Common use of Interest Rate Cap Agreement Clause in Contracts

Interest Rate Cap Agreement. (a) The Depositor hereby directs the Securities Administrator to execute and deliver on behalf of the Supplemental Interest Trust the Interest Rate Cap Agreement and authorizes the Securities Administrator to perform its obligations as Cap Trustee thereunder on behalf of the Supplemental Interest Trust in accordance with the terms of the Interest Rate Cap Agreement. The Depositor hereby authorizes and directs the Securities Administrator to ratify on behalf of the Supplemental Interest Trust, as the Supplemental Interest Trust’s own actions, the terms agreed to by the Depositor in relation to the Interest Rate Cap Agreement, as reflected in the Interest Rate Cap Agreement, and the Securities Administrator hereby so ratifies the Interest Rate Cap Agreement. The Cap Trustee shall have no responsibility for the contents of such Interest Rate Cap Agreement, including, without limitation, the representations and warranties contained therein. Notwithstanding anything to the contrary contained herein or in the Interest Rate Cap Agreement, neither the Cap Trustee nor the Securities Administrator shall be required to make any payments from its own funds to the Cap Provider. If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator determines that a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator shall amend the Interest Rate Cap Agreement in accordance with its terms and as requested in writing by a party to the Interest Rate Cap Agreement to cure any ambiguity in or correct or supplement any provision of, the Interest Rate Cap 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. The Interest Rate Cap Agreement shall not be part of any REMIC. The Cap Provider is the calculation agent under the Interest Rate Cap Agreement and shall calculate all amounts pursuant to the Interest Rate Cap Agreement and notify the Securities Administrator of all such amounts. (b) The Depositor hereby directs the Securities Administrator to execute, deliver and perform its obligations under the Interest Rate Cap Agreement on the Closing Date and thereafter on behalf of the Holders of the Certificates. The Seller, the Depositor, the Servicer and the Holders of the Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the Interest Rate Cap Agreement and shall do so solely in its capacity as Securities Administrator as Supplemental Interest Trustee of the Supplemental Interest Trust and not in its individual capacity. (c) The Depositor hereby instructs the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Interest Rate Cap Agreement from the Cap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Cap Provider upon any failure of the Cap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Interest Rate Cap Agreement). (d) The Securities Administrator shall deposit into the Supplemental Interest Trust Account any payments received from the Cap Provider under the Interest Rate Cap Agreement. The Securities Administrator shall distribute from the Supplemental Interest Trust Account any such amounts to Holders of the Certificates on each Distribution Date pursuant to Section 5.09.

Interest Rate Cap Agreement. (a) Prior to or contemporaneously with the Closing Date, Borrower shall enter into an Interest Rate Cap Agreement with a LIBOR strike price equal to the Strike Price. The Depositor hereby directs Interest Rate Cap Agreement shall (i) at all times be with an Acceptable Counterparty, (ii) by its terms or via the Securities Administrator Collateral Assignment of Interest Rate Cap Agreement described below, direct such Acceptable Counterparty to execute and deliver on behalf deposit directly into the Cash Management Account any amounts due Borrower under such Interest Rate Cap Agreement so long as any portion of the Supplemental Debt exists, provided that the Debt shall be deemed to exist if any Property is transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof, (iii) be for a period through the end of the Interest Trust Period ending immediately following the Maturity Date and (iv) at all times have a notional amount equal to or greater than the aggregate Component Outstanding Principal Balances of the Floating Rate Components and shall at all times provide for the applicable Strike Price. Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Interest Rate Cap Agreement dated as of the Closing Date (the “Collateral Assignment of Interest Rate Cap Agreement”), all of its right, title and interest to receive any and all payments under the Interest Rate Cap Agreement, and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Lender and authorizes require that payments be deposited directly into the Securities Administrator to perform Cash Management Account) and shall notify the Acceptable Counterparty of such assignment. (b) Borrower shall comply with all of its obligations as Cap Trustee thereunder on behalf of the Supplemental Interest Trust in accordance with under the terms and provisions of the Interest Rate Cap Agreement. The Depositor hereby authorizes and directs the Securities Administrator to ratify on behalf of the Supplemental Interest Trust, as the Supplemental Interest Trust’s own actions, the terms agreed to All amounts paid by the Depositor in relation to Acceptable Counterparty under the Interest Rate Cap Agreement, Agreement to Borrower shall be deposited immediately into the Cash Management Account or into such account as reflected in specified by Lender. Borrower shall take all actions reasonably requested by Lender to enforce Lender’s rights under the Interest Rate Cap AgreementAgreement in the event of a default by the Acceptable Counterparty and shall not waive, and amend or otherwise modify any of its rights thereunder. (c) In the Securities Administrator hereby so ratifies event of any downgrade, withdrawal or qualification of the rating of the Acceptable Counterparty by any Approved Rating Agency such that it ceases to qualify as an Acceptable Counterparty, unless the Counterparty shall have posted collateral on terms acceptable to each Approved Rating Agency, Borrower shall replace the Interest Rate Cap Agreement. The Cap Trustee shall have no responsibility for the contents of such Agreement with a Replacement Interest Rate Cap AgreementAgreement not later than ten (10) Business Days following receipt of notice from Lender of such downgrade, includingwithdrawal or qualification. In the event that the Counterparty is downgraded (i) below BBB+ by S&P (or, without limitationif such counterparty was an Acceptable Counterparty based on its short-term rating by S&P, below “A-2” by S&P) or (ii) below “Baa1” by Xxxxx’x, a Replacement Interest Rate Cap Agreement shall be required regardless of the representations posting of collateral. (d) In the event that Borrower fails to purchase and warranties contained therein. Notwithstanding anything deliver to the contrary contained herein or in Lender the Interest Rate Cap Agreement, neither the Cap Trustee nor the Securities Administrator shall be required Agreement or fails to make any payments from its own funds to the Cap Provider. If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator determines that a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator shall amend maintain the Interest Rate Cap Agreement in accordance with its the terms and as requested in writing by a party to provisions of this Agreement, Lender may purchase the Interest Rate Cap Agreement and the cost incurred by Lender in purchasing such Interest Rate Cap Agreement shall be paid by Borrower to cure any ambiguity Lender with interest thereon at the Default Rate from the date such cost was incurred by Lender until such cost is reimbursed by Borrower to Lender. (e) In connection with the Interest Rate Cap Agreement, Borrower shall obtain and deliver to Lender an opinion from counsel (which counsel may be in-house counsel for the Acceptable Counterparty) for the Acceptable Counterparty (upon which Lender and its successors and assigns may rely) which shall provide, in relevant part, that (a “Counterparty Opinion”): (i) the Acceptable Counterparty is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or correct or supplement any provision offormation and has the organizational power and authority to execute and deliver, and to perform its obligations under, the Interest Rate Cap 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 ; (ii) the reduction or withdrawal execution and delivery of the then current ratings of any outstanding Class of Certificates. The Interest Rate Cap Agreement shall not be part of any REMIC. The Cap Provider is the calculation agent under the Interest Rate Cap Agreement by the Acceptable Counterparty, and shall calculate any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been and remain duly authorized by all amounts pursuant to the Interest Rate Cap Agreement necessary action and notify the Securities Administrator do not contravene any provision of all such amounts.its certificate of incorporation or by-laws (or equivalent organizational documents) or any law, regulation or contractual restriction binding on or affecting it or its property; (biii) The Depositor hereby directs all consents, authorizations and approvals required for the Securities Administrator to execute, deliver execution and perform its obligations under delivery by the Interest Rate Cap Agreement on the Closing Date and thereafter on behalf Acceptable Counterparty of the Holders of the Certificates. The Seller, the Depositor, the Servicer and the Holders of the Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the Interest Rate Cap Agreement and shall do so solely in its capacity as Securities Administrator as Supplemental Interest Trustee of the Supplemental Interest Trust and not in its individual capacity. (c) The Depositor hereby instructs the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Interest Rate Cap Agreement from the Cap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Cap Provider upon any failure of the Cap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Interest Rate Cap Agreement)., and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been obtained and remain in full force and effect, all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with any Governmental Authority is required for such execution, delivery or performance; and (div) The Securities Administrator shall deposit into the Supplemental Interest Trust Account any payments received from the Cap Provider under the Interest Rate Cap Agreement. The Securities Administrator shall distribute from , and any other agreement which the Supplemental Interest Trust Account any such amounts to Holders Acceptable Counterparty has executed and delivered pursuant thereto, has been duly executed and delivered by the Acceptable Counterparty and constitutes the legal, valid and binding obligation of the Certificates on each Distribution Date pursuant Acceptable Counterparty, enforceable against the Acceptable Counterparty in accordance with its terms, subject to Section 5.09applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Interest Rate Cap Agreement. (a) On or before May 25, 2016, Borrower shall enter into an Interest Rate Cap Agreement with a LIBOR strike price equal to the Strike Price. The Depositor hereby directs Interest Rate Cap Agreement (i) shall at all times be in a form and substance reasonably acceptable to Lender, (ii) shall at all times be with an Acceptable Counterparty, (iii) shall direct such Acceptable Counterparty to deposit directly into the Securities Administrator to execute and deliver on behalf Cash Management Account any amounts due Borrower under such Interest Rate Cap Agreement so long as any portion of the Supplemental Debt exists, provided that the Debt shall be deemed to exist if (x) the Property is transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof and (y) Lender shall not have received amounts sufficient to pay the Debt (whether or not a deficiency judgment on the Note shall have been sought, recovered or denied), (iv) shall be for a period through and including the end of the Interest Trust Period in which the Initial Maturity Date occurs, and (v) shall at all times have a notional amount equal to or greater than the principal balance of the Loan and shall at all times provide for the applicable Strike Price. Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Interest Rate Cap Agreement (the “Assignment of Interest Rate Cap Agreement”), all of its right, title and interest to receive any and all payments under the Interest Rate Cap Agreement, and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms and/or by the terms of the Assignment of Interest Rate Cap Agreement, authorize the assignment to Lender and authorizes require that payments be deposited directly into the Securities Administrator to perform Cash Management Account) and shall notify the Acceptable Counterparty of such assignment. (b) Borrower shall comply with all of its obligations as Cap Trustee thereunder on behalf of the Supplemental Interest Trust in accordance with under the terms and provisions of the Interest Rate Cap Agreement. The Depositor hereby authorizes and directs the Securities Administrator to ratify on behalf of the Supplemental Interest Trust, as the Supplemental Interest Trust’s own actions, the terms agreed to All amounts paid by the Depositor in relation to Acceptable Counterparty under the Interest Rate Cap Agreement, Agreement to Borrower or Lender shall be deposited immediately into the Cash Management Account or into such account as reflected in specified by Lender. Borrower shall take all actions reasonably requested by Lender to enforce Lender’s rights under the Interest Rate Cap AgreementAgreement in the event of a default by the Acceptable Counterparty and shall not waive, and amend or otherwise modify any of its rights thereunder. (c) In the Securities Administrator hereby so ratifies event of any downgrade, withdrawal or qualification of the rating of the Acceptable Counterparty by any Approved Rating Agency, Borrower shall replace the Interest Rate Cap Agreement. The Cap Trustee shall have no responsibility for the contents of such Agreement with a Replacement Interest Rate Cap AgreementAgreement not later than thirty (30) days following receipt of notice from Lender of such downgrade, including, without limitation, withdrawal or qualification. (d) In the representations event that Borrower fails to purchase and warranties contained therein. Notwithstanding anything deliver to the contrary contained herein or in Lender the Interest Rate Cap Agreement, neither the Cap Trustee nor the Securities Administrator shall be required Agreement or fails to make any payments from its own funds to the Cap Provider. If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator determines that a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator shall amend maintain the Interest Rate Cap Agreement in accordance with its the terms and as requested in writing by a party to provisions of this Agreement, Lender may purchase the Interest Rate Cap Agreement and the cost incurred by Lender in purchasing such Interest Rate Cap Agreement shall be paid by Borrower to cure Lender with interest thereon at the Default Rate from the date such cost was incurred by Lender until such cost is reimbursed by Borrower to Lender. (e) If required by Lender, in connection with the Interest Rate Cap Agreement where KeyBank or any ambiguity affiliate thereof is not the counterparty thereunder, Borrower shall obtain and deliver to Lender (a) a resolution/consent, as applicable, of the Acceptable Counterparty authorizing the delivery of the Interest Rate Cap Agreement acceptable to Lender, and (b) an opinion from counsel (which counsel may be in-house counsel for the Acceptable Counterparty) for the Acceptable Counterparty (upon which Lender and its successors and assigns may rely) which shall provide, in relevant part, that: (i) the Acceptable Counterparty is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or correct or supplement any provision offormation and has the organizational power and authority to execute and deliver, and to perform its obligations under, the Interest Rate Cap 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 ; (ii) the reduction or withdrawal execution and delivery of the then current ratings of any outstanding Class of Certificates. The Interest Rate Cap Agreement shall not be part of any REMIC. The Cap Provider is the calculation agent under the Interest Rate Cap Agreement by the Acceptable Counterparty, and shall calculate any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been and remain duly authorized by all amounts pursuant to the Interest Rate Cap Agreement necessary action and notify the Securities Administrator do not contravene any provision of all such amounts.its certificate of incorporation or by-laws (or equivalent organizational documents) or any law, regulation or contractual restriction binding on or affecting it or its property; (biii) The Depositor hereby directs all consents, authorizations and approvals required for the Securities Administrator to execute, deliver execution and perform its obligations under delivery by the Interest Rate Cap Agreement on the Closing Date and thereafter on behalf Acceptable Counterparty of the Holders of the Certificates. The Seller, the Depositor, the Servicer and the Holders of the Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the Interest Rate Cap Agreement and shall do so solely in its capacity as Securities Administrator as Supplemental Interest Trustee of the Supplemental Interest Trust and not in its individual capacity. (c) The Depositor hereby instructs the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Interest Rate Cap Agreement from the Cap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Cap Provider upon any failure of the Cap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Interest Rate Cap Agreement)., and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been obtained and remain in full force and effect, all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with any governmental authority or regulatory body is required for such execution, delivery or performance; and (div) The Securities Administrator shall deposit into the Supplemental Interest Trust Account any payments received from the Cap Provider under the Interest Rate Cap Agreement. The Securities Administrator shall distribute from , and any other agreement which the Supplemental Interest Trust Account any such amounts to Holders Acceptable Counterparty has executed and delivered pursuant thereto, has been duly executed and delivered by the Acceptable Counterparty and constitutes the legal, valid and binding obligation of the Certificates on each Distribution Date pursuant Acceptable Counterparty, enforceable against the Acceptable Counterparty in accordance with its terms, subject to Section 5.09applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Interest Rate Cap Agreement. (ai) Prior to or contemporaneously with the Note Issuance Date, Issuers shall enter into an Interest Rate Cap Agreement with a LIBOR strike price equal to the Strike Price. The Depositor hereby directs Interest Rate Cap Agreement (i) shall be in a form and substance reasonably acceptable to Initial Noteholder, (ii) shall be with an Acceptable Counterparty, (iii) shall direct such Acceptable Counterparty to deposit directly into the Securities Administrator to execute and deliver on behalf Cash Management Account any amounts due Issuers under such Interest Rate Cap Agreement so long as any portion of the Supplemental Debt exists, provided that the Debt shall be deemed to exist if the Property is transferred pursuant to the terms and provisions of the Security Trust Agreement or by judicial or non judicial foreclosure or deed-in-lieu thereof, (iv) shall be for a period equal to the term of this Note and (v) shall have an initial notional amount equal to the principal balance of this Note. Issuers shall collaterally assign to Trustee for the benefit of Noteholders pursuant to the Collateral Assignment of Interest Trust Rate Cap Agreement, all of their right, title and interest to receive any and all payments under the Interest Rate Cap Agreement, and shall deliver to Trustee an executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Trustee for the benefit of Noteholders and authorizes require that payments be deposited directly into the Securities Administrator to perform its Cash Management Account). (ii) Issuers shall comply with all of their obligations as Cap Trustee thereunder on behalf of the Supplemental Interest Trust in accordance with under the terms and provisions