Common use of Transfer to Avoid Termination Event Clause in Contracts

Transfer to Avoid Termination Event. Section 6(b)(ii) is hereby amended by (i) deleting the words “or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party,” and (ii) deleting the last paragraph thereof and inserting the following in lieu thereof: “Notwithstanding anything to the contrary in Section 7 (as amended herein) and Part 5(f), any transfer by Party A under this Section 6(b)(ii) shall not require the consent of Party B for such transfer if the following conditions are satisfied: (1) the transferee (the “Section 6 Transferee”) is an Eligible Replacement; (2) if the Section 6 Transferee is domiciled in a different country or political subdivision thereof from both Party A and Party B, such transfer satisfies the Rating Agency Condition; (3) the Section 6 Transferee will not, as a result of such transfer, be required on the next succeeding Scheduled Payment Date to withhold or deduct on account of any Tax (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 Section 6 Transferee would be required to make additional payments pursuant to Section 2(d)(i)(4) corresponding to such excess; (4) a Termination Event or Event of Default does not occur as a result of such transfer; and (5) the Section 6 Transferee confirms in writing that it will accept all of the interests and obligations in and under this Agreement which are to be transferred to it in accordance with the terms of this provision.”

Transfer to Avoid Termination Event. Section 6(b)(ii) is hereby amended by (i) deleting the words “"or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party,” " and (ii) deleting the last paragraph thereof and inserting the following in lieu thereoffollowing: “"Notwithstanding anything to the contrary in Section 7 (as amended herein) and Part 5(f5(i), any transfer by Party A Bear ▇▇▇▇▇▇▇ under this Section 6(b)(ii) shall not require the consent of Party B for such transfer if the following conditions are satisfiedCounterparty; provided that: (1i) the transferee (the “Section 6 "Transferee”") is an Eligible Replacement; (2ii) if the Section 6 Transferee is domiciled in a different country or political subdivision thereof from both Party A Bear ▇▇▇▇▇▇▇ and Party BCounterparty, such transfer satisfies the Rating Agency Condition; (3iii) the Section 6 Transferee will not, as a result of such transfer, be required on the next succeeding Scheduled Payment Date to withhold or deduct on account of any Tax (except in respect of default interest) amounts in excess of that which Party A Bear ▇▇▇▇▇▇▇ would, on the next succeeding Scheduled Payment Date have been required to so withhold or deduct unless the Section 6 Transferee would be required to make additional payments pursuant to Section 2(d)(i)(42(d) (i)(4) corresponding to such excess; (4iv) a Termination Event or Event of Default does not occur as a result of such transfer; and (5v) the Section 6 Transferee confirms in writing that it will accept all of the interests and obligations in and under this Agreement which are to be transferred to it in accordance with the terms of this provision. On and from the effective date of any such transfer to the Transferee, Bear ▇▇▇▇▇▇▇ will be fully released from any and all obligations hereunder.”"

Transfer to Avoid Termination Event. Section 6(b)(ii) is hereby amended by (i) deleting the words “"or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party,” " and (ii) deleting the last paragraph thereof and inserting the following in lieu thereoffollowing: “"Notwithstanding anything to the contrary in Section 7 (as amended herein) and Part 5(f5(i), any transfer by Party A Bear Stearns under this Section 6(b)(ii) shall not require the consent t▇▇ ▇▇▇▇ent of Party B for such transfer if the following conditions are satisfiedCounterparty; provided that: (1i) the transferee (the “Section 6 "Transferee”") is an Eligible Replacement; (2ii) if the Section 6 Transferee is domiciled in a different country or political subdivision thereof from both Party A Bear Stearns and Party BCounterparty, such transfer satisfies the Rating ▇▇▇ ▇▇ting Agency Condition; (3iii) the Section 6 Transferee will not, as a result of such transfer, be required on the next succeeding Scheduled Payment Date to withhold or deduct on account of any Tax (except in respect of default interest) amounts in excess of that which Party A Bear Stearns would, on the next succeeding Scheduled Payment Date have been required to so withhold or deduct unless the Section 6 Transferee would be required to make additional payments pursuant to Section 2(d)(i)(42(d) (i)(4) corresponding to such excess; (4iv) a Termination Event or Event of Default does not occur as a result of such transfer; and (5v) the Section 6 Transferee confirms in writing that it will accept all of the interests and obligations in and under this Agreement which are to be transferred to it in accordance with the terms of this provision. On and from the effective date of any such transfer to the Transferee, Bear Stearns will be fully released from any and all obligat▇▇▇▇ ▇▇reunder.”" Reference Number: CXCWL07S2 Countrywide Home Loans, Inc. March 30, 2007 Page 16 of 33

