Common use of Interest Rate Swap Clause in Contracts

Interest Rate Swap. (a) T he Trustee shall enter into the Interest Rate Swap, certain terms of which are set forth herein for the convenience of the parties thereto for incorporation therein by reference, with the Swap Counterparty on the Closing Date. Pursuant to the terms of the Interest Rate Swap, the Swap Counterparty shall pay to the Trustee on each Transfer Date the Net Swap Receipt, if any, plus the amount of any Net Swap Receipt due but not paid with respect to any previous Transfer Date. The Trustee shall deposit such Net Swap Receipts, if any, into the Finance Charge Account and shall apply such amounts as Class A Available Funds pursuant to subsection 4.09(a). In addition, in accordance with the terms of the Interest Rate Swap, the Trustee shall pay to the Swap Counterparty the Net Swap Payment, if any, for such Transfer Date, plus the amount of any Net Swap Payment due but not paid on any previous Transfer Date, from amounts applied pursuant to subsections 4.09(a)(ii). If the Interest Rate Swap has not been terminated and the Trustee has not received any Net Swap Receipt due with respect to the related Distribution Date prior to 10:00 a.m. on the date such payment is due, (i) the Trustee shall notify the Swap Counterparty, the Seller and the Servicer of such fact prior to 12:00 p.m. on such date, (ii) the Trustee, if directed by the Servicer, shall designate an Early Termination Date (as such term is defined in the Interest Rate Swap) pursuant to the Interest Rate Swap and shall, if the Seller so directs, terminate the Interest Rate Swap pursuant to its terms, and (iii) the Servicer shall provide the Trustee, prior to 4:30 p.m. on the related Transfer Date, with new statements substantially in the forms of Exhibit B and Exhibit C to this Series Supplement revised, if necessary, to reflect that the Net Swap Receipt (or any portion thereof) was not received by the Trustee for such Transfer Date.

Interest Rate Swap. [Cap] Agreement. (a) T he Trustee The Issuer shall enter into the Interest Rate Swap, certain terms of which are set forth herein for the convenience of the parties thereto for incorporation therein by reference, [Swap][Cap] Agreement with the Swap [Swap][Cap] Counterparty on the Closing Date. Pursuant The Issuer shall deposit Net Swap Receipts into the Note Distribution Account to be included as Available Monies on the related Distribution Date. Subject to the requirements of this Section 7.12, the Issuer may from time to time enter into one or more Replacement Interest Rate [Swap][Cap] Agreements in the event that the Interest Rate [Swap][Cap] Agreement is terminated due to certain “termination events” or “events of default” (each as defined in the Interest Rate [Swap][Cap] Agreement) prior to its scheduled expiration and in accordance with the terms of such Interest Rate [Swap][Cap] Agreement. Other than any Replacement Interest Rate [Swap][Cap] Agreement entered into pursuant to this Section 7.13(a), the Issuer may not enter into any additional interest rate swap agreements. (b) In the event of any early termination of the Interest Rate [Swap][Cap] Agreement, (i) upon written direction and notification of such early termination, the Indenture Trustee shall establish the [Swap][Cap] Termination Payment Account and (ii) any [Swap][Cap] Termination Payments received from the [Swap][Cap] Counterparty will be remitted to the [Swap][Cap] Termination Payment Account. Any Swap Replacement Proceeds received from any Replacement [Swap][Cap] Counterparty pursuant to Section 7.12(c) will be remitted to the [Swap][Cap] Termination Payment Account for payment of any [Swap][Cap] Termination Payment owed by the Issuer to the [Swap][Cap] Counterparty. To the extent not fully paid from Swap Replacement Proceeds, any [Swap][Cap] Termination Payment owed by the Issuer to the [Swap][Cap] Counterparty under the Interest Rate [Swap][Cap] Agreement shall be payable to the [Swap][Cap] Counterparty in installments made on each following Distribution Date until paid in full in accordance with the order of priority specified in Section 7.05. (c) Following the early termination of the Interest Rate [Swap][Cap] Agreement due to an “event of default” or “termination event” (each as defined in the Interest Rate [Swap][Cap] Agreement) and in accordance with the terms of such Interest Rate [Swap][Cap] Agreement, the Issuer shall promptly enter into a Replacement Interest Rate [Swap][Cap] Agreement to the extent possible and practicable using funds available in the [Swap][Cap] Termination Payment Account. (d) To the extent that the funds available in the [Swap][Cap] Termination Payment Account exceed the costs of entering into a Replacement Interest Rate [Swap][Cap] Agreement, the amounts in the [Swap][Cap] Termination Payment Account (other than funds used to pay the costs of entering into a Replacement Interest Rate [Swap][Cap] Agreement, if applicable) shall be allocated in accordance with the order of priority specified in Section 7.05 on the following Distribution Date. In any other situation, amounts on deposit in the [Swap][Cap] Termination Payment Account at any time shall be invested in Eligible Investments and on each Distribution Date after the creation of a [Swap][Cap] Termination Payment Account, the funds therein shall be used to cover any shortfalls in the amounts payable under clauses (i) through (x) of Section 7.05(a), under Section 7.05(b), or under Section 7.05(c); provided, that in no event will the amount withdrawn from the [Swap][Cap] Termination Payment Account on such Distribution Date exceed the amount of Net Swap Receipts that would have been required to be paid on such Distribution Date under the terminated Interest Rate Swap Transaction had there been no termination of such transaction. Any amounts remaining in the [Swap][Cap] Termination Payment Account after payment in full of the Class C Notes shall be included in Available Monies and allocated in accordance with the order of priority specified in Section 7.05 on the following Distribution Date. (e) If the [Swap][Cap] Counterparty is required to post collateral under the terms of the Interest Rate Swap[Swap][Cap] Agreement, upon written direction and notification of such requirement the Indenture Trustee shall establish the [Swap][Cap] Collateral Account (the “[Swap][Cap] Collateral Account”) over which the Indenture Trustee shall have exclusive control and the sole right of withdrawal, and in which no Person other than the Indenture Trustee, the Swap [Swap][Cap] Counterparty and the Noteholders shall pay have any legal or beneficial interest. The Indenture Trustee shall deposit all “Eligible Collateral” (as defined in the Interest Rate [Swap][Cap] Agreement) received from the [Swap][Cap] Counterparty into the [Swap][Cap] Collateral Account. Any and all funds at any time on deposit in, or otherwise to the credit of, the [Swap][Cap] Collateral Account shall be held in trust by the Indenture Trustee for the benefit of the [Swap][Cap] Counterparty and the Noteholders. The only permitted withdrawal from or application of funds on each Transfer Date deposit in, or otherwise to the Net Swap Receiptcredit of, if any, plus the amount of [Swap][Cap] Collateral Account shall be (i) to pay any Net Swap Receipt due but not paid with respect Receipts or [Swap][Cap] Termination Payments owed to any previous Transfer Date. The Trustee shall deposit such Net Swap Receipts, if any, into the Finance Charge Account and shall apply such amounts as Class A Available Funds pursuant to subsection 4.09(a). In addition, Issuer by the [Swap][Cap] Counterparty in accordance with the terms of the Interest Rate Swap, the Trustee shall pay [Swap][Cap] Agreement or (ii) to return collateral to the Swap [Swap][Cap] Counterparty the Net Swap Payment, if any, for such Transfer Date, plus the amount of any Net Swap Payment due but not paid on any previous Transfer Date, from amounts applied pursuant to subsections 4.09(a)(ii). If when and as required by the Interest Rate Swap has not been terminated [Swap][Cap] Agreement. (f) The Issuer hereby grants to the Indenture Trustee for the benefit of the Noteholders and the Trustee has not received any Net Swap Receipt due with respect [Swap][Cap] Counterparty a security interest in the [Swap][Cap] Collateral Account and all funds in the [Swap][Cap] Collateral Account and the proceeds thereof to secure the payment of interest on and principal of the Notes and the [Swap][Cap] Termination Payments to the related Distribution Date prior to 10:00 a.m. on the date such payment is due, (i) the Trustee shall notify the Swap Counterparty, the Seller and the Servicer of such fact prior to 12:00 p.m. on such date, (ii) the Trustee, if directed by the Servicer, shall designate an Early Termination Date (as such term is defined in [Swap][Cap] Counterparty under the Interest Rate Swap) pursuant to the Interest Rate Swap and shall, if the Seller so directs, terminate the Interest Rate Swap pursuant to its terms[Swap][Cap] Agreement, and (iii) the Servicer Indenture Trustee shall provide have all of the Trusteerights of a secured party under the UCC with respect thereto. If for any reason the [Swap][Cap] Collateral Account is no longer an Eligible Account, prior the Indenture Trustee shall promptly cause the [Swap][Cap] Collateral Account to 4:30 p.m. on the related Transfer Date, with new statements substantially in the forms of Exhibit B and Exhibit C be moved to this Series Supplement revised, if necessary, to reflect another institution or otherwise changed so that the Net Swap Receipt (or any portion thereof) was not received by the Trustee for such Transfer Date[Swap][Cap] Collateral Account becomes an Eligible Account.

Interest Rate Swap. (a) T he The Trustee shall enter into the Interest Rate Swap, certain terms of which are set forth herein for the convenience of the parties thereto for incorporation therein by reference, with the Swap Counterparty on the Closing Date. Pursuant to the terms of the Interest Rate Swap, the Swap Counterparty shall pay to the Trustee on each Transfer Date the Net Swap Receipt, if any, plus the amount of any Net Swap Receipt due but not paid with respect to any previous Transfer Date. The Trustee shall deposit such Net Swap Receipts, if any, into the Finance Charge Account and shall apply such amounts as Class A Available Funds pursuant to subsection 4.09(a). In addition, in accordance with the terms of the Interest Rate Swap, the Trustee shall pay to the Swap Counterparty the Net Swap Payment, if any, for such Transfer Date, plus the amount of any Net Swap Payment due but not paid on any previous Transfer Date, from amounts applied pursuant to subsections 4.09(a)(ii). If the Interest Rate Swap has not been terminated and the Trustee has not received any Net Swap Receipt due with respect to the related Distribution Date prior to 10:00 a.m. on the date such payment is due, (i) the Trustee shall notify the Swap Counterparty, the Seller and the Servicer of such fact prior to 12:00 p.m. on such date, (ii) the Trustee, if directed by the Servicer, shall designate an Early Termination Date (as such term is defined in the Interest Rate Swap) pursuant to the Interest Rate Swap and shall, if the Seller so directs, terminate the Interest Rate Swap pursuant to its terms, and (iii) the Servicer shall provide the Trustee, prior to 4:30 p.m. on the related Transfer Date, with new statements substantially in the forms of Exhibit B and Exhibit C to this Series Supplement revised, if necessary, to reflect that the Net Swap Receipt (or any portion thereof) was not received by the Trustee for such Transfer Date. (b) Following the termination of the Interest Rate Swap pursuant to the terms thereof, the Swap Counterparty shall pay to the Trustee the amount of the termination payment, if any, to be made by the Swap Counterparty pursuant to Section 6 of the Interest Rate Swap. The Trustee shall, promptly upon receipt of such termination payment, if any, and at the direction of the Servicer distribute the amount of such termination payment to the Collateral Interest Holder in accordance with subsection 5.01(c). (c) The Trustee, at the direction of the Seller, shall direct the Swap Counterparty to assign its rights and obligations under the Interest Rate Swap to a replacement Swap Counterparty, in the event that the long-term, senior unsecured debt rating of the Swap Counterparty is reduced below BBB- by Standard & Poor's or below Baa3 by Moody's or is withdrawn by either Standard & Poor's or Moody's. The Seller shall give Standard & Poor's and Moody's notice of the replacement of the Swap Counterparty as soon as practicable thereafter. (d) The parties hereto agree that all obligations of the Trustee on behalf of the Trust under the Interest Rate Swap shall be paid from, and limited to, funds specifically available therefor pursuant to subsections 4.09(a)(ii) and 4.16(e) of this Series Supplement and that the Trustee shall not be required to expend or risk its own funds or otherwise incur any liability in connection with the Interest Rate Swap. (e) If the Trustee has actual knowledge of any event specified in Section 5 of the Interest Rate Swap, the Trustee shall provide written notice of such event to the Servicer, the Seller and the Rating Agencies. The Seller, upon becoming aware of any event specified in Section 5 of the Interest Rate Swap, whether pursuant to notice from the Trustee or otherwise, shall immediately provide the Trustee with written instructions as to the course of action to be taken under Section 6 of the Interest Rate Swap, including without limitation any notices to be provided and whether or not an Early Termination Date (as defined in the Interest Rate Swap) should be designated and, if so, when such Early Termination Date should be designated. Prior to receiving such written instructions from the Seller, the Trustee shall not designate an Early Termination Date and shall not terminate the Interest Rate Swap. (f) At the request of the Trustee, the Seller shall provide the Trustee with any document the Trustee is required to provide the Swap Counterparty pursuant to Section 4(a) of the Interest Rate Swap. (g) In the event the long-term, senior unsecured debt rating of the Swap Counterparty is reduced below AA- by Standard & Poor's or is withdrawn by Standard & Poor's, the Swap Counterparty will be required within 30 days from the date of such reduction or withdrawal to fund an account (the "Interest Reserve Account") in an amount equal to one-twelfth of the product of (a) the Swap Fixed Rate and (b) the Fixed Rate Notional Amount as of the Record Date preceding such reduction or withdrawal (the "Required Interest Reserve Amount"). The Swap Counterparty's failure to adequately fund the Interest Reserve Account within 30 days of such reduction or withdrawal shall constitute an "Interest Reserve Account Event."

Interest Rate Swap. (a) T he Trustee shall The Issuer will not enter into any Interest Rate Swap unless (i) as of the date that such Interest Rate Swap is entered into, the related Swap Counterparty has the Swap Required Ratings and (ii) such Interest Rate Swap provides that, if (A) the related Swap Counterparty fails to have the Swap Required Ratings and (B) any Rating Agency gives notice to the Issuer, the Indenture Trustee or the Administrator that the credit support, if any, with respect to the Swap Counterparty is no longer deemed adequate to maintain the then-current rating on the Class A Notes, within 30 days of such rating withdrawal, downgrade or notification (unless each such Rating Agency has reconfirmed the rating of each Class of Notes which was in effect immediately prior to such withdrawal or downgrade or notification), such Swap Counterparty will (1) assign the swap transaction to another counterparty that has the Swap Required Ratings and is approved by the Issuer (which approval will not be unreasonably withheld) on terms substantially similar to such Interest Rate Swap, certain terms of which are set forth herein for the convenience of the parties thereto for incorporation therein by reference(2) obtain a guaranty of, with or a contingent agreement of, another person that has the Swap Counterparty on the Closing Date. Pursuant Required Ratings to the terms of the honor such Swap Counterparty’s obligations under such Interest Rate Swap, provided that such other person is approved by the Issuer (which approval will not be unreasonably withheld), (3) post mxxx-to-market collateral, pursuant to a collateral support agreement acceptable to the Issuer, which will be sufficient to restore any downgrade or withdrawal in the ratings of the Notes attributable to such Swap Counterparty's failure to have the Swap Counterparty shall pay Required Ratings, or (4) establish any other arrangement satisfactory to the Trustee on Issuer and to the applicable Rating Agency, in each Transfer Date case, sufficient to satisfy the Net Swap Receipt, if any, plus Rating Agency Confirmation. Promptly following the amount termination of any Net Swap Receipt due but not paid with respect to any previous Transfer Date. The Trustee shall deposit such Net Swap Receipts, if any, into the Finance Charge Account and shall apply such amounts as Class A Available Funds pursuant to subsection 4.09(a). In addition, in accordance with the terms of the Interest Rate Swap, the Trustee shall pay to the Swap Counterparty the Net Swap Payment, if any, for such Transfer Date, plus the amount of any Net Swap Payment due but not paid on any previous Transfer Date, from amounts applied pursuant to subsections 4.09(a)(ii). If the Interest Rate Swap has not been terminated and the Trustee has not received any Net Swap Receipt due with respect to the related Distribution Date prior to 10:00 a.m. on the date such payment is due, (i) the Trustee shall notify the Swap Counterparty, the Seller and the Servicer an Event of such fact prior to 12:00 p.m. on such date, (ii) the Trustee, if directed by the Servicer, shall designate an Early Default or Termination Date Event (as each such term is defined in the such Interest Rate Swap) pursuant ), the Issuer will use reasonable efforts to the enter into a replacement Interest Rate Swap and shall, if the Seller so directs, terminate the on terms similar to those of such terminated Interest Rate Swap with an eligible swap counterparty unless the Indenture Trustee sells the Collateral pursuant to its terms, and (iii) the Servicer shall provide the Trustee, prior to 4:30 p.m. on the related Transfer Date, with new statements substantially in the forms of Exhibit B and Exhibit C to this Series Supplement revised, if necessary, to reflect that the Net Swap Receipt (or any portion thereof) was not received by the Trustee for such Transfer DateSection 5.6(a)(iv).