of the Interest Rate Cap Agreement. The Depositor hereby authorizes and directs the Securities Administrator to ratify on behalf of the Supplemental Interest Trust, as the Supplemental Interest Trust’s own actions, the terms agreed to All amounts paid by the Depositor in relation to Counterparty under the Interest Rate Cap AgreementAgreement to Issuers or Trustee for the benefit of Noteholders shall be deposited immediately into the Cash Management Account or if the Cash Management Account is not then required to be in effect, into such account as reflected in specified by Trustee. Issuers shall take all actions reasonably requested by Trustee to enforce Trustee’s rights, on behalf of Noteholders, under the Interest Rate Cap AgreementAgreement in the event of a default by the Counterparty and shall not waive, and amend or otherwise modify any of their rights thereunder. (iii) In the Securities Administrator hereby so ratifies event of any downgrade, withdrawal or qualification of the rating of the Counterparty by S&P or Xxxxx’x, Issuers shall replace the Interest Rate Cap Agreement. The Cap Trustee shall have no responsibility for the contents of such Agreement with a Replacement Interest Rate Cap AgreementAgreement not later than fifteen (15) Business Days following receipt of notice from Trustee of such downgrade, including, without limitation, withdrawal or qualification. (iv) In the representations event that Issuers fail to purchase and warranties contained therein. Notwithstanding anything deliver to the contrary contained herein or in Trustee the Interest Rate Cap Agreement, neither the Cap Trustee nor the Securities Administrator shall be required Agreement or fail to make any payments from its own funds to the Cap Provider. If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator determines that a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator shall amend maintain the Interest Rate Cap Agreement in accordance with its the terms and as requested in writing by a party to provisions of this Note, Trustee, on behalf of Noteholders, may purchase the Interest Rate Cap Agreement and the cost incurred by Trustee in purchasing such Interest Rate Cap Agreement shall be paid by Issuers to cure any ambiguity Trustee with interest thereon at the Default Rate from the date such cost was incurred by Trustee until such cost is reimbursed by Issuers to Trustee. (v) In connection with the Interest Rate Cap Agreement, Issuers shall obtain and deliver to Trustee an opinion from counsel (which counsel may be in-house counsel for the Counterparty) for the Counterparty (upon which Trustee and its successors and assigns may rely) which shall provide, in or correct or supplement any provision ofrelevant part, that: (A) the Counterparty is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation and has the organizational power and authority to execute and deliver, and to perform its obligations under, the Interest Rate Cap 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 ; (B) the reduction or withdrawal execution and delivery of the then current ratings of any outstanding Class of Certificates. The Interest Rate Cap Agreement shall not be part of any REMIC. The Cap Provider is the calculation agent under the Interest Rate Cap Agreement by the Counterparty, and shall calculate any other agreement which the Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been and remain duly authorized by all amounts pursuant to the Interest Rate Cap Agreement necessary action and notify the Securities Administrator do not contravene any provision of all such amounts.its certificate of incorporation or by-laws (or equivalent organizational documents) or any law, regulation or contractual restriction binding on or affecting it or its property; (bC) The Depositor hereby directs all consents, authorizations and approvals required for the Securities Administrator to execute, deliver execution and perform its obligations under delivery by the Interest Rate Cap Agreement on the Closing Date and thereafter on behalf Counterparty of the Holders of the Certificates. The Seller, the Depositor, the Servicer and the Holders of the Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the Interest Rate Cap Agreement and shall do so solely in its capacity as Securities Administrator as Supplemental Interest Trustee of the Supplemental Interest Trust and not in its individual capacity. (c) The Depositor hereby instructs the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Interest Rate Cap Agreement from the Cap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Cap Provider upon any failure of the Cap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Interest Rate Cap Agreement)., and any other agreement which the Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been obtained and remain in full force and effect, all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with any governmental authority or regulatory body is required for such execution, delivery or performance; and (dD) The Securities Administrator shall deposit into the Supplemental Interest Trust Account any payments received from the Cap Provider under the Interest Rate Cap Agreement. The Securities Administrator shall distribute from , and any other agreement which the Supplemental Interest Trust Account any such amounts to Holders Counterparty has executed and delivered pursuant thereto, has been duly executed and delivered by the Counterparty and constitutes the legal, valid and binding obligation of the Certificates on each Distribution Date pursuant Counterparty, enforceable against the Counterparty in accordance with its terms, subject to Section 5.09applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Interest Rate Cap Agreement. (a) Prior to or contemporaneously with the Closing Date, Borrower shall enter into an Interest Rate Cap Agreement with respect to Promissory Note A with a LIBOR strike price equal to the Strike Price. The Depositor hereby directs Interest Rate Cap Agreement (i) shall be in a form and substance reasonably acceptable to Lender, (ii) shall be with an Acceptable Counterparty, (iii) shall direct such Acceptable Counterparty to deposit directly into the Securities Administrator to execute and deliver on behalf Lockbox Account any amounts due Borrower under such Interest Rate Cap Agreement so long as any portion of the Supplemental Debt evidenced by Promissory Note A exists, provided that the Debt evidenced by Promissory Note A shall be deemed to exist if the Properties transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof, (iv) shall be for a period equal to the term of the Loan and (v) shall have an initial notional amount equal to the principal balance of the Promissory Note A. Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Interest Trust Rate Cap Agreement, all of its right, title and interest to receive any and all payments under the Interest Rate Cap Agreement, and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Lender and authorizes require that payments be deposited directly into the Securities Administrator to perform Lockbox Account). (b) Borrower shall comply in all material respects with all of its obligations as Cap Trustee thereunder on behalf of the Supplemental Interest Trust in accordance with under the terms and provisions of the Interest Rate Cap Agreement. The Depositor hereby authorizes and directs the Securities Administrator to ratify on behalf of the Supplemental Interest Trust, as the Supplemental Interest Trust’s own actions, the terms agreed to All amounts paid by the Depositor in relation to Counterparty under the Interest Rate Cap AgreementAgreement to Borrower or Lender shall be deposited immediately into the Lockbox Account or if the Lockbox Account is not then required to be in effect, into such account as reflected in specified by Lender. Borrower shall take all actions reasonably requested by Lender to enforce Lender's rights under the Interest Rate Cap AgreementAgreement in the event of a default by the Counterparty and shall not waive, and amend or otherwise modify any of its rights thereunder. (c) In the Securities Administrator hereby so ratifies event of any downgrade, withdrawal or qualification of the rating of the Counterparty by S&P or Xxxxx'x, Borrower shall replace the Interest Rate Cap Agreement. The Cap Trustee shall have no responsibility for the contents of such Agreement with a Replacement Interest Rate Cap AgreementAgreement not later than ten (10) Business Days following receipt of notice from Lender of such downgrade, including, without limitation, withdrawal or qualification. (d) In the representations event that Borrower fails to purchase and warranties contained therein. Notwithstanding anything deliver to the contrary contained herein or in Lender the Interest Rate Cap Agreement, neither the Cap Trustee nor the Securities Administrator shall be required Agreement or fails to make any payments from its own funds to the Cap Provider. If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator determines that a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator shall amend maintain the Interest Rate Cap Agreement in accordance with its the terms and as requested in writing by a party to provisions of this Agreement, Lender may purchase the Interest Rate Cap Agreement and the cost incurred by Lender in purchasing such Interest Rate Cap Agreement shall be paid by Borrower to cure any ambiguity Lender with interest thereon at the Default Rate from the date such cost was incurred by Lender until such cost is reimbursed by Borrower to Lender. (e) In connection with the Interest Rate Cap Agreement, Borrower shall obtain and deliver to Lender an opinion from counsel (which counsel may be in-house counsel for the Counterparty) for the Counterparty (upon which Lender and its successors and assigns may rely) which shall provide, in or correct or supplement any provision ofrelevant part, that: (i) the Counterparty is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation and has the organizational power and authority to execute and deliver, and to perform its obligations under, the Interest Rate Cap 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 ; (ii) the reduction or withdrawal execution and delivery of the then current ratings of any outstanding Class of Certificates. The Interest Rate Cap Agreement shall not be part of any REMIC. The Cap Provider is the calculation agent under the Interest Rate Cap Agreement by the Counterparty, and shall calculate any other agreement which the Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been and remain duly authorized by all amounts pursuant to the Interest Rate Cap Agreement necessary action and notify the Securities Administrator do not contravene any provision of all such amounts.its certificate of incorporation or by-laws (or equivalent organizational documents) or any law, regulation or contractual restriction binding on or affecting it or its property; (biii) The Depositor hereby directs all consents, authorizations and approvals required for the Securities Administrator to execute, deliver execution and perform its obligations under delivery by the Interest Rate Cap Agreement on the Closing Date and thereafter on behalf Counterparty of the Holders of the Certificates. The Seller, the Depositor, the Servicer and the Holders of the Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the Interest Rate Cap Agreement and shall do so solely in its capacity as Securities Administrator as Supplemental Interest Trustee of the Supplemental Interest Trust and not in its individual capacity. (c) The Depositor hereby instructs the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Interest Rate Cap Agreement from the Cap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Cap Provider upon any failure of the Cap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Interest Rate Cap Agreement)., and any other agreement which the Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been obtained and remain in full force and effect, all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with any governmental authority or regulatory body is required for such execution, delivery or performance; and (div) The Securities Administrator shall deposit into the Supplemental Interest Trust Account any payments received from the Cap Provider under the Interest Rate Cap Agreement. The Securities Administrator shall distribute from , and any other agreement which the Supplemental Interest Trust Account any such amounts to Holders Counterparty has executed and delivered pursuant thereto, has been duly executed and delivered by the Counterparty and constitutes the legal, valid and binding obligation of the Certificates on each Distribution Date pursuant Counterparty, enforceable against the Counterparty in accordance with its terms, subject to Section 5.09applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Interest Rate Cap Agreement. (a) Prior to or contemporaneously with the Closing Date, Borrower shall enter into an Interest Rate Cap Agreement with a LIBOR strike price equal to the Strike Price. The Depositor hereby directs Interest Rate Cap Agreement (i) shall be in a form and substance reasonably acceptable to Lender, (ii) shall be with an Acceptable Counterparty, (iii) shall direct such Acceptable Counterparty to deposit directly into the Securities Administrator to execute and deliver on behalf Mezzanine Cash Management Account any amounts due Borrower under such Interest Rate Cap Agreement so long as any portion of the Supplemental Debt exists, provided that the Debt shall be deemed to exist if the Collateral is transferred by secured party sale or otherwise, (iv) shall be for a period equal to the term of the Loan and (v) shall have an initial notional amount equal to the principal balance of the Loan. Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Interest Trust Rate Cap Agreement, all of its right, title and interest to receive any and all payments under the Interest Rate Cap Agreement, and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Lender and authorizes require that payments be deposited directly into the Securities Administrator to perform Mezzanine Cash Management Account). (b) Borrower shall comply with all of its obligations as Cap Trustee thereunder on behalf of the Supplemental Interest Trust in accordance with under the terms and provisions of the Interest Rate Cap Agreement. The Depositor hereby authorizes All amounts paid by the Counterparty under the Interest Rate Cap Agreement to Borrower or Lender shall be deposited immediately into the Mezzanine Cash Management Account. Borrower shall take all actions reasonably requested by Lender to enforce Lender’s rights under the Interest Rate Cap Agreement in the event of a default by the Counterparty and directs shall not waive, amend or otherwise modify any of its rights thereunder. (c) In the Securities Administrator event that (i) the Strike Price is modified pursuant to ratify on behalf clause (a) of the Supplemental definition of Strike Price, or (ii) Borrower exercises the First Extension Option, the Second Extension Option or the Third Extension Option, or (iii) Lender notifies Borrower that the Counterparty no longer qualifies as an Acceptable Counterparty, Borrower shall replace, or shall cause the Counterparty to replace, the Interest TrustRate Cap Agreement with a Replacement Interest Rate Cap Agreement with a LIBOR strike price equal to the applicable Strike Price, (A) which Replacement Interest Rate Cap Agreement shall modify the strike price under the Interest Rate Cap Agreement to the applicable Strike Price in effect on such date (with respect to foregoing clause (i)), (B) which Replacement Interest Rate Cap Agreement shall extend the maturity date set forth in the Interest Rate Cap Agreement to the Fixed Maturity Date (with respect to the foregoing clause (ii)) prior to or on the commencement date of the First Extension Term, the Second Extension Term or the Third Extension Term, as the Supplemental Interest Trust’s own actionscase may be, the terms agreed to by the Depositor in relation or (C) as required due to the occurrence of any of the events listed in the foregoing clause (iii), not later than thirty (30) days following receipt of notice from Lender of such downgrade, withdrawal or qualification. With respect to each Replacement Interest Rate Cap Agreement, Borrower shall deliver to Lender a Collateral Assignment of Interest Rate Cap Agreement in a form comparable to the Collateral Assignment of Interest Rate Cap Agreement entered into by Borrower as reflected in of the date of this Agreement and that has been acknowledged by the Acceptable Counterparty providing the Replacement Interest Rate Cap Agreement. (d) In the event that Borrower fails to purchase and deliver to Lender the Interest Rate Cap Agreement, and the Securities Administrator hereby so ratifies the Interest Rate Cap Agreement. The Cap Trustee shall have no responsibility for the contents of such Interest Rate Cap Agreement, including, without limitation, the representations and warranties contained therein. Notwithstanding anything Agreement or fails to the contrary contained herein or in the Interest Rate Cap Agreement, neither the Cap Trustee nor the Securities Administrator shall be required to make any payments from its own funds to the Cap Provider. If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator determines that a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator shall amend maintain the Interest Rate Cap Agreement in accordance with its the terms and as requested in writing by a party provisions of this Agreement, after two (2) Business Days prior written notice to Borrower if the Interest Rate Cap Agreement is being replaced pursuant to cure any ambiguity Section 2.2.7(c)(iii) hereof, Lender may purchase the Interest Rate Cap Agreement and the cost incurred by Lender in or correct or supplement any provision ofpurchasing such Interest Rate Cap Agreement shall be paid by Borrower to Lender with interest thereon at the Default Rate from the date such cost was incurred by Lender until such cost is reimbursed by Borrower to Lender. (e) In connection with the Interest Rate Cap Agreement, Borrower shall obtain and deliver to Lender an opinion from counsel (which counsel may be in-house counsel for the Counterparty) for the Counterparty (upon which Lender and its successors and assigns may rely) which shall provide, in relevant part, that: (i) the Counterparty is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation and has the organizational power and authority to execute and deliver, and to perform its obligations under, the Interest Rate Cap 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 ; (ii) the reduction or withdrawal execution and delivery of the then current ratings of any outstanding Class of Certificates. The Interest Rate Cap Agreement shall not be part of any REMIC. The Cap Provider is the calculation agent under the Interest Rate Cap Agreement by the Counterparty, and shall calculate any other agreement which the Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been and remain duly authorized by all amounts pursuant to the Interest Rate Cap Agreement necessary action and notify the Securities Administrator do not contravene any provision of all such amounts.its certificate of incorporation or by-laws (or equivalent organizational documents) or any law, regulation or contractual restriction binding on or affecting it or its property; (biii) The Depositor hereby directs all consents, authorizations and approvals required for the Securities Administrator to execute, deliver execution and perform its obligations under delivery by the Interest Rate Cap Agreement on the Closing Date and thereafter on behalf Counterparty of the Holders of the Certificates. The Seller, the Depositor, the Servicer and the Holders of the Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the Interest Rate Cap Agreement and shall do so solely in its capacity as Securities Administrator as Supplemental Interest Trustee of the Supplemental Interest Trust and not in its individual capacity. (c) The Depositor hereby instructs the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Interest Rate Cap Agreement from the Cap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Cap Provider upon any failure of the Cap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Interest Rate Cap Agreement)., and any other agreement which the Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been obtained and remain in full force and effect, all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with any governmental authority or regulatory body is required for such execution, delivery or performance; and (div) The Securities Administrator shall deposit into the Supplemental Interest Trust Account any payments received from the Cap Provider under the Interest Rate Cap Agreement. The Securities Administrator shall distribute from , and any other agreement which the Supplemental Interest Trust Account any such amounts to Holders Counterparty has executed and delivered pursuant thereto, has been duly executed and delivered by the Counterparty and constitutes the legal, valid and binding obligation of the Certificates on each Distribution Date pursuant Counterparty, enforceable against the Counterparty in accordance with its terms, subject to Section 5.09applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Interest Rate Cap Agreement. (a) Prior to or contemporaneously with the Funding Date, the Designated Borrower shall enter into an Interest Rate Cap Agreement with a SOFR strike price equal to or less than the Strike Price. The Depositor hereby directs Interest Rate Cap Agreement (i) shall at all times be in a form and substance reasonably acceptable to Lender, (ii) shall at all times be with an Acceptable Counterparty, (iii) shall direct such Acceptable Counterparty to deposit directly into the Securities Administrator to execute and deliver on behalf Lockbox Account any amounts due Designated Borrower under such Interest Rate Cap Agreement so long as any portion of the Supplemental Debt exists; provided that the Debt shall be deemed to exist if the Properties are transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof, (iv) shall be for a period equal to the term of the Loan and (v) shall at all times have a notional amount equal to or greater than the principal balance of the Loan and shall at all times provide for a strike price not in excess of the then-current Strike Price. Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Interest Trust Rate Cap Agreement (the “Assignment of Interest Rate Cap Agreement”), all of its right, title and interest to receive any and all payments under the Interest Rate Cap Agreement, and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Lender and authorizes require that payments be deposited directly into the Securities Administrator to perform Lockbox Account) and shall notify the Acceptable Counterparty of such assignment. (b) Designated Borrower shall comply with all of its obligations as Cap Trustee thereunder on behalf of the Supplemental Interest Trust in accordance with under the terms and provisions of the Interest Rate Cap Agreement. The Depositor hereby authorizes and directs the Securities Administrator to ratify on behalf of the Supplemental Interest Trust, as the Supplemental Interest Trust’s own actions, the terms agreed to All amounts paid by the Depositor in relation to Acceptable Counterparty under the Interest Rate Cap AgreementAgreement to Designated Borrower or Lender shall be deposited immediately into the Lockbox Account or, during the continuance of an Event of Default, into such account as reflected in specified by Lender. Designated Borrower shall take all actions reasonably requested by Lxxxxx to enforce Lender’s rights under the Interest Rate Cap AgreementAgreement in the event of a default by the Acceptable Counterparty and shall not waive, and amend or otherwise modify any of its rights thereunder. (c) In the Securities Administrator hereby so ratifies event of any downgrade, withdrawal or qualification of the rating of the Acceptable Counterparty by any Rating Agency, Designated Borrower shall replace (or cause to be replaced) the Interest Rate Cap Agreement. The Cap Trustee shall have no responsibility for the contents of such Agreement with a Replacement Interest Rate Cap AgreementAgreement not later than ten (10) Business Days following receipt of notice from Lender of such downgrade, including, without limitation, withdrawal or qualification. (d) In the representations event that the Designated Borrower fails to purchase and warranties contained therein. Notwithstanding anything deliver to the contrary contained herein or in Lender the Interest Rate Cap Agreement, neither the Cap Trustee nor the Securities Administrator shall be required Agreement or fails to make any payments from its own funds to the Cap Provider. If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator determines that a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator shall amend maintain the Interest Rate Cap Agreement in accordance with its the terms and as requested in writing by a party to provisions of this Agreement, upon not less than three (3) Business Days’ prior written notice, Lender may purchase the Interest Rate Cap Agreement and the cost incurred by Lender in purchasing such Interest Rate Cap Agreement shall be paid by Borrower to cure Lender with interest thereon at the Default Rate from the date such cost was incurred by Lxxxxx until such cost is reimbursed by Bxxxxxxx to Lender. (e) In connection with the Interest Rate Cap Agreement, Borrower shall obtain and deliver to Lender within fifteen (15) Business Days following the date upon which any ambiguity Interest Rate Cap Agreement is required pursuant to this Section 2.2.7: (a) a resolution/consent, as applicable, of the Acceptable Counterparty authorizing the delivery of the Interest Rate Cap Agreement reasonably acceptable to Lender, and (b) an opinion from counsel (which counsel may be in-house counsel for the Acceptable Counterparty) for the Acceptable Counterparty (upon which Lxxxxx and its successors and assigns may rely) which shall provide, in relevant part, that: (i) the Acceptable Counterparty is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or correct or supplement any provision offormation and has the organizational power and authority to execute and deliver, and to perform its obligations under, the Interest Rate Cap 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 ; (ii) the reduction or withdrawal execution and delivery of the then current ratings of any outstanding Class of Certificates. The Interest Rate Cap Agreement shall not be part of any REMIC. The Cap Provider is the calculation agent under the Interest Rate Cap Agreement by the Acceptable Counterparty, and shall calculate any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been and remain duly authorized by all amounts pursuant to the Interest Rate Cap Agreement necessary action and notify the Securities Administrator do not contravene any provision of all such amounts.its certificate of incorporation or by-laws (or equivalent organizational documents) or any law, regulation or contractual restriction binding on or affecting it or its property; (biii) The Depositor hereby directs all consents, authorizations and approvals required for the Securities Administrator to execute, deliver execution and perform its obligations under delivery by the Interest Rate Cap Agreement on the Closing Date and thereafter on behalf Acceptable Counterparty of the Holders of the Certificates. The Seller, the Depositor, the Servicer and the Holders of the Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the Interest Rate Cap Agreement and shall do so solely in its capacity as Securities Administrator as Supplemental Interest Trustee of the Supplemental Interest Trust and not in its individual capacity. (c) The Depositor hereby instructs the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Interest Rate Cap Agreement from the Cap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Cap Provider upon any failure of the Cap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Interest Rate Cap Agreement)., and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been obtained and remain in full force and effect, all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with any governmental authority or regulatory body is required for such execution, delivery or performance; and (div) The Securities Administrator shall deposit into the Supplemental Interest Trust Account any payments received from the Cap Provider under the Interest Rate Cap Agreement. The Securities Administrator shall distribute from , and any other agreement which the Supplemental Interest Trust Account any such amounts to Holders Acceptable Counterparty has executed and delivered pursuant thereto, has been duly executed and delivered by the Acceptable Counterparty and constitutes the legal, valid and binding obligation of the Certificates on each Distribution Date pursuant Acceptable Counterparty, enforceable against the Acceptable Counterparty in accordance with its terms, subject to Section 5.09applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Interest Rate Cap Agreement. (a) Prior to or contemporaneously with the Closing Date, Borrower shall enter into an Interest Rate Cap Agreement with respect to Component A with a LIBOR strike price equal to the Strike Price. The Depositor hereby directs Interest Rate Cap Agreement (i) shall at all times be in a form and substance reasonably acceptable to Lender, (ii) shall at all times be with an Acceptable Counterparty, (iii) shall direct such Acceptable Counterparty to deposit directly into the Securities Administrator to execute and deliver on behalf Domestic Cash Management Account any amounts due Borrower under such Interest Rate Cap Agreement so long as any portion of the Supplemental Debt exists, provided that the Debt shall be deemed to exist if the Properties transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof, (iv) shall be for a period equal to the initial term of Component A and (v) shall at all times have a notional amount equal to or greater than the principal balance of Component A of the Loan and shall at all times provide for the applicable Strike Price. Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Interest Trust Rate Cap Agreement (the “Assignment of Interest Rate Cap Agreement”), all of its right, title and interest to receive any and all payments under the Interest Rate Cap Agreement, and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Lender and authorizes require that payments be deposited directly into the Securities Administrator to perform Cash Management Account) and shall notify the Acceptable Counterparty of such assignment. (b) Borrower shall comply with all of its obligations as Cap Trustee thereunder on behalf of the Supplemental Interest Trust in accordance with under the terms and provisions of the Interest Rate Cap Agreement. The Depositor hereby authorizes and directs the Securities Administrator to ratify on behalf of the Supplemental Interest Trust, as the Supplemental Interest Trust’s own actions, the terms agreed to All amounts paid by the Depositor in relation to Acceptable Counterparty under the Interest Rate Cap Agreement, as reflected in Agreement to Borrower or Lender shall be deposited immediately into the Domestic Cash Management Account. Borrower shall take all commercially reasonable actions requested by Lender to enforce Lender’s rights under the Interest Rate Cap AgreementAgreement in the event of a default by the Acceptable Counterparty and shall not waive, and amend or otherwise modify any of its rights thereunder without Lender’s prior written consent, not to be unreasonably withheld. (c) In the Securities Administrator hereby so ratifies event of any downgrade, withdrawal or qualification of the rating of the Acceptable Counterparty by any Approved Rating Agency such that it is no longer an Acceptable Counterparty, Borrower shall replace the Interest Rate Cap Agreement. The Cap Trustee shall have no responsibility for the contents of such Agreement with a Replacement Interest Rate Cap AgreementAgreement not later than ten (10) Business Days following receipt of notice from Lender of such downgrade, including, without limitation, withdrawal or qualification. (d) In the representations event that Borrower fails to purchase and warranties contained therein. Notwithstanding anything deliver to the contrary contained herein or in Lender the Interest Rate Cap Agreement, neither the Cap Trustee nor the Securities Administrator shall be required Agreement or fails to make any payments from its own funds to the Cap Provider. If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator determines that a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator shall amend maintain the Interest Rate Cap Agreement in accordance with its the terms and as requested in writing by a party to provisions of this Agreement, Lender may purchase the Interest Rate Cap Agreement and the out-of-pocket cost incurred by Lender in purchasing such Interest Rate Cap Agreement shall be paid by Borrower to cure any ambiguity Lender with interest thereon at the Default Rate from the date such cost was incurred by Lender until such cost is reimbursed by Borrower to Lender. (e) In connection with the Interest Rate Cap Agreement, Borrower shall obtain and deliver to Lender an opinion from counsel (which counsel may be in-house counsel for the Acceptable Counterparty) for the Acceptable Counterparty (upon which Lender and its successors and assigns may rely) in form and substance reasonably acceptable to Lender, which shall provide, in relevant part, that: (i) the Acceptable Counterparty is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or correct or supplement any provision offormation and has the organizational power and authority to execute and deliver, and to perform its obligations under, the Interest Rate Cap 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 ; (ii) the reduction or withdrawal execution and delivery of the then current ratings of any outstanding Class of Certificates. The Interest Rate Cap Agreement shall not be part of any REMIC. The Cap Provider is the calculation agent under the Interest Rate Cap Agreement by the Acceptable Counterparty, and shall calculate any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been and remain duly authorized by all amounts pursuant to the Interest Rate Cap Agreement necessary action and notify the Securities Administrator do not contravene any provision of all such amounts.its certificate of incorporation or by-laws (or equivalent organizational documents) or any law, regulation or contractual restriction binding on or affecting it or its property; (biii) The Depositor hereby directs all consents, authorizations and approvals required for the Securities Administrator to execute, deliver execution and perform its obligations under delivery by the Interest Rate Cap Agreement on the Closing Date and thereafter on behalf Acceptable Counterparty of the Holders of the Certificates. The Seller, the Depositor, the Servicer and the Holders of the Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the Interest Rate Cap Agreement and shall do so solely in its capacity as Securities Administrator as Supplemental Interest Trustee of the Supplemental Interest Trust and not in its individual capacity. (c) The Depositor hereby instructs the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Interest Rate Cap Agreement from the Cap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Cap Provider upon any failure of the Cap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Interest Rate Cap Agreement)., and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been obtained and remain in full force and effect, all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with any governmental authority or regulatory body is required for such execution, delivery or performance; and (div) The Securities Administrator shall deposit into the Supplemental Interest Trust Account any payments received from the Cap Provider under the Interest Rate Cap Agreement. The Securities Administrator shall distribute from , and any other agreement which the Supplemental Interest Trust Account any such amounts to Holders Acceptable Counterparty has executed and delivered pursuant thereto, has been duly executed and delivered by the Acceptable Counterparty and constitutes the legal, valid and binding obligation of the Certificates on each Distribution Date pursuant Acceptable Counterparty, enforceable against the Acceptable Counterparty in accordance with its terms, subject to Section 5.09applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Interest Rate Cap Agreement. (a) Prior to or contemporaneously with the Closing Date, Borrower shall enter into an Interest Rate Cap Agreement with a LIBOR strike price equal to the Strike Price. The Depositor hereby directs Interest Rate Cap Agreement (i) shall be in a form and substance reasonably acceptable to Lender, (ii) shall at all times be with an Acceptable Counterparty, (iii) shall direct such Acceptable Counterparty to deposit directly into the Securities Administrator to execute and deliver on behalf Cash Management Account any amounts due Borrower under such Interest Rate Cap Agreement so long as any portion of the Supplemental Debt exists, provided that the Debt shall be deemed to exist if the Properties are transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof, (iv) shall be for a period equal to or longer than the initial un-extended term of the Loan and (v) shall at all times have a notional amount equal to or greater than the principal balance of the Loan and shall at all times provide for the applicable Strike Price. Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Interest Trust Rate Cap Agreement (the “Assignment of Interest Rate Cap Agreement”), all of its right, title and interest to receive any and all payments under the Interest Rate Cap Agreement, and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Lender and require that payments be deposited directly into the Cash Management Account) and shall notify the Acceptable Counterparty of such assignment. (b) Borrower shall comply with all of its obligations under the terms and provisions of the Interest Rate Cap Agreement. All amounts paid by the Acceptable Counterparty under the Interest Rate Cap Agreement to Borrower or Lender shall be deposited immediately into the Cash Management Account or into such account as specified by Lender. Borrower shall take all actions reasonably requested by Lender to enforce Lender’s rights under the Interest Rate Cap Agreement in the event of a default by the Acceptable Counterparty and authorizes shall not waive, amend or otherwise modify any of its rights thereunder. (c) In the Securities Administrator event the counterparty to perform the Interest Rate Cap Agreement or Replacement Interest Rate Cap Agreement is no longer an Acceptable Counterparty, Borrower shall replace the Interest Rate Cap Agreement with a Replacement Interest Rate Cap Agreement with an Acceptable Counterparty not later than ten (10) Business Days following receipt of written notice from Lender of such downgrade, withdrawal or qualification; provided, however, such counterparty may maintain its obligations status as Cap Trustee thereunder an Acceptable Counterparty to the extent a guaranty acceptable to Lender is timely posted on behalf of the Supplemental Interest Trust such counterparty in accordance with the terms of the Assignment of Interest Rate Cap Agreement. The Depositor hereby authorizes . (d) In the event that Borrower fails to timely purchase and directs the Securities Administrator deliver to ratify on behalf of the Supplemental Interest Trust, as the Supplemental Interest Trust’s own actions, the terms agreed to by the Depositor in relation to Lender the Interest Rate Cap Agreement, as reflected in the Interest Rate Cap Agreement, and the Securities Administrator hereby so ratifies the Interest Rate Cap Agreement. The Cap Trustee shall have no responsibility for the contents of such Interest Rate Cap Agreement, including, without limitation, the representations and warranties contained therein. Notwithstanding anything Agreement or fails to the contrary contained herein or in the Interest Rate Cap Agreement, neither the Cap Trustee nor the Securities Administrator shall be required to make any payments from its own funds to the Cap Provider. If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator determines that a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator shall amend maintain the Interest Rate Cap Agreement in accordance with its the terms and as requested in writing provisions of this Agreement, Lender may, after providing the written notice to Borrower required by a party this Agreement or, if no such notice is required by this Agreement, written notice and ten (10) Business Days to so deliver or maintain the Interest Rate Cap Agreement in accordance with the terms and provisions of this Agreement, purchase the Interest Rate Cap Agreement and the cost actually incurred by Lender in purchasing such Interest Rate Cap Agreement shall be paid by Borrower to cure any ambiguity Lender within ten (10) Business