Common use of Interest Rate Cap Agreement Clause in Contracts

Interest Rate Cap Agreement. (a) Prior to or contemporaneously with the Closing Date, Borrower shall enter into a Mezzanine Interest Rate Cap Agreement with a LIBOR strike price equal to the Strike Price. The Mezzanine Interest Rate Cap Agreement (i) shall at all times be in a form and substance reasonably acceptable to Lender, (ii) shall at all times be with an Acceptable Counterparty, (iii) shall direct such Acceptable Counterparty to deposit directly into the Deposit Account any amounts due Borrower under such Mezzanine Interest Rate Cap Agreement so long as any portion of the Debt exists, provided that the Debt shall be deemed to exist if the Pledged Collateral is transferred by secured party sale or otherwise, (iv) shall be for a period equal to the term of the Loan and (v) shall at all times have a notional amount equal to or greater than the principal balance of the Loan and shall at all times provide for the applicable Strike Price. Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Mezzanine Interest Rate Cap Agreement (the “Assignment of Interest Rate Cap Agreement”), all of its right, title and interest to receive any and all payments under the Mezzanine Interest Rate Cap Agreement, and shall deliver to Lender an executed counterpart of such Mezzanine Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Lender and require that payments be deposited directly into the Deposit Account) and shall notify the Acceptable Counterparty of such assignment. (b) Borrower shall comply with all of its obligations under the terms and provisions of the Mezzanine Interest Rate Cap Agreement. All amounts paid by the Acceptable Counterparty under the Mezzanine Interest Rate Cap Agreement to Borrower or Lender shall be directly deposited immediately into the Deposit Account or, during the continuance of an Event of Default, into such other account as specified by Lender. Borrower shall take all actions reasonably requested by Lender to enforce Lender’s rights under the Mezzanine Interest Rate Cap Agreement in the event of a default by the Acceptable Counterparty and shall not waive, amend or otherwise modify any of its rights thereunder. (c) In the event of any downgrade, withdrawal or qualification of the rating of the Acceptable Counterparty by any Approved Rating Agency, Borrower shall replace the Mezzanine Interest Rate Cap Agreement with a Replacement Interest Rate Cap Agreement not later than the period of time provided for in such Mezzanine Interest Rate Cap Agreement following such downgrade, withdrawal or qualification (not to exceed ten (10) Business Days). (d) In the event that Borrower fails to purchase and deliver to Lender the Mezzanine Interest Rate Cap Agreement or fails to maintain the Mezzanine Interest Rate Cap Agreement in accordance with the terms and provisions of this Agreement, Lender may purchase the Mezzanine Interest Rate Cap Agreement and the cost incurred by Lender in purchasing such Mezzanine Interest Rate Cap Agreement shall be paid by Borrower to Lender with interest thereon at the Default Rate from the date such cost was incurred by Lender until such cost is reimbursed by Borrower to Lender. (e) In connection with the Mezzanine Interest Rate Cap Agreement, Borrower shall obtain and deliver to Lender (a) a resolution/consent, as applicable, of the Acceptable Counterparty authorizing the delivery of the Mezzanine Interest Rate Cap Agreement acceptable to Lender, and (b) an opinion from counsel (which counsel may be in-house counsel for the Acceptable Counterparty) for the Acceptable Counterparty (upon which Lender and its successors and assigns may rely) which shall provide, in relevant part, that: (i) the Acceptable Counterparty is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or formation and has the organizational power and authority to execute and deliver, and to perform its obligations under, the Mezzanine Interest Rate Cap Agreement; (ii) the execution and delivery of the Mezzanine Interest Rate Cap Agreement by the Acceptable Counterparty, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been and remain duly authorized by all necessary action and do not contravene any provision of its certificate of incorporation or by-laws (or equivalent organizational documents) or any law, regulation or contractual restriction binding on or affecting it or its property; (iii) all consents, authorizations and approvals required for the execution and delivery by the Acceptable Counterparty of the Mezzanine Interest Rate Cap Agreement, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been obtained and remain in full force and effect, all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with any governmental authority or regulatory body is required for such execution, delivery or performance; and (iv) the Mezzanine Interest Rate Cap Agreement, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, has been duly executed and delivered by the Acceptable Counterparty and constitutes the legal, valid and binding obligation of the Acceptable Counterparty, enforceable against the Acceptable Counterparty in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (f) At such time as the Loan is repaid in full, all of Lender’s right, title and interest in and to the Mezzanine Interest Rate Cap Agreement shall terminate and Lender shall execute and deliver such documents as may be required to evidence Lender’s release of the Mezzanine Interest Rate Cap Agreement and to notify Acceptable Counterparty of such release.

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

Interest Rate Cap Agreement. (a) Prior to or contemporaneously with the Closing Date, Borrower shall enter into a Mezzanine an Interest Rate Cap Agreement with a LIBOR strike price equal to the Strike Price. The Mezzanine Interest Rate Cap Agreement shall (i) shall at all times be in a form and substance reasonably acceptable to Lender, (ii) shall at all times be with an Acceptable Counterparty, (iiiii) shall by its terms or via the Collateral Assignment of Interest Rate Cap Agreement described below, direct such Acceptable Counterparty to deposit directly into the Deposit Cash Management Account any amounts due Borrower under such Mezzanine Interest Rate Cap Agreement so long as any portion of the Debt exists, provided that the Debt shall be deemed to exist if the Pledged Collateral any Property is transferred by secured party sale judicial or otherwisenon-judicial foreclosure or deed-in-lieu thereof, (iviii) shall be for a period equal to through the term end of the Loan Interest Period ending immediately following the Maturity Date and (viv) shall at all times have a notional amount equal to or greater than the principal balance aggregate Component Outstanding Principal Balances of the Loan Floating Rate Components and shall at all times provide for the applicable Strike Price. Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Mezzanine Interest Rate Cap Agreement dated as of the Closing Date (the “Collateral Assignment of Interest Rate Cap Agreement”), all of its right, title and interest to receive any and all payments under the Mezzanine Interest Rate Cap Agreement, and shall deliver to Lender an executed counterpart of such Mezzanine Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Lender and require that payments be deposited directly into the Deposit Cash Management Account) and shall notify the Acceptable Counterparty of such assignment. (b) Borrower shall comply with all of its obligations under the terms and provisions of the Mezzanine Interest Rate Cap Agreement. All amounts paid by the Acceptable Counterparty under the Mezzanine Interest Rate Cap Agreement to Borrower or Lender shall be directly deposited immediately into the Deposit Cash Management Account or, during the continuance of an Event of Default, or into such other account as specified by Lender. Borrower shall take all actions reasonably requested by Lender to enforce Lender’s rights under the Mezzanine Interest Rate Cap Agreement in the event of a default by the Acceptable Counterparty and shall not waive, amend or otherwise modify any of its rights thereunder. (c) In the event of any downgrade, withdrawal or qualification of the rating of the Acceptable Counterparty by any Approved Rating Agency such that it ceases to qualify as an Acceptable Counterparty, unless the Counterparty shall have posted collateral on terms acceptable to each Approved Rating Agency, Borrower shall replace the Mezzanine Interest Rate Cap Agreement with a Replacement Interest Rate Cap Agreement not later than the period ten (10) Business Days following receipt of time provided for in such Mezzanine Interest Rate Cap Agreement following notice from Lender of such downgrade, withdrawal or qualification qualification. In the event that the Counterparty is downgraded (not to exceed ten i) below BBB+ by S&P (10or, if such counterparty was an Acceptable Counterparty based on its short-term rating by S&P, below “A-2” by S&P) Business Days)or (ii) below “Baa1” by Xxxxx’x, a Replacement Interest Rate Cap Agreement shall be required regardless of the posting of collateral. (d) In the event that Borrower fails to purchase and deliver to Lender the Mezzanine Interest Rate Cap Agreement or fails to maintain the Mezzanine Interest Rate Cap Agreement in accordance with the terms and provisions of this Agreement, Lender may purchase the Mezzanine Interest Rate Cap Agreement and the cost incurred by Lender in purchasing such Mezzanine Interest Rate Cap Agreement shall be paid by Borrower to Lender with interest thereon at the Default Rate from the date such cost was incurred by Lender until such cost is reimbursed by Borrower to Lender. (e) In connection with the Mezzanine Interest Rate Cap Agreement, Borrower shall obtain and deliver to Lender (a) a resolution/consent, as applicable, of the Acceptable Counterparty authorizing the delivery of the Mezzanine Interest Rate Cap Agreement acceptable to Lender, and (b) an opinion from counsel (which counsel may be in-house counsel for the Acceptable Counterparty) for the Acceptable Counterparty (upon which Lender and its successors and assigns may rely) which shall provide, in relevant part, that:that (a “Counterparty Opinion”): (i) the Acceptable Counterparty is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or formation and