Interest Rate Swap. (a) T he The Trustee shall enter into the Interest Rate Swap, certain terms of which are set forth herein for the convenience of the parties thereto for incorporation therein by reference, with the Swap Counterparty on the Closing Date. Pursuant to the terms of the Interest Rate Swap, the Swap Counterparty shall pay to the Trustee on each Transfer Date the Net Swap Receipt, if any, plus the amount of any Net Swap Receipt due but not paid with respect to any previous Transfer Date. The Trustee shall deposit such Net Swap Receipts, if any, into the Finance Charge Account and shall apply such amounts as Class A Available Funds pursuant to subsection 4.09(a). In addition, in accordance with the terms of the Interest Rate Swap, the Trustee shall pay to the Swap Counterparty the Net Swap Payment, if any, for such Transfer Date, plus the amount of any Net Swap Payment due but not paid on any previous Transfer Date, from amounts applied pursuant to subsections 4.09(a)(ii). If the Interest Rate Swap has not been terminated and the Trustee has not received any Net Swap Receipt due with respect to the related Distribution Date prior to 10:00 a.m. on the date such payment is due, (i) the Trustee shall notify the Swap Counterparty, the Seller and the Servicer of such fact prior to 12:00 p.m. on such date, (ii) the Trustee, if directed by the Servicer, shall designate an Early Termination Date (as such term is defined in the Interest Rate Swap) pursuant to the Interest Rate Swap and shall, if the Seller so directs, terminate the Interest Rate Swap pursuant to its terms, and (iii) the Servicer shall provide the Trustee, prior to 4:30 p.m. on the related Transfer Date, with new statements substantially in the forms of Exhibit B and Exhibit C to this Series Supplement revised, if necessary, to reflect that the Net Swap Receipt (or any portion thereof) was not received by the Trustee for such Transfer Date. (b) Following the termination of the Interest Rate Swap pursuant to the terms thereof, the Swap Counterparty shall pay to the Trustee the amount of the termination payment, if any, to be made by the Swap Counterparty pursuant to Section 6 of the Interest Rate Swap. The Trustee shall, promptly upon receipt of such termination payment, if any, and at the direction of the Servicer distribute the amount of such termination payment to the Seller. (c) The Trustee, at the direction of the Seller, shall direct the Swap Counterparty to assign its rights and obligations under the Interest Rate Swap to a replacement Swap Counterparty, in the event that the long-term, senior unsecured debt rating of the Swap Counterparty is reduced below BBB- by Standard & Poor's or below Baa3 by Moody's or is withdrawn by either Standard & Poor's or Moody's. The Seller shall give Standard & Poor's and Moody's notice of the replacement of the Swap Counterparty as soon as practicable thereafter. (d) The parties hereto agree that all obligations of the Trustee on behalf of the Trust under the Interest Rate Swap shall be paid from, and limited to, funds specifically available therefor pursuant to subsections 4.09(a)(ii) and 4.16(e) of this Series Supplement and that the Trustee shall not be required to expend or risk its own funds or otherwise incur any liability in connection with the Interest Rate Swap. (e) If the Trustee has actual knowledge of any event specified in Section 5 of the Interest Rate Swap, the Trustee shall provide written notice of such event to the Servicer, the Seller and the Rating Agencies. The Seller, upon becoming aware of any event specified in Section 5 of the Interest Rate Swap, whether pursuant to notice from the Trustee or otherwise, shall immediately provide the Trustee with written instructions as to the course of action to be taken under Section 6 of the Interest Rate Swap, including without limitation any notices to be provided and whether or not an Early Termination Date (as defined in the Interest Rate Swap) should be designated and, if so, when such Early Termination Date should be designated. Prior to receiving such written instructions from the Seller, the Trustee shall not designate an Early Termination Date and shall not terminate the Interest Rate Swap. (f) At the request of the Trustee, the Seller shall provide the Trustee with any document the Trustee is required to provide the Swap Counterparty pursuant to Section 4(a) of the Interest Rate Swap. (i) In the event the short-term senior debt rating of the Swap Counterparty from Standard & Poor's is below A-1, or is withdrawn by Standard & Poor's, or (ii) in the case of a replacement Swap Counterparty assuming the interests and obligations of the original Swap Counterparty under the Interest Rate Swap that does not have a short-term senior debt rating from Standard & Poor's, the long- term senior debt rating of such replacement Swap Counterparty from Standard & Poor's is below A+ or is withdrawn by Standard & Poor's, the Swap Counterparty will be required within 30 days from the date of such rating or withdrawal to fund an account (the "Interest Reserve Account") in an amount equal to one-twelfth of the product of (a) the Swap Fixed Rate and (b) the Fixed Rate Notional Amount as of the Record Date preceding such rating or withdrawal (the "Required Interest Reserve Amount"). The Swap Counterparty's failure to adequately fund the Interest Reserve Account within 30 days of such rating or withdrawal shall constitute an "Interest Reserve Account Event."

Interest Rate Swap. (a) T he The Trustee shall enter into the Interest Rate Swap, certain terms of which are set forth herein for the convenience of the parties thereto for incorporation therein by reference, with the Swap Counterparty on the Closing Date. Pursuant to the terms of the Interest Rate Swap, the Swap Counterparty shall pay to the Trustee on each Transfer Date the Net Swap Receipt, if any, plus the amount of any Net Swap Receipt due but not paid with respect to any previous Transfer Date. The Trustee shall deposit such Net Swap Receipts, if any, into the Finance Charge Account and shall apply such amounts as Class A Available Funds pursuant to subsection 4.09(a). In addition, in accordance with the terms of the Interest Rate Swap, the Trustee shall pay to the Swap Counterparty the Net Swap Payment, if any, for such Transfer Date, plus the amount of any Net Swap Payment due but not paid on any previous Transfer Date, from amounts applied pursuant to subsections 4.09(a)(ii). If the Interest Rate Swap has not been terminated and the Trustee has not received any Net Swap Receipt due with respect to the related Distribution Date prior to 10:00 a.m. on the date such payment is due, (i) the Trustee shall notify the Swap Counterparty, the Seller and the Servicer of such fact prior to 12:00 p.m. on such date, (ii) the Trustee, if directed by the Servicer, shall designate an Early Termination Date (as such term is defined in the Interest Rate Swap) pursuant to the Interest Rate Swap and shall, if the Seller so directs, terminate the Interest Rate Swap pursuant to its terms, and (iii) the Servicer shall provide the Trustee, prior to 4:30 p.m. on the related Transfer Date, with new statements substantially in the forms of Exhibit B and Exhibit C to this Series Supplement revised, if necessary, to reflect that the Net Swap Receipt (or any portion thereof) was not received by the Trustee for such Transfer Date. (b) Following the termination of the Interest Rate Swap pursuant to the terms thereof, the Swap Counterparty shall pay to the Trustee the amount of the termination payment, if any, to be made by the Swap Counterparty pursuant to Section 6 of the Interest Rate Swap. The Trustee shall, promptly upon receipt of such termination payment, if any, and at the direction of the Servicer distribute the amount of such termination payment to the Collateral Interest Holder in accordance with subsection 5.01(c). (c) The Trustee, at the direction of the Seller, shall direct the Swap Counterparty to assign its rights and obligations under the Interest Rate Swap to a replacement Swap Counterparty, in the event that the long-term credit rating of the Swap Counterparty is reduced below BBB- by Standard & Poor's or below Baa3 by Moody's or is withdrawn by either Standard & Poor's or Moody's. The Seller shall give Standard & Poor's and Moody's notice of the replacement of the Swap Counterparty as soon as practicable thereafter. (d) The parties hereto agree that all obligations of the Trustee on behalf of the Trust under the Interest Rate Swap shall be paid from, and limited to, funds specifically available therefor pursuant to subsections 4.09(a)(ii) and 4.16(e) of this Series Supplement and that the Trustee shall not be required to expend or risk its own funds or otherwise incur any liability in connection with the Interest Rate Swap. (e) If the Trustee has actual knowledge of any event specified in Section 5 of the Interest Rate Swap, the Trustee shall provide written notice of such event to the Servicer, the Seller and the Rating Agencies. The Seller, upon becoming aware of any event specified in Section 5 of the Interest Rate Swap, whether pursuant to notice from the Trustee or otherwise, shall immediately provide the Trustee with written instructions as to the course of action to be taken under Section 6 of the Interest Rate Swap, including without limitation any notices to be provided and whether or not an Early Termination Date (as defined in the Interest Rate Swap) should be designated and, if so, when such Early Termination Date should be designated. Prior to receiving such written instructions from the Seller, the Trustee shall not designate an Early Termination Date and shall not terminate the Interest Rate Swap. (f) At the request of the Trustee, the Seller shall provide the Trustee with any document the Trustee is required to provide the Swap Counterparty pursuant to Section 4(a) of the Interest Rate Swap. (g) In the event the long-term credit rating of the Swap Counterparty is reduced below AA- by Standard & Poor's or below Aa3 by Moody's or is withdrawn by either Standard & Poor's or Moody's, the Swap Counterparty will be required within 30 days from the date of such reduction or withdrawal to fund an account (the "Interest Reserve Account") in an amount equal to one-twelfth of the product of (a) the Swap Fixed Rate and (b) the Notional Amount as of the Record Date preceding such reduction or withdrawal (the "Required Interest Reserve Amount"). The Swap Counterparty's failure to adequately fund the Interest Reserve Account within 30 days of such reduction or withdrawal shall constitute an "Interest Reserve Account Event."

Interest Rate Swap. (a) T he The Trustee shall enter into the Interest Rate Swap, certain terms of which are set forth herein for the convenience of the parties thereto for incorporation therein by reference, with the Swap Counterparty on the Closing Date. Pursuant to the terms of the Interest Rate Swap, the Swap Counterparty shall pay to the Trustee on each Transfer Date the Net Swap Receipt, if any, plus the amount of any Net Swap Receipt due but not paid with respect to any previous Transfer Date. The Trustee shall deposit such Net Swap Receipts, if any, into the Finance Charge Account and shall apply such amounts as Class A Available Funds pursuant to subsection 4.09(a). In addition, in accordance with the terms of the Interest Rate Swap, the Trustee shall pay to the Swap Counterparty the Net Swap Payment, if any, for such Transfer Date, plus the amount of any Net Swap Payment due but not paid on any previous Transfer Date, from amounts applied pursuant to subsections 4.09(a)(ii). If the Interest Rate Swap has not been terminated and the Trustee has not received any Net Swap Receipt due with respect to the related Distribution Date prior to 10:00 a.m. on the date such payment is due, (i) the Trustee shall notify the Swap Counterparty, the Seller and the Servicer of such fact prior to 12:00 p.m. on such date, (ii) the Trustee, if directed by the Servicer, shall designate an Early Termination Date (as such term is defined in the Interest Rate Swap) pursuant to the Interest Rate Swap and shall, if the Seller so directs, terminate the Interest Rate Swap pursuant to its terms, and (iii) the Servicer shall provide the Trustee, prior to 4:30 p.m. on the related Transfer Date, with new statements substantially in the forms of Exhibit B and Exhibit C to this Series Supplement revised, if necessary, to reflect that the Net Swap Receipt (or any portion thereof) was not received by the Trustee for such Transfer Date.

Interest Rate Swap. At all times during the term of the Loan, the Affiliated Hedge Party shall maintain in effect an Interest Rate Protection Agreement, with a notional amount equal to not less than the Facility Amount and with Bank of America N.A. (aso long as it maintains a Minimum Counterparty Rating) T he Trustee shall enter into or another Counterparty acceptable to Lender having a Minimum Counterparty Rating. If the Affiliated Hedge Party obtains one (1) Interest Rate Protection Agreement, the LIBOR strike rate under the Interest Rate SwapProtection Agreement shall be equal to or less than the Capped LIBOR Rate, certain terms of which are set forth herein for or if the convenience of Affiliated Hedge Party obtains more than one (1) Interest Rate Protection Agreement, the parties thereto for incorporation therein by reference, with the Swap Counterparty on the Closing Date. Pursuant to the terms of blended LIBOR strike rate under the Interest Rate SwapProtection Agreement, as determined by Lender, shall be equal to or less than the Swap Counterparty Capped LIBOR Rate. The Interest Rate Protection Agreement shall pay be in form and substance reasonably satisfactory to Lender. In the Trustee on each Transfer Date the Net Swap Receipt, if any, plus the amount event of any Net Swap Receipt due but not paid with respect downgrade or withdrawal of the rating of such Counterparty by any Rating Agency below the Minimum Counterparty Rating, Borrower shall cause the Affiliated Hedge Party to any previous Transfer Date. The Trustee shall deposit such Net Swap Receipts, if any, into the Finance Charge Account and shall apply such amounts as Class A Available Funds pursuant to subsection 4.09(a). In addition, in accordance with the terms of replace the Interest Rate SwapProtection Agreement not later than thirty (30) Business Days following receipt of notice from Lender of such downgrade or withdrawal with an Interest Rate Protection Agreement in form and substance reasonably satisfactory to Lender (and meeting the requirements set forth in this Section 2.5) from a Counterparty acceptable to Lender having a Minimum Counterparty Rating; provided, however, that if Eurohypo AG is the Trustee Counterparty and any Rating Agency withdraws or downgrades the credit rating of Lender below the Minimum Counterparty Rating, Borrower shall pay not be required to cause the Swap Affiliated Hedge Party to replace the Counterparty the Net Swap Payment, if any, for such Transfer Date, plus the amount of any Net Swap Payment due but not paid on any previous Transfer Date, from amounts applied pursuant to subsections 4.09(a)(ii). If under the Interest Rate Swap has not been terminated and the Trustee has not received any Net Swap Receipt due with respect Protection Agreement provided that within thirty (30) Business Days following Lender’s notice to Borrower of such downgrade or withdrawal Eurohypo AG posts additional collateral acceptable to the related Distribution Date prior to 10:00 a.m. on the date such payment is due, (i) the Trustee shall notify the Swap Counterparty, the Seller and the Servicer of such fact prior to 12:00 p.m. on such date, (ii) the Trustee, if directed by the Servicer, shall designate an Early Termination Date (as such term is defined in Rating Agencies securing its obligations under the Interest Rate Swap) pursuant Protection Agreement. Notwithstanding the foregoing, if S&P or Fitch withdraws or downgrades the credit rating of Eurohypo AG below “A”, or Xxxxx’x withdraws or downgrades the credit rating of Eurohypo AG below “Aa3”, Borrower shall cause the Affiliated Hedge Party to replace the Interest Rate Swap and shall, if the Seller so directs, terminate the Protection Agreement not later than fifteen (15) Business Days following receipt of notice from Lender of such downgrade or withdrawal with an Interest Rate Swap pursuant Protection Agreement in form and substance satisfactory to its terms, Lender (and (iiimeeting the requirements set forth in this Section 2.5) the Servicer shall provide the Trustee, prior from a Counterparty acceptable to 4:30 p.m. on the related Transfer Date, with new statements substantially in the forms of Exhibit B and Exhibit C to this Series Supplement revised, if necessary, to reflect that the Net Swap Receipt (or any portion thereof) was not received by the Trustee for such Transfer DateLender having a Minimum Counterparty Rating.

Interest Rate Swap. (a) T he The Trustee shall enter into the Interest Rate Swap, certain terms of which are set forth herein for the convenience of the parties thereto for incorporation therein by reference, with the Swap Counterparty on the Closing Date. Pursuant to the terms of the Interest Rate Swap, the Swap Counterparty shall pay to the Trustee on each Transfer Date the Net Swap Receipt, if any, plus the amount of any Net Swap Receipt due but not paid with respect to any previous Transfer Date. The Trustee shall deposit such Net Swap Receipts, if any, into the Finance Charge Account and shall apply such amounts as Class A Available Funds pursuant to subsection 4.09(a). In addition, in accordance with the terms of the Interest Rate Swap, the Trustee shall pay to the Swap Counterparty the Net Swap Payment, if any, for such Transfer Date, plus the amount of any Net Swap Payment due but not paid on any previous Transfer Date, from amounts applied pursuant to subsections 4.09(a)(ii). If the Interest Rate Swap has not been terminated and the Trustee has not received any Net Swap Receipt due with respect to the related Distribution Date prior to 10:00 a.m. on the date such payment is due, (i) the Trustee shall notify the Swap Counterparty, the Seller and the Servicer of such fact prior to 12:00 p.m. on such date, (ii) the Trustee, if directed by the Servicer, shall designate an Early Termination Date (as such term is defined in the Interest Rate Swap) pursuant to the Interest Rate Swap and shall, if the Seller so directs, terminate the Interest Rate Swap pursuant to its terms, and (iii) the Servicer shall provide the Trustee, prior to 4:30 p.m. on the related Transfer Date, with new statements substantially in the forms of Exhibit B and Exhibit C to this Series Supplement revised, if necessary, to reflect that the Net Swap Receipt (or any portion thereof) was not received by the Trustee for such Transfer Date. (ooo) Following the termination of the Interest Rate Swap pursuant to the terms thereof, the Swap Counterparty shall pay to the Trustee the amount of the termination payment, if any, to be made by the Swap Counterparty pursuant to Section 6 of the Interest Rate Swap. The Trustee shall, promptly upon receipt of such termination payment, if any, and at the direction of the Servicer distribute the amount of such termination payment to the Seller. (ppp) The Trustee, at the direction of the Seller, shall direct the Swap Counterparty to assign its rights and obligations under the Interest Rate Swap to a replacement Swap Counterparty, in the event that the long-term credit rating of the Swap Counterparty is reduced below BBB- by Standard & Poor's or below Baa3 by Moxxx'x xr is withdrawn by either Standard & Poor's or Moxxx'x. The Seller shall give Standard & Poor's and Moxxx'x xotice of the replacement of the Swap Counterparty as soon as practicable thereafter. (qqq) The parties hereto agree that all obligations of the Trustee on behalf of the Trust under the Interest Rate Swap shall be paid from, and limited to, funds specifically available therefor pursuant to subsections 4.09(a)(ii) and 4.11(l) of this Series Supplement and that the Trustee shall not be required to expend or risk its own funds or otherwise incur any liability in connection with the Interest Rate Swap. (rrr) If the Trustee has actual knowledge of any event specified in Section 5 of the Interest Rate Swap, the Trustee shall provide written notice of such event to the Servicer, the Seller and the Rating Agencies. The Seller, upon becoming aware of any event specified in Section 5 of the Interest Rate Swap, whether pursuant to notice from the Trustee or otherwise, shall immediately provide the Trustee with written instructions as to the course of action to be taken under Section 6 of the Interest Rate Swap, including without limitation any notices to be provided and whether or not an Early Termination Date (as defined in the Interest Rate Swap) should be designated and, if so, when such Early Termination Date should be designated. Prior to receiving such written instructions from the Seller, the Trustee shall not designate an Early Termination Date and shall not terminate the Interest Rate Swap. (sss) At the request of the Trustee, the Seller shall provide the Trustee with any document the Trustee is required to provide the Swap Counterparty pursuant to Section 4(a) of the Interest Rate Swap. (ttt) In the event the long-term credit rating of the Swap Counterparty is reduced below AA- by Standard & Poor's or below Aa3 by Moxxx'x xr is withdrawn by either Standard & Poor's or Moxxx'x, the Swap Counterparty will be required within 30 days from the date of such reduction or withdrawal to fund an account (the "Interest Reserve Account") in an amount equal to one-twelfth of the product of (a) the Swap Fixed Rate and (b) the Notional Amount as of the Record Date preceding such reduction or withdrawal (the "Required Interest Reserve Amount"). The Swap Counterparty's failure to adequately fund the Interest Reserve Account within 30 days of such reduction or withdrawal shall constitute an "Interest Reserve Account Event."

