Common use of Interest Rate Protection Agreements Clause in Contracts

Interest Rate Protection Agreements. (a) The Seller may determine from time to time, in its sole discretion, to obtain one or more Interest Rate Protection Agreements with respect to Series 2000-2. Upon any such determination, the Servicer shall obtain such an Interest Rate Protection Agreement in favor of the Trust for the benefit of the Series 2000-2 Certificateholders by directing the Trustee to accept an assignment of such Interest Rate Protection Agreement and the Trustee shall accept such assignment. The Interest Rate Protection Agreement shall provide that the Trust shall be entitled to receive any payments from the Interest Rate Protection Provider thereunder (which payments shall be determined in accordance with the Interest Rate Protection Agreement). Any Interest Rate Protection Agreement may be terminated by the Seller or assigned by the Trust to or at the direction of the Seller at any time at the Seller's election and in its sole discretion. The Seller may assign to the Trust at any time in its sole discretion any Interest Rate Protection Agreement so long as the Trust is neither required to pay for nor obligated to make payments pursuant to such Interest Rate Protection Agreement. The Seller will notify each Rating Agency in writing of the assignment of any Interest Rate Protection Agreement to the Trust within five Business Days following such assignment, unless earlier notice is given in connection with the satisfaction of any required Rating Agency Condition. (b) The Trustee hereby appoints the Servicer to perform the duties of the calculation agent under any Interest Rate Protection Agreement and the Servicer accepts such appointment. (c) The Trustee hereby agrees to make demand under the guarantee, if any, of any Interest Rate Protection Agreement in the event that the Interest Rate Protection Provider shall fail to make any payment as provided in the Interest Rate Protection Agreement.

Interest Rate Protection Agreements. (a) The Seller may determine from time to time, in its sole discretion, to obtain one or more Interest Rate Protection Agreements with respect to Series 2000-21. Upon any such determination, the Servicer shall obtain such an Interest Rate Protection Agreement in favor of the Trust for the benefit of the Series 2000-2 1 Certificateholders by directing the Trustee to accept an assignment of such Interest Rate Protection Agreement and the Trustee shall accept such assignment. The Interest Rate Protection Agreement shall provide that the Trust shall be entitled to receive any payments from the Interest Rate Protection Provider thereunder (which payments shall be determined in accordance with the Interest Rate Protection Agreement). Any Interest Rate Protection Agreement may be terminated by the Seller or assigned by the Trust to or at the direction of the Seller at any time at the Seller's election and in its sole discretion. The Seller may assign to the Trust at any time in its sole discretion any Interest Rate Protection Agreement so long as the Trust is neither required to pay for nor obligated to make payments pursuant to such Interest Rate Protection Agreement, and the Seller may assign to the Trust pursuant to this Section 4.11 any Interest Rate Protection Agreement that obligates the Trust to make any payments pursuant thereto if the conditions specified in Section 9.06 have been satisfied with respect thereto. The Seller will notify each Rating Agency in writing of the assignment of any Interest Rate Protection Agreement to the Trust within five Business Days following such assignment, unless earlier notice is given in connection with the satisfaction of any required Rating Agency Condition. (b) The Trustee hereby appoints the Servicer to perform the duties of the calculation agent under any Interest Rate Protection Agreement and the Servicer accepts such appointment. (c) The Trustee hereby agrees to make demand under the guarantee, if any, of any Interest Rate Protection Agreement in the event that the Interest Rate Protection Provider shall fail to make any payment as provided in the Interest Rate Protection Agreement.

Interest Rate Protection Agreements. (a) The Seller may determine from time Borrower shall, by no later than April 6, 2018, obtain, and thereafter maintain in effect, an Interest Rate Protection Agreement which (i) has a term that expires no earlier than the date that is 45 days prior to timethe Maturity Date; provided, in its sole discretion, that Borrower shall be permitted to obtain one or more provide Interest Rate Protection Agreements with respect to Series 2000-2. Upon any such determinationsuccessive terms of 1 year, the Servicer shall obtain such an so long as Borrower obtains a replacement Interest Rate Protection Agreement in favor satisfying the requirements of this Section 9.16 on or before the expiration date of the Trust for the benefit then-existing Interest Rate Protection Agreement, (ii) has a notional amount at all times equal to or greater than 100% of the Series 2000-2 Certificateholders outstanding principal amount of the Loan, (iii) is on terms reasonably acceptable to the Administrative Agent and (iv) fixes (by directing the Trustee Borrower paying to accept the counterparty a fixed rate payment) one month LIBOR (without taking into account any Reserve Percentage) or any applicable Replacement Rate at a rate not to exceed 3.50%. If the counterparty under the Interest Rate Protection Agreement is not Wxxxx Fargo or an assignment Affiliate of Wxxxx Fargo, the counterparty must be reasonably acceptable to Administrative Agent and must at all times maintain a long term unsecured debt rating or counterparty rating from S&P of “A-” or higher (Wxxxx Fargo or its Affiliate, as counterparty under any such Interest Rate Protection Agreement, or any such other counterparty, shall be referred to herein as an “Acceptable Counterparty”). If the counterparty under the Interest Rate Protection Agreement and is Wxxxx Fargo, an Affiliate of Wxxxx Fargo or any other Lender, all breakage amounts due under or pursuant to the Trustee shall accept such assignment. The applicable Interest Rate Protection Agreement shall be guaranteed by Guarantor (or another creditworthy entity acceptable to Administrative Agent), pursuant to a guaranty in form and substance acceptable to Administrative Agent. (b) Borrower hereby collaterally assigns to Administrative Agent, for the benefit of Lenders, all of their right, title and interest in any and all payments under each Interest Rate Protection Agreement, and shall (i) deliver to Administrative Agent an executed counterpart of each such Interest Rate Protection Agreement, (ii) obtain the consent of the Acceptable Counterparty to such collateral assignment (as evidenced by the Acceptable Counterparty’s execution of such collateral assignment of interest rate protection agreement) and (iii) provide that to Administrative Agent and the Trust shall be entitled Lenders any additional documentation reasonably requested by Administrative Agent to receive confirm or perfect such security instrument. (c) If, at any payments from time during the term of the Loan, the counterparty to the Interest Rate Protection Provider thereunder (which payments shall Agreement then in effect ceases to be determined in accordance with an Acceptable Counterparty, or if the Interest Rate Protection Agreement is terminated for any reason, then, within ten (10) Business Days after notice from the Administrative Agent, Borrower shall (i) obtain a replacement Interest Rate Protection Agreement satisfying the requirements of Section 9.16(a) above, with a counterparty that is an Acceptable Counterparty and (ii) satisfy the requirements of Section 9.16(b) above with regard to such replacement Interest Rate Protection Agreement). Notwithstanding anything contained herein to the contrary, Borrower shall obtain a replacement Interest Rate Protection Agreement satisfying the requirements of Section 9.16(a) above and satisfy the requirements of Section 9.16(b) above on or before the expiration date of any then-existing Interest Rate Protection Agreement. (d) At any time that Borrower obtains a replacement Interest Rate Protection Agreement as set forth in clause (c) above, Borrower shall deliver to Administrative Agent a legal opinion or opinions from counsel to the applicable Acceptable Counterparty (which counsel may be internal counsel) in form and substance reasonably acceptable to Administrative Agent; provided, however, that a legal opinion shall not be required if Wxxxx Fargo is the Acceptable Counterparty. (e) [Intentionally Omitted] (f) Any Interest Rate Protection Agreement may provided by an Acceptable Counterparty (other than Wxxxx Fargo or its Affiliates or any other Lender) shall in no event be terminated secured by the Seller Collateral or assigned by the Trust to or at the direction of the Seller at any time at the Seller's election and in its sole discretion. The Seller may assign to the Trust at interest therein. (g) If Borrower purchases from Wxxxx Fargo any time in its sole discretion any Interest Rate Protection Agreement so long as the Trust is neither required to pay for nor obligated to make payments pursuant to such Interest Rate Protection Agreement. The Seller will notify each Rating Agency in writing of the assignment of any Interest Rate Protection Agreement to the Trust within five Business Days following such assignment, unless earlier notice is given swap in connection with the satisfaction of any required Rating Agency ConditionLoan, Borrower shall, upon receipt from Wxxxx Fargo, execute promptly all documents evidencing such transaction, including without limitation, the ISDA Master Agreement, the Schedule to the ISDA Master Agreement and the ISDA Confirmation. (bh) The Trustee hereby appoints the Servicer to perform the duties of the calculation agent under any Interest Rate Protection Agreement and the Servicer accepts such appointment. (c) The Trustee hereby agrees to make demand under the guarantee, if any, of any Interest Rate Protection Agreement in the event Administrative Agent acknowledges that the Interest Rate Protection Provider shall fail Swap Contract with Wxxxx Fargo satisfies the requirements of this Section 9.16 with respect to make any payment as provided in the Interest Rate Protection Agreementa notional amount equal to $175,794,144.20.

