Common use of Interest Rate Caps Clause in Contracts

Interest Rate Caps. (a) Either (i) to the extent required by the first sentence of Section 4.02(e)(7), to purchase, deliver to Agent and maintain the Initial Advance Interest Rate Cap or (ii) if the Initial Interest Rate Cap is not required to be purchased, to purchase, deliver to Agent and maintain an interest rate cap (a “Future Advance Interest Rate Cap”) if the LIBOR Rate equals or exceeds, at any time during the applicable six (6) month period (the “Period”) set forth on Schedule 2 hereto, the “trigger rate” for such period set forth on said Schedule 2, which Future Advance Interest Rate Cap shall be in form and substance reasonably acceptable to Agent, shall be with a counterparty reasonably acceptable to Agent, shall cap the LIBOR Rate at the applicable rate set forth on said Schedule 2, and shall have a term of the Period or the balance thereof remaining. At any time that Borrower shall be required to deliver to Agent a Future Advance Interest Rate Cap, Borrower shall also deliver to Agent (1) an Assignment of Interest Rate Cap with respect thereto, (2) a consent by the counterparty thereto to such Assignment of Interest Rate Cap and (3) an opinion, in form and substance, and from counsel, reasonably acceptable to Agent, as to the due authorization, execution and delivery by Borrower and enforceability of, and other customary matters with respect to, the Future Advance Interest Rate Cap and such Assignment of Interest Rate Cap (but not as to any matter with respect to such counterparty (other than the enforceability of such Future Advance Interest Rate Cap against such counterparty)). If Borrower purchases any other interest rate caps, any interest rate management contracts or any “hedge agreements”, Borrower shall make the deliveries referred to in clauses (1), (2) and (3) of the preceding sentence with respect thereto. Notwithstanding anything to the contrary in this Section 7.20, Borrower shall have the right, subject to Agent’s prior reasonable consent to increase the “trigger rates” set forth on said Schedule 2.

Interest Rate Caps. As a condition to the Initial Advance only, and only if Breakeven Leasing has not been achieved by the Requested Advance Date for the Initial Advance, Borrower shall have delivered to Agent an interest rate cap in form and substance acceptable to Agent (athe “Initial Advance Interest Rate Cap”) Either between Borrower and a counterparty acceptable to Agent which shall cap the LIBOR Rate for the Building Loan and Project Loan until the Maturity Date (without giving effect to any extensions under Section 3.19(a) hereof) at the rates, and for the corresponding periods set forth in, Schedule 2 hereto, together with (i) to the extent required by the first sentence a collateral assignment of Section 4.02(e)(7), to purchase, deliver to Agent and maintain the Initial Advance Interest Rate Cap or in the form of Exhibit M hereto (ii) if the Initial Interest Rate Cap is not required to be purchased, to purchase, deliver to Agent and maintain an interest rate cap (a “Future Advance Assignment of Interest Rate Cap”) if the LIBOR Rate equals or exceeds, at any time during the applicable six (6) month period (the “Period”) set forth on Schedule 2 hereto, the “trigger rate” for such period set forth on said Schedule 2, which Future Advance Interest Rate Cap shall be in form and substance reasonably acceptable to Agent, shall be with a counterparty reasonably acceptable to Agent, shall cap the LIBOR Rate at the applicable rate set forth on said Schedule 2, and shall have a term of the Period or the balance thereof remaining. At any time that Borrower shall be required to deliver to Agent a Future Advance Interest Rate Cap, Borrower shall also deliver to Agent (1) an Assignment of Interest Rate Cap with respect thereto), (2ii) a consent by the counterparty thereto to such Assignment of Interest Rate Cap collateral assignment and (3iii) an opinion, in form and substance, substance and from counsel, counsel reasonably acceptable to Agent, as to the due authorization, execution and delivery by Borrower and enforceability of, and other customary matters with respect to, the Future Initial Advance Interest Rate Cap and such the Assignment of Interest Rate Cap (Cap, but not in no event as to any matter matters with respect to such counterparty (other than the enforceability of such Future the Initial Advance Interest Rate Cap against such counterparty)). If Borrower purchases any other interest rate caps, any interest rate management contracts or any “hedge agreements”, Breakeven Leasing has been achieved by the Requested Advance Date with respect to the Initial Advance (and therefore Borrower shall make not have been required to deliver the deliveries referred to in clauses (1Initial Advance Interest Rate Cap), (2) and (3) of the preceding sentence with respect thereto. Notwithstanding anything to the contrary in this Section 7.20, Borrower shall have delivered to Agent the right, subject Future Advance Interest Rate Caps and other items as and to Agent’s prior reasonable consent the extent required by Section 7.20 hereof as of the Requested Advance Date as a condition to increase the “trigger rates” set forth on said Schedule 2.any subsequent Advance;