has the organizational power and authority to execute and deliver, and to perform its obligations under, the Mezzanine Interest Rate Cap Agreement; (ii) the execution and delivery of the Mezzanine Interest Rate Cap Agreement by the Acceptable Counterparty, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been and remain duly authorized by all necessary action and do not contravene any provision of its certificate of incorporation or by-laws (or equivalent organizational documents) or any law, regulation or contractual restriction binding on or affecting it or its property; (iii) all consents, authorizations and approvals required for the execution and delivery by the Acceptable Counterparty of the Mezzanine Interest Rate Cap Agreement, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been obtained and remain in full force and effect, all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with any governmental authority or regulatory body Governmental Authority is required for such execution, delivery or performance; and (iv) the Mezzanine Interest Rate Cap Agreement, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, has been duly executed and delivered by the Acceptable Counterparty and constitutes the legal, valid and binding obligation of the Acceptable Counterparty, enforceable against the Acceptable Counterparty in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (f) At such time as the Loan is repaid in full, all of Lender’s right, title and interest in and to the Mezzanine Interest Rate Cap Agreement shall terminate and Lender shall execute and deliver such documents as may be required to evidence Lender’s release of the Mezzanine Interest Rate Cap Agreement and to notify Acceptable Counterparty of such release.

Interest Rate Cap Agreement. (a) Prior to or contemporaneously with the Closing Date, Borrower shall enter into a Mezzanine an Interest Rate Cap Agreement with a LIBOR strike price equal to the Strike Price. The Mezzanine Interest Rate Cap Agreement (i) shall at all times be in a form and substance reasonably acceptable to Lender, (ii) shall at all times be with an Acceptable Counterparty, (iii) shall shall, by its terms or via the Collateral Assignment of Interest Rate Cap Agreement described below, direct such Acceptable Counterparty to deposit directly into the Deposit Cash Management Account any amounts due Borrower under such Mezzanine Interest Rate Cap Agreement so long as any portion of the Debt exists, provided that the Debt shall be deemed to exist if the Pledged Collateral any Property is transferred by secured party sale judicial or otherwisenon-judicial foreclosure or deed-in-lieu thereof, (iv) shall be for a period equal to through the term end of the Loan Interest Period ending immediately following the Maturity Date and (v) shall at all times have a notional amount equal to or greater than the principal balance of the Loan and shall at all times provide for the applicable Strike Price. Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Mezzanine Interest Rate Cap Agreement (the “Collateral Assignment of Interest Rate Cap Agreement”), all of its right, title and interest to receive any and all payments under the Mezzanine Interest Rate Cap Agreement, and shall deliver to Lender an executed counterpart of such Mezzanine Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Lender and require that payments be deposited directly into the Deposit Cash Management Account) and shall notify the Acceptable Counterparty of such assignment. (b) Borrower shall comply with all of its obligations under the terms and provisions of the Mezzanine Interest Rate Cap Agreement. All amounts paid by the Acceptable Counterparty under the Mezzanine Interest Rate Cap Agreement to Borrower or Lender shall be directly deposited immediately into the Deposit Cash Management Account or, during the continuance of an Event of Default, or into such other account as specified by Lender. Borrower shall take all actions reasonably requested by Lender to enforce Lender’s rights under the Mezzanine Interest Rate Cap Agreement in the event of a default by the Acceptable Counterparty and shall not waive, amend or otherwise modify any of its rights thereunder. (c) In the event of any downgrade, withdrawal or qualification of the rating of the Acceptable Counterparty by any Approved Rating Agency such that it ceases to qualify as an Acceptable Counterparty, unless the Counterparty shall have posted collateral on terms acceptable to each Approved Rating Agency, Borrower shall replace the Mezzanine Interest Rate Cap Agreement with a Replacement Interest Rate Cap Agreement not later than the period ten (10) Business Days following receipt of time provided for in such Mezzanine Interest Rate Cap Agreement following notice from Lender of such downgrade, withdrawal or qualification