Interest Rate Protection Agreements. (a) The Seller Sellers may determine from time to time, in its their sole discretion, to obtain one or more Interest Rate Protection Agreements with respect to Series 20001997-24. Upon any such determination, the Servicer shall obtain such an Interest Rate Protection Agreement in favor of the Trust for the benefit of the Series 20001997-2 4 Certificateholders by directing the Trustee to accept an assignment of such Interest Rate Protection Agreement and the Trustee shall accept such assignment. The Interest Rate Protection Agreement shall provide that the Trust shall be entitled to receive any payments from the Interest Rate Protection Provider thereunder (which payments shall be determined in accordance with the Interest Rate Protection Agreement). Any Interest Rate Protection Agreement may be terminated by the Seller Sellers or assigned by the Trust to or at the direction of the Seller Sellers at any time at the Seller's Sellers' election and in its their sole discretion. The Seller Sellers may assign to the Trust at any time in its their sole discretion any Interest Rate Protection Agreement so long as the Trust is neither required to pay for nor obligated to make payments pursuant to such Interest Rate Protection Agreement, and the Sellers may assign to the Trust pursuant to this Section 4.11 any Interest Rate Protection Agreement that obligates the Trust to make any payments pursuant thereto if the conditions specified in Section 9.06 have been satisfied with respect thereto. The Seller Sellers will notify each Rating Agency in writing of the assignment of any Interest Rate Protection Agreement to the Trust within five Business Days following such assignment, unless earlier notice is given in connection with the satisfaction of any required Rating Agency Condition. (b) The Trustee hereby appoints the Servicer to perform the duties of the calculation agent under any Interest Rate Protection Agreement and the Servicer accepts such appointment. (c) The Trustee hereby agrees to make demand under the guarantee, if any, of any Interest Rate Protection Agreement in the event that the Interest Rate Protection Provider shall fail to make any payment as provided in the Interest Rate Protection Agreement.

Interest Rate Protection Agreements. (a) The Seller may determine from time Borrower shall obtain, and thereafter maintain in effect, an Interest Rate Protection Agreement which (i) has a term that expires no earlier than the date that is 45 days prior to timethe Maturity Date; provided, in its sole discretion, that Borrower shall be permitted to obtain one or more provide Interest Rate Protection Agreements with respect to Series 2000-2. Upon any such determinationsuccessive terms of 1 year, the Servicer shall obtain such an so long as Borrower obtains a replacement Interest Rate Protection Agreement in favor satisfying the requirements of this Section 9.16 on or before the expiration date of the Trust for the benefit then-existing Interest Rate Protection Agreement, (ii) has a notional amount at all times equal to or greater than 100% of the Series 2000amount of the Loan, (iii) is on terms reasonably acceptable to Lender and (iv) fixes (by the Borrower paying to the counterparty a fixed rate payment) one month LIBOR (without taking into account any Reserve Percentage) or any applicable Benchmark Replacement at a rate not to exceed 4.0% (such initial Interest Rate Protection Agreement, together with any future Interest Rate Protection Agreement required hereunder shall be referred to herein as the “Required Hedge”). If the counterparty under the Interest Rate Protection Agreement is not Wxxxx Fargo or an Affiliate of Wxxxx Fargo, the counterparty must be reasonably acceptable to Lender and must at all times maintain a long term unsecured debt rating or counterparty rating from S&P of “A-” or higher and a long-2 Certificateholders term unsecured debt rating of not less than “A3” by directing the Trustee to accept an assignment of Mxxxx’x (Wxxxx Fargo or its Affiliate, as counterparty under any such Interest Rate Protection Agreement Agreement, or any such other counterparty, shall be referred to herein as an “Acceptable Counterparty”). Notwithstanding the foregoing, if any such Acceptable Counterparty is downgraded by S&P or Mxxxx’x below the minimum ratings levels such counterparty shall continue to be an Acceptable Counterparty even without satisfying the foregoing ratings requirements, provided, that, it shall provide a reasonable guaranty from an affiliate that satisfies the foregoing ratings requirements and which is reasonably acceptable to Lender. So long as neither US Bank, SMBC Capital Markets, Inc. nor Sumitomo Mitsui Banking Corporation (its credit support party) are downgraded by S&P or Mxxxx’x from the long-term ratings issued by such rating agencies as of the Effective Date, US Bank, SMBC Capital Markets, Inc. (with Sumitomo Mitsui Banking Corporation as its credit support party) shall be deemed an Acceptable Counterparty. (b) Borrower hereby collaterally assigns to Lender, all of their right, title and interest in any and all payments under each Interest Rate Protection Agreement, and shall (i) deliver to Lender an executed counterpart of each such Interest Rate Protection Agreement, (ii) obtain the consent