Interest Rate Caps. (a) Either (i) to The Borrower hereby covenants and agrees that in the extent required by the first sentence of Section 4.02(e)(7), to purchase, deliver to Agent and maintain the Initial Advance Interest Rate Cap or (ii) if the Initial Interest Rate Cap is not required to be purchased, to purchase, deliver to Agent and maintain an interest rate cap (a “Future Advance Interest Rate Cap”) if event the LIBOR Rate equals or exceeds, is greater than 5.00% at any time during time, it shall, within two Business Days, obtain and deliver to the applicable six Administrative/Collateral Agent one or more Interest Rate Caps from qualified Cap Providers in favor of the Administrative/Collateral Agent for the benefit of the Secured Parties having, singly or in the aggregate, an Aggregate Interest Rate Caps Notional Amount not less than the Required Interest Rate Caps Notional Amount, which (61) month period each shall have a notional principal amount equal to or greater than $5,000,000, (2) may provide for reductions of the “Period”) set forth Aggregate Interest Rate Caps Notional Amount on Schedule 2 hereto, the “trigger rate” each Distribution Date on an amortization schedule for such period set forth on said Schedule 2Aggregate Interest Rate Caps Notional Amount assuming a 0.0 ABS prepayment speed (or such other ABS prepayment speed as may be approved in writing by the Required Lenders and the Rating Agencies) and zero losses, which Future Advance and (3) shall have other terms and conditions and be represented by Cap Agreements otherwise acceptable to the Required Lenders and the Rating Agencies. The Borrower agrees that each Interest Rate Cap shall be in form provide for payments to the Administrative/Collateral Agent and substance reasonably acceptable to Agent, that such payments shall be with a counterparty reasonably acceptable to Agentdeposited into the Collection Account. (b) On any Servicer Report Date on which the Minimum Liquidity Amount Test has not been satisfied, shall cap the LIBOR Rate at the applicable rate set forth on said Schedule 2, and shall have a term of the Period or the balance thereof remaining. At any time that Borrower shall be required to deliver deposit an amount equal to the Cap Funding Reserve Account Requirement into the Cap Funding Reserve Account on such Servicer Report Date; provided, however, that if the Minimum Liquidity Amount Test is subsequently satisfied for any three consecutive Servicer Report Dates following the Servicer Report Date on which the Minimum Liquidity Amount Test failed to be satisfied, all funds then on deposit in the Cap Funding Reserve Account shall be released to the Borrower on the third such Servicer Report Date; provided further, that if the Cap Funding Reserve Account Requirement shall increase on any applicable Servicer Report Date as a result of an increase in the estimated cost of purchasing Interest Rate Caps from qualified Cap Providers, the Borrower shall be required to deposit an amount equal to such additional cost into the Cap Funding Reserve Account on such Servicer Report Date; provided further, that if the Cap Funding Reserve Account Requirement shall decrease on any applicable Servicer Report Date as a result of a decrease in the estimated cost of purchasing Interest Rate Caps from qualified Cap Providers, the excess of the amount on deposit in the Cap Funding Reserve Account over the adjusted Cap Funding Reserve Account Requirement shall be withdrawn from the Cap Funding Reserve Account and released to the Borrower on such Servicer Report Date. As specified in Section 11.6(a) above, in the event the LIBOR Rate is greater than 5.00% at any time, the Borrower may use the funds in the Cap Funding Reserve Account to purchase one or more Interest Rate Caps. If the Borrower defaults on its obligations under Section 11.6(a), the Administrative/Collateral Agent, at the direction of the Required Lenders, may use the funds in the Cap Funding Reserve Account to purchase the Interest Rate Caps; provided, however, that such action by the Administrative/Collateral Agent shall not release the Borrower from its obligations under this Section 11.6; provided further, that the Servicer shall provide the Administrative/Collateral Agent with all information necessary to purchase such Interest Rate Caps; provided further, that if the amount on deposit in the Cap Funding Reserve Account is insufficient to purchase any required Interest Rate Caps, the Borrower shall be responsible for any such shortfall; provided further, that if the Borrower defaults on its obligation with respect to such Cap Funding Reserve Account shortfall, the