Common use of Replacement Policy Clause in Contracts

Replacement Policy. If a Credit Enhancer Default occurs or if the claims-paying ability rating of the Credit Enhancer is downgraded, the Depositor may, in accordance with and upon satisfaction of the conditions set forth in the Policy, including, without limitation, payment in full of all amounts owed to the Credit Enhancer, but shall not be required to, substitute a new surety bond or surety bonds for the existing Policy, provided, however, that in each case the Investor Certificates shall be rated no lower than the rating assigned by each Rating Agency to the Investor Certificates immediately prior to such Credit Enhancer Default or downgrade and that such new surety bond will qualify as a "similar commercially available credit enhancement contract" within the meaning of Treas. Reg. ss. 1.1001-3(e)(4)(iv)(B). It shall be a condition to substitution of any new credit enhancement that there be delivered to the Trustee a legal opinion, acceptable in form and substance to the Trustee, from counsel to the provider of such new credit enhancement with respect to the enforceability thereof and such other matters as the Trustee may require. Upon receipt of the items referred to above and the taking of physical possession of the new credit enhancement, the Trustee shall, within [five] Business Days following receipt of such items and such taking of physical possession, deliver the replaced Policy to the Credit Enhancer. Any other form of credit enhancement may also be substituted for the Policy upon the occurrence of a Credit Enhancer Default or downgrade, provided, however, that the Trustee receives an Opinion of Counsel to the effect that such substitution will not be treated as a significant modification within the meaning of Treas. Reg. ss. 1.1001-3.]

Replacement Policy. If In the event of a Credit Enhancer ------------------ Default occurs or if the claims-claims paying ability rating of the Credit Enhancer is downgradeddowngraded and such downgrade results in a downgrading of the then current rating of the Investor Certificates (in each case, a "Replacement Event"), the ----------------- Depositor may, in accordance with and upon satisfaction of the conditions set forth in the Policy, including, without limitation, payment in full of all amounts owed to the Credit Enhancer, but shall not be required to, substitute a new surety bond or surety bonds for the existing Policy, provided, however, -------- ------- that in each case the Investor Certificates shall be rated no lower than the rating assigned by each Rating Agency to the Investor Certificates immediately prior to such Credit Enhancer Default or downgrade Replacement Event and that such new surety bond will qualify as a "similar commercially available credit enhancement contract" within the meaning of Treas. Reg. ss. 1.1001-3(e)(4)(iv)(B). It shall be a condition to substitution of any new credit enhancement that there be delivered to the Trustee a legal opinion, acceptable in form and substance to the Trustee, from counsel to the provider of such new credit enhancement with respect to the enforceability thereof and such other matters as the Trustee may require. Upon receipt of the items referred to above and the taking of physical possession of the new credit enhancement, the Trustee shall, within [five] five Business Days following receipt of such items and such taking of physical possession, deliver the replaced Policy to the Credit Enhancer. Any other form of credit enhancement may also be substituted for the Policy upon the occurrence of a Credit Enhancer Default or downgradeReplacement Event, provided, however, that the Trustee receives an Opinion of -------- ------- Counsel to the effect that such substitution will not be treated as a significant modification within the meaning of Treas. Reg. ss. 1.1001-3.]

Replacement Policy. If In the event of a Credit Enhancer Default occurs default by the Insurer under the Policy or if the claims-paying ability rating financial strength of the Credit Enhancer Insurer, within the two-year period commencing on the Closing Date, is downgradednot rated at least "AA-" by Standard & Poor's and "Aa3" by ▇▇▇▇▇'▇ (in each case, a "Replacement Event"), the Depositor Seller may, in accordance with and upon satisfaction of the conditions set forth in the PolicyPolicy and the Insurance and Indemnity Agreement, including, without limitation, the payment in full of all amounts owed to the Credit EnhancerInsurer, and the receipt of a statement in writing from each Rating Agency stating that the substitution referred to below would not result in the downgrading or withdrawal of the respective ratings then assigned to the Class A Notes (without regard to the Policy), but shall not be required to, substitute a new surety bond insurance policy or surety bonds insurance policies for the existing Policy, or may arrange for any other form of credit enhancement; provided, however, that in each case the Investor Certificates Class A Notes shall be rated no lower than the rating assigned by each Rating Agency to the Investor Certificates Class A Notes immediately prior to such Credit Enhancer Default or downgrade and that such new surety bond will qualify as a "similar commercially available credit enhancement contract" within the meaning of Treas. Reg. ss. 1.1001-3(e)(4)(iv)(B)Replacement Event. It shall be a condition to substitution of any new credit enhancement that there be delivered to the Indenture Trustee (i) a legal opinion, acceptable in form and substance to the Indenture Trustee, from counsel to the provider of such new credit enhancement with respect to the enforceability thereof and such other matters as the Indenture Trustee may requirerequire and (ii) an Opinion of Counsel to the effect that such substitution would not have a materially adverse tax effect on the Class A Noteholders or the Trust. Upon receipt of the items referred to above and the taking of physical possession of the new credit enhancement, the Indenture Trustee shall, within [five] five Business Days following receipt of such items and such taking of physical possession, deliver the replaced Policy to the Credit Enhancer. Any other form of credit enhancement may also be substituted for the Policy upon the occurrence of a Credit Enhancer Default or downgrade, provided, however, that the Trustee receives an Opinion of Counsel to the effect that such substitution will not be treated as a significant modification within the meaning of Treas. Reg. ss. 1.1001-3Insurer.]