of the Acceptable Counterparty to such collateral assignment (as evidenced by the Acceptable Counterparty’s execution of such collateral assignment of interest rate protection agreement) and (iii) provide to Lender and the Trustee shall accept Lenders any additional documentation reasonably requested by Lender to confirm or perfect such assignment. The security instrument. (c) If, at any time during the term of the Loan, the counterparty to the Interest Rate Protection Agreement shall provide that the Trust shall then in effect ceases to be entitled to receive any payments from an Acceptable Counterparty, or if the Interest Rate Protection Provider thereunder Agreement is terminated for any reason, then, within thirty (which payments 30) days after notice from the Lender, Borrower shall be determined in accordance (i) obtain a replacement Interest Rate Protection Agreement satisfying the requirements of Section 9.16(a) above, with a counterparty that is an Acceptable Counterparty and (ii) satisfy the requirements of Section 9.16(b) above with regard to such replacement Interest Rate Protection Agreement). Notwithstanding anything contained herein to the contrary, Borrower shall obtain a replacement Interest Rate Protection Agreement satisfying the requirements of Section 9.16(a) above and satisfy the requirements of Section 9.16(b) above on or before the expiration date of any then-existing Interest Rate Protection Agreement. (d) At any time that Borrower obtains a replacement Interest Rate Protection Agreement as set forth in clause (a) or (c) above, Borrower shall deliver to Lender a legal opinion or opinions from counsel to the applicable Acceptable Counterparty (which counsel may be internal counsel) in form and substance reasonably acceptable to Lender. (e) [Intentionally Omitted] (f) Any Interest Rate Protection Agreement may provided by an Acceptable Counterparty shall in no event be terminated secured by the Seller Collateral or assigned by the Trust to or at the direction of the Seller at any time at the Seller's election and in its sole discretion. The Seller may assign to the Trust at any time in its sole discretion any Interest Rate Protection Agreement so long as the Trust is neither required to pay for nor obligated to make payments pursuant to such Interest Rate Protection Agreement. The Seller will notify each Rating Agency in writing of the assignment of any Interest Rate Protection Agreement to the Trust within five Business Days following such assignment, unless earlier notice is given in connection with the satisfaction of any required Rating Agency Conditioninterest therein. (b) The Trustee hereby appoints the Servicer to perform the duties of the calculation agent under any Interest Rate Protection Agreement and the Servicer accepts such appointment. (c) The Trustee hereby agrees to make demand under the guarantee, if any, of any Interest Rate Protection Agreement in the event that the Interest Rate Protection Provider shall fail to make any payment as provided in the Interest Rate Protection Agreement.

Interest Rate Protection Agreements. (a) The Seller Sellers may determine from time to time, in its their sole discretion, to obtain one or more Interest Rate Protection Agreements with respect to Series 20001997-21. Upon any such determination, the Servicer shall obtain such an Interest Rate Protection Agreement in favor of the Trust for the benefit of the Series 20001997-2 1 Certificateholders by directing the Trustee to accept an assignment of such Interest Rate Protection Agreement and the Trustee shall accept such assignment. The Interest Rate Protection Agreement shall provide that the Trust shall be entitled to receive any payments from the Interest Rate Protection Provider thereunder (which payments shall be determined in accordance with the Interest Rate Protection Agreement). Any Interest Rate Protection Agreement may be terminated by the Seller Sellers or assigned by the Trust to or at the direction of the Seller Sellers at any time at the Seller's Sellers' election and in its their sole discretion. The Seller Sellers may assign to the Trust at any time in its their sole discretion any Interest Rate Protection Agreement so long as the Trust is neither required to pay for nor obligated to make payments pursuant to such Interest Rate Protection Agreement, and the Sellers may assign to the Trust pursuant to this Section 4.11 any Interest Rate Protection Agreement that obligates the Trust to make any payments pursuant thereto if the conditions specified in Section 9.06 have been satisfied with respect thereto. The Seller Sellers will notify each Rating Agency in writing of the assignment of any Interest Rate Protection Agreement to the Trust within five Business Days following such assignment, unless earlier notice is given in connection with the satisfaction of any required Rating Agency Condition. (b) The Trustee hereby appoints the Servicer to perform the duties of the calculation agent under any Interest Rate Protection Agreement and the Servicer accepts such appointment. (c) The Trustee hereby agrees to make demand under the guarantee, if any, of any Interest Rate Protection Agreement in the event that the Interest Rate Protection Provider shall fail to make any payment as provided in the Interest Rate Protection Agreement.

