THE TRUSTEE ON SUCH HEDGE
COUNTERPARTY OR ANY SUCH HEDGE COUNTERPARTY CREDIT SUPPORT PROVIDER.
(G)
UPON THE TERMINATION OR PARTIAL TERMINATION OF EACH HEDGE AGREEMENT,
THE ISSUER AT THE DIRECTION OF THE COLLATERAL MANAGER AND THE TRUSTEE SHALL TAKE
SUCH COMMERCIALLY REASONABLE ACTIONS (FOLLOWING THE EXPIRATION OF ANY APPLICABLE
GRACE PERIOD AND AFTER THE EXPIRATION OF THE APPLICABLE TIME PERIOD SET FORTH IN
THE RELATED HEDGE AGREEMENT) TO ENFORCE
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THE RIGHTS OF THE ISSUER AND THE TRUSTEE THEREUNDER AS MAY BE PERMITTED BY THE
TERMS OF THE HEDGE AGREEMENT AND CONSISTENT WITH THE TERMS HEREOF, AND SHALL
APPLY THE PROCEEDS OF ANY SUCH ACTIONS (INCLUDING, WITHOUT LIMITATION, THE
PROCEEDS OF THE LIQUIDATION OF ANY COLLATERAL PLEDGED BY OR ON BEHALF OF EACH
HEDGE COUNTERPARTY) TO ENABLE THE ISSUER TO ENTER INTO ADDITIONAL OR REPLACEMENT
HEDGE AGREEMENTS WITHIN THIRTY (30) DAYS OF THE EXPIRATION OF ANY SUCH GRACE
PERIOD AND SUCH APPLICABLE TIME PERIOD AS SET FORTH IN THE RELATED HEDGE
AGREEMENT ON SUBSTANTIALLY IDENTICAL TERMS OR ON SUCH OTHER TERMS SUBJECT TO THE
RATING AGENCY CONDITION.
THE TRUSTEE SHALL, PROMPTLY AFTER THE CLOSING DATE, IN
RESPECT OF EACH HEDGE COUNTERPARTY, ESTABLISH A SINGLE SEGREGATED TRUST ACCOUNT
IN THE NAME OF THE TRUSTEE, EACH DESIGNATED THE "HEDGE TERMINATION ACCOUNT,"
WHICH SHALL BE HELD IN TRUST FOR THE BENEFIT OF THE NOTEHOLDERS AND EACH HEDGE
COUNTERPARTY AND OVER WHICH THE TRUSTEE WILL HAVE EXCLUSIVE CONTROL AND THE SOLE
RIGHT OF WITHDRAWAL, AND IN EACH OF WHICH NO PERSON OTHER THAN THE TRUSTEE, THE
NOTEHOLDERS AND THE HEDGE COUNTERPARTY WILL HAVE ANY LEGAL OR BENEFICIAL
INTEREST.
EACH HEDGE TERMINATION ACCOUNT SHALL REMAIN AT ALL TIMES WITH THE
CORPORATE TRUST OFFICE OR A FINANCIAL INSTITUTION HAVING A LONG-TERM DEBT RATING
AT LEAST EQUAL TO "A-" OR "A3," AS APPLICABLE, OR A SHORT-TERM DEBT RATING AT
LEAST EQUAL TO "A-1," "P-1" OR "F1," AS APPLICABLE.
NOTWITHSTANDING ANYTHING
CONTAINED IN THIS INDENTURE TO THE CONTRARY, ANY PAYMENTS (OTHER THAN PAYMENTS
RELATING TO PAST-DUE SCHEDULED PAYMENTS ON A HEDGE AGREEMENT) RECEIVED BY THE
ISSUER OR TRUSTEE IN CONNECTION WITH EITHER (X) THE TERMINATION (IN WHOLE OR IN
PART) OF A RELATED HEDGE AGREEMENT OR (Y) THE EXECUTION OF AN ADDITIONAL OR
REPLACEMENT HEDGE AGREEMENTS SHALL BE IMMEDIATELY TRANSFERRED TO THE TRUSTEE FOR
DEPOSIT INTO THE RELATED HEDGE TERMINATION ACCOUNT.
ANY COSTS ATTRIBUTABLE TO
ENTERING INTO AN ADDITIONAL OR REPLACEMENT HEDGE AGREEMENTS (OTHER THAN IN
CONNECTION WITH A PERMITTED TRANSFER) WITH RESPECT TO THE RELATED HEDGE
COUNTERPARTY SHALL BE PAID FROM THE RELATED HEDGE TERMINATION ACCOUNT, AND ANY
SUCH AMOUNTS WHICH ARE PAYABLE BUT EXCEED THE BALANCE IN THE RELATED HEDGE
TERMINATION ACCOUNT SHALL BE BORNE SOLELY BY THE ISSUER AND SHALL CONSTITUTE
EXPENSES PAYABLE UNDER CLAUSE (5) OF SECTION 11.1(A)(I) HEREOF.
ADDITIONALLY,
ANY AMOUNTS THAT ARE DUE AND PAYABLE TO A HEDGE COUNTERPARTY UPON A TERMINATION
OF A HEDGE AGREEMENT SHALL BE PAID FROM ANY AMOUNTS ON DEPOSIT IN THE RELATED
HEDGE TERMINATION ACCOUNT, AND, TO THE EXTENT THE AMOUNTS ON DEPOSIT IN SUCH
HEDGE