Administrative/Collateral Agent shall follow the instructions provided by the Required Lenders with respect to the satisfaction of any such shortfall or the purchase of any Interest Rate Caps. Funds retained in the Cap Funding Reserve Account following application as set forth above shall be invested at the direction of the Servicer in Permitted Investments with maturities not later than the next succeeding Business Day. Any earnings on such invested funds shall be deposited and held in the Cap Funding Reserve Account and applied in the same manner and priority as payments pursuant to the Interest Rate Caps. (c) In the event that any Cap Provider defaults in its obligation to make a payment to the Administrative/Collateral Agent under one or more Cap Agreements on any date on which payments are due pursuant to a Cap Agreement, the Administrative/Collateral Agent shall make a demand on such Cap Provider, or any guarantor, if applicable, demanding payment by 12:30 p.m., New York City time, on such date. The Administrative/Collateral Agent shall give notice to the Lenders and the Rating Agencies upon the continuing failure by any Cap Provider to perform its obligations during the two Business Days following a demand made by the Administrative/Collateral Agent on such Cap Provider, and shall take such action with respect to such continuing failure as may be directed by the Required Lenders. (d) In the event that any Cap Provider no longer maintains the ratings specified in the definition of “Cap Provider,” then within 30 days after receiving notice of such decline in the creditworthiness of such Cap Provider as determined by any Rating Agency, either (x) such Cap Provider, upon the receipt of the consent of the Required Lenders and with the prior written confirmation of each Rating Agency that such arrangement will not result in the reduction or withdrawal of the rating of the Notes, will enter into an arrangement the purpose of which shall be to assure performance by the Cap Provider of its obligations under the Interest Rate Cap; or (y) the Borrower shall at its option either (i) upon the receipt of the consent of the Required Lenders, and with the prior written confirmation of each Rating Agency that such arrangement will not result in the reduction or withdrawal of the rating of the Notes, cause such Cap Provider to pledge securities in the manner provided by applicable law which shall be held by the Administrative/Collateral Agent free and clear of the Lien of any third party, in a manner conferring on the Administrative/Collateral Agent a Future Advance perfected first Lien in such securities securing such Cap Provider’s performance of its obligations under the applicable Interest Rate Cap, Borrower shall also deliver to Agent (1ii) an Assignment of provided that a Replacement Interest Rate Cap with respect theretoor Qualified Substitute Arrangement meeting the requirements of Section 11.6(e) has been obtained, (2A) a consent by the counterparty thereto provide written notice to such Assignment Cap Provider (with a copy to the Administrative/Collateral Agent) of its intention to terminate the applicable Interest Rate Cap within such 30-day period and (3B) terminate the applicable Interest Rate Cap within such 30-day period, request the payment to it of all amounts due to the Administrative/Collateral Agent under the applicable Interest Rate Cap through the termination date and deposit any such amounts so received, on the day of receipt, to the Collection Account, or (iii) establish any other arrangement (including an opinionarrangement or arrangements in addition to or in substitution for any prior arrangement made in accordance with the provisions of this Section 11.6(d)) which (A) satisfy the Required Lenders and (B) are subject to the condition that each Rating Agency shall have confirmed in writing that such arrangement will not result in the reduction or withdrawal of the rating of the Notes (a “Qualified Substitute Arrangement”); provided, however, that in form the event at any time any alternative arrangement established pursuant to clause (x) or (y)(i) or (y)(iii) above shall cease to be satisfactory to the Required Lenders, then the provisions of this Section 11.6(d) shall again be applied and substancein connection therewith the 30-day period referred to above shall commence on the date the Borrower receives notice of such cessation or termination, and from counselas the case may be. (e) Unless an alternative arrangement pursuant to clause (x) or (y)(i) or (y)(iii) of Section 11.6(d) is being established, reasonably acceptable the Borrower shall use its best efforts to Agentobtain a Replacement Interest Rate Cap or Qualified Substitute Arrangement meeting the requirements of this Section 11.6(e) during the 30-day period referred to in Section 11.6(d). Neither the Borrower nor the Administrative/Collateral Agent shall terminate the Interest Rate Cap unless, prior to the expiration of the 30-day period referred