Interest Rate Protection Agreements. (a) The Seller may determine from time Borrower shall, by no later than April 6, 2018, obtain, and thereafter maintain in effect, an Interest Rate Protection Agreement which (i) has a term that expires no earlier than the Maturity Date; provided, that Borrower shall be permitted to time, in its sole discretion, to obtain one or more provide Interest Rate Protection Agreements with respect to Series 2000-2. Upon any such determinationsuccessive terms of 1 year, the Servicer shall obtain such an so long as Borrower obtains a replacement Interest Rate Protection Agreement in favor satisfying the requirements of this Section 9.16 on or before the expiration date of the Trust for the benefit then-existing Interest Rate Protection Agreement, (ii) has a notional amount at all times equal to or greater than 100% of the Series 2000-2 Certificateholders by directing outstanding principal amount of the Trustee Loan, (iii) is on terms reasonably acceptable to accept the Lender and (iv) has a strike price equal to 3.50%. If the counterparty under the Interest Rate Protection Agreement is not Wxxxx Fargo or an assignment Affiliate of Wxxxx Fargo the counterparty must be reasonably acceptable to Lender and must at all times maintain a long term unsecured debt rating or counterparty rating from S&P of “A-” or higher (Wxxxx Fargo or its Affiliate, as counterparty under any such Interest Rate Protection Agreement, or any such other counterparty, shall be referred to herein as an “Acceptable Counterparty”). If the counterparty under the Interest Rate Protection Agreement and is Wxxxx Fargo, an Affiliate of Wxxxx Fargo or any other Lender, all breakage amounts due under or pursuant to the Trustee shall accept such assignment. The applicable Interest Rate Protection Agreement shall be guaranteed by Guarantor (or another creditworthy entity acceptable to Lender), pursuant to a guaranty in form and substance acceptable to Lender. (b) Borrower hereby collaterally assigns to Lender all of its right, title and interest in any and all payments under each Interest Rate Protection Agreement, and shall (i) deliver to Lender an executed counterpart of each such Interest Rate Protection Agreement, (ii) obtain the consent of the Acceptable Counterparty to such collateral assignment (as evidenced by the Acceptable Counterparty’s execution of such collateral assignment of interest rate protection agreement) and (iii) provide that to Lender any additional documentation reasonably requested by Lender to confirm or perfect such security instrument. (c) If, at any time during the Trust shall be entitled term of the Loan, the counterparty to receive any payments from the Interest Rate Protection Provider thereunder Agreement then in effect ceases to be an Acceptable Counterparty, or if the Interest Rate Protection Agreement is terminated for any reason, then, within ten (10) Business Days after notice from the Lender, Borrower shall (i) obtain a replacement Interest Rate Protection Agreement satisfying the requirements of Section 9.16(a) above, with a counterparty that is an Acceptable Counterparty and (ii) satisfy the requirements of Section 9.16(b) above with regard to such replacement Interest Rate Protection Agreement. Notwithstanding anything contained herein to the contrary, Borrower shall obtain a replacement Interest Rate Protection Agreement satisfying the requirements of Section 9.16(a) above and satisfy the requirements of Section 9.16(b) above on or before the expiration date of any then-existing Interest Rate Protection Agreement. (d) At any time that Borrower obtains a replacement Interest Rate Protection Agreement as set forth in clause (c) above, Borrower shall deliver to Lender a legal opinion or opinions from counsel to the applicable Acceptable Counterparty (which counsel may be internal counsel) in form and substance reasonably acceptable to Lender; provided, however, that a legal opinion shall not be required if Wxxxx Fargo is the Acceptable Counterparty. (e) [Intentionally Omitted] (f) Any Interest Rate Protection Agreement provided by an Acceptable Counterparty (other than Lender or its Affiliates) shall in no event be secured by the Collateral or any interest therein. (g) Notwithstanding anything to the contrary contained in this Section 9.16 or elsewhere in this Agreement, if, at any time, the Loan is converted from a LIBOR Loan to a Base Rate Loan (each, a “LIBOR Conversion”), then within thirty (30) days after such LIBOR Conversion, Borrower shall enter into, make all payments under, and satisfy all conditions precedent to the effectiveness of, a Substitute Interest Rate Protection Agreement (and in connection therewith, but not prior to Borrower taking all the actions described in this clause (g), Borrower shall be determined in accordance with have the right to terminate any then-existing Interest Rate Protection Agreement). Any As used