Transfer to Avoid Termination Event. Section 6(b)(ii) is hereby amended by (i) deleting the words “"or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party,” " and (ii) deleting the last paragraph thereof and inserting the following in lieu thereoffollowing: “"Notwithstanding anything to the contrary in Section 7 (as amended herein) and Part 5(f5(i), any transfer by Party A Bear Stearns under this Section 6(b)(ii) shall not require the consent of Party B for such transfer if the following conditions are satisfiedcon▇▇▇▇ ▇▇ Counterparty; provided that: (1i) the transferee (the “Section 6 "Transferee”") is an Eligible Replacement; (2ii) if the Section 6 Transferee is domiciled in a different country or political subdivision thereof from both Party A Bear Stearns and Party BCounterparty, such transfer satisfies the Rating Agency Ra▇▇▇▇ ▇▇ency Condition; (3iii) the Section 6 Transferee will not, as a result of such transfer, be required on the next succeeding Scheduled Payment Date to withhold or deduct on account of any Tax (except in respect of default interest) amounts in excess of that which Party A Bear Stearns would, on the next succeeding Scheduled Payment Date have ▇▇▇▇ ▇▇ve been required to so withhold or deduct unless the Section 6 Transferee would be required to make additional payments pursuant to Section 2(d)(i)(42(d) (i)(4) corresponding to such excess; (4iv) a Termination Event or Event of Default does not occur as a result of such transfer; and (5v) the Section 6 Transferee confirms in writing that it will accept all of the interests and obligations in and under this Agreement which are to be transferred to it in accordance with the terms of this provision. On and from the effective date of any such transfer to the Transferee, Bear Stearns will be fully released from any and all obligations hereun▇▇▇.”"

Transfer to Avoid Termination Event. Section 6(b)(ii) is hereby amended by (i) deleting the words “"or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party,” " and (ii) deleting the last paragraph thereof and inserting the following in lieu thereoffollowing: “"Notwithstanding anything to the contrary in Section 7 (as amended herein) and Part 5(f5(i), any transfer by Party A Bear ▇▇▇▇▇▇▇ under this Section 6(b)(ii) shall not require the consent of Party B for such transfer if the following conditions are satisfiedCounterparty; provided that: (1i) the transferee (the “Section 6 "Transferee”") is an Eligible Replacement; (2ii) if the Section 6 Transferee is domiciled in a different country or political subdivision thereof from both Party A Bear ▇▇▇▇▇▇▇ and Party BCounterparty, such transfer satisfies the Rating Agency Condition; (3iii) the Section 6 Transferee will not, as a result of such transfer, be required on the next succeeding Scheduled Payment Date to withhold or deduct on account of any Tax (except in respect of default interest) amounts in excess of that which Party A Bear ▇▇▇▇▇▇▇ would, on the next succeeding Scheduled Payment Date have been required to so withhold or deduct unless the Section 6 Transferee would be required to make additional payments pursuant to Section 2(d)(i)(4) corresponding to such excess; (4iv) a Termination Event or Event of Default does not occur as a result of such transfer; and (5v) the Section 6 Transferee confirms in writing that it will accept all of the interests and obligations in and under this Agreement which are to be transferred to it in accordance with the terms of this provision. On and from the effective date of any such transfer to the Transferee, Bear ▇▇▇▇▇▇▇ will be fully released from any and all obligations hereunder.”"

Transfer to Avoid Termination Event. Section 6(b)(ii) is hereby amended by (i) deleting the words “"or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party,” " and (ii) deleting the last paragraph thereof and inserting the following in lieu thereoffollowing: “"Notwithstanding anything to the contrary in Section 7 (as amended herein) and Part 5(f5(i), any transfer by Party A Bear Stearns under this Section 6(b)(ii) shall not require the consent requir▇ ▇▇▇ ▇onsent of Party B for such transfer if the following conditions are satisfiedCounterparty; provided that: (1i) the transferee (the “Section 6 "Transferee”") is an Eligible Replacement; (2ii) if the Section 6 Transferee is domiciled in a different country or political subdivision thereof from both Party A Bear Stearns and Party BCounterparty, such transfer satisfies the Rating th▇ ▇▇▇▇▇g Agency Condition; (3iii) the Section 6 Transferee will not, as a result of such transfer, be required on the next succeeding Scheduled Payment Date to withhold or deduct on account of any Tax (except in respect of default interest) amounts in excess of that which Party A Bear Stearns would, on the next succeeding Scheduled Payment Date Paym▇▇▇ ▇▇▇e have been required to so withhold or deduct unless the Section 6 Transferee would be required to make additional payments pursuant to Section 2(d)(i)(42(d) corresponding to such excess; (4iv) a Termination Event or Event of Default does not occur as a result of such transfer; and (5v) the Section 6 Transferee confirms in writing that it will accept all of the interests and obligations in and under this Agreement which are to be transferred to it in accordance with the terms of this provision. On and from the effective date of any such transfer to the Transferee, Bear Stearns will be fully released from any and all obligations ▇▇▇▇▇nder.”"