to in said Section 11.6(d), the Borrower delivers to the Administrative/Collateral Agent (i) a Replacement Interest Rate Cap or Qualified Substitute Arrangement, (ii) to the extent applicable, an Opinion of Counsel as to the due authorization, execution and delivery by Borrower and validity and enforceability ofof such Replacement Interest Rate Cap or Qualified Substitute Arrangement, and other customary matters with respect toas the case may be, (iii) evidence that the Future Advance Required Lenders have consented to the termination of the Interest Rate Cap and its replacement with such Assignment of Replacement Interest Rate Cap or Qualified Substitute Arrangement and (but iv) a letter from each Rating Agency confirming that such termination and replacement will not as adversely affect its rating of the Notes. (f) The Servicer or the Borrower shall notify the Administrative/Collateral Agent within five Business Days after obtaining actual knowledge that the senior unsecured debt rating of the Cap Provider has been withdrawn or reduced by any Rating Agency. (g) Notwithstanding the foregoing, the Borrower may at any time obtain a Replacement Interest Rate Cap, provided that the Borrower delivers to any matter with respect the Administrative/Collateral Agent evidence of the receipt of the consent of the Required Lenders to such counterparty (other than the enforceability termination of such Future Advance the then-current Interest Rate Cap against and its replacement with such counterparty)). If Borrower purchases any other interest rate caps, any interest rate management contracts or any “hedge agreements”, Replacement Interest Rate Cap and a letter from each Rating Agency confirming that such termination and replacement will not adversely affect its rating of the Notes. (h) The Borrower shall make not agree to any amendment to any Interest Rate Cap unless (i) the deliveries referred to in clauses (1), (2) and (3) of the preceding sentence with respect thereto. Notwithstanding anything to the contrary in this Section 7.20, Borrower shall have received evidence of the rightconsent of the Required Lenders to such amendment to such Interest Rate Cap and (ii) it shall have received a letter from each Rating Agency confirming that such amendment will not adversely affect its rating of the Notes. (i) The Borrower shall notify each Rating Agency and the Lenders after obtaining actual knowledge of the transfer by the related Cap Provider of any Interest Rate Cap, or any interest or obligation thereunder. (j) The Administrative/Collateral Agent, with the consent of the Required Lenders, upon notification from the Borrower, shall sell all or a portion of the Interest Rate Caps subject to Agent’s prior reasonable consent to increase the “trigger rates” set forth on said Schedule 2.following conditions having been met:

Interest Rate Caps. (a) Either (i) to The Borrower hereby covenants and agrees that in the extent required by the first sentence of Section 4.02(e)(7), to purchase, deliver to Agent and maintain the Initial Advance Interest Rate Cap or (ii) if the Initial Interest Rate Cap is not required to be purchased, to purchase, deliver to Agent and maintain an interest rate cap (a “Future Advance Interest Rate Cap”) if event the LIBOR Rate equals or exceeds, is greater than [*] at any time during time, it shall, within two Business Days, obtain and deliver to the applicable six Administrative/Collateral Agent one or more Interest Rate Caps from qualified Cap Providers in favor of the Administrative/Collateral Agent for the benefit of the Secured Parties having, singly or in the aggregate, an Aggregate Interest Rate Caps Notional Amount not less than the Required Interest Rate Caps Notional Amount, which (61) month period each shall have a notional principal amount equal to or greater than $5,000,000, (2) may provide for reductions of the “Period”) set forth Aggregate Interest Rate Caps Notional Amount on Schedule 2 hereto, the “trigger rate” each Distribution Date on an amortization schedule for such period set forth on said Schedule 2Aggregate Interest Rate Caps Notional Amount assuming a 0.0 ABS prepayment speed (or such other ABS prepayment speed as may be approved in writing by the Required Lenders and the Rating Agencies) and zero losses, which Future Advance and (3) shall have other terms and conditions and be represented by Cap Agreements otherwise acceptable to the Required Lenders and the Rating Agencies. The Borrower agrees that each Interest Rate Cap shall be in form provide for payments to the Administrative/Collateral Agent and substance reasonably acceptable to Agent, that such payments shall be with a counterparty reasonably acceptable to Agentdeposited into the Collection Account. [**CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS DOCUMENT] (b) On any Servicer Report Date on which the Minimum Liquidity Amount Test has not been satisfied, shall cap the LIBOR Rate at the applicable rate set forth