herein, “Substitute Interest Rate Protection Agreement” shall mean an interest rate cap agreement that (i) is commonly provided by borrowers to lenders of loans similar to the Loan with similar floating rate indexes, (ii) provides to Lender and Borrower (as determined by Lender in its sole but good faith discretion), for the term of the Substitute Interest Rate Protection Agreement, a hedge against rising interest rates that is no less beneficial to Borrower and Lender than that which was provided by the Interest Rate Protection Agreement may be terminated being replaced by the Seller Substitute Interest Rate Protection Agreement, (iii) satisfies the requirements set forth in Section 9.16(a) above, (iv) with respect to which Borrower has satisfied the requirements set forth in Section 9.16(b) and (d), and (v) with respect to which the requirements in Section 9.16(c) and (f) shall apply. From and after the date of any LIBOR Conversion, all references to “Interest Rate Protection Agreement” and “Replacement Interest Rate Protection Agreement” herein (other than in the definition of “Interest Rate Protection Agreement” and the definition of “Replacement Interest Rate Protection Agreement”) shall be deemed to refer or assigned by relate, as applicable, to a Substitute Interest Rate Protection Agreement. Notwithstanding the Trust foregoing, Lender acknowledges and agrees that Borrower shall have the right, in lieu of delivering a new Substitute Interest Rate Protection Agreement to or at satisfy the direction of foregoing, to modify the Seller at any time at the Seller's election and in its sole discretion. The Seller may assign to the Trust at any time in its sole discretion any then existing Interest Rate Protection Agreement so long as that it satisfies the Trust is neither required to pay for nor obligated to make payments pursuant to such conditions set forth in the definition of “Substitute Interest Rate Protection Agreement. The Seller will notify each Rating Agency in writing of the assignment of any Interest Rate Protection Agreement to the Trust within five Business Days following such assignment, unless earlier notice is given in connection with the satisfaction of any required Rating Agency Condition” herein. (b) The Trustee hereby appoints the Servicer to perform the duties of the calculation agent under any Interest Rate Protection Agreement and the Servicer accepts such appointment. (c) The Trustee hereby agrees to make demand under the guarantee, if any, of any Interest Rate Protection Agreement in the event that the Interest Rate Protection Provider shall fail to make any payment as provided in the Interest Rate Protection Agreement.

Interest Rate Protection Agreements. (a) The Seller Sellers may determine from time to time, in its their sole discretion, to obtain one or more Interest Rate Protection Agreements with respect to Series 20001997-23. Upon any such determination, the Servicer shall obtain such an Interest Rate Protection Agreement in favor of the Trust for the benefit of the Series 20001997-2 3 Certificateholders by directing the Trustee to accept an assignment of such Interest Rate Protection Agreement and the Trustee shall accept such assignment. The Interest Rate Protection Agreement shall provide that the Trust shall be entitled to receive any payments from the Interest Rate Protection Provider thereunder (which payments shall be determined in accordance with the Interest Rate Protection Agreement). Any Interest Rate Protection Agreement may be terminated by the Seller Sellers or assigned by the Trust to or at the direction of the Seller Sellers at any time at the Seller's Sellers' election and in its their sole discretion. The Seller Sellers may assign to the Trust at any time in its their sole discretion any Interest Rate Protection Agreement so long as the Trust is neither required to pay for nor obligated to make payments pursuant to such Interest Rate Protection Agreement, and the Sellers may assign to the Trust pursuant to this Section 4.11 any Interest Rate Protection Agreement that obligates the Trust to make any payments pursuant thereto if the conditions specified in Section 9.06 have been satisfied with respect thereto. The Seller Sellers will notify each Rating Agency in writing of the assignment of any Interest Rate Protection Agreement to the Trust within five Business Days following such assignment, unless earlier notice is given in connection with the satisfaction of any required Rating Agency Condition. (b) The Trustee hereby appoints the Servicer to perform the duties of the calculation agent under any Interest Rate Protection Agreement and the Servicer accepts such appointment. (c) The Trustee hereby agrees to make demand under the guarantee, if any, of any Interest Rate Protection Agreement in the event that the Interest Rate Protection Provider shall fail to make any payment as provided in the Interest Rate Protection Agreement.