Interest Rate Swap. (a) T he Trustee The Issuer shall enter into the Interest Rate Swap, certain terms of which are set forth herein for the convenience of the parties thereto for incorporation therein by reference, with the Swap Counterparty on the Closing Date. The Interest Rate Swap shall have a termination date which is the earlier of the Payment Date occurring in February 2020 or when the notional amount of the Class A-2 Notes thereunder has been reduced to zero, subject to early termination or partial termination in accordance with the terms of the Interest Rate Swap. The Interest Rate Swap shall have a notional amount for each Interest Accrual Period equal to the Principal Amount of the Class A-2 Notes as of the close of business on the first day of such Interest Accrual Period. Under the Interest Rate Swap, the Issuer shall be the fixed rate payer and shall pay a fixed rate of 7.614% and the Swap Counterparty shall be the floating rate payer and shall pay a floating rate equal to the Note Interest Rate on the Class A-2 Notes. Pursuant to the terms of the Interest Rate Swap, the Swap Counterparty shall pay to the Trustee Trustee, on behalf of the Issuer, on each Transfer Date Payment Date, the Net Swap Receipt, if any, plus the amount of any Net Swap Receipt due but not paid with respect to any previous Transfer Payment Date. The Trustee shall deposit such Net Swap Receipts, if any, into the Finance Charge Collection Account and shall apply such amounts as Class A Available Funds pursuant to subsection 4.09(a)3.1 of this Indenture. In addition, in accordance with the terms of the Interest Rate Swap, the Trustee Issuer shall pay to the Swap Counterparty the Net Swap Payment, if any, for such Transfer Payment Date, plus the amount of any Net Swap Payment due but not paid on any previous Transfer Payment Date, from amounts applied available pursuant to subsections 4.09(a)(iiprovision THIRD of subsection 3.1(a). If . (b) Following the termination of the Interest Rate Swap has not been terminated and pursuant to the terms thereof, the Swap Counterparty shall pay to the Trustee has not received any Net Swap Receipt due with respect for the benefit of the Issuer the amount of the Termination Receipt, if any, to the related Distribution Date prior to 10:00 a.m. on the date such payment is due, (i) the Trustee shall notify be paid by the Swap Counterparty, the Seller and the Servicer of such fact prior Counterparty pursuant to 12:00 p.m. on such date, (ii) the Trustee, if directed by the Servicer, shall designate an Early Termination Date (as such term is defined in the Interest Rate Swap. The Trustee shall, promptly upon receipt of any such Termination Receipt, if any, at the written direction of the Servicer, pay such Termination Receipt to a replacement swap counterparty or deposit such Termination Receipt or the balance thereof not paid to a replacement swap counterparty into the Collection Account to be applied as Available Funds. (c) Following the termination of the Interest Rate Swap pursuant to the terms thereof, the Issuer shall pay to the Swap Counterparty the amount of the Termination Payment, if any, to be made by the Issuer pursuant to the Interest Rate Swap and shallto the extent of funds available therefore under provision NINTH of subsection 3.1(a) or provision SIXTH of Section 11.7, if the Seller so directsapplicable, terminate or provision FOURTEENTH of subsection 3.1(a) or provision TENTH of Section 11.7, if applicable, or if a Sequential Order Event has occurred and is continuing, as provided in subsection 3.1(b). (d) If the Interest Rate Swap pursuant to its termsis terminated for any reason and no successor swap is entered into, and (iii) the Servicer shall provide solicit bids from one or more prospective replacement swap counterparties for the Trusteeprice of a replacement swap agreement with a notional amount equal to the Principal Amount of the Class A-2 Notes. With the consent of the Majority Holders, prior and in either case upon the satisfaction of the Swap Rating Agency Condition, the Issuer will enter into such replacement swap agreement. If the Majority Holders do not consent to 4:30 p.m. on such replacement swap agreement, or the related Transfer DateSwap Rating Agency Condition is not satisfied, with new statements substantially in the forms of Exhibit B and Exhibit C to this Series Supplement revised, if necessary, to reflect that the Net Swap Receipt (or any portion thereof) was Issuer will not received by the Trustee for such Transfer Dateenter into a replacement swap agreement.

Interest Rate Swap. (a) T he Trustee The Issuer shall enter into the Interest Rate Swap, certain terms of which are set forth herein for the convenience of the parties thereto for incorporation therein by reference, with the Swap Counterparty on the Closing Date. The Interest Rate Swap shall have a termination date which is the earlier of the Payment Date occurring in March 2019 or when the notional amount of the Class A-2 Notes thereunder has been reduced to zero, subject to early termination or partial termination in accordance with the terms of the Interest Rate Swap. The Interest Rate Swap shall have a notional amount for each Interest Accrual Period equal to the Principal Amount of the Class A-2 Notes as of the close of business on the first day of such Interest Accrual Period. Under the Interest Rate Swap, the Issuer shall be the fixed rate payer and shall pay a fixed rate of 5.268% and the Swap Counterparty shall be the floating rate payer and shall pay a floating rate of one-month LIBOR as determined under the terms of the Interest Rate Swap from time to time plus 0.15%. Pursuant to the terms of the Interest Rate Swap, the Swap Counterparty shall pay to the Trustee Trustee, on behalf of the Issuer, on each Transfer Date Payment Date, the Net Swap Receipt, if any, plus the amount of any Net Swap Receipt due but not paid with respect to any previous Transfer Payment Date. The Trustee shall deposit such Net Swap Receipts, if any, into the Finance Charge Collection Account and shall apply such amounts as Class A Available Funds pursuant to subsection 4.09(a)3.1 of this Indenture. In addition, in accordance with the terms of the Interest Rate Swap, the Trustee Issuer shall pay to the Swap Counterparty the Net Swap Payment, if any, for such Transfer Payment Date, plus the amount of any Net Swap Payment due but not paid on any previous Transfer Payment Date, from amounts applied available pursuant to subsections 4.09(a)(iiprovision THIRD of subsection 3.1(a). If . (b) Following the termination of the Interest Rate Swap has not been terminated and pursuant to the terms thereof, the Swap Counterparty shall pay to the Trustee has not received any Net Swap Receipt due with respect for the benefit of the Issuer the amount of the Termination Receipt, if any, to the related Distribution Date prior to 10:00 a.m. on the date such payment is due, (i) the Trustee shall notify be paid by the Swap Counterparty, the Seller and the Servicer of such fact prior Counterparty pursuant to 12:00 p.m. on such date, (ii) the Trustee, if directed by the Servicer, shall designate an Early Termination Date (as such term is defined in the Interest Rate Swap. The Trustee shall, promptly upon receipt of any such Termination Receipt, if any, at the written direction of the Servicer, pay such Termination Receipt to a replacement swap counterparty or deposit such Termination Receipt or the balance thereof not paid to a replacement swap counterparty into the Collection Account to be applied as Available Funds. (c) Following the termination of the Interest Rate Swap pursuant to the terms thereof, the Issuer shall pay to the Swap Counterparty the amount of the Termination Payment, if any, to be made by the Issuer pursuant to the Interest Rate Swap and shallto the extent of funds available therefore under provision TENTH of subsection 3.1(a) or provision NINTH of Section 11.7, if the Seller so directsapplicable, terminate or provision FOURTEENTH of subsection 3.1(a) or provision THIRTEENTH of Section 11.7, if applicable, or if a Sequential Order Event has occurred and is continuing, as provided in subsection 3.1(b). (d) If the Interest Rate Swap pursuant to its termsis terminated for any reason and no successor swap is entered into, and (iii) the Servicer shall provide solicit bids from one or more prospective replacement swap counterparties for the Trustee, prior price of a replacement swap agreement with a notional amount equal to 4:30 p.m. on the related Transfer Date, with new statements substantially in Principal Amount of the forms Class A-2 Notes. With the consent of Exhibit B and Exhibit C to this Series Supplement revised(A) the Insurer, if necessaryno Insurer Default has occurred and is continuing or (B) during the continuation of an Insurer Default with the consent of the Majority Holders of the Class A Notes and the Majority Holders of the Class B Notes, and in either case upon the satisfaction of the Swap Rating Agency Condition, the Issuer will enter into such replacement swap agreement. If (A) the Insurer, if no Insurer Default has occurred and is continuing or (B) during the continuation of an Insurer Default, the Majority Holders of the Class A Notes and the Majority Holders of the Class B Notes does or do not consent to reflect that such replacement swap agreement, or the Net Swap Receipt (or any portion thereof) was Rating Agency Condition is not received by satisfied, the Trustee for such Transfer DateIssuer will not enter into a replacement swap agreement.

Interest Rate Swap. (a) T he Trustee The Trustee, on behalf of the Trust, shall enter into the Interest Rate Swap, certain terms of which are set forth herein for the convenience of the parties thereto for incorporation therein by reference, with the Swap Counterparty on the Closing Date. Pursuant to the terms of the Interest Rate Swap, the Swap Counterparty shall pay to the Trustee on each Transfer Distribution Date the Net Swap Receipt, if any, plus the amount of any Net Swap Receipt due but not paid with respect to any previous Transfer Distribution Date. The Trustee shall deposit such Net Swap Receipts, if any, into the Finance Charge Collection Account and shall apply such amounts as Class A Available Funds pursuant to subsection 4.09(a4.05(a). In addition, in accordance with the terms of the Interest Rate Swap, the Trustee shall pay to the Swap Counterparty the Net Swap Payment, if any, for such Transfer Distribution Date, plus the amount of any Net Swap Payment due but not paid on any previous Transfer Distribution Date, from amounts applied pursuant to subsections 4.09(a)(iisubsection 4.05(a)(ii). If the Interest Rate Swap has not been terminated and the Trustee has not received any Net Swap Receipt due with respect to the related Distribution Date prior to 10:00 a.m. (New York City time) on the date such payment is due, (i) the Trustee shall notify the Swap Counterparty, the Seller and the Servicer of such fact prior to 12:00 p.m. (New York City time) on such date, (ii) the Trustee, if directed by the Servicer, shall designate an Early Termination Date (as such term is defined in the Interest Rate Swap) pursuant to the Interest Rate Swap and shall, if the Seller so directs, terminate the Interest Rate Swap pursuant to its terms, and (iii) the Servicer shall provide the Trustee, prior to 4:30 p.m. (New York City time) on the related Transfer Distribution Date, with new statements substantially in the forms of Exhibit B and Exhibit C to this Series Supplement revised, if necessary, to reflect that the Net Swap Receipt (or any portion thereof) was not received by the Trustee for such Transfer Distribution Date. (b) In the event that the Trustee, on behalf of the Trust, is able to calculate Market Quotation (as such term is defined in the Interest Rate Swap) pursuant to Part 1(f) of the Schedule to the Interest Rate Swap, the Trustee, on behalf of the Trust, shall use its reasonable best efforts to enter into a replacement Interest Rate Swap and any amount received by the Trustee, on behalf of the Trust, from the replacement Swap Counterparty will be paid to the replaced Swap Counterparty as soon as reasonably practicable following receipt of such amount. (c) Following the termination of the Interest Rate Swap pursuant to the terms thereof, the Swap Counterparty shall pay to the Trustee the amount of the termination payment, if any, to be made by the Swap Counterparty pursuant to Section 6 of the Interest Rate Swap. The Trustee shall, promptly upon receipt of such termination payment, if any, distribute the amount of such termination payment to the Collateral Interest Holder in accordance with Section 5.01. (d) The Trustee, at the direction of the Servicer, shall direct the Swap Counterparty to assign its rights and obligations under the Interest Rate Swap to a replacement Swap Counterparty in the event that the long-term, senior unsecured debt rating of the Swap Counterparty is reduced below BBB- by Standard & Poor's or below Baa3 by Xxxxx'x or is withdrawn by either Standard & Poor's or Xxxxx'x. The Servicer shall give Standard & Poor's and Xxxxx'x notice of the replacement of the Swap Counterparty as soon as practicable thereafter. (e) The parties hereto agree that, except to the extent specifically provided in subsection 4.12(b) above, all obligations of the Trustee on behalf of the Trust under the Interest Rate Swap shall be paid from, and limited to, funds specifically available therefor pursuant to subsection 4.05(a)(ii) of this Supplement and that the Trustee shall not be required to expend or risk its own funds or otherwise incur any liability in connection with the Interest Rate Swap. (f) If the Trustee has actual knowledge of any event specified in Section 5 of the Interest Rate Swap, the Trustee shall provide written notice of such event to the Servicer, the Seller and each Rating Agency. The Seller, upon becoming aware of any event specified in Section 5 of the Interest Rate Swap, whether pursuant to notice from the Trustee or otherwise, shall immediately provide the Trustee with written instructions as to the course of action to be taken under Section 6 of the Interest Rate Swap, including, without limitation, any notices to be provided and whether or not an Early Termination Date (as such term is defined in the Interest Rate Swap) should be designated and, if so, when such Early Termination Date should be designated. Prior to receiving such written instructions from the Seller, the Trustee shall not designate an Early Termination Date and shall not terminate the Interest Rate Swap. (g) At the request of the Trustee, the Seller shall provide the Trustee with any document the Trustee is required to provide the Swap Counterparty pursuant to Section 4(a) of the Interest Rate Swap.

Interest Rate Swap. (a) T he The Trustee shall enter into the Interest Rate Swap, certain terms of which are set forth herein for the convenience of the parties thereto for incorporation therein by reference, with the Swap Counterparty on the Closing Date. Pursuant to the terms of the Interest Rate Swap, the Swap Counterparty shall pay to the Trustee on each Transfer Date the Net Swap Receipt, if any, plus the amount of any Net Swap Receipt due but not paid with respect to any previous Transfer Date. The Trustee shall deposit such Net Swap Receipts, if any, into the Finance Charge Account and shall apply such amounts as Class A Available Funds pursuant to subsection 4.09(a). In addition, in accordance with the terms of the Interest Rate Swap, the Trustee shall pay to the Swap Counterparty the Net Swap Payment, if any, for such Transfer Date, plus the amount of any Net Swap Payment due but not paid on any previous Transfer Date, from amounts applied pursuant to subsections 4.09(a)(ii). If the Interest Rate Swap has not been terminated and the Trustee has not received any Net Swap Receipt due with respect to the related Distribution Date prior to 10:00 a.m. on the date such payment is due, (i) the Trustee shall notify the Swap Counterparty, the Seller and the Servicer of such fact prior to 12:00 p.m. on such date, (ii) the Trustee, if directed by the Servicer, shall designate an Early Termination Date (as such term is defined in the Interest Rate Swap) pursuant to the Interest Rate Swap and shall, if the Seller so directs, terminate the Interest Rate Swap pursuant to its terms, and (iii) the Servicer shall provide the Trustee, prior to 4:30 p.m. on the related Transfer Date, with new statements substantially in the forms of Exhibit B and Exhibit C to this Series Supplement revised, if necessary, to reflect that the Net Swap Receipt (or any portion thereof) was not received by the Trustee for such Transfer Date. (b) Following the termination of the Interest Rate Swap pursuant to the terms thereof, the Swap Counterparty shall pay to the Trustee the amount of the termination payment, if any, to be made by the Swap Counterparty pursuant to Section 6 of the Interest Rate Swap. The Trustee shall, promptly upon receipt of such termination payment, if any, and at the direction of the Servicer distribute the amount of such termination payment to the Collateral Interest Holder in accordance with subsection 5.01(c). (c) The Trustee, at the direction of the Seller, shall direct the Swap Counterparty to assign its rights and obligations under the Interest Rate Swap to a replacement Swap Counterparty, in the event that the long-term, senior unsecured debt rating of the Swap Counterparty is reduced below BBB- by Standard & Poor's or below Baa3 by Xxxxx'x or is withdrawn by either Standard & Poor's or Xxxxx'x. The Seller shall give Standard & Poor's and Xxxxx'x notice of the replacement of the Swap Counterparty as soon as practicable thereafter. (d) The parties hereto agree that all obligations of the Trustee on behalf of the Trust under the Interest Rate Swap shall be paid from, and limited to, funds specifically available therefor pursuant to subsections 4.09(a)(ii) and 4.16(e) of this Series Supplement and that the Trustee shall not be required to expend or risk its own funds or otherwise incur any liability in connection with the Interest Rate Swap. (e) If the Trustee has actual knowledge of any event specified in Section 5 of the Interest Rate Swap, the Trustee shall provide written notice of such event to the Servicer, the Seller and the Rating Agencies. The Seller, upon becoming aware of any event specified in Section 5 of the Interest Rate Swap, whether pursuant to notice from the Trustee or otherwise, shall immediately provide the Trustee with written instructions as to the course of action to be taken under Section 6 of the Interest Rate Swap, including without limitation any notices to be provided and whether or not an Early Termination Date (as defined in the Interest Rate Swap) should be designated and, if so, when such Early Termination Date should be designated. Prior to receiving such written instructions from the Seller, the Trustee shall not designate an Early Termination Date and shall not terminate the Interest Rate Swap. (f) At the request of the Trustee, the Seller shall provide the Trustee with any document the Trustee is required to provide the Swap Counterparty pursuant to Section 4(a) of the Interest Rate Swap. (g) In the event the long-term, senior unsecured debt rating of the Swap Counterparty is reduced below AA- by Standard & Poor's or is withdrawn by Standard & Poor's, the Swap Counterparty will be required within 30 days from the date of such reduction or withdrawal to fund an account (the "Interest Reserve Account") in an amount equal to one-twelfth of the product of (a) the Swap Fixed Rate and (b) the Fixed Rate Notional Amount as of the Record Date preceding such reduction or withdrawal (the "Required Interest Reserve Amount"). The Swap Counterparty's failure to adequately fund the Interest Reserve Account within 30 days of such reduction or withdrawal shall constitute an "Interest Reserve Account Event."