on said Schedule 2, and shall have a term of the Period or the balance thereof remaining. At any time that Borrower shall be required to deliver deposit an amount equal to the Cap Funding Reserve Account Requirement into the Cap Funding Reserve Account on such Servicer Report Date; provided, however, that if the Minimum Liquidity Amount Test is subsequently satisfied for any three consecutive Servicer Report Dates following the Servicer Report Date on which the Minimum Liquidity Amount Test failed to be satisfied, all funds then on deposit in the Cap Funding Reserve Account shall be released to the Borrower on the third such Servicer Report Date; provided further, that if the Cap Funding Reserve Account Requirement shall increase on any applicable Servicer Report Date as a result of an increase in the estimated cost of purchasing Interest Rate Caps from qualified Cap Providers, the Borrower shall be required to deposit an amount equal to such additional cost into the Cap Funding Reserve Account on such Servicer Report Date; provided further, that if the Cap Funding Reserve Account Requirement shall decrease on any applicable Servicer Report Date as a result of a decrease in the estimated cost of purchasing Interest Rate Caps from qualified Cap Providers, the excess of the amount on deposit in the Cap Funding Reserve Account over the adjusted Cap Funding Reserve Account Requirement shall be withdrawn from the Cap Funding Reserve Account and released to the Borrower on such Servicer Report Date. As specified in Section 11.6(a) above, in the event the LIBOR Rate is greater than [*] at any time, the Borrower may use the funds in the Cap Funding Reserve Account to purchase one or more Interest Rate Caps. If the Borrower defaults on its obligations under Section 11.6(a), the Administrative/Collateral Agent, at the direction of the Required Lenders, may use the funds in the Cap Funding Reserve Account to purchase the Interest Rate Caps; provided, however, that such action by the Administrative/Collateral Agent shall not release the Borrower from its obligations under this Section 11.6; provided further, that the Servicer shall provide the Administrative/Collateral Agent with all information necessary to purchase such Interest Rate Caps; provided further, that if the amount on deposit in the Cap Funding Reserve Account is insufficient to purchase any required Interest Rate Caps, the Borrower shall be responsible for any such shortfall; provided further, that if the Borrower defaults on its obligation with respect to such Cap Funding Reserve Account shortfall, the Administrative/Collateral Agent shall follow the instructions provided by the Required Lenders with respect to the satisfaction of any such shortfall or the purchase of any Interest Rate Caps. Funds retained in the Cap Funding Reserve Account following application as set forth above shall be invested at the direction of the Servicer in Permitted Investments with maturities not later than the next succeeding Business Day. Any earnings on such invested funds shall be deposited and held in the Cap Funding Reserve Account and applied in the same manner and priority as payments pursuant to the Interest Rate Caps. (c) In the event that any Cap Provider defaults in its obligation to make a payment to the Administrative/Collateral Agent under one or more Cap Agreements on any date on which payments are due pursuant to a Cap Agreement, the Administrative/Collateral Agent shall make a demand on such Cap Provider, or any guarantor, if applicable, demanding payment by 12:30 p.m., New York City time, on such date. The Administrative/Collateral Agent shall give notice to the Lenders and the Rating Agencies upon the continuing failure by any Cap Provider to perform its obligations during the two Business Days following a demand made by the Administrative/Collateral Agent on such Cap Provider, and shall take such action with respect to such continuing failure as may be directed by the Required Lenders. [**CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS DOCUMENT] (d) In the event that any Cap Provider no longer maintains the ratings specified in the definition of “Cap Provider,” then within 30 days after receiving notice of such decline in the creditworthiness of such Cap Provider as determined by any Rating Agency, either (x) such Cap Provider, upon the receipt of the consent of the Required Lenders and with the prior written confirmation of each Rating Agency that such arrangement will not result in the reduction or withdrawal of the rating of the Notes, will enter into an arrangement the purpose of which shall be to assure performance by the Cap Provider of its obligations under the Interest Rate Cap; or (y) the Borrower shall at its option either (i) upon the receipt of the consent of the Required Lenders, and with the prior written confirmation of each Rating Agency that such arrangement will not result in the reduction or withdrawal of the rating of the Notes, cause