Interest Rate Protection Agreements. (a) The Seller Sellers may determine from time to time, in its their sole discretion, to obtain one or more Interest Rate Protection Agreements with respect to Series 20001997-2. Upon any such determination, the Servicer shall obtain such an Interest Rate Protection Agreement in favor of the Trust for the benefit of the Series 20001997-2 Certificateholders by directing the Trustee to accept an assignment of such Interest Rate Protection Agreement and the Trustee shall accept such assignment. The Interest Rate Protection Agreement shall provide that the Trust shall be entitled to receive any payments from the Interest Rate Protection Provider thereunder (which payments shall be determined in accordance with the Interest Rate Protection Agreement). Any Interest Rate Protection Agreement may be terminated by the Seller Sellers or assigned by the Trust to or at the direction of the Seller Sellers at any time at the Seller's Sellers' election and in its their sole discretion. The Seller Sellers may assign to the Trust at any time in its their sole discretion any Interest Rate Protection Agreement so long as the Trust is neither required to pay for nor obligated to make payments pursuant to such Interest Rate Protection Agreement, and the Sellers may assign to the Trust pursuant to this Section 4.11 any Interest Rate Protection Agreement that obligates the Trust to make any payments pursuant thereto if the conditions specified in Section 9.06 have been satisfied with respect thereto. The Seller Sellers will notify each Rating Agency in writing of the assignment of any Interest Rate Protection Agreement to the Trust within five Business Days following such assignment, unless earlier notice is given in connection with the satisfaction of any required Rating Agency Condition. (b) The Trustee hereby appoints the Servicer to perform the duties of the calculation agent under any Interest Rate Protection Agreement and the Servicer accepts such appointment. (c) The Trustee hereby agrees to make demand under the guarantee, if any, of any Interest Rate Protection Agreement in the event that the Interest Rate Protection Provider shall fail to make any payment as provided in the Interest Rate Protection Agreement.

Interest Rate Protection Agreements. (a) The Seller ------------------------------------ may determine from time to time, in its sole discretion, to obtain one or more Interest Rate Protection Agreements with respect to Series 2000-23. Upon any such determination, the Servicer shall obtain such an Interest Rate Protection Agreement in favor of the Trust for the benefit of the Series 2000-2 3 Certificateholders by directing the Trustee to accept an assignment of such Interest Rate Protection Agreement and the Trustee shall accept such assignment. The Interest Rate Protection Agreement shall provide that the Trust shall be entitled to receive any payments from the Interest Rate Protection Provider thereunder (which payments shall be determined in accordance with the Interest Rate Protection Agreement). Any Interest Rate Protection Agreement may be terminated by the Seller or assigned by the Trust to or at the direction of the Seller at any time at the Seller's election and in its sole discretion. The Seller may assign to the Trust at any time in its sole discretion any Interest Rate Protection Agreement so long as the Trust is neither required to pay for nor obligated to make payments pursuant to such Interest Rate Protection Agreement. The Seller will notify each Rating Agency in writing of the assignment of any Interest Rate Protection Agreement to the Trust within five Business Days following such assignment, unless earlier notice is given in connection with the satisfaction of any required Rating Agency Condition. (b) The Trustee hereby appoints the Servicer to perform the duties of the calculation agent under any Interest Rate Protection Agreement and the Servicer accepts such appointment. (c) The Trustee hereby agrees to make demand under the guarantee, if any, of any Interest Rate Protection Agreement in the event that the Interest Rate Protection Provider shall fail to make any payment as provided in the Interest Rate Protection Agreement.

Interest Rate Protection Agreements. (a) The Seller may determine from time Borrower shall obtain, and thereafter maintain in effect, an Interest Rate Protection Agreement which (i) has a term that expires no earlier than the date that is 45 days prior to timethe Maturity Date; provided, in its sole discretion, that Borrower shall be permitted to obtain one or more provide Interest Rate Protection Agreements with respect to Series 2000-2. Upon any such determinationsuccessive terms of 1 year, the Servicer shall obtain such an so long as Borrower obtains a replacement Interest Rate Protection Agreement in favor satisfying the requirements of this Section 9.16 on or before the expiration date of the Trust for the benefit then-existing Interest Rate Protection Agreement, (ii) has a notional amount at all times equal to or greater than 100% of the Series 2000amount of the Loan, (iii) is on terms reasonably acceptable to the Administrative Agent and (iv) fixes (by the Borrower paying to the counterparty a fixed rate payment) one month LIBOR (without taking into account any Reserve Percentage) or any applicable Benchmark Replacement at a rate not to exceed 4.0% (such initial Interest Rate Protection Agreement, together with any future Interest Rate Protection Agreement required hereunder shall be referred to herein as the “Required Hedge”). If the counterparty under the Interest Rate Protection Agreement is not Wxxxx Fargo or an Affiliate of Wxxxx Fargo, the counterparty