Common use of Interest Rate Caps Clause in Contracts

Interest Rate Caps. (a) The Borrower hereby covenants and agrees that in the event the LIBOR Rate is greater than [*] at any time, it shall, within two Business Days, obtain and deliver to the 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 (1) each shall have a notional principal amount equal to or greater than $5,000,000, (2) may provide for reductions of the Aggregate Interest Rate Caps Notional Amount on each Distribution Date on an amortization schedule for such Aggregate 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, 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 provide for payments to the Administrative/Collateral Agent and that such payments shall be deposited 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, the Borrower shall be required to 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 perfected first Lien in such securities securing such Cap Provider’s performance of its obligations under the applicable Interest Rate Cap, (ii) provided that a Replacement Interest Rate Cap or Qualified Substitute Arrangement meeting the requirements of Section 11.6(e) has been obtained, (A) provide written notice to such 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 (B) 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 arrangement 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 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 in connection therewith the 30-day period referred to above shall commence on the date the Borrower receives notice of such cessation or termination, as 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, the Borrower shall use its best efforts to obtain 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 and validity and enforceability of such Replacement Interest Rate Cap or Qualified Substitute Arrangement, as the case may be, (iii) evidence that the Required Lenders have consented to the termination of the Interest Rate Cap and its replacement with such Replacement Interest Rate Cap or Qualified Substitute Arrangement and (iv) a letter from each Rating Agency confirming that such termination and replacement will not 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 the Administrative/Collateral Agent evidence of the receipt of the consent of the Required Lenders to the termination of the then-current Interest Rate Cap and its replacement with such 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 not agree to any amendment to any Interest Rate Cap unless (i) the Borrower shall have received evidence of the consent 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 the following conditions having been met:

Interest Rate Caps. (a) The Borrower hereby covenants and agrees that in the event the LIBOR Rate is greater than [*] 5.00% at any time, it shall, within two Business Days, obtain and deliver to the 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 (1) each shall have a notional principal amount equal to or greater than $5,000,000, (2) may provide for reductions of the Aggregate Interest Rate Caps Notional Amount on each Distribution Date on an amortization schedule for such Aggregate 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, 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 provide for payments to the Administrative/Collateral Agent and that such payments shall be deposited 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, the Borrower shall be required to 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. [**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 perfected first Lien in such securities securing such Cap Provider’s performance of its obligations under the applicable Interest Rate Cap, (ii) provided that a Replacement Interest Rate Cap or Qualified Substitute Arrangement meeting the requirements of Section 11.6(e) has been obtained, (A) provide written notice to such 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 (B) 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 arrangement 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 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 in connection therewith the 30-day period referred to above shall commence on the date the Borrower receives notice of such cessation or termination, as 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, the Borrower shall use its best efforts to obtain 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 and validity and enforceability of such Replacement Interest Rate Cap or Qualified Substitute Arrangement, as the case may be, (iii) evidence that the Required Lenders have consented to the termination of the Interest Rate Cap and its replacement with such Replacement Interest Rate Cap or Qualified Substitute Arrangement and (iv) a letter from each Rating Agency confirming that such termination and replacement will not 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 the Administrative/Collateral Agent evidence of the receipt of the consent of the Required Lenders to the termination of the then-current Interest Rate Cap and its replacement with such 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 not agree to any amendment to any Interest Rate Cap unless (i) the Borrower shall have received evidence of the consent 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 the following conditions having been met:

Interest Rate Caps. (a) The Borrower hereby covenants and agrees that in the event the one-month LIBOR Rate is greater than [*] ** at any timeDetermination Date, it shall, within two Business Days, obtain and deliver to the 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 provided that each Interest Rate Cap (1) each shall have a an initial notional principal amount equal to or greater than $5,000,0001,000,000, (2) may provide for reductions of the Aggregate Interest Rate Caps Notional Amount on each Distribution Date on an amortization schedule for such Aggregate Interest Rate Caps Notional Amount assuming zero losses and (x) a 0.5 ABS prepayment speed until the pool factor reaches 10% and (y) 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 lossesthereafter, 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 provide for that payments by the Cap Provider shall be made to the Administrative/Collateral Agent and that such payments shall be deposited into the Collection Account. [**CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS DOCUMENT] (b) On any Servicer Report Determination Date on which the Minimum Liquidity Amount Test has not been satisfied, the Borrower shall be required to deposit an amount equal to the Cap Funding Reserve Account Requirement into the Cap Funding Reserve Account on such Servicer Report the related Date; provided, however, that if the Minimum Liquidity Amount Test is subsequently satisfied for on any three consecutive Servicer Report Dates Determination Date following the Servicer Report 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 the third such Servicer Report Determination Date; provided further, that if the Cap Funding Reserve Account Requirement shall increase on any applicable Servicer Report 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 such Servicer Report the related Distribution Date; provided further, that if the Cap Funding Reserve Account Requirement shall decrease on any applicable Servicer Report 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 Servicer Report 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 timeDetermination 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/Collateral 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/Collateral Administrative Agent shall not release the Borrower from its obligations under this Section 11.6; provided further, that the Servicer shall provide the Administrative/Collateral 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/Collateral 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 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 dateSection 9.1. 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 NotesLenders, 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 perfected first Lien in such securities securing such Cap Provider’s performance of its obligations under the applicable Interest Rate Cap, (ii) provided that a Replacement Interest Rate Cap or Qualified Substitute Arrangement meeting the requirements of Section 11.6(e) has been obtained, (A) provide written notice to such Cap Provider (with a copy to the Administrative/Administrative Agent and the Collateral Agent) of its intention to terminate the applicable Interest Rate Cap within such 30-day period and (B) 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 arrangement 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 are reasonably satisfactory to 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 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 in connection therewith the 30-day period referred to above shall commence on the date the Borrower receives notice of such cessation or termination, as 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, the Borrower shall use its best reasonable efforts to obtain 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 and validity and enforceability of such Replacement Interest Rate Cap or Qualified Substitute Arrangement, as the case may be, and (iii) evidence that the Required Lenders have consented to the termination of the Interest Rate Cap and its replacement with such Replacement Interest Rate Cap or Qualified Substitute Arrangement and (iv) a letter from each Rating Agency confirming that such termination and replacement will not adversely affect its rating of the NotesArrangement. (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 the Administrative/Collateral Agent evidence of the receipt of the consent of the Required Lenders to the termination of the then-current Interest Rate Cap and its replacement with such 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 not agree to any amendment to any Interest Rate Cap unless (i) the Borrower shall have received evidence of the consent 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 the following conditions having been met: