trust for the benefit of the Class Y Certificateholders. On each Distribution Date, the Trustee on behalf of the Separate Interest Trust shall distribute amounts on deposit in the Basis Risk Reserve Fund representing the Yield Maintenance Agreement is a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of United States Treasury Regulations (the “Regulations”)) Amount for United States federal income tax purposes. Every provision of this Agreement relating such Distribution Date first, to the conduct Holders of affecting the liability of or affording protection Class Y Certificates, in an amount equal to the Paying Agent shall apply Excess Cap Amount, and second, to the Supplemental Interest Trust Trustee’s execution Holders of the Class A Certificates, in an amount up to any Basis Risk Shortfalls for such Distribution Date. Any portion of the Yield Maintenance Agreement and Amount remaining after such distributions shall be retained in the performance of its duties and satisfaction of its obligations thereunderBasis Risk Reserve Fund for distribution pursuant to Section 5.02 hereof. (e) [Reserved.]

Yield Maintenance Agreement. (a) [ReservedIn the event that the Securities Administrator does not receive by the Business Day preceding a Payment Date the amount reported to the Securities Administrator as the amount to be paid with respect to such Payment Date by the Yield Maintenance Provider under the Yield Maintenance Agreement, the Securities Administrator shall notify the Indenture Trustee and the Indenture Trustee, at the direction of the Holders of a majority of the aggregate Note Principal Balances of the Notes in accordance with Section 5.11, shall enforce the obligation of the Yield Maintenance Provider under such Yield Maintenance Agreement. The parties hereto acknowledge that the Yield Maintenance Provider shall make all calculations, and determine the amounts to be paid, under the Yield Maintenance Agreement. The Securities Administrator may conclusively rely on such calculations and determination and any notice received by it from the Yield Maintenance Provider pursuant to the Yield Maintenance Agreement. The Indenture Trustee may conclusively rely on information provided to it by the Securities Administrator. The Indenture Trustee has no obligation to monitor, and no liability for, the performance of the Securities Administrator under the Yield Maintenance Agreement, and the Indenture Trustee shall be indemnified by the Trust and held harmless against any loss, liability or expense incurred in the administration of the Yield Maintenance Agreement as provided under Section 6.07.] (b) The Depositor hereby directs the Supplemental Interest Trust Trustee Securities Administrator shall deposit or cause to execute and deliver on behalf of the Supplemental Interest Trust be deposited any amount received under the Yield Maintenance Agreement and authorizes into the Supplemental Interest Trust Trustee to perform its obligations thereunder Payment Account on behalf of the Supplemental Interest Trust in accordance with the terms of date such amount is received from the Yield Maintenance AgreementProvider (including termination payments, if any). On or before All payments received under the Closing Date, the Supplemental Interest Trust Trustee shall enter into the Yield Maintenance Agreement on behalf of the Supplemental Interest Trust, with the Yield Maintenance Agreement Counterparty. The Yield Maintenance Agreement shall be held in the Supplemental Interest Trust and be distributed as part of the Trust Fund but not part of any REMIC. The Supplemental Interest Trust Trustee shall deposit all amounts received from the Yield Maintenance Agreement Counterparty into the Supplemental Interest Trust Account and distribute such amounts in accordance with Section 5.30 belowAvailable Funds. (c) [Reserved.] (d) The Seller, the Depositor and the Certificateholders by acceptance of their Certificates acknowledge and agree that the Supplemental Interest Trust Trustee shall execute, deliver and perform its obligations under the Yield Maintenance Agreement and shall do so solely in its capacity as Supplemental Interest Trust Trustee of the Supplemental Interest Trust and not in its individual capacity. The Supplemental Interest Trust Trustee is hereby directed to represent and warrant to the Yield Maintenance Agreement Counterparty under the Yield Maintenance Agreement that the beneficial owner for United States federal income tax purposes of payments Payments made under the Yield Maintenance Agreement is a “U.S. person” shall be distributed in the following order of priority: (as that term is used in section 1.1441-4(a)(3)(iii) of United States Treasury Regulations (the “Regulations”)) for United States federal income tax purposes. Every provision of this Agreement relating first, to the conduct Holders of affecting the liability of or affording protection Class 1-A-1 Notes and Class 1-A-2 Notes, on a pro rata basis, and then to the Paying Agent shall apply Class 1-M-1, Class 1-M-2, Class 1-B-1 and Class 1-B-2 Notes, in that order, any Basis Risk Shortfall Carry-Forward Amount for such Notes on such Payment Date; and (ii) any remaining amounts will be distributed to the Supplemental Interest Trust Trustee’s execution Certificate Paying Agent, as designee of the Yield Maintenance Agreement and Issuer, for the performance benefit of its duties and satisfaction the Holders of its obligations thereunderthe Trust Certificates. (e) [Reserved.]