Transfer to Avoid Termination Event. Section 6(b)(ii) is hereby amended by (i) deleting the words “"or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party,” " and (ii) deleting the last paragraph thereof and inserting the following in lieu thereoffollowing: “"Notwithstanding anything to the contrary in Section 7 (as amended herein) and Part 5(f5(i), any transfer by Party A Bear Stearns under this Section 6(b)(ii) shall not require the consent of Party B for such transfer if the following conditions are satisfiedCounterparty; provided that: (1i) the transferee (the “Section 6 "Transferee”") is an Eligible ReplacementReplacement and such Eligible Replacement provides an indemnity with respect to Regulation AB matters that is satisfactory to the Depositor; (2ii) if the Section 6 Transferee is domiciled in a different country or political subdivision thereof from both Party A Bear Stearns and Party BCounterparty, such transfer satisfies the Rating Agency Condition; (3iii) the Section 6 Transferee will not, as a result of such transfer, be required on the next succeeding Scheduled Payment Date to withhold or deduct on account of any Tax (except in respect of default interest) amounts in excess of that which Party A Bear Stearns would, on the next succeeding Scheduled Payment Date have been ▇▇▇▇ ▇▇en required to so withhold or deduct unless the Section 6 Transferee would be required to make additional payments pursuant to Section 2(d)(i)(4) corresponding to such excess; (4iv) a Termination Event or Event of Default does not occur as a result of such transfer; and (5v) the Section 6 Transferee confirms in writing that it will accept all of the interests and obligations in and under this Agreement which are to be transferred to it in accordance with the terms of this provision. On and from the effective date of any such transfer to the Transferee, Bear Stearns will be fully released from any and all obligations hereunder.”"

Transfer to Avoid Termination Event. Section 6(b)(ii) is hereby amended by (i) deleting the words “"or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party,” " and (ii) deleting the last paragraph thereof and inserting the following in lieu thereoffollowing: “"Notwithstanding anything to the contrary in Section 7 (as amended herein) and Part 5(f5(i), any transfer by Party A Bear ▇▇▇▇▇▇▇ under this Section 6(b)(ii) shall not require the consent of Party B for such transfer if the following conditions are satisfiedCounterparty; provided that: (1i) the transferee (the “Section 6 "Transferee”") is an Eligible ReplacementReplacement and such Eligible Replacement provides an indemnity with respect to Regulation AB matters that is satisfactory to the Depositor; (2ii) if the Section 6 Transferee is domiciled in a different country or political subdivision thereof from both Party A Bear ▇▇▇▇▇▇▇ and Party B, such transfer satisfies the Rating Agency Condition; (3iii) the Section 6 Transferee will not, as a result of such transfer, be required on the next succeeding Scheduled Payment Date to withhold or deduct on account of any Tax (except in respect of default interest) amounts in excess of that which Party A Bear ▇▇▇▇▇▇▇ would, on the next succeeding Scheduled Payment Date have been required to so withhold or deduct unless the Section 6 Transferee would be required to make additional payments pursuant to Section 2(d)(i)(42(d) (i)(4) corresponding to such excess; (4iv) a Termination Event or Event of Default does not occur as a result of such transfer; and (5v) the Section 6 Transferee confirms in writing that it will accept all of the interests and obligations in and under this Agreement which are to be transferred to it in accordance with the terms of this provision. On and from the effective date of any such transfer to the Transferee, Bear ▇▇▇▇▇▇▇ will be fully released from any and all obligations hereunder.”"

Transfer to Avoid Termination Event. Section 6(b)(ii) is hereby amended by (i) deleting the words “"or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party,” " and (ii) deleting the last paragraph thereof and inserting the following in lieu thereoffollowing: “"Notwithstanding anything to the contrary in Section 7 (as amended herein) and Part 5(f5(i), any transfer by Party A Bear ▇▇▇▇▇▇▇ under this Section 6(b)(ii) shall not require the consent of Party B for such transfer if the following conditions are satisfiedB; provided that: (1i) the transferee (the “Section 6 "Transferee”") is an Eligible Replacement; (2ii) if the Section 6 Transferee is domiciled in a different country or political subdivision thereof from both Party A Bear ▇▇▇▇▇▇▇ and Party B, such transfer satisfies the Rating Agency Condition; (3iii) the Section 6 Transferee will not, as a result of such transfer, be required on the next succeeding Scheduled Payment Date to withhold or deduct on account of any Tax (except in respect of default interest) amounts in excess of that which Party A Bear ▇▇▇▇▇▇▇ would, on the next succeeding Scheduled Payment Date have been required to so withhold or deduct unless the Section 6 Transferee would be required to make additional payments pursuant to Section 2(d)(i)(42(d) (i)(4) corresponding to such excess; (4iv) a Termination Event or Event of Default does not occur as a result of such transfer; and (5v) the Section 6 Transferee confirms in writing that it will accept all of the interests and obligations in and under this Agreement which are to be transferred to it in accordance with the terms of this provision. On and from the effective date of any such transfer to the Transferee, Bear ▇▇▇▇▇▇▇ will be fully released from any and all obligations hereunder.”"