must be reasonably acceptable to Administrative Agent and must at all times maintain a long term unsecured debt rating or counterparty rating from S&P of “A-” or higher and a long-2 Certificateholders term unsecured debt rating of not less than “A3” by directing the Trustee to accept an assignment of Mxxxx’x (Wxxxx Fargo or its Affiliate, as counterparty under any such Interest Rate Protection Agreement, or any such other counterparty, shall be referred to herein as an “Acceptable Counterparty”). Notwithstanding the foregoing, if any such Acceptable Counterparty is downgraded by S&P or Mxxxx’x below the minimum ratings levels such counterparty shall continue to be an Acceptable Counterparty even without satisfying the foregoing ratings requirements, provided, that, it shall provide a reasonable guaranty from an affiliate that satisfies the foregoing ratings requirements and which is reasonably acceptable to Administrative Agent. So long as neither US Bank, SMBC Capital Markets, Inc. nor Sumitomo Mitsui Banking Corporation (its credit support party) are downgraded by S&P or Mxxxx’x from the long-term ratings issued by such rating agencies as of the Effective Date, US Bank, SMBC Capital Markets, Inc. (with Sumitomo Mitsui Banking Corporation as its credit support party) shall be deemed an Acceptable Counterparty. If the counterparty under the Interest Rate Protection Agreement and is Wxxxx Fargo, an Affiliate of Wxxxx Fargo or any other Lender, all breakage amounts due under or pursuant to the Trustee shall accept such assignment. The applicable Interest Rate Protection Agreement shall be guaranteed by Guarantor (or another creditworthy entity acceptable to Administrative Agent), pursuant to a guaranty in form and substance acceptable to Administrative Agent. (b) Borrower hereby collaterally assigns to Administrative Agent, for the benefit of Lenders, all of their right, title and interest in any and all payments under each Interest Rate Protection Agreement, and shall (i) deliver to Administrative Agent an executed counterpart of each such Interest Rate Protection Agreement, (ii) obtain the consent of the Acceptable Counterparty to such collateral assignment (as evidenced by the Acceptable Counterparty’s execution of such collateral assignment of interest rate protection agreement) and (iii) provide that to Administrative Agent and the Trust shall be entitled Lenders any additional documentation reasonably requested by Administrative Agent to receive confirm or perfect such security instrument. (c) If, at any payments from time during the term of the Loan, the counterparty to the Interest Rate Protection Provider thereunder (which payments shall Agreement then in effect ceases to be determined in accordance with an Acceptable Counterparty, or if the Interest Rate Protection Agreement is terminated for any reason, then, within thirty (30) days after notice from the Administrative Agent, Borrower shall (i) obtain a replacement Interest Rate Protection Agreement satisfying the requirements of Section 9.16(a) above, with a counterparty that is an Acceptable Counterparty and (ii) satisfy the requirements of Section 9.16(b) above with regard to such replacement Interest Rate Protection Agreement). Notwithstanding anything contained herein to the contrary, Borrower shall obtain a replacement Interest Rate Protection Agreement satisfying the requirements of Section 9.16(a) above and satisfy the requirements of Section 9.16(b) above on or before the expiration date of any then-existing Interest Rate Protection Agreement. (d) At any time that Borrower obtains a replacement Interest Rate Protection Agreement as set forth in clause (a) or (c) above, Borrower shall deliver to Administrative Agent a legal opinion or opinions from counsel to the applicable Acceptable Counterparty (which counsel may be internal counsel) in form and substance reasonably acceptable to Administrative Agent; provided, however, that a legal opinion shall not be required if Wxxxx Fargo is the Acceptable Counterparty. (e) [Intentionally Omitted] (f) Any Interest Rate Protection Agreement may provided by an Acceptable Counterparty (other than Wxxxx Fargo or its Affiliates or any other Lender) shall in no event be terminated secured by the Seller Collateral or assigned by the Trust to or at the direction of the Seller at any time at the Seller's election and in its sole discretion. The Seller may assign to the Trust at interest therein. (g) If Borrower purchases from Wxxxx Fargo any time in its sole discretion any Interest Rate Protection Agreement so long as the Trust is neither required to pay for nor obligated to make payments pursuant to such Interest Rate Protection Agreement. The Seller will notify each Rating Agency in writing of the assignment of any Interest Rate Protection Agreement to the Trust within five Business Days following such assignment, unless earlier notice is given swap in connection with the satisfaction of any required Rating Agency Condition. (b) The Trustee hereby appoints Loan, Borrower shall, upon receipt from Wxxxx Fargo, execute promptly all documents evidencing such transaction, including without limitation, the Servicer ISDA Master Agreement, the Schedule to perform the duties of the calculation agent under any Interest Rate Protection ISDA Master Agreement and the Servicer accepts such appointmentISDA Confirmation, provided the terms thereof shall be mutually acceptable to Borrower and Wxxxx Fargo. (c) The Trustee hereby agrees to make demand under the guarantee, if any, of any Interest Rate Protection Agreement in the event that the Interest Rate Protection Provider shall fail to make any payment as provided in the Interest Rate Protection Agreement.