such Cap Provider to pledge securities in the manner provided by applicable law which shall be held by the Administrative/Collateral Agent free and clear of the Lien of any third party, in a manner conferring on the Administrative/Collateral Agent a Future Advance perfected first Lien in such securities securing such Cap Provider’s performance of its obligations under the applicable Interest Rate Cap, Borrower shall also deliver to Agent (1ii) an Assignment of provided that a Replacement Interest Rate Cap with respect theretoor Qualified Substitute Arrangement meeting the requirements of Section 11.6(e) has been obtained, (2A) a consent by the counterparty thereto provide written notice to such Assignment Cap Provider (with a copy to the Administrative/Collateral Agent) of its intention to terminate the applicable Interest Rate Cap within such 30-day period and (3B) terminate the applicable Interest Rate Cap within such 30-day period, request the payment to it of all amounts due to the Administrative/Collateral Agent under the applicable Interest Rate Cap through the termination date and deposit any such amounts so received, on the day of receipt, to the Collection Account, or (iii) establish any other arrangement (including an opinionarrangement or arrangements in addition to or in substitution for any prior arrangement made in accordance with the provisions of this Section 11.6(d)) which (A) satisfy the Required Lenders and (B) are subject to the condition that each Rating Agency shall have confirmed in writing that such arrangement will not result in the reduction or withdrawal of the rating of the Notes (a “Qualified Substitute Arrangement”); provided, however, that in form the event at any time any alternative arrangement established pursuant to clause (x) or (y)(i) or (y)(iii) above shall cease to be satisfactory to the Required Lenders, then the provisions of this Section 11.6(d) shall again be applied and substancein connection therewith the 30-day period referred to above shall commence on the date the Borrower receives notice of such cessation or termination, and from counselas the case may be. (e) Unless an alternative arrangement pursuant to clause (x) or (y)(i) or (y)(iii) of Section 11.6(d) is being established, reasonably acceptable the Borrower shall use its best efforts to Agentobtain a Replacement Interest Rate Cap or Qualified Substitute Arrangement meeting the requirements of this Section 11.6(e) during the 30-day period referred to in Section 11.6(d). Neither the Borrower nor the Administrative/Collateral Agent shall terminate the Interest Rate Cap unless, prior to the expiration of the 30-day period referred to in said Section 11.6(d), the Borrower delivers to the Administrative/Collateral Agent (i) a Replacement Interest Rate Cap or Qualified Substitute Arrangement, (ii) to the extent applicable, an Opinion of Counsel as to the due authorization, execution and delivery by Borrower and validity and enforceability ofof such Replacement Interest Rate Cap or Qualified Substitute Arrangement, and other customary matters with respect toas the case may be, (iii) evidence that the Future Advance Required Lenders have consented to the termination of the Interest Rate Cap and its replacement with such Assignment of Replacement Interest Rate Cap or Qualified Substitute Arrangement and (but iv) a letter from each Rating Agency confirming that such termination and replacement will not as adversely affect its rating of the Notes. (f) The Servicer or the Borrower shall notify the Administrative/Collateral Agent within five Business Days after obtaining actual knowledge that the senior unsecured debt rating of the Cap Provider has been withdrawn or reduced by any Rating Agency. [**CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS DOCUMENT] (g) Notwithstanding the foregoing, the Borrower may at any time obtain a Replacement Interest Rate Cap, provided that the Borrower delivers to any matter with respect the Administrative/Collateral Agent evidence of the receipt of the consent of the Required Lenders to such counterparty (other than the enforceability termination of such Future Advance the then-current Interest Rate Cap against and its replacement with such counterparty)). If Borrower purchases any other interest rate caps, any interest rate management contracts or any “hedge agreements”, Replacement Interest Rate Cap and a letter from each Rating Agency confirming that such termination and replacement will not adversely affect its rating of the Notes. (h) The Borrower shall make not agree to any amendment to any Interest Rate Cap unless (i) the deliveries referred to in clauses (1), (2) and (3) of the preceding sentence with respect thereto. Notwithstanding anything to the contrary in this Section 7.20, Borrower shall have received evidence of the rightconsent of the Required Lenders to such amendment to such Interest Rate Cap and (ii) it shall have received a letter from each Rating Agency confirming that such amendment will not adversely affect its rating of the Notes. (i) The Borrower shall notify each Rating Agency and the Lenders after obtaining actual knowledge of the transfer by the related Cap Provider of any Interest Rate Cap, or any interest or obligation thereunder. (j) The Administrative/Collateral Agent, with the consent of the Required Lenders, upon notification from the Borrower, shall sell all or a portion of the Interest Rate Caps subject to Agent’s prior reasonable consent to increase the “trigger rates” set forth on said Schedule 2.following conditions having been met:

Interest Rate Caps. (a) Either (i) The Borrower hereby covenants and agrees that in the event the one-month LIBOR Rate is greater than *** at any Determination Date, it shall, within two Business Days, obtain and deliver to the extent required by Collateral Agent one or more Interest Rate Caps from qualified Cap Providers in favor of the first sentence Collateral Agent for the benefit of Section 4.02(e)(7)the Secured Parties having, to purchasesingly or in the aggregate, deliver to Agent and maintain an Aggregate Interest Rate Caps Notional Amount not less than the Initial Advance Required Interest Rate Caps Notional Amount, provided that each Interest Rate Cap (1) shall have an initial notional principal amount equal to or greater than $1,000,000, (ii2) if may provide for reductions of the Initial Aggregate Interest Rate Cap is not required to be purchased, to purchase, deliver to Agent and maintain Caps Notional Amount on each Distribution Date on an interest rate cap (a “Future Advance amortization schedule for such Aggregate Interest Rate Cap”Caps Notional Amount assuming zero losses and (x) if a 0.5 ABS prepayment speed until the LIBOR Rate equals or exceedspool factor reaches 10% and (y) a 0.0 ABS prepayment speed thereafter, at any time during and (3) shall have other terms and conditions and be represented by Cap Agreements otherwise acceptable to the applicable six (6) month period (Required Lenders and the “Period”) set forth on Schedule 2 hereto, the “trigger rate” for such period set forth on said Schedule 2, which Future Advance Rating Agencies. The Borrower agrees that each Interest Rate Cap shall be in form and substance reasonably acceptable to Agent, provide that payments by the Cap Provider shall be with a counterparty reasonably acceptable made to Agentthe Collateral Agent and that such payments shall be deposited into the Collection Account. On any Determination Date on which the Minimum Liquidity Amount Test has not been satisfied, shall cap the LIBOR Rate at the applicable rate set forth on said Schedule 2, and shall have a term of the Period or the balance thereof remaining. At any time that Borrower shall be required to deliver deposit an amount equal to the Cap Funding Reserve Account Requirement into the Cap Funding Reserve Account on the related Date; provided, however, that if the Minimum Liquidity Amount Test is subsequently satisfied on any Determination Date following the Determination Date on which the Minimum Liquidity Amount Test failed to be satisfied, all funds then on deposit in the Cap Funding Reserve Account shall be released to the Borrower on such Determination Date; provided further, that if the Cap Funding Reserve Account Requirement shall increase on any applicable Determination Date as a result of an increase in the estimated cost of purchasing Interest Rate Caps from qualified Cap Providers, the Borrower shall be required to deposit an amount equal to such additional cost into the Cap Funding Reserve Account on the related Distribution Date; provided further, that if the Cap Funding Reserve Account Requirement shall decrease on any applicable Determination Date as a result of a decrease in the estimated cost of purchasing Interest Rate Caps from qualified Cap Providers, the excess of the amount on deposit in the Cap Funding Reserve Account over the adjusted Cap Funding Reserve Account Requirement shall be withdrawn from the Cap Funding Reserve Account and released to the Borrower on such Determination Date. As specified in Section 11.6(a) above, in the event the one-month LIBOR Rate is greater than 6.00% at any Determination Date, the Borrower may use the funds in the Cap Funding Reserve Account to purchase one or more Interest Rate Caps. If the Borrower defaults on its obligations under Section 11.6(a), the Administrative Agent, at the direction of the Required Lenders, may use the funds in the Cap Funding Reserve Account to purchase the Interest Rate Caps; provided, however, that such action by the Administrative Agent shall not release the Borrower from its obligations under this Section 11.6; provided further, that the Servicer shall provide the Administrative Agent with all information necessary to purchase such Interest Rate Caps; provided further, that if the amount on deposit in the Cap Funding Reserve Account is insufficient to purchase any required Interest Rate