Days after written demand with interest thereon at the Default Rate from the date such cost was incurred by Lender until such cost is reimbursed by Borrower to Lender. (e) In connection with the Interest Rate Cap Agreement, Borrower shall obtain and deliver to Lender, within ten (10) days after the date hereof, (i) a resolution/consent, as applicable, of the Acceptable Counterparty authorizing the delivery of the Interest Rate Cap Agreement acceptable to Lender, and (ii) an opinion from counsel (which counsel may be in-house counsel for the Acceptable Counterparty) for the Acceptable Counterparty (upon which Lender and its successors and assigns may rely) which shall provide, in relevant part, that: (A) the Acceptable Counterparty is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or correct or supplement any provision offormation and has the organizational power and authority to execute and deliver, and to perform its obligations under, the Interest Rate Cap 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 ; (B) the reduction or withdrawal execution and delivery of the then current ratings of any outstanding Class of Certificates. The Interest Rate Cap Agreement shall not be part of any REMIC. The Cap Provider is the calculation agent under the Interest Rate Cap Agreement by the Acceptable Counterparty, and shall calculate any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been and remain duly authorized by all amounts pursuant to the Interest Rate Cap Agreement necessary action and notify the Securities Administrator do not contravene any provision of all such amounts.its certificate of incorporation or by-laws (or equivalent organizational documents) or any law, regulation or contractual restriction binding on or affecting it or its property; (bC) The Depositor hereby directs all consents, authorizations and approvals required for the Securities Administrator to execute, deliver execution and perform its obligations under delivery by the Interest Rate Cap Agreement on the Closing Date and thereafter on behalf Acceptable Counterparty of the Holders of the Certificates. The Seller, the Depositor, the Servicer and the Holders of the Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the Interest Rate Cap Agreement and shall do so solely in its capacity as Securities Administrator as Supplemental Interest Trustee of the Supplemental Interest Trust and not in its individual capacity. (c) The Depositor hereby instructs the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Interest Rate Cap Agreement from the Cap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Cap Provider upon any failure of the Cap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Interest Rate Cap Agreement)., and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been obtained and remain in full force and effect, all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with any governmental authority or regulatory body is required for such execution, delivery or performance; and (dD) The Securities Administrator shall deposit into the Supplemental Interest Trust Account any payments received from the Cap Provider under the Interest Rate Cap Agreement. The Securities Administrator shall distribute from , and any other agreement which the Supplemental Interest Trust Account any such amounts to Holders Acceptable Counterparty has executed and delivered pursuant thereto, has been duly executed and delivered by the Acceptable Counterparty and constitutes the legal, valid and binding obligation of the Certificates on each Distribution Date pursuant Acceptable Counterparty, enforceable against the Acceptable Counterparty in accordance with its terms, subject to Section 5.09applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Interest Rate Cap Agreement. (a) Prior to or contemporaneously with the Closing Date, Borrower shall enter into an Interest Rate Cap Agreement with a LIBOR strike price equal to the Strike Price. The Depositor hereby directs Interest Rate Cap Agreement (i) shall at all times be in a form and substance reasonably acceptable to Lender, (ii) shall at all times be with an Acceptable Counterparty, (iii) shall direct such Acceptable Counterparty to deposit directly into the Securities Administrator to execute and deliver on behalf Cash Management Account any amounts due Borrower under such Interest Rate Cap Agreement so long as any portion of the Supplemental Debt exists, provided that the Debt shall be deemed to exist if the Properties are transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof, (iv) shall be for a period equal to the term of the Loan and (v) shall at all times have a notional amount equal to or greater than the principal balance of the Loan and shall at all times provide for the applicable Strike Price. Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Interest Trust Rate Cap Agreement (the “Assignment of Interest Rate Cap Agreement”), all of its right, title and interest to receive any and all payments under the Interest Rate Cap Agreement, and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Lender and authorizes require that payments be deposited directly into the Securities Administrator to perform Cash Management Account) and shall notify the Acceptable Counterparty of such assignment. (b) Borrower shall comply with all of its obligations as Cap Trustee thereunder on behalf of the Supplemental Interest Trust in accordance with under the terms and provisions of the Interest Rate Cap Agreement. The Depositor hereby authorizes and directs the Securities Administrator to ratify on behalf of the Supplemental Interest Trust, as the Supplemental Interest Trust’s own actions, the terms agreed to All amounts paid by the Depositor in relation to Acceptable Counterparty under the Interest Rate Cap Agreement, as reflected in Agreement to Borrower or Lender shall be directly deposited immediately into the Cash Management Account. Borrower shall take all actions reasonably requested by Lender to enforce Lender’s rights under the Interest Rate Cap AgreementAgreement in the event of a default by the Acceptable Counterparty and shall not waive, and amend or otherwise modify any of its rights thereunder. (c) In the Securities Administrator hereby so ratifies event of any downgrade, withdrawal or qualification of the rating of the Acceptable Counterparty by any Rating Agency, Borrower shall (i) replace the Interest Rate Cap Agreement. The Agreement with a Replacement Interest Rate Cap Trustee shall have no responsibility Agreement not later than the period of time provided for the contents of in such Interest Rate Cap Agreement following such downgrade, withdrawal or qualification (not to exceed ten (10) Business Days) or (ii) if provided in such Interest Rate Cap Agreement, includingin the case of such downgrade, without limitationwithdrawal or qualification of the Rating of such Acceptable Counterparty, cause the representations and warranties contained therein. Notwithstanding anything Acceptable Counterparty to the contrary contained herein or in deliver collateral to secure Borrower’s exposure under the Interest Rate Cap Agreement, neither the Cap Trustee nor the Securities Administrator shall be required Agreement in such amount and pursuant to make any payments from its own funds such terms as are acceptable to the Rating Agencies. (d) In the event that Borrower fails to purchase and deliver to Lender the Interest Rate Cap Provider. If based upon a notice from the valuation agent pursuant Agreement or fails to section 4(c) of the credit support annex, the Securities Administrator determines that a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator shall amend maintain the Interest Rate Cap Agreement in accordance with its the terms and provisions of this Agreement, Lender may purchase the Interest Rate Cap Agreement and the cost incurred by Lender in purchasing such Interest Rate Cap Agreement shall be paid by Borrower to Lender with interest thereon at the Default Rate from the date such cost was incurred by Lender until such cost is reimbursed by Borrower to Lender. (e) In connection with the Interest Rate Cap Agreement, Borrower shall obtain and deliver to Lender within 15 Business Days following the Closing or the first day of any applicable Extension Option, as requested applicable (i) a resolution/consent, as applicable, of the Acceptable Counterparty authorizing the delivery of the Interest Rate Cap Agreement acceptable to Lender, and (ii) an opinion from counsel (which counsel may be in-house counsel for the Acceptable Counterparty) for the Acceptable Counterparty (upon which Lender and its successors and assigns may rely) which shall provide, in writing relevant part, that: (i) the Acceptable Counterparty is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or formation and has the organizational power and authority to execute and deliver, and to perform its obligations under, the Interest Rate Cap Agreement; (ii) the execution and delivery of the Interest Rate Cap Agreement by the Acceptable Counterparty, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been and remain duly authorized by all necessary action and do not contravene any provision of its certificate of incorporation or by-laws (or equivalent organizational documents) or any law, regulation or contractual restriction binding on or affecting it or its property; (iii) all consents, authorizations and approvals required for the execution and delivery by the Acceptable Counterparty of the Interest Rate Cap Agreement, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been obtained and remain in full force and effect, all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with any governmental authority or regulatory body is required for such execution, delivery or performance; and (iv) the Interest Rate Cap Agreement, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, has been duly executed and delivered by the Acceptable Counterparty and constitutes the legal, valid and binding obligation of the Acceptable Counterparty, enforceable against the Acceptable Counterparty in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a party proceeding in equity or at law). (f) At such time as the Loan is repaid in full, all of Lender’s right, title and interest in and to the Interest Rate Cap Agreement shall terminate and Lender shall execute and deliver such documents as may be required to cure any ambiguity in or correct or supplement any provision of, the Interest Rate Cap 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 evidence Lender’s release of the then current ratings of any outstanding Class of Certificates. The Interest Rate Cap Agreement shall not be part of any REMIC. The Cap Provider is the calculation agent under the Interest Rate Cap Agreement and shall calculate all amounts pursuant to the Interest Rate Cap Agreement and notify the Securities Administrator of all such amounts. (b) The Depositor hereby directs the Securities Administrator to execute, deliver and perform its obligations under the Interest Rate Cap Agreement on the Closing Date and thereafter on behalf of the Holders of the Certificates. The Seller, the Depositor, the Servicer and the Holders of the Certificates by their acceptance Acceptable Counterparty of such Certificates acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the Interest Rate Cap Agreement and shall do so solely in its capacity as Securities Administrator as Supplemental Interest Trustee of the Supplemental Interest Trust and not in its individual capacityrelease. (c) The Depositor hereby instructs the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Interest Rate Cap Agreement from the Cap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Cap Provider upon any failure of the Cap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Interest Rate Cap Agreement). (d) The Securities Administrator shall deposit into the Supplemental Interest Trust Account any payments received from the Cap Provider under the Interest Rate Cap Agreement. The Securities Administrator shall distribute from the Supplemental Interest Trust Account any such amounts to Holders of the Certificates on each Distribution Date pursuant to Section 5.09.

Interest Rate Cap Agreement. (a) Prior to or contemporaneously with the Closing Date, Borrower shall enter into an Interest Rate Cap Agreement with a LIBOR strike price equal to the Strike Price. The Depositor hereby directs Interest Rate Cap Agreement (i) shall be in a form and substance reasonably acceptable to Lender, (ii) shall at all times be with an Acceptable Counterparty, (iii) shall, by its terms or via the Securities Administrator Collateral Assignment of Interest Rate Cap Agreement described below, direct such Acceptable Counterparty to execute and deliver on behalf deposit directly into the Cash Management Account any amounts due Borrower under such Interest Rate Cap Agreement so long as any portion of the Supplemental Debt exists, provided that the Debt shall be deemed to exist if any Property is transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof, (iv) shall be for a period through the end of the Interest Trust Period ending immediately following the Maturity Date and (v) shall at all times have a notional amount equal to or greater than the principal balance of the Loan and shall at all times provide for the applicable Strike Price. Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Interest Rate Cap Agreement (the “Collateral Assignment of Interest Rate Cap Agreement”), all of its right, title and interest to receive any and all payments under the Interest Rate Cap Agreement, and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Lender and authorizes require that payments be deposited directly into the Securities Administrator to perform Cash Management Account) and shall notify the Acceptable Counterparty of such assignment. (b) Borrower shall comply with all of its obligations as Cap Trustee thereunder on behalf of the Supplemental Interest Trust in accordance with under the terms and provisions of the Interest Rate Cap Agreement. The Depositor hereby authorizes and directs the Securities Administrator to ratify on behalf of the Supplemental Interest Trust, as the Supplemental Interest Trust’s own actions, the terms agreed to All amounts paid by the Depositor in relation to Acceptable Counterparty under the Interest Rate Cap Agreement, Agreement to Borrower shall be deposited immediately into the Cash Management Account or into such account as reflected in specified by Lender. Borrower shall take all actions reasonably requested by Lender to enforce Lender’s rights under the Interest Rate Cap AgreementAgreement in the event of a default by the Acceptable Counterparty and shall not waive, and amend or otherwise modify any of its rights thereunder. (c) In the Securities Administrator hereby so ratifies event of any downgrade, withdrawal or qualification of the rating of the Acceptable Counterparty by any Approved Rating Agency such that it ceases to qualify as an Acceptable Counterparty, unless the Counterparty shall have posted collateral on terms acceptable to each Approved Rating Agency, Borrower shall replace the Interest Rate Cap Agreement. The Cap Trustee shall have no responsibility for the contents of such Agreement with a Replacement Interest Rate Cap AgreementAgreement not later than ten (10) Business Days following receipt of notice from Lender of such downgrade, includingwithdrawal or qualification. In the event that the Counterparty is downgraded (i) below BBB+ by S&P or Fitch (or, without limitationif such counterparty was an Acceptable Counterparty based on its short-term rating by S&P or Fitch, below “A-2” by S&P or “F-2” by Fitch) or (ii) below “Baa1” by Xxxxx’x, a Replacement Interest Rate Cap Agreement shall be required regardless of the representations posting of collateral. (d) In the event that Borrower fails to purchase and warranties contained therein. Notwithstanding anything deliver to the contrary contained herein or in Lender the Interest Rate Cap Agreement, neither the Cap Trustee nor the Securities Administrator shall be required Agreement or fails to make any payments from its own funds to the Cap Provider. If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator determines that a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator shall amend maintain the Interest Rate Cap Agreement in accordance with its the terms and as requested in writing by a party to provisions of this Agreement, Lender may purchase the Interest Rate Cap Agreement and the cost incurred by Lender in purchasing such Interest Rate Cap Agreement shall be paid by Borrower to cure any ambiguity Lender with interest thereon at the Default Rate from the date such cost was incurred by Lender until such cost is reimbursed by Borrower to Lender. (e) In connection with the Interest Rate Cap Agreement, Borrower shall obtain and deliver to Lender an opinion from counsel (which counsel may be in-house counsel for the Acceptable Counterparty) for the Acceptable Counterparty (upon which Lender and its successors and assigns may rely) which shall provide, in relevant part, that (a “Counterparty Opinion”): (i) the Acceptable Counterparty is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or correct or supplement any provision offormation and has the organizational power and authority to execute and deliver, and to perform its obligations under, the Interest Rate Cap 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 ; (ii) the reduction or withdrawal execution and delivery of the then current ratings of any outstanding Class of Certificates. The Interest Rate Cap Agreement shall not be part of any REMIC. The Cap Provider is the calculation agent under the Interest Rate Cap Agreement by the Acceptable Counterparty, and shall calculate any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been and remain duly authorized by all amounts pursuant to the Interest Rate Cap Agreement necessary action and notify the Securities Administrator do not contravene any provision of all such amounts.its certificate of incorporation or by-laws (or equivalent organizational documents) or any law, regulation or contractual restriction binding on or affecting it or its property; (biii) The Depositor hereby directs all consents, authorizations and approvals required for the Securities Administrator to execute, deliver execution and perform its obligations under delivery by the Interest Rate Cap Agreement on the Closing Date and thereafter on behalf Acceptable Counterparty of the Holders of the Certificates. The Seller, the Depositor, the Servicer and the Holders of the Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the Interest Rate Cap Agreement and shall do so solely in its capacity as Securities Administrator as Supplemental Interest Trustee of the Supplemental Interest Trust and not in its individual capacity. (c) The Depositor hereby instructs the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Interest Rate Cap Agreement from the Cap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Cap Provider upon any failure of the Cap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Interest Rate Cap Agreement)., and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been obtained and remain in full force and effect, all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with any Governmental Authority is required for such execution, delivery or performance; and (div) The Securities Administrator shall deposit into the Supplemental Interest Trust Account any payments received from the Cap Provider under the Interest Rate Cap Agreement. The Securities Administrator shall distribute from , and any other agreement which the Supplemental Interest Trust Account any such amounts to Holders Acceptable Counterparty has executed and delivered pursuant thereto, has been duly executed and delivered by the Acceptable Counterparty and constitutes the legal, valid and binding obligation of the Certificates on each Distribution Date pursuant Acceptable Counterparty, enforceable against the Acceptable Counterparty in accordance with its terms, subject to Section 5.09applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Interest Rate Cap Agreement. 2.%2.%3.%4. Prior to or contemporaneously with the Closing Date, Borrower shall enter into an Interest Rate Cap Agreement with a LIBOR strike price equal to the Strike Price. The Interest Rate Cap Agreement (ai) The Depositor hereby directs shall at all times be in a form and substance reasonably acceptable to Lender, (ii) shall at all times be with an Acceptable Counterparty, (iii) shall direct such Acceptable Counterparty to deposit directly into the Securities Administrator to execute and deliver on behalf Cash Management Account any amounts due Borrower under such Interest Rate Cap Agreement so long as any portion of the Supplemental Debt exists, provided that the Debt shall be deemed to exist if the Property is transferred by judicial or non‑judicial foreclosure or deed-in-lieu thereof, (iv) shall be for a period equal to the term of the Loan and (v) shall at all times have a notional amount equal to or greater than the principal balance of the Loan and shall at all times provide for the applicable Strike Price. Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Interest Trust Rate Cap Agreement (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the “Assignment of Interest Rate Cap Agreement”), all of its right, title and interest to receive any and all payments under the Interest Rate Cap Agreement, and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Lender and authorizes require that payments be deposited directly into the Securities Administrator to perform Cash Management Account) and shall notify the Acceptable Counterparty of such assignment. (a) Borrower shall comply with all of its obligations as Cap Trustee thereunder on behalf of the Supplemental Interest Trust in accordance with under the terms and provisions of the Interest Rate Cap Agreement. The Depositor hereby authorizes and directs the Securities Administrator to ratify on behalf of the Supplemental Interest Trust, as the Supplemental Interest Trust’s own actions, the terms agreed to All amounts paid by the Depositor in relation to Acceptable Counterparty under the Interest Rate Cap AgreementAgreement to Borrower or Lender shall be deposited promptly (but, as reflected in the case of Borrower, in no event later than one (1) Business Day after receipt) into the Cash Management Account. Borrower shall take all actions reasonably requested by Lender to enforce Lender’s rights under the Interest Rate Cap AgreementAgreement in the event of a default by the Acceptable Counterparty and shall not waive, and amend or otherwise modify any of its rights thereunder. (b) In the Securities Administrator hereby so ratifies event of any downgrade, withdrawal or qualification of the rating of the Acceptable Counterparty by any Approved Rating Agency, Borrower shall replace the Interest Rate Cap Agreement. The Cap Trustee shall have no responsibility for the contents of such Agreement with a Replacement Interest Rate Cap AgreementAgreement not later than ten (10) Business Days following receipt of notice from Lender of such downgrade, including, without limitation, withdrawal or qualification. (c) In the representations event that Borrower fails to purchase and warranties contained therein. Notwithstanding anything deliver to the contrary contained herein or in Lender the Interest Rate Cap Agreement, neither the Cap Trustee nor the Securities Administrator shall be required Agreement or fails to make any payments from its own funds to the Cap Provider. If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator determines that a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator shall amend maintain the Interest Rate Cap Agreement in accordance with its the terms and as requested in writing by a party to provisions of this Agreement, Lender may purchase the Interest Rate Cap Agreement and the cost incurred by Lender in purchasing such Interest Rate Cap Agreement shall be paid by Borrower to cure any ambiguity Lender with interest thereon at the Default Rate from the date such cost was incurred by Lender until such cost is reimbursed by Borrower to Lender. (d) In connection with the Interest Rate Cap Agreement, Borrower shall obtain and deliver to Lender (a) a resolution/consent, as applicable, of the Acceptable Counterparty authorizing the delivery of the Interest Rate Cap Agreement acceptable to Lender, and (b) an opinion from counsel (which counsel may be in‑house counsel for the Acceptable Counterparty) for the Acceptable Counterparty (upon which Lender and its successors and assigns may rely) which shall provide, in relevant part, that: (i) the Acceptable Counterparty is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or correct or supplement any provision offormation and has the organizational power and authority to execute and deliver, and to perform its obligations under, the Interest Rate Cap 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 ; (ii) the reduction or withdrawal execution and delivery of the then current ratings of any outstanding Class of Certificates. The Interest Rate Cap Agreement shall not be part of any REMIC. The Cap Provider is the calculation agent under the Interest Rate Cap Agreement by the Acceptable Counterparty, and shall calculate any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been and remain duly authorized by all amounts pursuant to the Interest Rate Cap Agreement necessary action and notify the Securities Administrator do not contravene any provision of all such amounts.its certificate of incorporation or by‑laws (or equivalent organizational documents) or any law, regulation or contractual restriction binding on or affecting it or its property; (biii) The Depositor hereby directs all consents, authorizations and approvals required for the Securities Administrator to execute, deliver execution and perform its obligations under delivery by the Interest Rate Cap Agreement on the Closing Date and thereafter on behalf Acceptable Counterparty of the Holders of the Certificates. The Seller, the Depositor, the Servicer and the Holders of the Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the Interest Rate Cap Agreement and shall do so solely in its capacity as Securities Administrator as Supplemental Interest Trustee of the Supplemental Interest Trust and not in its individual capacity. (c) The Depositor hereby instructs the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Interest Rate Cap Agreement from the Cap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Cap Provider upon any failure of the Cap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Interest Rate Cap Agreement)., and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been obtained and remain in full force and effect, all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with any governmental authority or regulatory body is required for such execution, delivery or performance; and (div) The Securities Administrator shall deposit into the Supplemental Interest Trust Account any payments received from the Cap Provider under the Interest Rate Cap Agreement. The Securities Administrator shall distribute from , and any other agreement which the Supplemental Interest Trust Account any such amounts to Holders Acceptable Counterparty has executed and delivered pursuant thereto, has been duly executed and delivered by the Acceptable Counterparty and constitutes the legal, valid and binding obligation of the Certificates on each Distribution Date pursuant Acceptable Counterparty, enforceable against the Acceptable Counterparty in accordance with its terms, subject to Section 5.09applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Interest Rate Cap Agreement. (a) Prior to or contemporaneously with the Funding Date, the Designated Borrower shall enter into an Interest Rate Cap Agreement with a SOFR strike price equal to or less than the Strike Price. The Depositor hereby directs Interest Rate Cap Agreement (i) shall at all times be in a form and substance reasonably acceptable to Lender, (ii) shall at all times be with an Acceptable Counterparty, (iii) shall direct such Acceptable Counterparty to deposit directly into the Securities Administrator to execute and deliver on behalf Lockbox Account any amounts due Designated Borrower under such Interest Rate Cap Agreement so long as any portion of the Supplemental Debt exists; provided that the Debt shall be deemed to exist if the Properties are transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof, (iv) shall be for a period equal to the term of the Loan and (v) shall at all times have a notional amount equal to or greater than the principal balance of the Loan and shall at all times provide for a strike price not in excess of the then-current Strike Price. Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Interest Trust Rate Cap Agreement (the “Assignment of Interest Rate Cap Agreement”), all of its right, title and interest to receive any and all payments under the Interest Rate Cap Agreement, and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Lender and authorizes require that payments be deposited directly into the Securities Administrator to perform Lockbox Account) and shall notify the Acceptable Counterparty of such assignment. (b) Designated Borrower shall comply with all of its obligations as Cap Trustee thereunder on behalf of the Supplemental Interest Trust in accordance with under the terms and provisions of the Interest Rate Cap Agreement. The Depositor hereby authorizes and directs the Securities Administrator to ratify on behalf of the Supplemental Interest Trust, as the Supplemental Interest Trust’s own actions, the terms agreed to All amounts paid by the Depositor in relation to Acceptable Counterparty under the Interest Rate Cap AgreementAgreement to Designated Borrower or Lender shall be deposited immediately into the Lockbox Account or, during the continuance of an Event of Default, into such account as reflected in specified by Lender. Designated Borrower shall take all actions reasonably requested by Xxxxxx to enforce Lender’s rights under the Interest Rate Cap AgreementAgreement in the event of a default by the Acceptable Counterparty and shall not waive, and amend or otherwise modify any of its rights thereunder. (c) In the Securities Administrator hereby so ratifies event of any downgrade, withdrawal or qualification of the rating of the Acceptable Counterparty by any Rating Agency, Designated Borrower shall replace (or cause to be replaced) the Interest Rate Cap Agreement. The Cap Trustee shall have no responsibility for the contents of such Agreement with a Replacement Interest Rate Cap AgreementAgreement not later than ten (10) Business Days following receipt of notice from Lender of such downgrade, including, without limitation, withdrawal or qualification. (d) In the representations event that the Designated Borrower fails to purchase and warranties contained therein. Notwithstanding anything deliver to the contrary contained herein or in Lender the Interest Rate Cap Agreement, neither the Cap Trustee nor the Securities Administrator shall be required Agreement or fails to make any payments from its own funds to the Cap Provider. If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator determines that a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator shall amend maintain the Interest Rate Cap Agreement in accordance with its the terms and provisions of this Agreement, upon not less than three (3) Business Days’ prior written notice, Lender may purchase the Interest Rate Cap Agreement and the cost incurred by Lender in purchasing such Interest Rate Cap Agreement shall be paid by Borrower to Lender with interest thereon at the Default Rate from the date such cost was incurred by Xxxxxx until such cost is reimbursed by Xxxxxxxx to Lender. (e) In connection with the Interest Rate Cap Agreement, Borrower shall obtain and deliver to Lender within fifteen (15) Business Days following the date upon which any Interest Rate Cap Agreement is required pursuant to this Section 2.2.7: (a) a resolution/consent, as requested applicable, of the Acceptable Counterparty authorizing the delivery of the Interest Rate Cap Agreement reasonably acceptable to Lender, and (b) an opinion from counsel (which counsel may be in-house counsel for the Acceptable Counterparty) for the Acceptable Counterparty (upon which Xxxxxx and its successors and assigns may rely) which shall provide, in writing relevant part, that: (i) the Acceptable Counterparty is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or formation and has the organizational power and authority to execute and deliver, and to perform its obligations under, the Interest Rate Cap Agreement; (ii) the execution and delivery of the Interest Rate Cap Agreement by the Acceptable Counterparty, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been and remain duly authorized by all necessary action and do not contravene any provision of its certificate of incorporation or by-laws (or equivalent organizational documents) or any law, regulation or contractual restriction binding on or affecting it or its property; (iii) all consents, authorizations and approvals required for the execution and delivery by the Acceptable Counterparty of the Interest Rate Cap Agreement, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been obtained and remain in full force and effect, all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with any governmental authority or regulatory body is required for such execution, delivery or performance; and (iv) the Interest Rate Cap Agreement, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, has been duly executed and delivered by the Acceptable Counterparty and constitutes the legal, valid and binding obligation of the Acceptable Counterparty, enforceable against the Acceptable Counterparty in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a party proceeding in equity or at law). (f) Intentionally omitted; (g) Notwithstanding anything to the contrary contained in this Section 2.2.7 or elsewhere in this Agreement, in the event a Benchmark Transition Event and the related Benchmark Replacement Date have occurred (each, a “Rate Conversion”), then: (i) within thirty (30) days after such Rate Conversion, Designated Borrower shall either (A) enter into, make all payments under, and satisfy all conditions precedent to the effectiveness of, a Substitute Interest Rate Cap Agreement (and in connection therewith, but not prior to Designated Borrower taking all the actions described in this clause (i), Borrower shall have the right to terminate any then-existing Interest Rate Cap Agreement) or (B) cause the then-existing Interest Rate Cap Agreement to be modified in accordance with the last sentence of this Section 2.2.7(g); and (ii) following any Rate Conversion, in lieu of satisfying the condition described in Section 2.8(c) with respect to the Interest Rate Cap Agreement relating to cure any ambiguity in or correct or supplement any provision of, the Interest Rate Cap 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. The Interest Rate Cap Agreement Extension Term, Borrower shall not be part of any REMIC. The Cap Provider is the calculation agent under the Interest Rate Cap Agreement instead enter into, make all payments under, and shall calculate satisfy all amounts pursuant conditions precedent to the Interest Rate Cap Agreement and notify the Securities Administrator effectiveness of all such amounts. (b) The Depositor hereby directs the Securities Administrator to execute, deliver and perform its obligations under the a Substitute Interest Rate Cap Agreement on or prior to the Closing Date and thereafter on behalf of the Holders of the Certificates. The Seller, the Depositor, the Servicer and the Holders of the Certificates by their acceptance first day of such Certificates acknowledge Extension Term. (h) As used herein, “Substitute Interest Rate Cap Agreement” shall mean an interest rate cap agreement between an Acceptable Counterparty and agree that the Securities Administrator shall executeBorrower, deliver obtained by Borrower and perform its obligations under the collaterally assigned to Lender pursuant to an Assignment of Interest Rate Cap Agreement (or substantially similar collateral assignment) and shall do so solely in its capacity as Securities Administrator as Supplemental Interest Trustee contain each of the Supplemental Interest Trust and not in its individual capacity. (c) The Depositor hereby instructs the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Interest Rate Cap Agreement from the Cap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Cap Provider upon any failure of the Cap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Interest Rate Cap Agreement). (d) The Securities Administrator shall deposit into the Supplemental Interest Trust Account any payments received from the Cap Provider under the Interest Rate Cap Agreement. The Securities Administrator shall distribute from the Supplemental Interest Trust Account any such amounts to Holders of the Certificates on each Distribution Date pursuant to Section 5.09.following:

Interest Rate Cap Agreement. (a) Prior to or contemporaneously with the Closing Date, Borrower shall enter into an Interest Rate Cap Agreement with a LIBOR strike price equal to the Strike Price. The Depositor hereby directs Interest Rate Cap Agreement (i) shall be in a form and substance reasonably acceptable to Lender, (ii) shall be with an Acceptable Counterparty, (iii) shall direct such Acceptable Counterparty to deposit directly into the Securities Administrator to execute and deliver on behalf Mezzanine Cash Management Account any amounts due Borrower under such Interest Rate Cap Agreement so long as any portion of the Supplemental Debt exists, provided that the Debt shall be deemed to exist if the Collateral is transferred by secured party sale or otherwise, (iv) shall be for a period equal to the term of the Loan, and (v) shall have an initial notional amount equal to the original principal balance of the Loan. Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Interest Trust Rate Cap Agreement, all of its right, title and interest to receive any and all payments under the Interest Rate Cap Agreement, and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Lender and authorizes require that payments be deposited directly into the Securities Administrator to perform Mezzanine Cash Management Account). (b) Borrower shall comply with all of its obligations as Cap Trustee thereunder on behalf of the Supplemental Interest Trust in accordance with under the terms and provisions of the Interest Rate Cap Agreement. The Depositor hereby authorizes All amounts paid by the Counterparty under the Interest Rate Cap Agreement to Borrower or Lender shall be deposited immediately into the Mezzanine Cash Management Account or if the Mezzanine Cash Management Account is not then required to be in effect, into such account as specified by Lender. Borrower shall take all actions reasonably requested by Lender to enforce Lender’s rights under the Interest Rate Cap Agreement in the event of a default by the Counterparty and directs shall not waive, amend or otherwise modify any of its rights thereunder. (c) In the Securities Administrator event (i) Borrower exercises the Extension Option, or (ii) Lender notifies Borrower that the Counterparty no longer qualifies as an Acceptable Counterparty, Borrower shall replace (or supplement, as applicable), or shall cause the Counterparty to ratify replace or supplement, the Interest Rate Cap Agreement with a Replacement Interest Rate Cap Agreement with a LIBOR strike price equal to the Strike Price (x) which Replacement Interest Rate Cap Agreement shall extend the maturity date set forth in the Interest Rate Cap Agreement to the Fixed Maturity Date (with respect to the foregoing clause (i)) prior to or on behalf the commencement of the Supplemental Interest TrustExtension Term, or (y) not later than thirty (30) days following receipt of notice from Lender that the Counterparty no longer qualifies as the Supplemental Interest Trust’s own actions, the terms agreed to by the Depositor in relation an Acceptable Counterparty with respect to the foregoing clause (ii). With respect to each Replacement Interest Rate Cap Agreement, Borrower shall deliver to Lender a Collateral Assignment of Interest Rate Cap Agreement in a form comparable to the Collateral Assignment of Interest Rate Cap Agreement entered into by Borrower as reflected in of the date of this Agreement and that has been acknowledged by the Acceptable Counterparty providing the Replacement Interest Rate Cap Agreement. (d) In the event that Borrower fails to purchase and deliver to Lender the Interest Rate Cap Agreement, and the Securities Administrator hereby so ratifies the Interest Rate Cap Agreement. The Cap Trustee shall have no responsibility for the contents of such Interest Rate Cap Agreement, including, without limitation, the representations and warranties contained therein. Notwithstanding anything Agreement or fails to the contrary contained herein or in the Interest Rate Cap Agreement, neither the Cap Trustee nor the Securities Administrator shall be required to make any payments from its own funds to the Cap Provider. If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator determines that a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator shall amend maintain the Interest Rate Cap Agreement in accordance with its the terms and as requested in writing by a party to provisions of this Agreement, Lender may purchase the Interest Rate Cap Agreement and the cost incurred by Lender in purchasing such Interest Rate Cap Agreement shall be paid by Borrower to cure any ambiguity Lender with interest thereon at the Default Rate from the date such cost was incurred by Lender until such cost is reimbursed by Borrower to Lender. (e) In connection with the Interest Rate Cap Agreement, Borrower shall obtain and deliver to Lender an opinion from counsel (which counsel may be in-house counsel for the Counterparty) for the Counterparty (upon which Lender and its successors and assigns may rely) which shall provide, in or correct or supplement any provision ofrelevant part, that: (i) the Counterparty is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation and has the organizational power and authority to execute and deliver, and to perform its obligations under, the Interest Rate Cap 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 ; (ii) the reduction or withdrawal execution and delivery of the then current ratings of any outstanding Class of Certificates. The Interest Rate Cap Agreement shall not be part of any REMIC. The Cap Provider is the calculation agent under the Interest Rate Cap Agreement by the Counterparty, and shall calculate any other agreement which the Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been and remain duly authorized by all amounts pursuant to the Interest Rate Cap Agreement necessary action and notify the Securities Administrator do not contravene any provision of all such amounts.its certificate of incorporation or by-laws (or equivalent organizational documents) or any law, regulation or contractual restriction binding on or affecting it or its property; (biii) The Depositor hereby directs all consents, authorizations and approvals required for the Securities Administrator to execute, deliver execution and perform its obligations under delivery by the Interest Rate Cap Agreement on the Closing Date and thereafter on behalf Counterparty of the Holders of the Certificates. The Seller, the Depositor, the Servicer and the Holders of the Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the Interest Rate Cap Agreement and shall do so solely in its capacity as Securities Administrator as Supplemental Interest Trustee of the Supplemental Interest Trust and not in its individual capacity. (c) The Depositor hereby instructs the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Interest Rate Cap Agreement from the Cap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Cap Provider upon any failure of the Cap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Interest Rate Cap Agreement)., and any other agreement which the Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been obtained and remain in full force and effect, all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with any governmental authority or regulatory body is required for such execution, delivery or performance; and (div) The Securities Administrator shall deposit into the Supplemental Interest Trust Account any payments received from the Cap Provider under the Interest Rate Cap Agreement. The Securities Administrator shall distribute from , and any other agreement which the Supplemental Interest Trust Account any such amounts to Holders Counterparty has executed and delivered pursuant thereto, has been duly executed and delivered by the Counterparty and constitutes the legal, valid and binding obligation of the Certificates on each Distribution Date pursuant Counterparty, enforceable against the Counterparty in accordance with its terms, subject to Section 5.09applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Interest Rate Cap Agreement. (a) Prior to or contemporaneously with the Closing Date, Borrower shall enter into an Interest Rate Cap Agreement with a LIBOR strike price equal to the Strike Price. The Depositor hereby directs Interest Rate Cap Agreement (i) shall be in a form and substance reasonably acceptable to Lender, (ii) shall at all times be with an Acceptable Counterparty, (iii) shall, by its terms or via the Securities Administrator Collateral Assignment of Interest Rate Cap Agreement described below, direct such Acceptable Counterparty to execute and deliver on behalf deposit directly into the Cash Management Account any amounts due Borrower under such Interest Rate Cap Agreement so long as any portion of the Supplemental Debt exists, provided that the Debt shall be deemed to exist if any Property is transferred by judicial or non‑judicial foreclosure or deed-in-lieu thereof, (iv) shall be for a period through the end of the Interest Trust Period ending immediately following the Maturity Date and (v) shall at all times have a notional amount equal to or greater than the principal balance of the Loan and shall at all times provide for the applicable Strike Price. Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Interest Rate Cap Agreement (the “Collateral Assignment of Interest Rate Cap Agreement”), all of its right, title and interest to receive any and all payments under the Interest Rate Cap Agreement, and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Lender and authorizes require that payments be deposited directly into the Securities Administrator to perform Cash Management Account) and shall notify the Acceptable Counterparty of such assignment. (b) Borrower shall comply with all of its obligations as Cap Trustee thereunder on behalf of the Supplemental Interest Trust in accordance with under the terms and provisions of the Interest Rate Cap Agreement. The Depositor hereby authorizes and directs the Securities Administrator to ratify on behalf of the Supplemental Interest Trust, as the Supplemental Interest Trust’s own actions, the terms agreed to All amounts paid by the Depositor in relation to Acceptable Counterparty under the Interest Rate Cap Agreement, Agreement to Borrower shall be deposited immediately into the Cash Management Account or into such account as reflected in specified by Lender. Borrower shall take all actions reasonably requested by Lender to enforce Lender’s rights under the Interest Rate Cap AgreementAgreement in the event of a default by the Acceptable Counterparty and shall not waive, and amend or otherwise modify any of its rights thereunder. (c) In the Securities Administrator hereby so ratifies event of any downgrade, withdrawal or qualification of the rating of the Acceptable Counterparty by any Approved Rating Agency such that it ceases to qualify as an Acceptable Counterparty, unless the Counterparty shall have posted collateral on terms acceptable to each Approved Rating Agency, Borrower shall replace the Interest Rate Cap Agreement. The Cap Trustee shall have no responsibility for the contents of such Agreement with a Replacement Interest Rate Cap AgreementAgreement not later than ten (10) Business Days following receipt of notice from Lender of such downgrade, includingwithdrawal or qualification. In the event that the Counterparty is downgraded (i) below BBB+ by S&P (or, without limitationif such counterparty was an Acceptable Counterparty based on its short-term rating by S&P, below “A-2” by S&P) or (ii) below “Baa1” by Xxxxx’x, a Replacement Interest Rate Cap Agreement shall be required regardless of the representations posting of collateral. (d) In the event that Borrower fails to purchase and warranties contained therein. Notwithstanding anything deliver to the contrary contained herein or in Lender the Interest Rate Cap Agreement, neither the Cap Trustee nor the Securities Administrator shall be required Agreement or fails to make any payments from its own funds to the Cap Provider. If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator determines that a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator shall amend maintain the Interest Rate Cap Agreement in accordance with its the terms and as requested in writing by a party to provisions of this Agreement, Lender may purchase the Interest Rate Cap Agreement and the cost incurred by Lender in purchasing such Interest Rate Cap Agreement shall be paid by Borrower to cure any ambiguity Lender with interest thereon at the Default Rate from the date such cost was incurred by Lender until such cost is reimbursed by Borrower to Lender. (e) In connection with the Interest Rate Cap Agreement, Borrower shall obtain and deliver to Lender an opinion from counsel (which counsel may be in‑house counsel for the Acceptable Counterparty) for the Acceptable Counterparty (upon which Lender and its successors and assigns may rely) which shall provide, in relevant part, that (a “Counterparty Opinion”): (i) the Acceptable Counterparty is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or correct or supplement any provision offormation and has the organizational power and authority to execute and deliver, and to perform its obligations under, the Interest Rate Cap 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 ; (ii) the reduction or withdrawal execution and delivery of the then current ratings of any outstanding Class of Certificates. The Interest Rate Cap Agreement shall not be part of any REMIC. The Cap Provider is the calculation agent under the Interest Rate Cap Agreement by the Acceptable Counterparty, and shall calculate any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been and remain duly authorized by all amounts pursuant to the Interest Rate Cap Agreement necessary action and notify the Securities Administrator do not contravene any provision of all such amounts.its certificate of incorporation or by‑laws (or equivalent organizational documents) or any law, regulation or contractual restriction binding on or affecting it or its property; (biii) The Depositor hereby directs all consents, authorizations and approvals required for the Securities Administrator to execute, deliver execution and perform its obligations under delivery by the Interest Rate Cap Agreement on the Closing Date and thereafter on behalf Acceptable Counterparty of the Holders of the Certificates. The Seller, the Depositor, the Servicer and the Holders of the Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the Interest Rate Cap Agreement and shall do so solely in its capacity as Securities Administrator as Supplemental Interest Trustee of the Supplemental Interest Trust and not in its individual capacity. (c) The Depositor hereby instructs the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Interest Rate Cap Agreement from the Cap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Cap Provider upon any failure of the Cap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Interest Rate Cap Agreement)., and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been obtained and remain in full force and effect, all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with any Governmental Authority is required for such execution, delivery or performance; and (div) The Securities Administrator shall deposit into the Supplemental Interest Trust Account any payments received from the Cap Provider under the Interest Rate Cap Agreement. The Securities Administrator shall distribute from , and any other agreement which the Supplemental Interest Trust Account any such amounts to Holders Acceptable Counterparty has executed and delivered pursuant thereto, has been duly executed and delivered by the Acceptable Counterparty and constitutes the legal, valid and binding obligation of the Certificates on each Distribution Date pursuant Acceptable Counterparty, enforceable against the Acceptable Counterparty in accordance with its terms, subject to Section 5.09applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Interest Rate Cap Agreement. (a) Prior to or contemporaneously with the Closing Date, Borrower shall enter into an Interest Rate Cap Agreement with a LIBOR strike price equal to the Strike Price. The Depositor hereby directs Interest Rate Cap Agreement (i) shall be in a form and substance reasonably acceptable to Lender, (ii) shall at all times be with an Acceptable Counterparty, (iii) shall, by its terms or via the Securities Administrator Collateral Assignment of Interest Rate Cap Agreement described below, direct such Acceptable Counterparty to execute and deliver on behalf deposit directly into the Cash Management Account any amounts due Borrower under such Interest Rate Cap Agreement so long as any portion of the Supplemental Debt exists, provided that the Debt shall be deemed to exist if any Property is transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof, (iv) shall be for a period through the end of the Interest Trust Period ending immediately following the Maturity Date and (v) shall at all times have a notional amount equal to or greater than the principal balance of the Loan and shall at all times provide for the applicable Strike Price. Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Interest Rate Cap Agreement (the “Collateral Assignment of Interest Rate Cap Agreement”), all of its right, title and interest to receive any and all payments under the Interest Rate Cap Agreement, and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Lender and authorizes require that payments be deposited directly into the Securities Administrator to perform Cash Management Account) and shall notify the Acceptable Counterparty of such assignment. (b) Borrower shall comply with all of its obligations as Cap Trustee thereunder on behalf of the Supplemental Interest Trust in accordance with under the terms and provisions of the Interest Rate Cap Agreement. The Depositor hereby authorizes and directs the Securities Administrator to ratify on behalf of the Supplemental Interest Trust, as the Supplemental Interest Trust’s own actions, the terms agreed to All amounts paid by the Depositor in relation to Acceptable Counterparty under the Interest Rate Cap Agreement, Agreement to Borrower shall be deposited immediately into the Cash Management Account or into such account as reflected in specified by Lender. Borrower shall take all actions reasonably requested by Lender to enforce Lender’s rights under the Interest Rate Cap AgreementAgreement in the event of a default by the Acceptable Counterparty and shall not waive, and amend or otherwise modify any of its rights thereunder. (c) In the Securities Administrator hereby so ratifies event of any downgrade, withdrawal or qualification of the rating of the Acceptable Counterparty by any Approved Rating Agency such that it ceases to qualify as an Acceptable Counterparty, unless the Counterparty shall have posted collateral on terms acceptable to each Approved Rating Agency, Borrower shall replace the Interest Rate Cap Agreement. The Cap Trustee shall have no responsibility for the contents of such Agreement with a Replacement Interest Rate Cap AgreementAgreement not later than ten (10) Business Days following receipt of notice from Lender of such downgrade, includingwithdrawal or qualification. In the event that the Counterparty is downgraded (i) below BBB+ by S&P (or, without limitationif such counterparty was an Acceptable Counterparty based on its short-term rating by S&P, below “A-2” by S&P) or (ii) below “Baa1” by Xxxxx’x, a Replacement Interest Rate Cap Agreement shall be required regardless of the representations posting of collateral. (d) In the event that Borrower fails to purchase and warranties contained therein. Notwithstanding anything deliver to the contrary contained herein or in Lender the Interest Rate Cap Agreement, neither the Cap Trustee nor the Securities Administrator shall be required Agreement or fails to make any payments from its own funds to the Cap Provider. If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator determines that a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator shall amend maintain the Interest Rate Cap Agreement in accordance with its the terms and as requested in writing by a party to provisions of this Agreement, Lender may purchase the Interest Rate Cap Agreement and the cost incurred by Lender in purchasing such Interest Rate Cap Agreement shall be paid by Borrower to cure any ambiguity Lender with interest thereon at the Default Rate from the date such cost was incurred by Lender until such cost is reimbursed by Borrower to Lender. (e) In connection with the Interest Rate Cap Agreement, Borrower shall obtain and deliver to Lender an opinion from counsel (which counsel may be in-house counsel for the Acceptable Counterparty) for the Acceptable Counterparty (upon which Lender and its successors and assigns may rely) which shall provide, in relevant part, that (a “Counterparty Opinion”): (i) the Acceptable Counterparty is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or correct or supplement any provision offormation and has the organizational power and authority to execute and deliver, and to perform its obligations under, the Interest Rate Cap 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 ; (ii) the reduction or withdrawal execution and delivery of the then current ratings of any outstanding Class of Certificates. The Interest Rate Cap Agreement shall not be part of any REMIC. The Cap Provider is the calculation agent under the Interest Rate Cap Agreement by the Acceptable Counterparty, and shall calculate any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been and remain duly authorized by all amounts pursuant to the Interest Rate Cap Agreement necessary action and notify the Securities Administrator do not contravene any provision of all such amounts.its certificate of incorporation or by-laws (or equivalent organizational documents) or any law, regulation or contractual restriction binding on or affecting it or its property; (biii) The Depositor hereby directs all consents, authorizations and approvals required for the Securities Administrator to execute, deliver execution and perform its obligations under delivery by the Interest Rate Cap Agreement on the Closing Date and thereafter on behalf Acceptable Counterparty of the Holders of the Certificates. The Seller, the Depositor, the Servicer and the Holders of the Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the Interest Rate Cap Agreement and shall do so solely in its capacity as Securities Administrator as Supplemental Interest Trustee of the Supplemental Interest Trust and not in its individual capacity. (c) The Depositor hereby instructs the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Interest Rate Cap Agreement from the Cap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Cap Provider upon any failure of the Cap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Interest Rate Cap Agreement)., and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been obtained and remain in full force and effect, all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with any Governmental Authority is required for such execution, delivery or performance; and (div) The Securities Administrator shall deposit into the Supplemental Interest Trust Account any payments received from the Cap Provider under the Interest Rate Cap Agreement. The Securities Administrator shall distribute from , and any other agreement which the Supplemental Interest Trust Account any such amounts to Holders Acceptable Counterparty has executed and delivered pursuant thereto, has been duly executed and delivered by the Acceptable Counterparty and constitutes the legal, valid and binding obligation of the Certificates on each Distribution Date pursuant Acceptable Counterparty, enforceable against the Acceptable Counterparty in accordance with its terms, subject to Section 5.09applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Interest Rate Cap Agreement. (a) The Depositor hereby directs Prior to or contemporaneously with the Securities Administrator to execute and deliver on behalf date hereof, Borrowers shall have entered into one or more Interest Rate Cap Agreements for each of the Supplemental Interest Trust Components with a blended LIBOR strike price equal to the Strike Price. Each Interest Rate Cap Agreement (i) shall be in a form and authorizes substance reasonably acceptable to Lender, (ii) shall be with an Acceptable Counterparty, (iii) shall direct such Acceptable Counterparty to deposit directly into the Securities Administrator to perform its obligations Lockbox Account any amounts due Borrowers under such Interest Rate Cap Agreement so long as Cap Trustee thereunder on behalf any portion of the Supplemental Debt exists, provided that the Debt shall be deemed to exist even if one or more of the Properties or the IP is transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof, (iv) shall be for a period equal to the current term of the Loan, and (v) when aggregated with all other Interest Trust Rate Cap Agreements, shall have an initial notional amount equal to the Reduced Acquisition Loan Outstanding Principal Balance or the Construction Loan Outstanding Principal Balance, as applicable, as of the date hereof. Borrowers shall collaterally assign to Lender, pursuant to the Collateral Assignments of Interest Rate Caps, all of its right, title and interest to receive any and all payments under all Interest Rate Cap Agreements, and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreements (which shall, by their respective terms, authorize the assignment to Lender and require that payments be deposited directly into the Lockbox Account). (b) Borrowers shall comply with all of their obligations under the terms and provisions of each Interest Rate Cap Agreement. All amounts paid by the Counterparty under each Interest Rate Cap Agreement to Borrowers or Lender shall be deposited immediately into the Lockbox Account. Borrowers shall take all actions reasonably requested by Lender to enforce Lender’s rights under each Interest Rate Cap Agreement in the event of a default by the Counterparty and shall not waive, amend or otherwise modify any of its rights thereunder. (c) In the event of any downgrade of the rating of the Acceptable Counterparty below “AA-” by S&P or “Aa3” by Xxxxx’x, Borrowers shall replace the applicable Interest Rate Cap Agreement(s) with one or more Replacement Interest Rate Cap Agreements not later than ten (10) Business Days following receipt of notice from Lender of such downgrade. (d) In the event that Borrowers fail to purchase and deliver to Lender any Interest Rate Cap Agreement or fail to maintain each Interest Rate Cap Agreement in accordance with the terms and provisions of this Agreement, after ten (10) Business Days notice to Borrowers and Borrowers’ failure to cure, Lender may purchase the required Interest Rate Cap Agreement. The Depositor hereby authorizes Agreement(s) and directs the Securities Administrator actual out-of-pocket cost incurred by Lender in purchasing such Interest Rate Cap Agreement(s) shall be paid by Borrowers to ratify on behalf of Lender with interest thereon at the Supplemental Interest Trust, as Default Rate from the Supplemental Interest Trust’s own actions, the terms agreed date such cost was incurred by Lender until such actual out-of-pocket cost is reimbursed by Borrowers to by the Depositor in relation to the Lender. (e) In connection with each Interest Rate Cap Agreement, as reflected Borrowers shall obtain and deliver to Lender an opinion from counsel (which counsel may be in-house counsel for the Counterparty) for the Counterparty (upon which Lender and its successors and assigns may rely) which shall provide, in relevant part, that: (i) the Counterparty is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation and has the organizational power and authority to execute and deliver, and to perform its obligations under, such Interest Rate Cap Agreement; (ii) the execution and delivery of such Interest Rate Cap Agreement by the Counterparty, and any other agreement which the Counterparty has executed and delivered pursuant thereto, and the Securities Administrator hereby so ratifies the Interest Rate Cap Agreement. The Cap Trustee shall performance of its obligations thereunder have no responsibility been and remain duly authorized by all necessary action and do not contravene any provision of its certificate of incorporation or by-laws (or equivalent organizational documents) or any law, regulation or contractual restriction binding on or affecting it or its property; (iii) all consents, authorizations and approvals required for the contents execution and delivery by the Counterparty of such Interest Rate Cap Agreement, includingand any other agreement which the Counterparty has executed and delivered pursuant thereto, without limitationand the performance of its obligations thereunder have been obtained and remain in full force and effect, the representations all conditions thereof have been duly complied with, and warranties contained therein. Notwithstanding anything no other action by, and no notice to the contrary contained herein or in the filing with any governmental authority or regulatory body is required for such execution, delivery or performance; and (iv) such Interest Rate Cap Agreement, neither and any other agreement which the Cap Trustee nor Counterparty has executed and delivered pursuant thereto, has been duly executed and delivered by the Securities Administrator shall be required to make any payments from its own funds to Counterparty and constitutes the Cap Provider. If based upon a notice from the valuation agent pursuant to section 4(c) legal, valid and binding obligation of the credit support annexCounterparty, enforceable against the Securities Administrator determines that a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator shall amend the Interest Rate Cap Agreement Counterparty in accordance with its terms terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as requested to enforceability, to general principles of equity (regardless of whether enforcement is sought in writing by a party to proceeding in equity or at law). (f) At such time as the Loan is repaid in full, all of Lender’s right, title and interest in all Interest Rate Cap Agreement Agreements shall terminate and Lender shall, at Borrowers’ reasonable expense, promptly execute and deliver such documents as may be reasonably required and prepared by the Counterparty and/or Borrowers to cure any ambiguity in or correct or supplement any provision of, the evidence release of each Interest Rate Cap 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. The Interest Rate Cap Agreement shall not be part of any REMIC. The Cap Provider is the calculation agent under the Interest Rate Cap Agreement and shall calculate all amounts pursuant to the Interest Rate Cap Agreement and notify the Securities Administrator of all such amounts. (b) The Depositor hereby directs the Securities Administrator to execute, deliver and perform its obligations under the Interest Rate Cap Agreement on the Closing Date and thereafter on behalf of the Holders of the Certificates. The Seller, the Depositor, the Servicer and the Holders of the Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the Interest Rate Cap Agreement and shall do so solely in its capacity as Securities Administrator as Supplemental Interest Trustee of the Supplemental Interest Trust and not in its individual capacity. (c) The Depositor hereby instructs the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Interest Rate Cap Agreement from the Cap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Cap Provider upon any failure of the Cap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Interest Rate Cap Agreement). (d) The Securities Administrator shall deposit into the Supplemental Interest Trust Account any payments received from the Cap Provider under the Interest Rate Cap Agreement. The Securities Administrator shall distribute from the Supplemental Interest Trust Account any such amounts to Holders of the Certificates on each Distribution Date pursuant to Section 5.09.

Interest Rate Cap Agreement. (a) Prior to or contemporaneously with the Closing Date, Borrower shall enter into an Interest Rate Cap Agreement with a LIBOR strike price equal to the Strike Price. The Depositor hereby directs Interest Rate Cap Agreement (i) shall be in a form and substance reasonably acceptable to Lender, (ii) shall at all times be with an Acceptable Counterparty, (iii) shall direct such Acceptable Counterparty to deposit directly into the Securities Administrator to execute and deliver on behalf Cash Management Account any amounts due Borrower under such Interest Rate Cap Agreement so long as any portion of the Supplemental Debt exists, provided that the Debt shall be deemed to exist if any Property is transferred by judicial or non‑judicial foreclosure or deed-in-lieu thereof, (iv) shall be for a period through the end of the Interest Trust Period ending immediately following the Maturity Date and (v) shall at all times have a notional amount equal to or greater than the principal balance of the Loan and shall at all times provide for the applicable Strike Price. Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Interest Rate Cap Agreement (the “Collateral Assignment of Interest Rate Cap Agreement”), all of its right, title and interest to receive any and all payments under the Interest Rate Cap Agreement, and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Lender and authorizes require that payments be deposited directly into the Securities Administrator to perform Cash Management Account) and shall notify the Acceptable Counterparty of such assignment. (b) Borrower shall comply with all of its obligations as Cap Trustee thereunder on behalf of the Supplemental Interest Trust in accordance with under the terms and provisions of the Interest Rate Cap Agreement. The Depositor hereby authorizes and directs the Securities Administrator to ratify on behalf of the Supplemental Interest Trust, as the Supplemental Interest Trust’s own actions, the terms agreed to All amounts paid by the Depositor in relation to Acceptable Counterparty under the Interest Rate Cap Agreement, Agreement to Borrower shall be deposited immediately into the Cash Management Account or into such account as reflected in specified by Lender. Borrower shall take all actions reasonably requested by Lender to enforce Lender’s rights under the Interest Rate Cap AgreementAgreement in the event of a default by the Acceptable Counterparty and shall not waive, and amend or otherwise modify any of its rights thereunder. (c) In the Securities Administrator hereby so ratifies event of any downgrade, withdrawal or qualification of the rating of the Acceptable Counterparty by any Approved Rating Agency such that it ceases to qualify as an Acceptable Counterparty, unless the Counterparty shall have posted collateral on terms acceptable to each Approved Rating Agency, Borrower shall replace the Interest Rate Cap Agreement. The Cap Trustee shall have no responsibility for the contents of such Agreement with a Replacement Interest Rate Cap AgreementAgreement not later than ten (10) Business Days following receipt of notice from Lender of such downgrade, includingwithdrawal or qualification. In the event that the Counterparty is downgraded (i) below BBB+ by S&P or Fitch (or, without limitationif such counterparty was an Acceptable Counterparty based on its short-term rating by S&P or Fitch, below “A-2” by S&P or “F-2” by Fitch) or (ii) below “Baa1” by Mxxxx’x, a Replacement Interest Rate Cap Agreement shall be required regardless of the representations posting of collateral. (d) In the event that Borrower fails to purchase and warranties contained therein. Notwithstanding anything deliver to the contrary contained herein or in Lender the Interest Rate Cap Agreement, neither the Cap Trustee nor the Securities Administrator shall be required Agreement or fails to make any payments from its own funds to the Cap Provider. If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator determines that a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator shall amend maintain the Interest Rate Cap Agreement in accordance with its the terms and as requested in writing by a party to provisions of this Agreement, Lender may purchase the Interest Rate Cap Agreement and the cost incurred by Lender in purchasing such Interest Rate Cap Agreement shall be paid by Borrower to cure any ambiguity Lender with interest thereon at the Default Rate from the date such cost was incurred by Lender until such cost is reimbursed by Borrower to Lender. (e) In connection with the Interest Rate Cap Agreement, Borrower shall obtain and deliver to Lender (a) a resolution/consent, as applicable, of the Acceptable Counterparty authorizing the delivery of the Interest Rate Cap Agreement acceptable to Lender, and (b) an opinion from counsel (which counsel may be in‑house counsel for the Acceptable Counterparty) for the Acceptable Counterparty (upon which Lender and its successors and assigns may rely) which shall provide, in relevant part, that (a “Counterparty Opinion”): (i) the Acceptable Counterparty is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or correct or supplement any provision offormation and has the organizational power and authority to execute and deliver, and to perform its obligations under, the Interest Rate Cap 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 ; (ii) the reduction or withdrawal execution and delivery of the then current ratings of any outstanding Class of Certificates. The Interest Rate Cap Agreement shall not be part of any REMIC. The Cap Provider is the calculation agent under the Interest Rate Cap Agreement by the Acceptable Counterparty, and shall calculate any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been and remain duly authorized by all amounts pursuant to the Interest Rate Cap Agreement necessary action and notify the Securities Administrator do not contravene any provision of all such amounts.its certificate of incorporation or by‑laws (or equivalent organizational documents) or any law, regulation or contractual restriction binding on or affecting it or its property; (biii) The Depositor hereby directs all consents, authorizations and approvals required for the Securities Administrator to execute, deliver execution and perform its obligations under delivery by the Interest Rate Cap Agreement on the Closing Date and thereafter on behalf Acceptable Counterparty of the Holders of the Certificates. The Seller, the Depositor, the Servicer and the Holders of the Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the Interest Rate Cap Agreement and shall do so solely in its capacity as Securities Administrator as Supplemental Interest Trustee of the Supplemental Interest Trust and not in its individual capacity. (c) The Depositor hereby instructs the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Interest Rate Cap Agreement from the Cap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Cap Provider upon any failure of the Cap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Interest Rate Cap Agreement)., and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been obtained and remain in full force and effect, all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with any Governmental Authority is required for such execution, delivery or performance; and (div) The Securities Administrator shall deposit into the Supplemental Interest Trust Account any payments received from the Cap Provider under the Interest Rate Cap Agreement. The Securities Administrator shall distribute from , and any other agreement which the Supplemental Interest Trust Account any such amounts to Holders Acceptable Counterparty has executed and delivered pursuant thereto, has been duly executed and delivered by the Acceptable Counterparty and constitutes the legal, valid and binding obligation of the Certificates on each Distribution Date pursuant Acceptable Counterparty, enforceable against the Acceptable Counterparty in accordance with its terms, subject to Section 5.09applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Interest Rate Cap Agreement. (a) Prior to or contemporaneously with the Closing Date, Borrower shall enter into an Interest Rate Cap Agreement with a LIBOR strike price equal to the Strike Price. The Depositor hereby directs Interest Rate Cap Agreement (i) shall be in a form and substance reasonably acceptable to Lender, (ii) shall be with an Acceptable Counterparty, (iii) shall direct such Acceptable Counterparty to deposit directly into the Securities Administrator to execute and deliver on behalf Mezzanine Cash Management Account any amounts due Borrower under such Interest Rate Cap Agreement so long as any portion of the Supplemental Debt exists, provided that the Debt shall be deemed to exist if the Collateral is transferred by secured party sale or otherwise, (iv) shall be for a period equal to the term of the Loan and (v) shall have an initial notional amount equal to the principal balance of the Loan. Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Interest Trust Rate Cap Agreement, all of its right, title and interest to receive any and all payments under the Interest Rate Cap Agreement, and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Lender and authorizes require that payments be deposited directly into the Securities Administrator to perform Mezzanine Cash Management Account). (b) Borrower shall comply with all of its obligations as Cap Trustee thereunder on behalf of the Supplemental Interest Trust in accordance with under the terms and provisions of the Interest Rate Cap Agreement. The Depositor hereby authorizes All amounts paid by the Counterparty under the Interest Rate Cap Agreement to Borrower or Lender shall be deposited immediately into the Mezzanine Cash Management Account. Borrower shall take all actions reasonably requested by Lender to enforce Lender’s rights under the Interest Rate Cap Agreement in the event of a default by the Counterparty and directs shall not waive, amend or otherwise modify any of its rights thereunder. (c) In the Securities Administrator event (i) Borrower exercises the First Extension Option, the Second Extension Option or the Third Extension Option, or (ii) Lender notifies Borrower that the Counterparty no longer qualifies as an Acceptable Counterparty, Borrower shall replace, or shall cause the Counterparty to ratify replace, the Interest Rate Cap Agreement with a Replacement Interest Rate Cap Agreement with a LIBOR strike price equal to the applicable Strike Price (A) which Replacement Interest Rate Cap Agreement shall extend the maturity date set forth in the Interest Rate Cap Agreement to the Fixed Maturity Date (with respect to the foregoing clause (i)) prior to or on behalf the commencement date of the Supplemental Interest TrustFirst Extension Term, the Second Extension Term or the Third Extension Term, as the Supplemental Interest Trust’s own actionscase may be, the terms agreed to by the Depositor in relation or (B) as required due to the occurrence of any of the events listed in the foregoing clause (ii), not later than thirty (30) days following receipt of notice from Lender of such downgrade, withdrawal or qualification. With respect to each Replacement Interest Rate Cap Agreement, Borrower shall deliver to Lender a Collateral Assignment of Interest Rate Cap Agreement in a form comparable to the Collateral Assignment of Interest Rate Cap Agreement entered into by Borrower as reflected in of the date of this Agreement and that has been acknowledged by the Acceptable Counterparty providing the Replacement Interest Rate Cap Agreement. (d) In the event that Borrower fails to purchase and deliver to Lender the Interest Rate Cap Agreement, and the Securities Administrator hereby so ratifies the Interest Rate Cap Agreement. The Cap Trustee shall have no responsibility for the contents of such Interest Rate Cap Agreement, including, without limitation, the representations and warranties contained therein. Notwithstanding anything Agreement or fails to the contrary contained herein or in the Interest Rate Cap Agreement, neither the Cap Trustee nor the Securities Administrator shall be required to make any payments from its own funds to the Cap Provider. If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator determines that a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator shall amend maintain the Interest Rate Cap Agreement in accordance with its the terms and as requested in writing by a party provisions of this Agreement, after two (2) Business Days prior written notice to Borrower if the Interest Rate Cap Agreement is being replaced pursuant to cure any ambiguity Section 2.2.7(c)(ii), Lender may purchase the Interest Rate Cap Agreement and the cost incurred by Lender in or correct or supplement any provision ofpurchasing such Interest Rate Cap Agreement shall be paid by Borrower to Lender with interest thereon at the Default Rate from the date such cost was incurred by Lender until such cost is reimbursed by Borrower to Lender. (e) In connection with the Interest Rate Cap Agreement, Borrower shall obtain and deliver to Lender an opinion from counsel (which counsel may be in-house counsel for the Counterparty) for the Counterparty (upon which Lender and its successors and assigns may rely) which shall provide, in relevant part, that: (i) the Counterparty is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation and has the organizational power and authority to execute and deliver, and to perform its obligations under, the Interest Rate Cap 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 ; (ii) the reduction or withdrawal execution and delivery of the then current ratings of any outstanding Class of Certificates. The Interest Rate Cap Agreement shall not be part of any REMIC. The Cap Provider is the calculation agent under the Interest Rate Cap Agreement by the Counterparty, and shall calculate any other agreement which the Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been and remain duly authorized by all amounts pursuant to the Interest Rate Cap Agreement necessary action and notify the Securities Administrator do not contravene any provision of all such amounts.its certificate of incorporation or by-laws (or equivalent organizational documents) or any law, regulation or contractual restriction binding on or affecting it or its property; (biii) The Depositor hereby directs all consents, authorizations and approvals required for the Securities Administrator to execute, deliver execution and perform its obligations under delivery by the Interest Rate Cap Agreement on the Closing Date and thereafter on behalf Counterparty of the Holders of the Certificates. The Seller, the Depositor, the Servicer and the Holders of the Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the Interest Rate Cap Agreement and shall do so solely in its capacity as Securities Administrator as Supplemental Interest Trustee of the Supplemental Interest Trust and not in its individual capacity. (c) The Depositor hereby instructs the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Interest Rate Cap Agreement from the Cap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Cap Provider upon any failure of the Cap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Interest Rate Cap Agreement)., and any other agreement which the Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been obtained and remain in full force and effect, all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with any governmental authority or regulatory body is required for such execution, delivery or performance; and (div) The Securities Administrator shall deposit into the Supplemental Interest Trust Account any payments received from the Cap Provider under the Interest Rate Cap Agreement. The Securities Administrator shall distribute from , and any other agreement which the Supplemental Interest Trust Account any such amounts to Holders Counterparty has executed and delivered pursuant thereto, has been duly executed and delivered by the Counterparty and constitutes the legal, valid and binding obligation of the Certificates on each Distribution Date pursuant Counterparty, enforceable against the Counterparty in accordance with its terms, subject to Section 5.09applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Interest Rate Cap Agreement. (a) The Depositor hereby directs the Securities Administrator to execute and deliver on behalf Within ten days of the Supplemental Interest Trust the any request therefor by Lender, Borrower shall enter into an Interest Rate Cap Agreement and authorizes with a LIBOR strike price equal to the Securities Administrator Strike Price. Each applicable Interest Rate Cap Agreement shall (i) at all times be with an Acceptable Counterparty, (ii) by its terms or via the Collateral Assignment of Interest Rate Cap Agreement described below, direct such Acceptable Counterparty to perform its obligations deposit directly into the Cash Management Account any amounts due Borrower under such Interest Rate Cap Agreement so long as Cap Trustee thereunder on behalf any portion of the Supplemental Interest Trust in accordance with Debt exists, provided that the terms Debt shall be deemed to exist if any Property is transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof, (iii) be for a period through the end of the Interest Period ending immediately following the Maturity Date and (iv) at all times have a notional amount equal to or greater than the aggregate Component Outstanding Principal Balances of the Floating Rate Components and shall at all times provide for the applicable Strike Price. Borrower shall collaterally assign to Lender, pursuant to a Collateral Assignment of Interest Rate Cap Agreement dated as of the Closing Date and the date of funding of any Additional Loan (the “Collateral Assignment of Interest Rate Cap Agreement. The Depositor hereby authorizes ”), all of its right, title and directs the Securities Administrator interest to ratify on behalf of the Supplemental Interest Trust, as the Supplemental Interest Trust’s own actions, the terms agreed to by the Depositor in relation to the Interest Rate Cap Agreement, as reflected in the receive any and all payments under each applicable Interest Rate Cap Agreement, and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the Securities Administrator hereby so ratifies assignment to Lender and require that payments be deposited directly into the Cash Management Account) and shall notify the Acceptable Counterparty of such assignment. (b) Borrower shall comply with all of its obligations under the terms and provisions of each Interest Rate Cap Agreement. The All amounts paid by an Acceptable Counterparty under an Interest Rate Cap Trustee Agreement to Borrower shall be deposited immediately into the Cash Management Account or into such account as specified by Lender. Borrower shall take all actions reasonably requested by Lender to enforce Lender’s rights under each Interest Rate Cap Agreement in the event of a default by its Acceptable Counterparty and shall not waive, amend or otherwise modify any of its rights thereunder. (c) In the event of any downgrade, withdrawal or qualification of the rating of any Acceptable Counterparty by any Approved Rating Agency such that it ceases to qualify as an Acceptable Counterparty, unless such Counterparty shall have no responsibility posted collateral on terms acceptable to each Approved Rating Agency, Borrower shall replace each affected Interest Rate Cap Agreement with a Replacement Interest Rate Cap Agreement not later than ten (10) Business Days following receipt of notice from Lender of such downgrade, withdrawal or qualification. In the event that a Counterparty is downgraded (i) below BBB+ by S&P (or, if such counterparty was an Acceptable Counterparty based on its short-term rating by S&P, below “A-2” by S&P) or (ii) below “Baa1” by Xxxxx’x, a Replacement Interest Rate Cap Agreement shall be required regardless of the posting of collateral. (d) In the event that Borrower fails to purchase and deliver to Lender any Interest Rate Cap Agreement or fails to maintain any Interest Rate Cap Agreement in accordance with the terms and provisions of this Agreement, Lender may purchase an Interest Rate Cap Agreement and the cost incurred by Lender in purchasing such Interest Rate Cap Agreement shall be paid by Borrower to Lender with interest thereon at the Default Rate from the date such cost was incurred by Lender until such cost is reimbursed by Borrower to Lender. (e) In connection with each Interest Rate Cap Agreement, Borrower shall obtain and deliver to Lender an opinion from counsel (which counsel may be in-house counsel for the contents Acceptable Counterparty) for the Acceptable Counterparty party thereto (upon which Lender and its successors and assigns may rely) which shall provide, in relevant part, that (a “Counterparty Opinion”): (i) such Acceptable Counterparty is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or formation and has the organizational power and authority to execute and deliver, and to perform its obligations under, such Interest Rate Cap Agreement; (ii) the execution and delivery of such Interest Rate Cap Agreement by such Acceptable Counterparty, and any other agreement which such Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been and remain duly authorized by all necessary action and do not contravene any provision of its certificate of incorporation or by-laws (or equivalent organizational documents) or any law, regulation or contractual restriction binding on or affecting it or its property; (iii) all consents, authorizations and approvals required for the execution and delivery by such Acceptable Counterparty of such Interest Rate Cap Agreement, includingand any other agreement which such Acceptable Counterparty has executed and delivered pursuant thereto, without limitationand the performance of its obligations thereunder have been obtained and remain in full force and effect, the representations all conditions thereof have been duly complied with, and warranties contained therein. Notwithstanding anything no other action by, and no notice to the contrary contained herein or in the filing with any Governmental Authority is required for such execution, delivery or performance; and (iv) such Interest Rate Cap Agreement, neither and any other agreement which such Acceptable Counterparty has executed and delivered pursuant thereto, has been duly executed and delivered by such Acceptable Counterparty and constitutes the Cap Trustee nor the Securities Administrator shall be required to make any payments from its own funds to the Cap Provider. If based upon a notice from the valuation agent pursuant to section 4(c) legal, valid and binding obligation of the credit support annexsuch Acceptable Counterparty, the Securities Administrator determines that a delivery amount exists, then the Securities Administrator shall demand enforceable against such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator shall amend the Interest Rate Cap Agreement Acceptable Counterparty in accordance with its terms terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as requested to enforceability, to general principles of equity (regardless of whether enforcement is sought in writing by a party to the Interest Rate Cap Agreement to cure any ambiguity proceeding in equity or correct or supplement any provision of, the Interest Rate Cap 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. The Interest Rate Cap Agreement shall not be part of any REMIC. The Cap Provider is the calculation agent under the Interest Rate Cap Agreement and shall calculate all amounts pursuant to the Interest Rate Cap Agreement and notify the Securities Administrator of all such amounts. (b) The Depositor hereby directs the Securities Administrator to execute, deliver and perform its obligations under the Interest Rate Cap Agreement on the Closing Date and thereafter on behalf of the Holders of the Certificates. The Seller, the Depositor, the Servicer and the Holders of the Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the Interest Rate Cap Agreement and shall do so solely in its capacity as Securities Administrator as Supplemental Interest Trustee of the Supplemental Interest Trust and not in its individual capacity. (c) The Depositor hereby instructs the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Interest Rate Cap Agreement from the Cap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Cap Provider upon any failure of the Cap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Interest Rate Cap Agreementat law). (d) The Securities Administrator shall deposit into the Supplemental Interest Trust Account any payments received from the Cap Provider under the Interest Rate Cap Agreement. The Securities Administrator shall distribute from the Supplemental Interest Trust Account any such amounts to Holders of the Certificates on each Distribution Date pursuant to Section 5.09.

Interest Rate Cap Agreement. (a) Prior to or contemporaneously with the Closing Date, Borrower shall enter into an Interest Rate Cap Agreement with a LIBOR strike price equal to the Strike Price. The Depositor hereby directs Interest Rate Cap Agreement (i) shall be in a form and substance reasonably acceptable to Lender, (ii) shall be with an Acceptable Counterparty, (iii) shall direct such Acceptable Counterparty to deposit directly into the Securities Administrator to execute and deliver on behalf Cash Management Account any amounts due Borrower under such Interest Rate Cap Agreement so long as any portion of the Supplemental Debt exists, provided that the Debt shall be deemed to exist if the Property is transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof, (iv) shall be for a period equal to the term of the Loan, and (v) shall have an initial notional amount equal to the principal balance of the Loan. Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Interest Trust Rate Cap Agreement, all of its right, title and interest to receive any and all payments under the Interest Rate Cap Agreement, and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Lender and authorizes require that payments be deposited directly into the Securities Administrator to perform Cash Management Account). (b) Borrower shall comply with all of its obligations as Cap Trustee thereunder on behalf of the Supplemental Interest Trust in accordance with under the terms and provisions of the Interest Rate Cap Agreement. The Depositor hereby authorizes All amounts paid by the Counterparty under the Interest Rate Cap Agreement to Borrower or Lender shall be deposited immediately into the Cash Management Account. Borrower shall take all actions reasonably requested by Lender to enforce Lender’s rights under the Interest Rate Cap Agreement in the event of a default by the Counterparty and directs shall not waive, amend or otherwise modify any of its rights thereunder. (c) In the Securities Administrator event that (i) the Strike Price is modified pursuant to ratify on behalf clause (a) of the Supplemental definition of Strike Price, or (ii) Borrower exercises the First Extension Option, the Second Extension Option or the Third Extension Option, or (iii) Lender notifies Borrower that the Counterparty no longer qualifies as an Acceptable Counterparty, Borrower shall replace, or shall cause the Counterparty to replace, the Interest TrustRate Cap Agreement with a Replacement Interest Rate Cap Agreement with a LIBOR strike price equal to the applicable Strike Price, (A) which Replacement Interest Rate Cap Agreement shall modify the strike price under the Interest Rate Cap Agreement to the applicable Strike Price in effect on such date (with respect to foregoing clause (i)), (B) which Replacement Interest Rate Cap Agreement shall extend the maturity date set forth in the Interest Rate Cap Agreement to the Fixed Maturity Date (with respect to the foregoing clause (ii)) prior to or on the commencement date of the First Extension Term, the Second Extension Term or the Third Extension Term, as the Supplemental Interest Trust’s own actionscase may be, the terms agreed to by the Depositor in relation or (C) as required due to the occurrence of any of the events listed in the foregoing clause (iii), not later than thirty (30) days following receipt of notice from Lender of such downgrade, withdrawal or qualification. With respect to each Replacement Interest Rate Cap Agreement, Borrower shall deliver to Lender a Collateral Assignment of Interest Rate Cap Agreement in a form comparable to the Collateral Assignment of Interest Rate Cap Agreement entered into by Borrower as reflected in of the date of this Agreement and that has been acknowledged by the Acceptable Counterparty providing the Replacement Interest Rate Cap Agreement. (d) In the event that Borrower fails to purchase and deliver to Lender the Interest Rate Cap Agreement, and the Securities Administrator hereby so ratifies the Interest Rate Cap Agreement. The Cap Trustee shall have no responsibility for the contents of such Interest Rate Cap Agreement, including, without limitation, the representations and warranties contained therein. Notwithstanding anything Agreement or fails to the contrary contained herein or in the Interest Rate Cap Agreement, neither the Cap Trustee nor the Securities Administrator shall be required to make any payments from its own funds to the Cap Provider. If based upon a notice from the valuation agent pursuant to section 4(c) of the credit support annex, the Securities Administrator determines that a delivery amount exists, then the Securities Administrator shall demand such amount pursuant to section 3(a) of the credit support annex. The Securities Administrator shall amend maintain the Interest Rate Cap Agreement in accordance with its the terms and as requested in writing by a party provisions of this Agreement, after two (2) Business Days prior written notice to Borrower if the Interest Rate Cap Agreement is being replaced pursuant to cure any ambiguity Section 2.2.7(c)(iii) hereof, Lender may purchase the Interest Rate Cap Agreement and the cost incurred by Lender in or correct or supplement any provision ofpurchasing such Interest Rate Cap Agreement shall be paid by Borrower to Lender with interest thereon at the Default Rate from the date such cost was incurred by Lender until such cost is reimbursed by Borrower to Lender. (e) In connection with the Interest Rate Cap Agreement, Borrower shall obtain and deliver to Lender an opinion from counsel (which counsel may be in-house counsel for the Counterparty) for the Counterparty (upon which Lender and its successors and assigns may rely) which shall provide, in relevant part, that: (i) the Counterparty is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation and has the organizational power and authority to execute and deliver, and to perform its obligations under, the Interest Rate Cap 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 ; (ii) the reduction or withdrawal execution and delivery of the then current ratings of any outstanding Class of Certificates. The Interest Rate Cap Agreement shall not be part of any REMIC. The Cap Provider is the calculation agent under the Interest Rate Cap Agreement by the Counterparty, and shall calculate any other agreement which the Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been and remain duly authorized by all amounts pursuant to the Interest Rate Cap Agreement necessary action and notify the Securities Administrator do not contravene any provision of all such amounts.its certificate of incorporation or by-laws (or equivalent organizational documents) or any law, regulation or contractual restriction binding on or affecting it or its property; (biii) The Depositor hereby directs all consents, authorizations and approvals required for the Securities Administrator to execute, deliver execution and perform its obligations under delivery by the Interest Rate Cap Agreement on the Closing Date and thereafter on behalf Counterparty of the Holders of the Certificates. The Seller, the Depositor, the Servicer and the Holders of the Certificates by their acceptance of such Certificates acknowledge and agree that the Securities Administrator shall execute, deliver and perform its obligations under the Interest Rate Cap Agreement and shall do so solely in its capacity as Securities Administrator as Supplemental Interest Trustee of the Supplemental Interest Trust and not in its individual capacity. (c) The Depositor hereby instructs the Securities Administrator to make any and all demands for Eligible Collateral (as defined in the ISDA Master Agreement) under the Interest Rate Cap Agreement from the Cap Provider in satisfaction of the Delivery Amount (as defined in the ISDA Master Agreement) requirement. The Depositor hereby instructs the Securities Administrator to deliver notice to the Cap Provider upon any failure of the Cap Provider to transfer the Delivery Amount (as defined in the ISDA Master Agreement) pursuant to an Approved Credit Support Document (as defined in the Interest Rate Cap Agreement)., and any other agreement which the Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been obtained and remain in full force and effect, all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with any governmental authority or regulatory body is required for such execution, delivery or performance; and (div) The Securities Administrator shall deposit into the Supplemental Interest Trust Account any payments received from the Cap Provider under the Interest Rate Cap Agreement. The Securities Administrator shall distribute from , and any other agreement which the Supplemental Interest Trust Account any such amounts to Holders Counterparty has executed and delivered pursuant thereto, has been duly executed and delivered by the Counterparty and constitutes the legal, valid and binding obligation of the Certificates on each Distribution Date pursuant Counterparty, enforceable against the Counterparty in accordance with its terms, subject to Section 5.09applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).