Interest Rate Swap. (a) T he Trustee The Issuer shall enter into the Interest Rate Swap, certain terms of which are set forth herein for the convenience of the parties thereto for incorporation therein by reference, with the Swap Counterparty on the Closing Date. The Interest Rate Swap shall have a termination date which is the earliest of December 15, 2015 or when the notional amount thereunder has been reduced to zero, subject to early termination in accordance with the terms of the Interest Rate Swap. The Interest Rate Swap shall have a notional amount for each Interest Accrual Period equal to the Adjusted Principal Amount of the Class A-2 Notes as of the close of business on the first day of such Interest Accrual Period. Under the Interest Rate Swap, the Issuer shall be the fixed rate payer and shall pay a fixed rate of 3.20% and the Swap Counterparty shall be the floating rate payer and shall pay a floating rate of LIBOR plus 0.45%. Pursuant to the terms of the Interest Rate Swap, the Swap Counterparty shall pay to the Trustee Trustee, on behalf of the Issuer, on each Transfer Date Payment Date, the Net Swap Receipt, if any, plus the amount of any Net Swap Receipt due but not paid with respect to any previous Transfer Payment Date. The Trustee shall deposit such Net Swap Receipts, if any, into the Finance Charge Collection Account and shall apply such amounts as Class A Available Funds pursuant to subsection 4.09(a)3.1 of this Indenture. In addition, in accordance with the terms of the Interest Rate Swap, the Trustee Issuer shall pay to the Swap Counterparty the Net Swap Payment, if any, for such Transfer Payment Date, plus the amount of any Net Swap Payment due but not paid on any previous Transfer Payment Date, from amounts applied available pursuant to subsections 4.09(a)(iiprovision THIRD of subsection 3.1(a). (b) Following the termination of the Interest Rate Swap pursuant to the terms thereof, the Swap Counterparty shall pay to the Trustee for the benefit of the Issuer the amount of the Termination Receipt, if any, to be made by the Swap Counterparty pursuant to the Interest Rate Swap. The Trustee shall, promptly upon receipt of any such Termination Receipt, if any, at the written direction of the Servicer, deposit such Termination Receipt into the Collection Account to be applied as Available Funds. (c) Following the termination of the Interest Rate Swap pursuant to the terms thereof, the Issuer shall pay to the Swap Counterparty the amount of the Termination Payment, if any, to be made by the Issuer pursuant to the Interest Rate Swap to the extent of funds available therefore under provision TENTH of subsection 3.1(a), if applicable, or provision FIFTEENTH, if applicable, or if a Sequential Order Event has occurred and is continuing, as provided in subsection 3.1(b). (d) The Interest Rate Swap shall provide that if a Ratings Event (as defined below) shall occur and be continuing with respect to the Swap Counterparty, then the Swap Counterparty shall (A) within five Business Days of such Ratings Event, give notice to the Issuer of the occurrence of such Ratings Event, and (B) use reasonable efforts to transfer (at its own cost) the Swap Counterparty's rights and obligations under the Interest Rate Swap to another party, subject to satisfaction of the Rating Agency Condition solely in respect of the Class A-2 Notes. If a Ratings Event occurs, the Issuer, to the extent it has been notified of such event, shall notify the Trustee and the Servicer. Unless such a transfer by the Swap Counterparty has occurred within 20 Business Days after the occurrence of a Ratings Event, the Issuer shall demand that the Swap Counterparty post Eligible Collateral, as defined in the Interest Rate Swap, to secure the Issuer's exposure or potential exposure to the Swap Counterparty. The Eligible Collateral to be posted shall be subject to satisfaction of the Rating Agency Condition solely in respect of the Class A-2 Notes. Valuation and posting of Eligible Collateral shall be made as of each Payment Date as provided in the Interest Rate Swap. Notwithstanding the posting of Eligible Collateral, the Swap Counterparty shall continue to use reasonable efforts to transfer its rights and obligations under the Interest Rate Swap to an acceptable third party; provided, however, that the Swap Counterparty's obligations to find a transferee and to post Eligible Collateral shall remain in effect only for so long as a Ratings Event is continuing. (e) The Interest Rate Swap shall provide that a "Ratings Event" will occur with respect to the Swap Counterparty if the long-term and short-term senior unsecured deposit ratings of the Swap Counterparty cease to be at least A and A-1 by S&P, or at least A1 and P-1 by Xxxxx'x, or at least A and F1 by Fitch, to the extent such obligations are rated by S&P or Xxxxx'x or Fitch. The Interest Rate Swap shall further provide that if the long-term and short-term senior unsecured deposit ratings of the Swap Counterparty cease to be at least A2 and P-1 by Xxxxx'x, then the Swap Counterparty shall not be entitled to post Eligible Collateral, as defined in the Interest Rate Swap, but rather shall be required to use reasonable efforts to transfer the Swap Counterparty's rights and obligations under the Interest Rate Swap to an eligible transferee within 20 Business Days of the publication date of such downgrade. If the Interest Rate Swap has not been is terminated for any reason and the Trustee has not received any Net Swap Receipt due with respect to the related Distribution Date prior to 10:00 a.m. on the date such payment no successor swap is dueentered into, (i) the Trustee shall notify the Swap Counterparty, the Seller and the Servicer of such fact prior to 12:00 p.m. on such date, (ii) the Trustee, if directed by the Servicer, shall designate an Early Termination Date (as such term is defined in the Interest Rate Swap) pursuant to the Interest Rate Swap and shall, if the Seller so directs, terminate the Interest Rate Swap pursuant to its terms, and (iii) the Servicer shall provide solicit bids from three or more prospective replacement swap counterparties for the Trusteeprice of a replacement swap agreement with a notional amount equal to the outstanding principal amount of the Class A-2 Notes. With the consent of Noteholders representing 51% or more of the Aggregate Principal Amount at such time, prior and upon satisfaction of the Rating Agency Condition solely in respect of the Class A-2 Notes, the Issuer will enter into such replacement swap agreement. If Noteholders representing 51% or more of the Aggregate Principal Amount do not consent to 4:30 p.m. on such replacement swap agreement, or if such Rating Agency Condition is not met, the related Transfer Date, with new statements substantially in the forms of Exhibit B and Exhibit C to this Series Supplement revised, if necessary, to reflect that the Net Swap Receipt (or any portion thereof) was Issuer will not received by the Trustee for such Transfer Dateenter into a replacement swap agreement.

Interest Rate Swap. (annn) T he The Trustee shall enter into the Interest Rate Swap, certain terms of which are set forth herein for the convenience of the parties thereto for incorporation therein by reference, with the Swap Counterparty on the Closing Date. Pursuant to the terms of the Interest Rate Swap, the Swap Counterparty shall pay to the Trustee on each Transfer Date the Net Swap Receipt, if any, plus the amount of any Net Swap Receipt due but not paid with respect to any previous Transfer Date. The Trustee shall deposit such Net Swap Receipts, if any, into the Finance Charge Account and shall apply such amounts as Class A Available Funds pursuant to subsection 4.09(a). In addition, in accordance with the terms of the Interest Rate Swap, the Trustee shall pay to the Swap Counterparty the Net Swap Payment, if any, for such Transfer Date, plus the amount of any Net Swap Payment due but not paid on any previous Transfer Date, from amounts applied pursuant to subsections 4.09(a)(ii). If the Interest Rate Swap has not been terminated and the Trustee has not received any Net Swap Receipt due with respect to the related Distribution Date prior to 10:00 a.m. on the date such payment is due, (i) the Trustee shall notify the Swap Counterparty, the Seller and the Servicer of such fact prior to 12:00 p.m. on such date, (ii) the Trustee, if directed by the Servicer, shall designate an Early Termination Date (as such term is defined in the Interest Rate Swap) pursuant to the Interest Rate Swap and shall, if the Seller so directs, terminate the Interest Rate Swap pursuant to its terms, and (iii) the Servicer shall provide the Trustee, prior to 4:30 p.m. on the related Transfer Date, with new statements substantially in the forms of Exhibit B and Exhibit C to this Series Supplement revised, if necessary, to reflect that the Net Swap Receipt (or any portion thereof) was not received by the Trustee for such Transfer Date. (ooo) Following the termination of the Interest Rate Swap pursuant to the terms thereof, the Swap Counterparty shall pay to the Trustee the amount of the termination payment, if any, to be made by the Swap Counterparty pursuant to Section 6 of the Interest Rate Swap. The Trustee shall, promptly upon receipt of such termination payment, if any, and at the direction of the Servicer distribute the amount of such termination payment to the Seller. (ppp) The Trustee, at the direction of the Seller, shall direct the Swap Counterparty to assign its rights and obligations under the Interest Rate Swap to a replacement Swap Counterparty, in the event that the long-term credit rating of the Swap Counterparty is reduced below BBB- by Standard & Poor's or below Baa3 by Moodx'x xx is withdrawn by either Standard & Poor's or Moodx'x. Xhe Seller shall give Standard & Poor's and Moodx'x xxxice of the replacement of the Swap Counterparty as soon as practicable thereafter. (qqq) The parties hereto agree that all obligations of the Trustee on behalf of the Trust under the Interest Rate Swap shall be paid from, and limited to, funds specifically available therefor pursuant to subsections 4.09(a)(ii) and 4.11(l) of this Series Supplement and that the Trustee shall not be required to expend or risk its own funds or otherwise incur any liability in connection with the Interest Rate Swap. (rrr) If the Trustee has actual knowledge of any event specified in Section 5 of the Interest Rate Swap, the Trustee shall provide written notice of such event to the Servicer, the Seller and the Rating Agencies. The Seller, upon becoming aware of any event specified in Section 5 of the Interest Rate Swap, whether pursuant to notice from the Trustee or otherwise, shall immediately provide the Trustee with written instructions as to the course of action to be taken under Section 6 of the Interest Rate Swap, including without limitation any notices to be provided and whether or not an Early Termination Date (as defined in the Interest Rate Swap) should be designated and, if so, when such Early Termination Date should be designated. Prior to receiving such written instructions from the Seller, the Trustee shall not designate an Early Termination Date and shall not terminate the Interest Rate Swap. (sss) At the request of the Trustee, the Seller shall provide the Trustee with any document the Trustee is required to provide the Swap Counterparty pursuant to Section 4(a) of the Interest Rate Swap. (ttt) In the event the long-term credit rating of the Swap Counterparty is reduced below AA- by Standard & Poor's or below Aa3 by Moodx'x xx is withdrawn by either Standard & Poor's or Moodx'x, xxe Swap Counterparty will be required within 30 days from the date of such reduction or withdrawal to fund an account (the "Interest Reserve Account") in an amount equal to one-twelfth of the product of (a) the Swap Fixed Rate and (b) the Notional Amount as of the Record Date preceding such reduction or withdrawal (the "Required Interest Reserve Amount"). The Swap Counterparty's failure to adequately fund the Interest Reserve Account within 30 days of such reduction or withdrawal shall constitute an "Interest Reserve Account Event."

Interest Rate Swap. (a) T he Trustee The Issuer shall enter into the Interest Rate Swap, certain terms of which are set forth herein for the convenience of the parties thereto for incorporation therein by reference, with the Swap Counterparty on the Closing Date. The Interest Rate Swap shall have a termination date which is the earlier of the Payment Date occurring in April 2020 or when the notional amount of the Notes has been reduced to zero, subject to early termination or partial termination in accordance with the terms of the Interest Rate Swap. The Interest Rate Swap shall have a notional amount for each Interest Accrual Period equal to the Principal Amount of the Notes as of the close of business on the first day of such Interest Accrual Period. Pursuant to the terms of the Interest Rate Swap, the Swap Counterparty shall pay to the Trustee Trustee, on behalf of the Issuer, on each Transfer Date Payment Date, the Net Swap Receipt, if any, plus the amount of any Net Swap Receipt due but not paid with respect to any previous Transfer Payment Date. The Trustee shall deposit such Net Swap Receipts, if any, into the Finance Charge Collection Account and shall apply such amounts as Class A Available Funds pursuant to subsection 4.09(a)3.1 of this Indenture. In addition, in accordance with the terms of the Interest Rate Swap, the Trustee Issuer shall pay to the Swap Counterparty the Net Swap Payment, if any, for such Transfer Payment Date, plus the amount of any Net Swap Payment due but not paid on any previous Transfer Payment Date, from amounts applied available pursuant to subsections 4.09(a)(iiprovision THIRD of subsection 3.1(a). If . (b) Following the termination of the Interest Rate Swap has not been terminated and pursuant to the terms thereof, the Swap Counterparty shall pay to the Trustee has not received any Net Swap Receipt due with respect for the benefit of the Issuer the amount of the Termination Receipt, if any, to the related Distribution Date prior to 10:00 a.m. on the date such payment is due, (i) the Trustee shall notify be paid by the Swap Counterparty, the Seller and the Servicer of such fact prior Counterparty pursuant to 12:00 p.m. on such date, (ii) the Trustee, if directed by the Servicer, shall designate an Early Termination Date (as such term is defined in the Interest Rate Swap. The Trustee shall, promptly upon receipt of any such Termination Receipt, if any, at the written direction of the Servicer, pay such Termination Receipt to a replacement swap counterparty or deposit such Termination Receipt or the balance thereof not paid to a replacement swap counterparty into the Collection Account to be applied as Available Funds. (c) Following the termination of the Interest Rate Swap pursuant to the terms thereof, the Issuer shall pay to the Swap Counterparty the amount of the Termination Payment, if any, to be made by the Issuer pursuant to the Interest Rate Swap and shallto the extent of funds available therefore under provision NINTH of subsection 3.1(a) or provision SIXTH of Section 11.7, if the Seller so directsapplicable, terminate or provision SEVENTEENTH of subsection 3.1(a) or provision FOURTEENTH of Section 11.7, if applicable, or if a Sequential Order Event has occurred and is continuing, as provided in subsection 3.1(b). (d) If the Interest Rate Swap pursuant to its termsis terminated for any reason and no successor swap is entered into, and (iii) the Servicer shall provide solicit bids from one or more prospective replacement swap counterparties for the Trusteeprice of a replacement swap agreement with a notional amount equal to the Principal Amount of the Notes. With the consent of the Consent Parties, prior to 4:30 p.m. on and in either case upon the related Transfer Datesatisfaction of the Rating Agency Condition, with new statements substantially in the forms of Exhibit B and Exhibit C to this Series Supplement revised, if necessary, to reflect that the Net Swap Receipt (or any portion thereof) was not received by the Trustee for Issuer will enter into such Transfer Date.replacement swap

Interest Rate Swap. (a) T he Trustee The Issuer shall enter into the Interest Rate Swap, certain terms of which are set forth herein for the convenience of the parties thereto for incorporation therein by reference, with the Swap Counterparty on the Closing Date. The Interest Rate Swap shall have a termination date which is the earlier of May 20, 2016 or when the notional amount thereunder has been reduced to zero, subject to early termination in accordance with the terms of the Interest Rate Swap. The Interest Rate Swap shall have a notional amount for each Interest Accrual Period equal to the Principal Amount of the Class A-2 Notes as of the close of business on the first day of such Interest Accrual Period. Under the Interest Rate Swap, the Issuer shall be the fixed rate payer and shall pay a fixed rate of 3.7465% and the Swap Counterparty shall be the floating rate payer and shall pay a floating rate of LIBOR plus 0.18%. Pursuant to the terms of the Interest Rate Swap, the Swap Counterparty shall pay to the Trustee Trustee, on behalf of the Issuer, on each Transfer Date Payment Date, the Net Swap Receipt, if any, plus the amount of any Net Swap Receipt due but not paid with respect to any previous Transfer Payment Date. The Trustee shall deposit such Net Swap Receipts, if any, into the Finance Charge Collection Account and shall apply such amounts as Class A Available Funds pursuant to subsection 4.09(a)3.1 of this Indenture. In addition, in accordance with the terms of the Interest Rate Swap, the Trustee Issuer shall pay to the Swap Counterparty the Net Swap Payment, if any, for such Transfer Payment Date, plus the amount of any Net Swap Payment due but not paid on any previous Transfer Payment Date, from amounts applied available pursuant to subsections 4.09(a)(iiprovision THIRD of subsection 3.1(a). (b) Following the termination of the Interest Rate Swap pursuant to the terms thereof, the Swap Counterparty shall pay to the Trustee for the benefit of the Issuer the amount of the Termination Receipt, if any, to be paid by the Swap Counterparty pursuant to the Interest Rate Swap. The Trustee shall, promptly upon receipt of any such Termination Receipt, if any, at the written direction of the Servicer, deposit such Termination Receipt into the Collection Account to be applied as Available Funds. (c) Following the termination of the Interest Rate Swap pursuant to the terms thereof, the Issuer shall pay to the Swap Counterparty the amount of the Termination Payment, if any, to be made by the Issuer pursuant to the Interest Rate Swap to the extent of funds available therefore under provision NINTH of subsection 3.1(a) or Section 11.7, if applicable, or provision THIRTEENTH of subsection 3.1(a) or provision ELEVENTH of Section 11.7, if applicable, or if a Rapid Amortization Event has occurred and is continuing, as provided in subsection 3.1(b). (d) The Interest Rate Swap shall provide that if a Ratings Event (as defined below) shall occur and be continuing with respect to the Swap Counterparty, then the Swap Counterparty shall (A) within five Business Days of such Ratings Event, give notice to the Issuer and the Insurer of the occurrence of such Ratings Event, and (B) use reasonable efforts to transfer (at its own cost) the Swap Counterparty’s rights and obligations under the Interest Rate Swap to another party, subject to satisfaction of the Swap Rating Agency Condition solely in respect of the Class A-2 Notes. If a Ratings Event occurs, the Issuer, to the extent it has been notified of such event, shall notify the Trustee, the Insurer and the Servicer. Unless such a transfer by the Swap Counterparty has occurred within 20 Business Days after the occurrence of a Ratings Event, the Issuer shall demand that the Swap Counterparty post Eligible Collateral, as defined in the Interest Rate Swap, to secure the Issuer’s exposure or potential exposure to the Swap Counterparty and the Eligible Collateral shall be provided in accordance with a credit support annex as provided in the Interest Rate Swap. The Eligible Collateral to be posted and the credit support annex shall be subject to satisfaction of the Swap Rating Agency Condition solely in respect of the Class A-2 Notes. Valuation and posting of Eligible Collateral shall be made as of each Payment Date or more frequently as provided in the Interest Rate Swap. Notwithstanding the addition of the credit support annex and the posting of Eligible Collateral, the Swap Counterparty shall continue to use reasonable efforts to transfer its rights and obligations under the Interest Rate Swap to an acceptable third party; provided, however, that the Swap Counterparty’s obligations to find a transferee and to post Eligible Collateral shall remain in effect only for so long as a Ratings Event is continuing. (e) The Interest Rate Swap shall provide that a “Ratings Event” will occur with respect to the Swap Counterparty if such party is not rated by at least two of S&P, Mxxxx’x and Fitch, or if the long-term and short-term senior unsecured deposit ratings of the Swap Counterparty cease to be at least Aa3 and P-1 by Mxxxx’x or are withdrawn by Mxxxx’x, or cease to be at least A and A-1 by S&P or at least A and F1 by Fitch, to the extent such obligations are rated by S&P or Mxxxx’x or Fitch. The Interest Rate Swap shall further provide that if the long-term and short-term senior unsecured deposit ratings of the Swap Counterparty cease to be at least A2 and P-1 by Mxxxx’x or at least A- and A-1 by S&P, then the Swap Counterparty shall not be entitled to post Eligible Collateral, as defined in the Interest Rate Swap, but rather shall be required to use reasonable efforts to transfer the Swap Counterparty’s rights and obligations under the Interest Rate Swap to an eligible transferee. If the Interest Rate Swap has not been is terminated for any reason and the Trustee has not received any Net Swap Receipt due with respect to the related Distribution Date prior to 10:00 a.m. on the date such payment no successor swap is dueentered into, (i) the Trustee shall notify the Swap Counterparty, the Seller and the Servicer of such fact prior to 12:00 p.m. on such date, (ii) the Trustee, if directed by the Servicer, shall designate an Early Termination Date (as such term is defined in the Interest Rate Swap) pursuant to the Interest Rate Swap and shall, if the Seller so directs, terminate the Interest Rate Swap pursuant to its terms, and (iii) the Servicer shall provide solicit bids from three or more prospective replacement swap counterparties for the Trustee, prior price of a replacement swap agreement with a notional amount equal to 4:30 p.m. on the related Transfer Date, with new statements substantially in outstanding principal amount of the forms Class A-2 Notes. With the consent of Exhibit B and Exhibit C to this Series Supplement revised(A) the Insurer, if necessaryno Insurer Default has occurred and is continuing or (B) during the continuation of an Insurer Default, the Noteholders of greater than 50% of the Aggregate Principal Amount of the Notes, and in either case upon satisfaction of the Swap Rating Agency Condition solely in respect of the Class A-2 Notes, the Issuer will enter into such replacement swap agreement. If (A) the Insurer, if no Insurer Default has occurred and is continuing or (B) during the continuation of an Insurer Default, the Noteholders of greater than 50% of the Aggregate Principal Amount of the Notes does not consent to reflect that such replacement swap agreement, or if such Swap Rating Agency Condition is not met, the Net Swap Receipt (or any portion thereof) was Issuer will not received by the Trustee for such Transfer Dateenter into a replacement swap agreement.