Caps, the Borrower shall be responsible for any such shortfall; provided further, that if the Borrower defaults on its obligation with respect to such Cap Funding Reserve Account shortfall, the Administrative Agent shall follow the instructions provided by the Required Lenders with respect to the satisfaction of any such shortfall or the purchase of any Interest Rate Caps. Funds retained in the Cap Funding Reserve Account following application as set forth above shall be invested at the direction of the Servicer in Permitted Investments with maturities not later than the next succeeding Business Day. Any earnings on such invested funds shall be applied pursuant to Section 9.1. In the event that any Cap Provider no longer maintains the ratings specified in the definition of “Cap Provider,” then within 30 days after receiving notice of such decline in the creditworthiness of such Cap Provider as determined by any Rating Agency, either (x) such Cap Provider, upon the receipt of the consent of the Required Lenders, will enter into an arrangement the purpose of which shall be to assure performance by the Cap Provider of its obligations under the Interest Rate Cap; or (y) the Borrower shall at its option either (i) upon the receipt of the consent of the Required Lenders, cause such Cap Provider to pledge securities in the manner provided by applicable law which shall be held by the Collateral Agent free and clear of the Lien of any third party, in a manner conferring on the Collateral Agent a Future Advance perfected first Lien in such securities securing such Cap Provider’s performance of its obligations under the applicable Interest Rate Cap, Borrower shall also deliver to Agent (1ii) an Assignment of provided that a Replacement Interest Rate Cap with respect theretoor Qualified Substitute Arrangement meeting the requirements of Section 11.6(e) has been obtained, (2A) a consent by the counterparty thereto provide written notice to such Assignment Cap Provider (with a copy to the Administrative Agent and the Collateral Agent) of its intention to terminate the applicable Interest Rate Cap within such 30-day period and (3B) terminate the applicable Interest Rate Cap within such 30-day period, request the payment to it of all amounts due to the Collateral Agent under the applicable Interest Rate Cap through the termination date and deposit any such amounts so received, on the day of receipt, to the Collection Account, or (iii) establish any other arrangement (including an opinionarrangement or arrangements in addition to or in substitution for any prior arrangement made in accordance with the provisions of this Section 11.6(d)) which are reasonably satisfactory to the Required Lenders (a “Qualified Substitute Arrangement”); provided, however, that in form the event at any time any alternative arrangement established pursuant to clause (x) or (y)(i) or (y)(iii) above shall cease to be satisfactory to the Required Lenders, then the provisions of this Section 11.6(d) shall again be applied and substancein connection therewith the 30-day period referred to above shall commence on the date the Borrower receives notice of such cessation or termination, and from counselas the case may be. Unless an alternative arrangement pursuant to clause (x) or (y)(i) or (y)(iii) of Section 11.6(d) is being established, reasonably acceptable the Borrower shall use reasonable efforts to Agentobtain a Replacement Interest Rate Cap or Qualified Substitute Arrangement meeting the requirements of this Section 11.6(e) during the 30-day period referred to in Section 11.6(d). Neither the Borrower nor the Collateral Agent shall terminate the Interest Rate Cap unless, prior to the expiration of the 30-day period referred to in said Section 11.6(d), the Borrower delivers to the Collateral Agent (i) a Replacement Interest Rate Cap or Qualified Substitute Arrangement, (ii) to the extent applicable, an Opinion of Counsel as to the due authorization, execution and delivery by Borrower and validity and enforceability ofof such Replacement Interest Rate Cap or Qualified Substitute Arrangement, as the case may be, and other customary matters with respect to, (iii) evidence that the Future Advance Required Lenders have consented to the termination of the Interest Rate Cap and its replacement with such Assignment of Replacement Interest Rate Cap (but not as to any matter with respect to such counterparty (other than the enforceability of such Future Advance Interest Rate Cap against such counterparty)). If Borrower purchases any other interest rate caps, any interest rate management contracts or any “hedge agreements”, Borrower shall make the deliveries referred to in clauses (1), (2) and (3) of the preceding sentence with respect thereto. Notwithstanding anything to the contrary in this Section 7.20, Borrower shall have the right, subject to Agent’s prior reasonable consent to increase the “trigger rates” set forth on said Schedule 2Qualified Substitute Arrangement.