Yield Maintenance Agreement. (a) [Reserved.] A separate trust is hereby established (b) The Depositor hereby directs the “Supplemental Interest Trust”), the corpus of which shall be held by the Supplemental Interest Trust Trustee to execute Trustee, in trust, for the benefit of the holders of the Class 1-A-1C, Class 1-A-2B, Class 1-M-4, Class 1-M-5, Class 1-B-1 and deliver Class 5-A-1 Certificates. On the Closing Date, the Trust Administrator shall establish and maintain in its name on behalf of the Supplemental Interest Trust Trustee, in trust for the benefit of the Class 5-A-1 Certificates, the Yield Maintenance Agreement Account. The Yield Maintenance Account shall be an Eligible Account, and authorizes funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other moneys, including without limitation, other moneys held by the Trust Administrator pursuant to this Agreement. The Yield Maintenance Account shall be an asset of the Supplemental Interest Trust, but will not be an asset of any REMIC. (b) The Trustee is hereby directed by the Depositor, solely as Supplemental Interest Trust Trustee to perform and not in its obligations thereunder individual capacity, on behalf of the Supplemental Interest Trust in accordance with the terms of the Yield Maintenance Agreement. On or before the Closing Date, the Supplemental Interest Trust Trustee shall to enter into the Yield Maintenance Agreement on behalf of the Supplemental Interest TrustTrust for the benefit of the Holders of the Class 5-A-1 Certificates, with in the form presented to it by the Depositor, and the Trust Administrator is hereby directed by Depositor to acknowledge and agree to the Yield Maintenance Agreement. The Trust Administrator shall administer to, and hold, and receive and make all payments under, the Yield Maintenance Agreement Counterparty. The Yield Maintenance Agreement shall be held in the Supplemental Interest Trust and be part of the Trust Fund but not part of any REMIC. The Supplemental Interest Trust Trustee shall deposit all amounts received from the Yield Maintenance Agreement Counterparty into the Supplemental Interest Trust Account and distribute such amounts in accordance with Section 5.30 below. (c) [Reserved.] (d) The Seller, the Depositor and the Certificateholders by acceptance of their Certificates acknowledge and agree that the Supplemental Interest Trust Trustee shall execute, deliver and perform its obligations under the Yield Maintenance Agreement and shall do so solely in its capacity as Supplemental Interest Trust Trustee on behalf of the Supplemental Interest Trust and not in its individual capacity. The the Supplemental Interest Trust Trustee is hereby directed in accordance with its terms and the provisions of this Agreement. Neither the Supplemental Interest Trust Trustee nor the Trust Administrator shall have any responsibility for the contents, adequacy or sufficiency of the Yield Maintenance Agreement, including, without limitation, any covenants, representations and warranties contained therein. The Yield Maintenance Agreement will be an asset of the Supplemental Interest Trust but will not be an asset of any REMIC. Any funds payable by the Supplemental Interest Trust or Supplemental Interest Trust Trustee under the Yield Maintenance Agreement to represent the Yield Maintenance Agreement Counterparty shall be paid by the Depositor. Notwithstanding anything to the contrary contained herein or in the Yield Maintenance Agreement, neither the Supplemental Interest Trust Trustee nor the Trust Administrator shall be required to make any payments to the Yield Maintenance Agreement Counterparty under the Yield Maintenance Agreement. Every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Trustee and warrant the Trust Administrator shall apply to the Trustee ’s and the Trust Administrator’s, as applicable, execution of and performance of any obligations under the Yield Maintenance Agreement. (c) The Trust Administrator shall deposit any Yield Maintenance Agreement Payments received with respect to the Yield Maintenance Agreement into the Yield Maintenance Account. (d) The Trust Administrator shall prepare and deliver any notices required to be delivered to the Yield Maintenance Agreement Counterparty under the Yield Maintenance Agreement that of which a Responsible Officer of the beneficial owner for United States federal income tax purposes Trust Administrator shall have actual knowledge of payments made the requirement to deliver such notices. (e) The Trust Administrator on behalf of the Supplemental Interest Trust Trustee shall terminate the Yield Maintenance Agreement Counterparty upon the occurrence of an Event of Default (as defined under the Yield Maintenance Agreement) under the Yield Maintenance Agreement is of which a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) Responsible Officer of United States Treasury Regulations (the “Regulations”)) for United States federal income tax purposesTrust Administrator has actual knowledge. Every provision of this Upon such a termination, the Yield Maintenance Agreement relating Counterparty may be required to pay an amount to the conduct Trust Administrator in respect of affecting market quotations for the liability of or affording protection to the Paying Agent shall apply to the Supplemental Interest Trust Trustee’s execution replacement cost of the Yield Maintenance Agreement and the performance of its duties and satisfaction of its obligations thereunderAgreement. (ef) [ReservedOn each Distribution Date on or prior to the Yield Maintenance Agreement Termination Date for the Class 5-A-1 Certificates, the Trust Administrator shall distribute Yield Maintenance Agreement Payments and Excess Funds on deposit in the Yield Maintenance Account to the Class 5-A-1 Certificates to pay any Yield Maintenance Amount and Yield Maintenance Amount Shortfall for the Class 5-A-1 Certificates for that Distribution Date.] (g) Funds in the Yield Maintenance Account may be invested in Eligible Investments by the Trust Administrator at the direction of the Depositor maturing on or prior to the next succeeding Distribution Date. The Trust Administrator shall account for the Yield Maintenance Account as an outside reserve fund within the meaning of Treasury regulation 1.860G-2(h) and not an asset of any REMIC created pursuant to this Agreement. The Trust Administrator shall treat amounts paid by the Yield Maintenance Account as payments made from outside each of the REMICs for all federal tax purposes. Any net investment earnings on such amounts shall be payable to the Depositor. The Depositor will be the owner of the Yield Maintenance Account for federal tax purposes and the Depositor shall direct the Trust Administrator in writing as to the investment of amounts therein. In the absence of such written direction, all funds in the Yield Maintenance Account shall remain uninvested. The Trust Administrator shall have no liability for losses on investments in Eligible Investments made pursuant to this Section 4.09(g) (other than as obligor on any such investments). Upon termination of the Supplemental Interest Trust, any amounts remaining in the Yield Maintenance Account shall be distributed to Credit Suisse Securities (USA) LLC. (h) On the Distribution Date immediately after the earlier of (i) the Distribution Date on which the Class Principal Balance of the Class 5-A-1 Certificates equals zero or (ii) the Yield Maintenance Agreement Termination Date for the Class 5-A-1 Certificates, any amounts on deposit in the Yield Maintenance Account not payable on the Class 5-A-1 Certificates shall be distributed to Credit Suisse Securities (USA) LLC.