Interest Rate Swap. (a) T he Trustee The Servicer hereby represents that it has obtained the Interest Rate Swap in favor of the Trust for the benefit of the Series 1997-1 Certificateholders. The Interest Rate Swap shall enter into entitle the Trust to receive monthly Net Trust Swap Receipts and Make-Whole Receipts (together with interest thereon calculated pursuant to the Interest Rate Swap), certain terms of which are set forth herein for if any, and shall obligate the convenience of the parties thereto for incorporation therein by reference, Trust to make monthly Net Trust Swap Payments and Make-Whole Payments (together with the Swap Counterparty on the Closing Date. Pursuant interest thereon calculated pursuant to the terms of the Interest Rate Swap, the Swap Counterparty shall pay to the Trustee on each Transfer Date the Net Swap Receipt), if any, plus the amount of any Net Swap Receipt due but not paid with respect to any previous Transfer Date. The Trustee shall deposit such Net Swap Receipts, if any, into the Finance Charge Account and shall apply such amounts as Class A Available Funds pursuant to subsection 4.09(a). In addition, set forth in accordance with the terms of the Interest Rate Swap. (b) On the Determination Date preceding each Distribution Date, commencing with the Initial Distribution Date, the Trustee Servicer shall pay to determine the Swap Counterparty excess, if any (the Net Swap Payment"Carry-over Shortfall"), of (x) the Carry-over Amount, if any, for such Transfer Date, plus Distribution Date over (y) the amount of any Net which will be available to be distributed to the Swap Payment due but not paid Counterparty in respect thereof on any previous Transfer Date, from amounts applied such Distribution Date pursuant to subsections 4.09(a)(ii)this Series Supplement. If the Interest Rate Swap has not been terminated and the Trustee has not received any Net Swap Receipt due Carry-over Shortfall with respect to any Distribution Date is greater than zero, the Carry-over Shortfall together with an additional amount ("Additional Carry-over Amount") equal to the product of (i) the Swap Rate (calculated pursuant to clause (a) of the definition thereof) for the Interest Period commencing on the related Distribution Date prior to 10:00 a.m. on the date such payment is due(or, (i) the Trustee shall notify for subsequent Interest Periods, the Swap Counterparty, Rate (calculated pursuant to clause (a) of the Seller and the Servicer of definition thereof) for such fact prior to 12:00 p.m. on such datesubsequent Interest Periods), (ii) such Carry-over Shortfall (or the Trustee, if directed by the Servicer, shall designate an Early Termination Date (as such term is defined in the Interest Rate Swap) pursuant portion thereof which has not been paid to the Interest Rate Swap and shall, if the Seller so directs, terminate the Interest Rate Swap pursuant to its terms, Counterparty) and (iii) a fraction, the Servicer shall provide numerator of which is the Trustee, prior to 4:30 p.m. on the related Transfer Date, with new statements substantially actual number of days elapsed in the forms of Exhibit B and Exhibit C to this Series Supplement revised, if necessary, to reflect that the Net Swap Receipt such Interest Period (or in a subsequent Interest Period) and the denominator of which is 360, shall be payable as provided herein to the Swap Counterparty on each Distribution Date following such Distribution Date to the Distribution Date on which such Carry-over Shortfall is paid to the Swap Counterparty. Notwithstanding anything to the contrary herein, any portion thereof) was not received Additional Carry-Over Amount shall be payable or distributed to the Swap Counterparty only to the extent permitted by the Trustee for such Transfer Dateapplicable law.

Interest Rate Swap. (a) T he The Trustee shall enter into the Interest Rate Swap, certain terms of which are set forth herein for the convenience of the parties thereto for incorporation therein by reference, with the Swap Counterparty on the Closing Date. Pursuant to the terms of the Interest Rate Swap, the Swap Counterparty shall pay to the Trustee on each Transfer Date the Net Swap Receipt, if any, plus the amount of any Net Swap Receipt due but not paid with respect to any previous Transfer Date. The Trustee shall deposit such Net Swap Receipts, if any, into the Finance Charge Account and shall apply such amounts as Class A Available Funds pursuant to subsection 4.09(a). In addition, in accordance with the terms of the Interest Rate Swap, the Trustee shall pay to the Swap Counterparty the Net Swap Payment, if any, for such Transfer Date, plus the amount of any Net Swap Payment due but not paid on any previous Transfer Date, from amounts applied pursuant to subsections 4.09(a)(ii). If the Interest Rate Swap has not been terminated and the Trustee has not received any Net Swap Receipt due with respect to the related Distribution Date prior to 10:00 a.m. on the date such payment is due, (i) the Trustee shall notify the Swap Counterparty, the Seller and the Servicer of such fact prior to 12:00 p.m. on such date, (ii) the Trustee, if directed by the Servicer, shall designate an Early Termination Date (as such term is defined in the Interest Rate Swap) pursuant to the Interest Rate Swap and shall, if the Seller so directs, terminate the Interest Rate Swap pursuant to its terms, and (iii) the Servicer shall provide the Trustee, prior to 4:30 p.m. on the related Transfer Date, with new statements substantially in the forms of Exhibit B and Exhibit C to this Series Supplement revised, if necessary, to reflect that the Net Swap Receipt (or any portion thereof) was not received by the Trustee for such Transfer Date. (b) Following the termination of the Interest Rate Swap pursuant to the terms thereof, the Swap Counterparty shall pay to the Trustee the amount of the termination payment, if any, to be made by the Swap Counterparty pursuant to Section 6 of the Interest Rate Swap. The Trustee shall, promptly upon receipt of such termination payment, if any, and at the direction of the Servicer distribute the amount of such termination payment to the Collateral Interest Holder in accordance with subsection 5.01(c). (c) The Trustee, at the direction of the Seller, shall direct the Swap Counterparty to assign its rights and obligations under the Interest Rate Swap to a replacement Swap Counterparty, in the event that the long-term, senior unsecured debt rating of the Swap Counterparty is reduced below BBB- by Standard & Poor's or below Baa3 by Mxxxx'x or is withdrawn by either Standard & Poor's or Mxxxx'x. The Seller shall give Standard & Poor's and Mxxxx'x notice of the replacement of the Swap Counterparty as soon as practicable thereafter. (d) The parties hereto agree that all obligations of the Trustee on behalf of the Trust under the Interest Rate Swap shall be paid from, and limited to, funds specifically available therefor pursuant to subsections 4.09(a)(ii) and 4.16(e) of this Series Supplement and that the Trustee shall not be required to expend or risk its own funds or otherwise incur any liability in connection with the Interest Rate Swap. (e) If the Trustee has actual knowledge of any event specified in Section 5 of the Interest Rate Swap, the Trustee shall provide written notice of such event to the Servicer, the Seller and the Rating Agencies. The Seller, upon becoming aware of any event specified in Section 5 of the Interest Rate Swap, whether pursuant to notice from the Trustee or otherwise, shall immediately provide the Trustee with written instructions as to the course of action to be taken under Section 6 of the Interest Rate Swap, including without limitation any notices to be provided and whether or not an Early Termination Date (as defined in the Interest Rate Swap) should be designated and, if so, when such Early Termination Date should be designated. Prior to receiving such written instructions from the Seller, the Trustee shall not designate an Early Termination Date and shall not terminate the Interest Rate Swap. (f) At the request of the Trustee, the Seller shall provide the Trustee with any document the Trustee is required to provide the Swap Counterparty pursuant to Section 4(a) of the Interest Rate Swap. (g) In the event (i) the short-term senior debt rating of the Swap Counterparty from Standard & Poor's is below A-1, or is withdrawn by Standard & Poor's, or (ii) in the case of a replacement Swap Counterparty assuming the interests and obligations of the original Swap Counterparty under the Interest Rate Swap that does not have a short-term senior debt rating from Standard & Poor's, the long- term senior debt rating of such replacement Swap Counterparty from Standard & Poor's is below A+ or is withdrawn by Standard & Poor's, the Swap Counterparty will be required within 30 days from the date of such rating or withdrawal to fund an account (the "Interest Reserve Account") in an amount equal to one-twelfth of the product of (a) the Swap Fixed Rate and (b) the Fixed Rate Notional Amount as of the Record Date preceding such rating or withdrawal (the "Required Interest Reserve Amount"). The Swap Counterparty's failure to adequately fund the Interest Reserve Account within 30 days of such rating or withdrawal shall constitute an "Interest Reserve Account Event."

Interest Rate Swap. (a) T he Trustee shall The Issuer will not enter into any Interest Rate Swap unless (i) as of the date that such Interest Rate Swap is entered into, the related Swap Counterparty has the Swap Required Ratings and (ii) such Interest Rate Swap provides that, if (A) the related Swap Counterparty fails to have the Swap Required Ratings or (B) any Rating Agency gives notice to the Issuer, the Indenture Trustee or the Administrator that the credit support, if any, with respect to the Swap Counterparty is no longer deemed adequate to maintain the then-current rating on the Class A Notes, within 30 days of such rating withdrawal, downgrade or notification (unless each such Rating Agency has reconfirmed the rating of each Class of Notes which was in effect immediately prior to such withdrawal or downgrade or notification), such Swap Counterparty will (1) assign the swap transaction to another counterparty that has the Swap Required Ratings and is approved by the Issuer (which approval will not be unreasonably withheld) on terms substantially similar to such Interest Rate Swap, certain terms of which are set forth herein for the convenience of the parties thereto for incorporation therein by reference(2) obtain a guaranty of, with or a contingent agreement of, another person that has the Swap Counterparty on the Closing Date. Pursuant Required Ratings to the terms of the honor such Swap Counterparty's obligations under such Interest Rate Swap, provided that such other person is approved by the Issuer (which approval will not be unreasonably withheld), (3) post xxxx-to-market collateral, pursuant to a collateral support agreement acceptable to the Issuer, which will be sufficient to restore any downgrade or withdrawal in the ratings of the Notes attributable to such Swap Counterparty's failure to have the Swap Counterparty shall pay Required Ratings, or (4) establish any other arrangement satisfactory to the Trustee on Issuer and to the applicable Rating Agency, in each Transfer Date case, sufficient to satisfy the Net Swap Receipt, if any, plus Rating Agency Confirmation. Promptly following the amount termination of any Net Swap Receipt due but not paid with respect to any previous Transfer Date. The Trustee shall deposit such Net Swap Receipts, if any, into the Finance Charge Account and shall apply such amounts as Class A Available Funds pursuant to subsection 4.09(a). In addition, in accordance with the terms of the Interest Rate Swap, the Trustee shall pay to the Swap Counterparty the Net Swap Payment, if any, for such Transfer Date, plus the amount of any Net Swap Payment due but not paid on any previous Transfer Date, from amounts applied pursuant to subsections 4.09(a)(ii). If the Interest Rate Swap has not been terminated and the Trustee has not received any Net Swap Receipt due with respect to the related Distribution Date prior to 10:00 a.m. on the date such payment is due, (i) the Trustee shall notify the Swap Counterparty, the Seller and the Servicer an Event of such fact prior to 12:00 p.m. on such date, (ii) the Trustee, if directed by the Servicer, shall designate an Early Default or Termination Date Event (as each such term is defined in the such Interest Rate Swap) pursuant ), the Issuer will use reasonable efforts to the enter into a replacement Interest Rate Swap and shall, if the Seller so directs, terminate the on terms similar to those of such terminated Interest Rate Swap with an eligible swap counterparty unless the Indenture Trustee sells the Collateral pursuant to its terms, and (iii) the Servicer shall provide the Trustee, prior to 4:30 p.m. on the related Transfer Date, with new statements substantially in the forms of Exhibit B and Exhibit C to this Series Supplement revised, if necessary, to reflect that the Net Swap Receipt (or any portion thereof) was not received by the Trustee for such Transfer DateSection 5.6(a)(iv).

Interest Rate Swap. (a) T he Trustee The Issuer shall enter into the Interest Rate Swap, certain terms of which are set forth herein for the convenience of the parties thereto for incorporation therein by reference, with the Swap Counterparty on the Closing Date. The Interest Rate Swap shall have a termination date which is the earlier of the Payment Date occurring in September 2019 or when the notional amount of the Class A-2 Notes thereunder has been reduced to zero, subject to early termination or partial termination in accordance with the terms of the Interest Rate Swap. The Interest Rate Swap shall have a notional amount for each Interest Accrual Period equal to the Principal Amount of the Class A-2 Notes as of the close of business on the first day of such Interest Accrual Period. Under the Interest Rate Swap, the Issuer shall be the fixed rate payer and shall pay a fixed rate of 5.508% and the Swap Counterparty shall be the floating rate payer and shall pay a floating rate of one-month LIBOR as determined under the terms of the Interest Rate Swap from time to time plus 1.00%. Pursuant to the terms of the Interest Rate Swap, the Swap Counterparty shall pay to the Trustee Trustee, on behalf of the Issuer, on each Transfer Date Payment Date, the Net Swap Receipt, if any, plus the amount of any Net Swap Receipt due but not paid with respect to any previous Transfer Payment Date. The Trustee shall deposit such Net Swap Receipts, if any, into the Finance Charge Collection Account and shall apply such amounts as Class A Available Funds pursuant to subsection 4.09(a)3.1 of this Indenture. In addition, in accordance with the terms of the Interest Rate Swap, the Trustee Issuer shall pay to the Swap Counterparty the Net Swap Payment, if any, for such Transfer Payment Date, plus the amount of any Net Swap Payment due but not paid on any previous Transfer Payment Date, from amounts applied available pursuant to subsections 4.09(a)(iiprovision THIRD of subsection 3.1(a). If . (b) Following the termination of the Interest Rate Swap has not been terminated and pursuant to the terms thereof, the Swap Counterparty shall pay to the Trustee has not received any Net Swap Receipt due with respect for the benefit of the Issuer the amount of the Termination Receipt, if any, to the related Distribution Date prior to 10:00 a.m. on the date such payment is due, (i) the Trustee shall notify be paid by the Swap Counterparty, the Seller and the Servicer of such fact prior Counterparty pursuant to 12:00 p.m. on such date, (ii) the Trustee, if directed by the Servicer, shall designate an Early Termination Date (as such term is defined in the Interest Rate Swap. The Trustee shall, promptly upon receipt of any such Termination Receipt, if any, at the written direction of the Servicer, pay such Termination Receipt to a replacement swap counterparty or deposit such Termination Receipt or the balance thereof not paid to a replacement swap counterparty into the Collection Account to be applied as Available Funds. (c) Following the termination of the Interest Rate Swap pursuant to the terms thereof, the Issuer shall pay to the Swap Counterparty the amount of the Termination Payment, if any, to be made by the Issuer pursuant to the Interest Rate Swap and shallto the extent of funds available therefore under provision NINTH of subsection 3.1(a) or provision NINTH of Section 11.7, if the Seller so directsapplicable, terminate or provision THIRTEENTH of subsection 3.1(a) or provision ELEVENTH of Section 11.7, if applicable, or if a Rapid Amortization Event has occurred and is continuing, as provided in subsection 3.1(b). (d) If the Interest Rate Swap pursuant to its termsis terminated for any reason and no successor swap is entered into, and (iii) the Servicer shall provide solicit bids from one or more prospective replacement swap counterparties for the Trustee, prior price of a replacement swap agreement with a notional amount equal to 4:30 p.m. on the related Transfer Date, with new statements substantially in Principal Amount of the forms Class A-2 Notes. With the consent of Exhibit B and Exhibit C to this Series Supplement revised(A) the Insurer, if necessaryno Insurer Default has occurred and is continuing or (B) during the continuation of an Insurer Default, the Majority Holders, and in either case upon the satisfaction of the Swap Rating Agency Condition, the Issuer will enter into such replacement swap agreement. If (A) the Insurer, if no Insurer Default has occurred and is continuing or (B) during the continuation of an Insurer Default, the Majority Holders does or do not consent to reflect that such replacement swap agreement, or the Net Swap Receipt (or any portion thereof) was Rating Agency Condition is not received by satisfied, the Trustee for such Transfer DateIssuer will not enter into a replacement swap agreement.

Interest Rate Swap. (a) T he Trustee The Issuer shall enter into the Interest Rate Swap, certain terms of which are set forth herein for the convenience of the parties thereto for incorporation therein by reference, with the Swap Counterparty on the Closing Date. The Interest Rate Swap shall have a termination date which is the earlier of the Payment Date occurring in May 2018 or when the notional amount thereunder has been reduced to zero, subject to early termination in accordance with the terms of the Interest Rate Swap. The Interest Rate Swap shall have a notional amount for each Interest Accrual Period equal to the Principal Amount of the Class A-2 Notes as of the close of business on the first day of such Interest Accrual Period. Under the Interest Rate Swap, the Issuer shall be the fixed rate payer and shall pay a fixed rate of 5.874% and the Swap Counterparty shall be the floating rate payer and shall pay a floating rate of one-month LIBOR as determined from time to time plus 0.15%. Pursuant to the terms of the Interest Rate Swap, the Swap Counterparty shall pay to the Trustee Trustee, on behalf of the Issuer, on each Transfer Date Payment Date, the Net Swap Receipt, if any, plus the amount of any Net Swap Receipt due but not paid with respect to any previous Transfer Payment Date. The Trustee shall deposit such Net Swap Receipts, if any, into the Finance Charge Collection Account and shall apply such amounts as Class A Available Funds pursuant to subsection 4.09(a)3.1 of this Indenture. In addition, in accordance with the terms of the Interest Rate Swap, the Trustee Issuer shall pay to the Swap Counterparty the Net Swap Payment, if any, for such Transfer Payment Date, plus the amount of any Net Swap Payment due but not paid on any previous Transfer Payment Date, from amounts applied available pursuant to subsections 4.09(a)(iiprovision THIRD of subsection 3.1(a). (b) Following the termination of the Interest Rate Swap pursuant to the terms thereof, the Swap Counterparty shall pay to the Trustee for the benefit of the Issuer the amount of the Termination Receipt, if any, to be paid by the Swap Counterparty pursuant to the Interest Rate Swap. The Trustee shall, promptly upon receipt of any such Termination Receipt, if any, at the written direction of the Servicer, deposit such Termination Receipt into the Collection Account to be applied as Available Funds. (c) Following the termination of the Interest Rate Swap pursuant to the terms thereof, the Issuer shall pay to the Swap Counterparty the amount of the Termination Payment, if any, to be made by the Issuer pursuant to the Interest Rate Swap to the extent of funds available therefore under provision NINTH of subsection 3.1(a) or Section 11.7, if applicable, or provision THIRTEENTH of subsection 3.1(a) or provision ELEVENTH of Section 11.7, if applicable, or if a Rapid Amortization Event has occurred and is continuing, as provided in subsection 3.1(b). (d) The Interest Rate Swap shall provide that if a Ratings Event (as defined below) shall occur and be continuing with respect to the Swap Counterparty, then the Swap Counterparty shall (A) within five Business Days of such Ratings Event, give notice to the Issuer and the Insurer of the occurrence of such Ratings Event, and (B) use reasonable efforts to transfer (at its own cost) the Swap Counterparty’s rights and obligations under the Interest Rate Swap to another party, which is an Acceptable Replacement Swap Counterparty, with such amendments to the Interest Rate Swap as have been approved by the Insurer (acting in a commercially reasonable manner), and subject to the Swap Rating Agency Condition. If a Ratings Event occurs, the Issuer, to the extent it has been notified of such event, shall notify the Trustee, the Insurer and the Servicer. Unless such a transfer by the Swap Counterparty has occurred within 20 Business Days after the occurrence of a Ratings Event, the Issuer shall demand that the Swap Counterparty post Eligible Collateral, as defined in the Interest Rate Swap, to secure the Issuer’s exposure or potential exposure to the Swap Counterparty and the Eligible Collateral shall be provided in accordance with a credit support annex as provided in the Interest Rate Swap. Valuation and posting of Eligible Collateral shall be made as of each Payment Date or more frequently as provided in the Interest Rate Swap. Notwithstanding the addition of the credit support annex and the posting of Eligible Collateral, the Swap Counterparty shall continue to use reasonable efforts to transfer its rights and obligations under the Interest Rate Swap to an Acceptable Replacement Swap Counterparty; provided, however, that the Swap Counterparty’s obligations to find a transferee and to post Eligible Collateral shall remain in effect only for so long as a Ratings Event is continuing. (e) The Interest Rate Swap shall provide that a “Ratings Event” will occur with respect to the Swap Counterparty if the long-term and short-term senior unsecured deposit ratings of the Swap Counterparty cease to be at least “Aa3” and “P-1” by Xxxxx’x or are withdrawn by Xxxxx’x, or cease to be at least “A” and “A-1” by S&P, or at least “A” and “F1” by Fitch (to the extent such obligations are rated by S&P, Xxxxx’x or Fitch). The Interest Rate Swap shall further provide that if the long-term and short-term senior unsecured deposit ratings of the Swap Counterparty cease to be at least “A2” and “P-1” by Xxxxx’x or at least “A-” and “A-1” by S&P, then the Swap Counterparty shall not be entitled to post Eligible Collateral, as defined in the Interest Rate Swap, but rather shall be required to use reasonable efforts to transfer the Swap Counterparty’s rights and obligations under the Interest Rate Swap to an eligible transferee. If the Interest Rate Swap has not been is terminated for any reason and the Trustee has not received any Net Swap Receipt due with respect to the related Distribution Date prior to 10:00 a.m. on the date such payment no successor swap is dueentered into, (i) the Trustee shall notify the Swap Counterparty, the Seller and the Servicer of such fact prior to 12:00 p.m. on such date, (ii) the Trustee, if directed by the Servicer, shall designate an Early Termination Date (as such term is defined in the Interest Rate Swap) pursuant to the Interest Rate Swap and shall, if the Seller so directs, terminate the Interest Rate Swap pursuant to its terms, and (iii) the Servicer shall provide solicit bids from one or more prospective replacement swap counterparties for the Trustee, prior price of a replacement swap agreement with a notional amount equal to 4:30 p.m. on the related Transfer Date, with new statements substantially in outstanding principal amount of the forms Class A-2 Notes. With the consent of Exhibit B and Exhibit C to this Series Supplement revised(A) the Insurer, if necessaryno Insurer Default has occurred and is continuing or (B) during the continuation of an Insurer Default, to reflect the Noteholders of greater than 50% of the Aggregate Principal Amount of the Notes, and in either case upon written confirmation from each Rating Agency that the Net Swap Receipt replacement swap agreement will not result in a downgrade or withdrawal of its then-current rating on any Class of Notes, the Issuer will enter into such replacement swap agreement. If (A) the Insurer, if no Insurer Default has occurred and is continuing or any portion thereof(B) was during the continuation of an Insurer Default, the Noteholders of greater than 50% of the Aggregate Principal Amount of the Notes does not consent to such replacement swap agreement, or written confirmation is not received by from each Rating Agency, the Trustee for such Transfer DateIssuer will not enter into a replacement swap agreement.

Interest Rate Swap. (a) T he Trustee At the expiration of the Tranche A Availability Period, Borrower shall enter into one (1) or more Interest Rate Agreements with an Acceptable Counterparty on the terms set forth in Schedule 2.9 with respect to at least 50% of the Tranche A Loans outstanding at any time. At the expiration of the Tranche B Availability Period, Borrower shall enter into one (1) or more Interest Rate Agreements with an Acceptable Counterparty on the terms set forth in Schedule 2.9 with respect to at least 50% of the Tranche B Loans outstanding at any time. In addition, to the extent, at any time after the expiration of the Tranche B Availability Period, less than 75% of the Loans outstanding at any time are subject to the Interest Rate SwapAgreements, certain terms of which are set forth herein for Borrower shall, promptly upon the convenience written request of the parties thereto for incorporation therein by referenceAgents and the Majority Lenders, with at any time when the Swap Counterparty on Majority Lenders or the Closing Date. Pursuant Agents reasonably believe that interest rate changes may result in the Loans not being repaid in full at least six (6) months prior to the terms Cash Reallocation Date, update the Base Case Forecast with respect to each Tranche with then-current inputs and assumptions and such updated Base Case Forecasts for each Tranche shall demonstrate, to the satisfaction of the Agents and the Lenders, that the amounts expected to be deposited into the Revenue Account and applied in accordance with Section 7.2(a) would cause the final Scheduled Payment Date relating to any Funded Projects included in such Tranche to precede the Cash Reallocation Date applicable to such Projects by at least six (6) months. If the foregoing condition is not satisfied, Borrower shall, upon written request of the Agents and the Majority Lenders, enter into an Interest Rate Swap, Agreement with an Acceptable Counterparty pursuant to Section 2.9 within fifteen (15) days of the Swap Counterparty shall pay date of such request with respect to the Trustee on each Transfer Date the Net Swap Receipt, if any, plus the an additional principal amount of any Net Swap Receipt due but not paid Loans then outstanding sufficient to cause the final Scheduled Payment Date with respect to any previous Transfer DateFunded Project included in such Tranche to precede the Cash Reallocation Date for such Project by at least six (6) months. The Trustee initial notional amount for such Interest Rate Agreement shall deposit such Net Swap Receipts, if any, into equal the Finance Charge Account relevant Project Loan Balance then outstanding and shall apply decline over the life of such amounts as Class A Available Funds pursuant Interest Rate Agreement so that the notional amount thereof on any Scheduled Payment Date shall be equal to subsection 4.09(a). In addition, in accordance with the terms lower of the initial notional amount of such Interest Rate Swap, Agreement and the Trustee shall pay to the Swap Counterparty the Net Swap Payment, if any, Permitted Loan Balance for such Transfer Date, plus the amount of any Net Swap Payment due but not paid on any previous Transfer Date, from amounts applied pursuant to subsections 4.09(a)(ii). If the Interest Rate Swap has not been terminated and the Trustee has not received any Net Swap Receipt due with respect to the related Distribution Date prior to 10:00 a.m. on the date such payment is due, (i) the Trustee shall notify the Swap Counterparty, the Seller and the Servicer of such fact prior to 12:00 p.m. Project on such date, (ii) the Trustee, if directed by the Servicer, shall designate an Early Termination Date (as such term is defined in the Interest Rate Swap) pursuant to the Interest Rate Swap and shall, if the Seller so directs, terminate the Interest Rate Swap pursuant to its terms, and (iii) the Servicer shall provide the Trustee, prior to 4:30 p.m. on the related Transfer Date, with new statements substantially in the forms of Exhibit B and Exhibit C to this Series Supplement revised, if necessary, to reflect that the Net Swap Receipt (or any portion thereof) was not received by the Trustee for such Transfer Date.

Interest Rate Swap. (a) T he The Trustee shall enter into the Interest Rate Swap, certain terms of which are set forth herein for the convenience of the parties thereto for incorporation therein by reference, with the Swap Counterparty on the Closing Date. Pursuant to the terms of the Interest Rate Swap, the Swap Counterparty shall pay to the Trustee on each Transfer Date the Net Swap Receipt, if any, plus the amount of any Net Swap Receipt due but not paid with respect to any previous Transfer Date. The Trustee shall deposit such Net Swap Receipts, if any, into the Finance Charge Account and shall apply such amounts as Class A Available Funds pursuant to subsection 4.09(a). In addition, in accordance with the terms of the Interest Rate Swap, the Trustee shall pay to the Swap Counterparty the Net Swap Payment, if any, for such Transfer Date, plus the amount of any Net Swap Payment due but not paid on any previous Transfer Date, from amounts applied pursuant to subsections 4.09(a)(ii). If the Interest Rate Swap has not been terminated and the Trustee has not received any Net Swap Receipt due with respect to the related Distribution Date prior to 10:00 a.m. on the date such payment is due, (i) the Trustee shall notify the Swap Counterparty, the Seller and the Servicer of such fact prior to 12:00 p.m. on such date, (ii) the Trustee, if directed by the Servicer, shall designate an Early Termination Date (as such term is defined in the Interest Rate Swap) pursuant to the Interest Rate Swap and shall, if the Seller so directs, terminate the Interest Rate Swap pursuant to its terms, and (iii) the Servicer shall provide the Trustee, prior to 4:30 p.m. on the related Transfer Date, with new statements substantially in the forms of Exhibit B and Exhibit C to this Series Supplement revised, if necessary, to reflect that the Net Swap Receipt (or any portion thereof) was not received by the Trustee for such Transfer Date. (b) Following the termination of the Interest Rate Swap pursuant to the terms thereof, the Swap Counterparty shall pay to the Trustee the amount of the termination payment, if any, to be made by the Swap Counterparty pursuant to Section 6 of the Interest Rate Swap. The Trustee shall, promptly upon receipt of such termination payment, if any, and at the direction of the Servicer distribute the amount of such termination payment to the Collateral Interest Holder in accordance with subsection 5.01(c). (c) The Trustee, at the direction of the Seller, shall direct the Swap Counterparty to assign its rights and obligations under the Interest Rate Swap to a replacement Swap Counterparty, in the event that the long-term, senior unsecured debt rating of the Swap Counterparty is reduced below BBB- by Standard & Poor's or below Baa3 by Moody's or is withdrawn by either Standard & Poor's or Moody's. The Seller shall give Standard & Poor's and Moody's notice of the replacement of the Swap Counterparty as soon as practicable thereafter. (d) The parties hereto agree that all obligations of the Trustee on behalf of the Trust under the Interest Rate Swap shall be paid from, and limited to, funds specifically available therefor pursuant to subsections 4.09(a)(ii) and 4.16(e) of this Series Supplement and that the Trustee shall not be required to expend or risk its own funds or otherwise incur any liability in connection with the Interest Rate Swap. (e) If the Trustee has actual knowledge of any event specified in Section 5 of the Interest Rate Swap, the Trustee shall provide written notice of such event to the Servicer, the Seller and the Rating Agencies. The Seller, upon becoming aware of any event specified in Section 5 of the Interest Rate Swap, whether pursuant to notice from the Trustee or otherwise, shall immediately provide the Trustee with written instructions as to the course of action to be taken under Section 6 of the Interest Rate Swap, including without limitation any notices to be provided and whether or not an Early Termination Date (as defined in the Interest Rate Swap) should be designated and, if so, when such Early Termination Date should be designated. Prior to receiving such written instructions from the Seller, the Trustee shall not designate an Early Termination Date and shall not terminate the Interest Rate Swap. (f) At the request of the Trustee, the Seller shall provide the Trustee with any document the Trustee is required to provide the Swap Counterparty pursuant to Section 4(a) of the Interest Rate Swap. (g) In the event (i) the short-term senior debt rating of the Swap Counterparty from Standard & Poor's is below A-1, or is withdrawn by Standard & Poor's, or (ii) in the case of a replacement Swap Counterparty assuming the interests and obligations of the original Swap Counterparty under the Interest Rate Swap that does not have a short-term senior debt rating from Standard & Poor's, the long- term senior debt rating of such replacement Swap Counterparty from Standard & Poor's is below A+ or is withdrawn by Standard & Poor's, the Swap Counterparty will be required within 30 days from the date of such rating or withdrawal to fund an account (the "Interest Reserve Account") in an amount equal to one-twelfth of the product of (a) the Swap Fixed Rate and (b) the Fixed Rate Notional Amount as of the Record Date preceding such rating or withdrawal (the "Required Interest Reserve Amount"). The Swap Counterparty's failure to adequately fund the Interest Reserve Account within 30 days of such rating or withdrawal shall constitute an "Interest Reserve Account Event."

Interest Rate Swap. (a) T he The Trustee shall enter into the Interest Rate Swap, certain terms of which are set forth herein for the convenience of the parties thereto for incorporation therein by reference, with the Swap Counterparty on the Closing Date. Pursuant to the terms of the Interest Rate Swap, the Swap Counterparty shall pay to the Trustee on each Transfer Date the Net Swap Receipt, if any, plus the amount of any Net Swap Receipt due but not paid with respect to any previous Transfer Date. The Trustee shall deposit such Net Swap Receipts, if any, into the Finance Charge Account and shall apply such amounts as Class A Available Funds pursuant to subsection 4.09(a). In addition, in accordance with the terms of the Interest Rate Swap, the Trustee shall pay to the Swap Counterparty the Net Swap Payment, if any, for such Transfer Date, plus the amount of any Net Swap Payment due but not paid on any previous Transfer Date, from amounts applied pursuant to subsections 4.09(a)(ii). If the Interest Rate Swap has not been terminated and the Trustee has not received any Net Swap Receipt due with respect to the related Distribution Date prior to 10:00 a.m. on the date such payment is due, (i) the Trustee shall notify the Swap Counterparty, the Seller Transferor and the Servicer of such fact prior to 12:00 p.m. on such date, (ii) the Trustee, if directed by the Servicer, shall designate an Early Termination Date (as such term is defined in the Interest Rate Swap) pursuant to the Interest Rate Swap and shall, if the Seller Transferor so directs, terminate the Interest Rate Swap pursuant to its terms, and (iii) the Servicer shall provide the Trustee, prior to 4:30 p.m. on the related Transfer Date, with new statements substantially in the forms of Exhibit B and Exhibit C to this Series Supplement revised, if necessary, to reflect that the Net Swap Receipt (or any portion thereof) was not received by the Trustee for such Transfer Date. (b) Following the termination of the Interest Rate Swap pursuant to the terms thereof, the Swap Counterparty shall pay to the Trustee the amount of the termination payment, if any, to be made by the Swap Counterparty pursuant to Section 6 of the Interest Rate Swap. The Trustee shall, promptly upon receipt of such termination payment, if any, and at the direction of the Servicer distribute the amount of such termination payment to the Collateral Interest Holder in accordance with subsection 5.01(c). (c) The Trustee, at the direction of the Transferor, shall direct the Swap Counterparty to assign its rights and obligations under the Interest Rate Swap to a replacement Swap Counterparty, in the event that the long-term, unsecured, unsubordinated debt obligation rating or financial program rating (or other similar rating) of the Swap Counterparty is reduced below BBB- by Standard & Poor's or below Baa3 by Xxxxx'x or is withdrawn by either Standard & Poor's or Xxxxx'x. The Transferor shall give Standard & Poor's and Xxxxx'x notice of the replacement of the Swap Counterparty as soon as practicable thereafter. (d) The parties hereto agree that all obligations of the Trustee on behalf of the Trust under the Interest Rate Swap shall be paid from, and limited to, funds specifically available therefor pursuant to subsections 4.09(a)(ii) and 4.16(e) of this Series Supplement and that the Trustee shall not be required to expend or risk its own funds or otherwise incur any liability in connection with the Interest Rate Swap. (e) If the Trustee has actual knowledge of any event specified in Section 5 of the Interest Rate Swap, the Trustee shall provide written notice of such event to the Servicer, the Transferor and the Rating Agencies. The Transferor, upon becoming aware of any event specified in Section 5 of the Interest Rate Swap, whether pursuant to notice from the Trustee or otherwise, shall immediately provide the Trustee with written instructions as to the course of action to be taken under Section 6 of the Interest Rate Swap, including without limitation any notices to be provided and whether or not an Early Termination Date (as defined in the Interest Rate Swap) should be designated and, if so, when such Early Termination Date should be designated. Prior to receiving such written instructions from the Transferor, the Trustee shall not designate an Early Termination Date and shall not terminate the Interest Rate Swap. (f) At the request of the Trustee, the Transferor shall provide the Trustee with any document the Trustee is required to provide the Swap Counterparty pursuant to Section 4(a) of the Interest Rate Swap. (g) In the event the long-term, unsecured, unsubordinated debt obligation rating or financial program rating (or other similar rating) of the Swap Counterparty is reduced below AA- by Standard & Poor's or is withdrawn by Standard & Poor's, the Swap Counterparty will be required within 30 days from the date of such reduction or withdrawal to fund an account (the "Interest Reserve Account") in an amount equal to one-twelfth of the product of (a) the Swap Fixed Rate and (b) the Notional Amount as of the Record Date preceding such reduction or withdrawal (the "Required Interest Reserve Amount"). The Swap Counterparty's failure to adequately fund the Interest Reserve Account within 30 days of such reduction or withdrawal shall constitute an "Interest Reserve Account Event."

Interest Rate Swap. (a) T he Trustee The Trustee, on behalf of the Trust, shall enter into the Interest Rate Swap, certain terms of which are set forth herein for the convenience of the parties thereto for incorporation therein by reference, with the Swap Counterparty on the Closing Date. Pursuant to the terms of the Interest Rate Swap, the Swap Counterparty shall pay to the Trustee Trustee, on behalf of the Trust, on each Transfer Date the Net Swap Receipt, if any, plus the amount of any Net Swap Receipt due but not paid with respect to any previous Transfer Distribution Date. The Trustee Trustee, on behalf of the Trust, shall deposit such Net Swap Receipts, if any, into the Finance Charge Collection Account and shall apply such amounts as Class A Available Funds pursuant to subsection 4.09(a4.5(a). In addition, in accordance with the terms of the Interest Rate Swap, the Trustee shall pay to the Swap Counterparty the Net Swap Payment, if any, for such Transfer Date, plus the amount of any Net Swap Payment due but not paid on any previous Transfer Date, from amounts applied pursuant to subsections 4.09(a)(ii4.5(a)(ii). If the Interest Rate Swap has not been terminated and the Trustee has not received any Net Swap Receipt due with respect to the related Distribution Transfer Date prior to 10:00 a.m. on the date such payment is due, (i) the Trustee shall notify the Swap Counterparty, the Seller and the Servicer of such fact prior to 12:00 p.m. on such date, (ii) the Trustee, if directed in writing by the Servicer, shall designate an Early Termination Date (as such term is defined in the Interest Rate Swap) pursuant to the Interest Rate Swap and shall, if the Seller so directs, terminate the Interest Rate Swap pursuant to its terms, and (iii) the Servicer shall provide the Trustee, prior to 4:30 p.m. on the related Transfer Date, with new statements substantially in the forms of Exhibit B and Exhibit C to this Series Supplement revised, if necessary, to reflect that the Net Swap Receipt (or any portion thereof) was not received by the Trustee for such Transfer Date. (b) Following the termination of the Interest Rate Swap pursuant to the terms thereof, the Swap Counterparty shall pay to the Trustee the amount of the termination payment, if any, to be made by the Swap Counterparty pursuant to Section 6 of the Interest Rate Swap. The Trustee shall, promptly upon receipt of such termination payment, if any, and at the written direction of the Servicer distribute the amount of such termination payment to the Collateral Interest Holder in accordance with subsection 5.1(e). (c) The Trustee, at the written direction of the Seller, shall direct the Swap Counterparty to assign its rights and obligations under the Interest Rate Swap to a replacement Swap Counterparty, in the event that the long-term, senior unsecured debt rating of the Swap Counterparty is reduced below BBB- by Standard & Poor's or below Baa3 by Moody's. The Seller shall, for such purposes, monitor the ratings of the Swap Counterparty and the Trustee shall not be responsible for monitoring the ratings of the Swap Counterparty. The Seller shall give Standard & Poor's and Moody's notice of the replacement of the Swap Counterparty as soon as practicable thereafter. (d) The parties hereto agree that all obligations of the Trustee on behalf of the Trust under the Interest Rate Swap shall be paid from, and limited to, funds specifically available therefor pursuant to subsections 4.5(a)(ii) and 4.15(e) of this Series Supplement and that the Trustee shall not be required to expend or risk its own funds or otherwise incur any liability in connection with the Interest Rate Swap. (e) If a Responsible Officer of the Trustee has actual knowledge of any event specified in Section 5 of the Interest Rate Swap, the Trustee shall provide written notice of such event to the Servicer, the Seller and the Rating Agencies. The Trustee, however, shall not be required to monitor such events. The Seller, upon becoming aware of any event specified in Section 5 of the Interest Rate Swap, whether pursuant to notice from the Trustee or otherwise, shall immediately provide the Trustee with written instructions as to the course of action to be taken under Section 6 of the Interest Rate Swap, including without limitation any notices to be provided and whether or not an Early Termination Date (as defined in the Interest Rate Swap) should be designated and, if so, when such Early Termination Date should be designated. Prior to receiving such written instructions from the Seller, the Trustee shall not designate an Early Termination Date and shall not terminate the Interest Rate Swap. (f) At the request of the Trustee, the Seller shall provide the Trustee with any document the Trustee is required to provide the Swap Counterparty pursuant to Section 4(a) of the Interest Rate Swap. (g) In the event (i) the short-term debt rating of the Swap Counterparty is reduced below A-1 or is withdrawn by Standard & Poor's, (ii) the short-term debt rating of the Swap Counterparty is reduced below F1+ or is withdrawn by Fitch, (iii) the long-term, senior unsecured debt rating of the Swap Counterparty is reduced below A- by Standard & Poor's or is withdrawn by Standard & Poor's or (iv) the long-term, senior unsecured debt rating of the Swap Counterparty is reduced below AA- by Fitch or is withdrawn by Fitch, then the Swap Counterparty will be required within 30 days from the date of such reduction or withdrawal to fund the Interest Reserve Account in an amount equal to one-twelfth of the product of (a) the Swap Fixed Rate and (b) the Fixed Rate Notional Amount as of the Record Date preceding such 38 43 reduction or withdrawal (the "Required Interest Reserve Amount"). The Swap Counterparty's failure to adequately fund the Interest Reserve Account within 30 days of such reduction or withdrawal shall constitute an "Interest Reserve Account Event." Notwithstanding the foregoing provisions of this subsection 4.16(g), in the case of a replacement Swap Counterparty, if the replacement Swap Counterparty does not have a short-term debt rating by Standard & Poor's, then provision (i) of the first sentence of this subsection 4.16(g) shall not apply to such replacement Swap Counterparty and the rating referred to in provision (iii) of the first sentence of this subsection 4.16(g) shall be changed to A+. (h) It is expressly understood and agreed by the parties hereto that (i) the Interest Rate Swap is entered into by Bankers Trust Company, not individually or personally but solely as Trustee of the Trust in the exercise of the powers and authority conferred and vested in it, (ii) the representations, undertakings and agreements made in the Interest Rate Swap on the part of the Trust are made and intended not as personal representations, undertakings and agreements by the Trustee but are made and intended for the purpose or binding only the Trust, (iii) nothing herein contained shall be construed as creating any liability on the Trustee, individually or personally, to perform any covenant of the Trust either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties who are signatories to this Supplement and by any Persons claiming by, through or under such parties; provided, however, that the Trustee shall be liable in its individual capacity for its own willful misconduct or gross negligence and (iv) under no circumstances shall the Trustee be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Agreement. (i) No recourse under the Supplement or the Interest Rate Swap shall be had against, and no personal liability shall attach to, any officer, employee, director, affiliate or shareholder of the Trustee, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise in respect of the Supplement, the Interest Rate Swap and the Certificates. (j) The Seller agrees to indemnify, the Trustee, its officers, directors, employees and agents for, and to hold it harmless against, any loss, liability or expense incurred without negligence or willful misconduct on the Trustee's part, arising out of or in connection with its execution of the Interest Rate Swap on behalf of the Trust. This indemnity shall survive the termination of the Supplement and the Interest Rate Swap and the resignation or removal of the Trustee.

Interest Rate Swap. (a) T he Trustee The Trustee, on behalf of the Trust, shall enter into the Interest Rate Swap, certain terms of which are set forth herein for the convenience of the parties thereto for incorporation therein by reference, with the Swap Counterparty on the Closing Date. Pursuant to the terms of the Interest Rate Swap, the Swap Counterparty shall pay to the Trustee on each Transfer Distribution Date the Net Swap Receipt, if any, plus the amount of any Net Swap Receipt due but not paid with respect to any previous Transfer Distribution Date. The Trustee shall deposit such Net Swap Receipts, if any, into the Finance Charge Collection Account and shall apply such amounts as Class A Available Funds pursuant to subsection 4.09(a4.05(a). In addition, in accordance with the terms of the Interest Rate Swap, the Trustee shall pay to the Swap Counterparty the Net Swap Payment, if any, for such Transfer Distribution Date, plus the amount of any Net Swap Payment due but not paid on any previous Transfer Distribution Date, from amounts applied pursuant to subsections 4.09(a)(iisubsection 4.05(a)(ii). If the Interest Rate Swap has not been terminated and the Trustee has not received any Net Swap Receipt due with respect to the related Distribution Date prior to 10:00 a.m. (New York City time) on the date such payment is due, (i) the Trustee shall notify the Swap Counterparty, the Seller and the Servicer of such fact prior to 12:00 p.m. (New York City time) on such date, (ii) the Trustee, if directed by the Servicer, shall designate an Early Termination Date (as such term is defined in the Interest Rate Swap) pursuant to the Interest Rate Swap and shall, if the Seller so directs, terminate the Interest Rate Swap pursuant to its terms, and (iii) the Servicer shall provide the Trustee, prior to 4:30 p.m. (New York City time) on the related Transfer Distribution Date, with new statements substantially in the forms of Exhibit B and Exhibit C to this Series Supplement revised, if necessary, to reflect that the Net Swap Receipt (or any portion thereof) was not received by the Trustee for such Transfer Distribution Date. (b) Following the termination of the Interest Rate Swap pursuant to the terms thereof, the Swap Counterparty shall pay to the Trustee the amount of the termination payment, if any, to be made by the Swap Counterparty pursuant to Section 6 of the Interest Rate Swap. The Trustee shall, promptly upon receipt of such termination payment, if any, distribute the amount of such termination payment to the Collateral Interest Holder in accordance with Section 5.01. (c) The Trustee, at the direction of the Servicer, shall direct the Swap Counterparty to assign its rights and obligations under the Interest Rate Swap to a replacement Swap Counterparty in the event that the long-term, senior unsecured debt rating of the Swap Counterparty is reduced below BBB- by Standard & Poor's or below Baa3 by Moody's or is withdrawn by either Standard & Poor's or Moody's. The Servicer shall give Standard & Poor's and Moody's notice of the replacement of the Swap Counterparty as soon as practicable thereafter. (d) The parties hereto agree that all obligations of the Trustee on behalf of the Trust under the Interest Rate Swap shall be paid from, and limited to, funds specifically available therefor pursuant to subsection 4.05(a)(ii) of this Supplement and that the Trustee shall not be required to expend or risk its own funds or otherwise incur any liability in connection with the Interest Rate Swap. (e) If the Trustee has actual knowledge of any event specified in Section 5 of the Interest Rate Swap, the Trustee shall provide written notice of such event to the Servicer, the Seller and each Rating Agency. The Seller, upon becoming aware of any event specified in Section 5 of the Interest Rate Swap, whether pursuant to notice from the Trustee or otherwise, shall immediately provide the Trustee with written instructions as to the course of action to be taken under Section 6 of the Interest Rate Swap, including, without limitation, any notices to be provided and whether or not an Early Termination Date (as such term is defined in the Interest Rate Swap) should be designated and, if so, when such Early Termination Date should be

Interest Rate Swap. (a) T he Trustee shall The Issuer will not enter into any Interest Rate Swap unless (i) as of the date that such Interest Rate Swap is entered into, the related Swap Counterparty has the Swap Required Ratings and (ii) such Interest Rate Swap provides that, if (A) the related Swap Counterparty fails to have the Swap Required Ratings and (B) any Rating Agency gives notice to the Issuer, the Indenture Trustee or the Administrator that the credit support, if any, with respect to the Swap Counterparty is no longer deemed adequate to maintain the then-current rating on the Class A Notes, within 30 days of such rating withdrawal, downgrade or notification (unless each such Rating Agency has reconfirmed the rating of each Class of Notes which was in effect immediately prior to such withdrawal or downgrade or notification), such Swap Counterparty will (1) assign the swap transaction to another counterparty that has the Swap Required Ratings and is approved by the Issuer (which approval will not be unreasonably withheld) on terms substantially similar to such Interest Rate Swap, certain terms of which are set forth herein for the convenience of the parties thereto for incorporation therein by reference(2) obtain a guaranty of, with or a contingent agreement of, another person that has the Swap Counterparty on the Closing Date. Pursuant Required Ratings to the terms of the honor such Swap Counterparty’s obligations under such Interest Rate Swap, provided that such other person is approved by the Issuer (which approval will not be unreasonably withheld), (3) post marx-xx-market collateral, pursuant to a collateral support agreement acceptable to the Issuer, which will be sufficient to restore any downgrade or withdrawal in the ratings of the Notes attributable to such Swap Counterparty's failure to have the Swap Counterparty shall pay Required Ratings, or (4) establish any other arrangement satisfactory to the Trustee on Issuer and to the applicable Rating Agency, in each Transfer Date case, sufficient to satisfy the Net Swap Receipt, if any, plus Rating Agency Confirmation. Promptly following the amount termination of any Net Swap Receipt due but not paid with respect to any previous Transfer Date. The Trustee shall deposit such Net Swap Receipts, if any, into the Finance Charge Account and shall apply such amounts as Class A Available Funds pursuant to subsection 4.09(a). In addition, in accordance with the terms of the Interest Rate Swap, the Trustee shall pay to the Swap Counterparty the Net Swap Payment, if any, for such Transfer Date, plus the amount of any Net Swap Payment due but not paid on any previous Transfer Date, from amounts applied pursuant to subsections 4.09(a)(ii). If the Interest Rate Swap has not been terminated and the Trustee has not received any Net Swap Receipt due with respect to the related Distribution Date prior to 10:00 a.m. on the date such payment is due, (i) the Trustee shall notify the Swap Counterparty, the Seller and the Servicer an Event of such fact prior to 12:00 p.m. on such date, (ii) the Trustee, if directed by the Servicer, shall designate an Early Default or Termination Date Event (as each such term is defined in the such Interest Rate Swap) pursuant ), the Trust will use reasonable efforts to the enter into a replacement Interest Rate Swap and shall, if the Seller so directs, terminate the on terms similar to those of such terminated Interest Rate Swap with an eligible swap counterparty unless the Indenture Trustee sells the Collateral pursuant to its terms, and (iii) the Servicer shall provide the Trustee, prior to 4:30 p.m. on the related Transfer Date, with new statements substantially in the forms of Exhibit B and Exhibit C to this Series Supplement revised, if necessary, to reflect that the Net Swap Receipt (or any portion thereof) was not received by the Trustee for such Transfer DateSection 5.6(a)(iv).

Interest Rate Swap. (a) T he The Trustee shall enter into the Interest Rate Swap, certain terms of which are set forth herein for the convenience of the parties thereto for incorporation therein by reference, with the Swap Counterparty on the Closing Date. Pursuant to the terms of the Interest Rate Swap, the Swap Counterparty shall pay to the Trustee on each Transfer Date the Net Swap Receipt, if any, plus the amount of any Net Swap Receipt due but not paid with respect to any previous Transfer Date. The Trustee shall deposit such Net Swap Receipts, if any, into the Finance Charge Account and shall apply such amounts as Class A Available Funds pursuant to subsection 4.09(a). In addition, in accordance with the terms of the Interest Rate Swap, the Trustee shall pay to the Swap Counterparty the Net Swap Payment, if any, for such Transfer Date, plus the amount of any Net Swap Payment due but not paid on any previous Transfer Date, from amounts applied pursuant to subsections 4.09(a)(ii). If the Interest Rate Swap has not been terminated and the Trustee has not received any Net Swap Receipt due with respect to the related Distribution Date prior to 10:00 a.m. on the date such payment is due, (i) the Trustee shall notify the Swap Counterparty, the Seller Transferor and the Servicer of such fact prior to 12:00 p.m. on such date, (ii) the Trustee, if directed by the Servicer, shall designate an Early Termination Date (as such term is defined in the Interest Rate Swap) pursuant to the Interest Rate Swap and shall, if the Seller Transferor so directs, terminate the Interest Rate Swap pursuant to its terms, and (iii) the Servicer shall provide the Trustee, prior to 4:30 p.m. on the related Transfer Date, with new statements substantially in the forms of Exhibit B and Exhibit C to this Series Supplement revised, if necessary, to reflect that the Net Swap Receipt (or any portion thereof) was not received by the Trustee for such Transfer Date. (b) Following the termination of the Interest Rate Swap pursuant to the terms thereof, the Swap Counterparty shall pay to the Trustee the amount of the termination payment, if any, to be made by the Swap Counterparty pursuant to Section 6 of the Interest Rate Swap. The Trustee shall, promptly upon receipt of such termination payment, if any, and at the direction of the Servicer distribute the amount of such termination payment to the Collateral Interest Holder in accordance with subsection 5.01(c). (c) The Trustee, at the direction of the Transferor, shall direct the Swap Counterparty to assign its rights and obligations under the Interest Rate Swap to a replacement Swap Counterparty, in the event that the long-term, senior unsecured debt rating of the Swap Counterparty is reduced below BBB- by Standard & Poor's or below Baa3 by Moody's or is withdrawn by either Standard & Poor's or Moody's. The Transferor shall give Standard & Poox'x xxx Moody's notice of the replacement of the Swap Cxxxxxxxarty as soon as practicable thereafter. (d) The parties hereto agree that all obligations of the Trustee on behalf of the Trust under the Interest Rate Swap shall be paid from, and limited to, funds specifically available therefor pursuant to subsections 4.09(a)(ii) and 4.16(e) of this Series Supplement and that the Trustee shall not be required to expend or risk its own funds or otherwise incur any liability in connection with the Interest Rate Swap. (e) If the Trustee has actual knowledge of any event specified in Section 5 of the Interest Rate Swap, the Trustee shall provide written notice of such event to the Servicer, the Transferor and the Rating Agencies. The Transferor, upon becoming aware of any event specified in Section 5 of the Interest Rate Swap, whether pursuant to notice from the Trustee or otherwise, shall immediately provide the Trustee with written instructions as to the course of action to be taken under Section 6 of the Interest Rate Swap, including without limitation any notices to be provided and whether or not an Early Termination Date (as defined in the Interest Rate Swap) should be designated and, if so, when such Early Termination Date should be designated. Prior to receiving such written instructions from the Transferor, the Trustee shall not designate an Early Termination Date and shall not terminate the Interest Rate Swap. (f) At the request of the Trustee, the Transferor shall provide the Trustee with any document the Trustee is required to provide the Swap Counterparty pursuant to Section 4(a) of the Interest Rate Swap. (g) In the event the long-term, senior unsecured debt rating of the Swap Counterparty is reduced below AA- by Standard & Poor's or is withdrawn by Standard & Poor's, the Swap Counterparty will be required within 30 days from the date of such reduction or withdrawal to fund an account (the "Interest Reserve Account") in an amount equal to one-twelfth of the product of (a) the Swap Fixed Rate and (b) the Fixed Rate Notional Amount as of the Record Date preceding such reduction or withdrawal (the "Required Interest Reserve Amount"). The Swap Counterparty's failure to adequately fund the Interest Reserve Account within 30 days of such reduction or withdrawal shall constitute an "Interest Reserve Account Event."

Interest Rate Swap. (a) T he Trustee The Issuer shall enter into the Interest Rate Swap, certain terms of which are set forth herein for the convenience of the parties thereto for incorporation therein by reference, with the Swap Counterparty on the Closing Date. The Interest Rate Swap shall have a termination date which is the earlier of the Payment Date occurring in May 2017 or when the notional amount thereunder has been reduced to zero, subject to early termination in accordance with the terms of the Interest Rate Swap. The Interest Rate Swap shall have a notional amount for each Interest Accrual Period equal to the Principal Amount of the Class A-2 Notes as of the close of business on the first day of such Interest Accrual Period. Under the Interest Rate Swap, the Issuer shall be the fixed rate payer and shall pay a fixed rate of 4.6845% and the Swap Counterparty shall be the floating rate payer and shall pay a floating rate of LIBOR plus 0.18%. Pursuant to the terms of the Interest Rate Swap, the Swap Counterparty shall pay to the Trustee Trustee, on behalf of the Issuer, on each Transfer Date Payment Date, the Net Swap Receipt, if any, plus the amount of any Net Swap Receipt due but not paid with respect to any previous Transfer Payment Date. The Trustee shall deposit such Net Swap Receipts, if any, into the Finance Charge Collection Account and shall apply such amounts as Class A Available Funds pursuant to subsection 4.09(a)3.1 of this Indenture. In addition, in accordance with the terms of the Interest Rate Swap, the Trustee Issuer shall pay to the Swap Counterparty the Net Swap Payment, if any, for such Transfer Payment Date, plus the amount of any Net Swap Payment due but not paid on any previous Transfer Payment Date, from amounts applied available pursuant to subsections 4.09(a)(iiprovision THIRD of subsection 3.1(a). If . (b) Following the termination of the Interest Rate Swap has not been terminated and pursuant to the terms thereof, the Swap Counterparty shall pay to the Trustee for the benefit of the Issuer the amount of the Termination Receipt, if any, to be paid by the Swap Counterparty pursuant to the Interest Rate Swap. The Trustee shall, promptly upon receipt of any such Termination Receipt, if any, at the written direction of the Servicer, deposit such Termination Receipt into the Collection Account to be applied as Available Funds. (c) Following the termination of the Interest Rate Swap pursuant to the terms thereof, the Issuer shall pay to the Swap Counterparty the amount of the Termination Payment, if any, to be made by the Issuer pursuant to the Interest Rate Swap to the extent of funds available therefore under provision NINTH of subsection 3.1(a) or Section 11.7, if applicable, or provision THIRTEENTH of subsection 3.1(a) or provision ELEVENTH of Section 11.7, if applicable, or if a Rapid Amortization Event has not received any Net occurred and is continuing, as provided in subsection 3.1(b). (d) The Interest Rate Swap Receipt due shall provide that if a Ratings Event (as defined below) shall occur and be continuing with respect to the related Distribution Date prior Swap Counterparty, then the Swap Counterparty shall (A) within five Business Days of such Ratings Event, give notice to 10:00 a.m. on the date Issuer and the Insurer of the occurrence of such payment is dueRatings Event, and (iB) use reasonable efforts to transfer (at its own cost) the Trustee Swap Counterparty’s rights and obligations under the Interest Rate Swap to another party, subject to satisfaction of the Swap Rating Agency Condition solely in respect of the Class A-2 Notes. If a Ratings Event occurs, the Issuer, to the extent it has been notified of such event, shall notify the Swap CounterpartyTrustee, the Seller Insurer and the Servicer of Servicer. Unless such fact prior to 12:00 p.m. on such date, (ii) the Trustee, if directed a transfer by the ServicerSwap Counterparty has occurred within 20 Business Days after the occurrence of a Ratings Event, the Issuer shall designate an Early Termination Date (demand that the Swap Counterparty post Eligible Collateral, as such term is defined in the Interest Rate Swap) pursuant , to secure the Issuer’s exposure or potential exposure to the Swap Counterparty and the Eligible Collateral shall be provided in accordance with a credit support annex as provided in the Interest Rate Swap. The Eligible Collateral to be posted and the credit support annex shall be subject to satisfaction of the Swap Rating Agency Condition solely in respect of the Class A-2 Notes. Valuation and posting of Eligible Collateral shall be made as of each Payment Date or more frequently as provided in the Interest Rate Swap. Notwithstanding the addition of the credit support annex and the posting of Eligible Collateral, the Swap Counterparty shall continue to use reasonable efforts to transfer its rights and obligations under the Interest Rate Swap to an acceptable third party; provided, however, that the Swap Counterparty’s obligations to find a transferee and shall, if the Seller to post Eligible Collateral shall remain in effect only for so directs, terminate the long as a Ratings Event is continuing. (e) The Interest Rate Swap pursuant to its terms, and (iii) the Servicer shall provide that a “Ratings Event” will occur with respect to the TrusteeSwap Counterparty if the long-term or short-term senior unsecured deposits of the Swap Counterparty are not rated by at least two of S&P, prior Xxxxx’x and Fitch, or if the long-term and short-term senior unsecured deposit ratings of the Swap Counterparty cease to 4:30 p.m. on the related Transfer Datebe at least “Aa3” and “P-1” by Xxxxx’x or are withdrawn by Xxxxx'x, with new statements substantially in the forms of Exhibit B and Exhibit C or cease to this Series Supplement revised, if necessary, to reflect that the Net Swap Receipt (or any portion thereof) was not received by the Trustee for such Transfer Date.be at least “A” and

Interest Rate Swap. (a) T he Trustee The Trustee, on behalf of the Trust, shall enter into the Interest Rate Swap, certain terms of which are set forth herein for the convenience of the parties thereto for incorporation therein by reference, with the Swap Counterparty on the Closing Date. Pursuant to the terms of the Interest Rate Swap, the Swap Counterparty shall pay to the Trustee on each Transfer Distribution Date the Net Swap Receipt, if any, plus the amount of any Net Swap Receipt due but not paid with respect to any previous Transfer Distribution Date. The Trustee shall deposit such Net Swap Receipts, if any, into the Finance Charge Collection Account and shall apply such amounts as Class A Available Funds pursuant to subsection 4.09(a4.05(a). In addition, in accordance with the terms of the Interest Rate Swap, the Trustee shall pay to the Swap Counterparty the Net Swap Payment, if any, for such Transfer Distribution Date, plus the amount of any Net Swap Payment due but not paid on any previous Transfer Distribution Date, from amounts applied pursuant to subsections 4.09(a)(iisubsection 4.05(a)(ii). If the Interest Rate Swap has not been terminated and the Trustee has not received any Net Swap Receipt due with respect to the related Distribution Date prior to 10:00 a.m. (New York City time) on the date such payment is due, (i) the Trustee shall notify the Swap Counterparty, the Seller Sellers and the Servicer of such fact prior to 12:00 p.m. (New York City time) on such date, date and (ii) the Servicer shall provide the Trustee, prior to 4:30 p.m. (New York City time) on the related Distribution Date, with new statements substantially in the forms of Exhibit B and Exhibit C to this Supplement revised, if necessary, to reflect that the Net Swap Receipt (or any portion thereof) was not received by the Trustee for such Distribution Date. If amounts are not received in accordance with the Interest Rate Swap, the Trustee, if directed by the Servicer, shall in accordance with such direction designate an Early Termination Date (as such term is defined in the Interest Rate Swap) pursuant to the Interest Rate Swap and shall, if the Seller Servicer so directs, terminate the Interest Rate Swap pursuant to its terms. (b) In the event of an Early Termination Date or an Event of Default (as such terms are defined in the Interest Rate Swap) and in the event that the Trustee, on behalf of the Trust, is able to calculate Market Quotation (as such term is defined in the Interest Rate Swap) pursuant to Part 1(f) of the Schedule to the Interest Rate Swap, the Trustee, on behalf of the Trust, shall use its reasonable best efforts to enter into a replacement Interest Rate Swap and any amount received by the Trustee, on behalf of the Trust, from the replacement Swap Counterparty will be paid to the replaced Swap Counterparty as soon as reasonably practicable following receipt of such amount. (c) Following the termination of the Interest Rate Swap pursuant to the terms thereof, the Swap Counterparty shall pay to the Trustee the amount of the termination payment, if any, to be made by the Swap Counterparty pursuant to Section 6 of the Interest Rate Swap. The Trustee shall, promptly upon receipt of such termination payment, if any, distribute the amount of such termination payment to the Collateral Interest Holder in accordance with Section 5.01. (d) The Trustee, at the direction of the Servicer, shall direct the Swap Counterparty to assign its rights and obligations under the Interest Rate Swap to a replacement Swap Counterparty in the event that the long-term, senior unsecured debt rating of the Swap Counterparty is reduced below BBB- by Standard & Poor's or below Baa3 by Moody's or is withdrawn by either Standard & Poor's or Moody's. The Servicer shall give Standard & Poor's and Moody's notice of the replacement of the Swap Counterparty as soon as practicable thereafter. (e) The parties hereto agree that, except to the extent specifically provided in subsection 4.12(b) above, all obligations of the Trustee on behalf of the Trust under the Interest Rate Swap shall be paid from, and limited to, funds specifically available therefor pursuant to subsection 4.05(a)(ii) of this Supplement and that the Trustee shall not be required to expend or risk its own funds or otherwise incur any liability in connection with the Interest Rate Swap. (iiif) If the Servicer Trustee has actual knowledge of any event specified in Section 5 of the Interest Rate Swap, the Trustee shall provide written notice of such event to the Servicer, the Sellers and each Rating Agency. The Sellers, upon becoming aware of any event specified in Section 5 of the Interest Rate Swap, whether pursuant to notice from the Trustee or otherwise, shall immediately provide the Trustee with written instructions as to the course of action to be taken under Section 6 of the Interest Rate Swap, including, without limitation, any notices to be provided and whether or not an Early Termination Date (as such term is defined in the Interest Rate Swap) should be designated and, if so, when such Early Termination Date should be designated. Prior to receiving such written instructions from the Sellers, the Trustee shall not designate an Early Termination Date and shall not terminate the Interest Rate Swap. (g) At the request of the Trustee, the Sellers shall provide the Trustee, prior to 4:30 p.m. on the related Transfer Date, Trustee with new statements substantially in the forms of Exhibit B and Exhibit C to this Series Supplement revised, if necessary, to reflect that the Net Swap Receipt (or any portion thereof) was not received by document the Trustee for such Transfer Dateis required to provide the Swap Counterparty pursuant to Section 4(a) of the Interest Rate Swap.

Interest Rate Swap. (a) T he Trustee The Issuer shall enter into the Interest Rate Swap, certain terms of which are set forth herein for the convenience of the parties thereto for incorporation therein by reference, with the Swap Counterparty on the Closing Date. The Interest Rate Swap shall have a termination date which is the earliest of January 15, 2014 or when the notional amount thereunder has been reduced to zero, subject to early termination in accordance with the terms of the Interest Rate Swap. The Interest Rate Swap shall have a notional amount for each Accrual Period equal to the Adjusted Principal Amount of the Class D Notes as of the close of business on the first day of such Accrual Period. Under the Interest Rate Swap, the Issuer shall be the fixed rate payer and shall pay a fixed rate of 7.16% and the Swap Counterparty shall be the floating rate payer and shall pay a floating rate of LIBOR plus 4.50%. Pursuant to the terms of the Interest Rate Swap, the Swap Counterparty shall pay to the Trustee Trustee, on behalf of the Issuer, on each Transfer Date Payment Date, the Net Swap Receipt, if any, plus the amount of any Net Swap Receipt due but not paid with respect to any previous Transfer Payment Date. The Trustee shall deposit such Net Swap Receipts, if any, into the Finance Charge Collection Account and shall apply such amounts as Class A Available Funds pursuant to subsection 4.09(a)3.1 of this Agreement. In addition, in accordance with the terms of the Interest Rate Swap, the Trustee Issuer shall pay to the Swap Counterparty the Net Swap Payment, if any, for such Transfer Payment Date, plus the amount of any Net Swap Payment due but not paid on any previous Transfer Payment Date, from amounts applied available pursuant to subsections 4.09(a)(iiprovision THIRD of subsection 3.1(a). (b) Following the termination of the Interest Rate Swap pursuant to the terms thereof, the Swap Counterparty shall pay to the Trustee for the benefit of the Issuer the amount of the Termination Receipt, if any, to be made by the Swap Counterparty pursuant to the Interest Rate Swap. The Trustee shall, promptly upon receipt of any such Termination Receipt, if any, at the written direction of the Servicer, deposit such Termination Receipt into the Collection Account to be applied as Available Funds. (c) Following the termination of Interest Rate Swap pursuant to the terms thereof, the Issuer shall pay to the Swap Counterparty the amount of the Termination Payment, if any, to be made by the Issuer pursuant to the Interest Rate Swap to the extent of funds available therefore under provision NINTH of subsection 3.1(a), if applicable, or provision FOURTEENTH, if applicable, or if a Sequential Order Event has occurred and is continuing, as provided in subsection 3.1(b). (d) The Interest Rate Swap shall provide that if a Ratings Event (as defined below) shall occur and be continuing with respect to the Swap Counterparty, then the Swap Counterparty shall (A) within five Business Days of such Ratings Event, give notice to the Issuer of the occurrence of such Ratings Event, and (B) use reasonable efforts to transfer (at its own cost) the Swap Counterparty’s rights and obligations under the Interest Rate Swap to another party, subject to satisfaction of the Rating Agency Condition. If a Ratings Event occurs, the Issuer, to the extent it has been notified of such event, shall notify the Trustee and the Servicer. Unless such a transfer by the Swap Counterparty has occurred within 20 Business Days after the occurrence of a Ratings Event, the Issuer shall demand that the Swap Counterparty post Eligible Collateral, as defined in the Interest Rate Swap, to secure the Issuer’s exposure or potential exposure to the Swap Counterparty. The Eligible Collateral to be posted shall be subject to the Rating Agency Condition. Valuation and posting of Eligible Collateral shall be made as of each Payment Date as provided in the Interest Rate Swap. Notwithstanding the posting of Eligible Collateral, the Swap Counterparty shall continue to use reasonable efforts to transfer its rights and obligations under the Interest Rate Swap to an acceptable third party; provided, however, that the Swap Counterparty’s obligations to find a transferee and to post Eligible Collateral shall remain in effect only for so long as a Ratings Event is continuing. (e) The Interest Rate Swap shall provide that a “Ratings Event” will occur with respect to the Swap Counterparty if the long-term and short-term senior unsecured deposit ratings of the Swap Counterparty cease to be at least A and A-1 by S&P, or at least A1 and P-1 by Xxxxx’x, or at least A and F1 by Fitch, to the extent such obligations are rated by S&P or Xxxxx’x or Fitch. The Interest Rate Swap shall further provide that if the long-term and short-term senior unsecured deposit ratings of the Swap Counterparty cease to be at least A2 and P-1 by Xxxxx’x, then the Swap Counterparty shall not be entitled to post Eligible Collateral, as defined in the Interest Rate Swap, but rather shall be required to use reasonable efforts to transfer the Swap Counterparty’s rights and obligations under the Interest Rate Swap to an eligible transferee within 20 Business Days of the publication date of such downgrade. If the Interest Rate Swap has not been is terminated for any reason and the Trustee has not received any Net Swap Receipt due with respect to the related Distribution Date prior to 10:00 a.m. on the date such payment no successor swap is dueentered into, (i) the Trustee shall notify the Swap Counterparty, the Seller and the Servicer of such fact prior to 12:00 p.m. on such date, (ii) the Trustee, if directed by the Servicer, shall designate an Early Termination Date (as such term is defined in the Interest Rate Swap) pursuant to the Interest Rate Swap and shall, if the Seller so directs, terminate the Interest Rate Swap pursuant to its terms, and (iii) the Servicer shall provide solicit bids from three or more prospective replacement swap counterparties for the Trusteeprice of a replacement swap agreement with a notional amount equal to the outstanding principal amount of the Class D Notes. With the consent of Noteholders representing 51% or more of the Aggregate Principal Amount at such time, prior and upon satisfaction of the Rating Agency Condition, the Issuer will enter into such replacement swap agreement. If Noteholders representing 51% or more of the Aggregate Principal Amount do not consent to 4:30 p.m. on such replacement swap agreement, or if the related Transfer DateRating Agency Condition is not met, with new statements substantially in the forms of Exhibit B and Exhibit C to this Series Supplement revised, if necessary, to reflect that the Net Swap Receipt (or any portion thereof) was Issuer will not received by the Trustee for such Transfer Dateenter into a replacement swap agreement.