qualification. In the event that the Counterparty is downgraded (not to exceed ten i) below BBB+ by S&P (10or, if such counterparty was an Acceptable Counterparty based on its short-term rating by S&P, below “A-2” by S&P) Business Days)or (ii) below “Baa1” by Xxxxx’x, a Replacement Interest Rate Cap Agreement shall be required regardless of the posting of collateral. (d) In the event that Borrower fails to purchase and deliver to Lender the Mezzanine Interest Rate Cap Agreement or fails to maintain the Mezzanine Interest Rate Cap Agreement in accordance with the terms and provisions of this Agreement, Lender may purchase the Mezzanine Interest Rate Cap Agreement and the cost incurred by Lender in purchasing such Mezzanine Interest Rate Cap Agreement shall be paid by Borrower to Lender with interest thereon at the Default Rate from the date such cost was incurred by Lender until such cost is reimbursed by Borrower to Lender. (e) In connection with the Mezzanine Interest Rate Cap Agreement, Borrower shall obtain and deliver to Lender (a) a resolution/consent, as applicable, of the Acceptable Counterparty authorizing the delivery of the Mezzanine Interest Rate Cap Agreement acceptable to Lender, and (b) an opinion from counsel (which counsel may be in-house counsel for the Acceptable Counterparty) for the Acceptable Counterparty (upon which Lender and its successors and assigns may rely) which shall provide, in relevant part, that:that (a “Counterparty Opinion”): (i) the Acceptable Counterparty is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or formation and has the organizational power and authority to execute and deliver, and to perform its obligations under, the Mezzanine Interest Rate Cap Agreement; (ii) the execution and delivery of the Mezzanine Interest Rate Cap Agreement by the Acceptable Counterparty, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been and remain duly authorized by all necessary action and do not contravene any provision of its certificate of incorporation or by-laws (or equivalent organizational documents) or any law, regulation or contractual restriction binding on or affecting it or its property; (iii) all consents, authorizations and approvals required for the execution and delivery by the Acceptable Counterparty of the Mezzanine Interest Rate Cap Agreement, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been obtained and remain in full force and effect, all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with any governmental authority or regulatory body Governmental Authority is required for such execution, delivery or performance; and (iv) the Mezzanine Interest Rate Cap Agreement, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, has been duly executed and delivered by the Acceptable Counterparty and constitutes the legal, valid and binding obligation of the Acceptable Counterparty, enforceable against the Acceptable Counterparty in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (f) At such time as the Loan is repaid in full, all of Lender’s right, title and interest in and to the Mezzanine Interest Rate Cap Agreement shall terminate and Lender shall execute and deliver such documents as may be required to evidence Lender’s release of the Mezzanine Interest Rate Cap Agreement and to notify Acceptable Counterparty of such release.

Interest Rate Cap Agreement. (a) Prior to or contemporaneously with the Closing Date, Borrower shall enter into a Mezzanine an Interest Rate Cap Agreement with a LIBOR strike price equal to the Strike Price. The Mezzanine Interest Rate Cap Agreement (i) shall at all times be in a form and substance reasonably acceptable to Lender, (ii) shall at all times be with an Acceptable Counterparty, (iii) shall direct such Acceptable Counterparty to deposit directly into the Deposit Cash Management Account any amounts due Borrower under such Mezzanine Interest Rate Cap Agreement so long as any portion of the Debt exists, provided that the Debt shall be deemed to exist if the Pledged Collateral Property is transferred by secured party sale judicial or otherwisenon-judicial foreclosure or deed-in-lieu thereof, (iv) shall be for a period equal to the term of the Loan Loan, and (v) shall at all times have a an initial notional amount equal to or greater than the principal balance of the Loan and shall at all times provide for the applicable Strike PriceLoan. Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Mezzanine Interest Rate Cap Agreement (the “Assignment of Interest Rate Cap Agreement”), all of its right, title and interest to receive any and all payments under the Mezzanine Interest Rate Cap Agreement, and shall deliver to Lender an executed counterpart of such Mezzanine Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Lender and require that payments be deposited directly into the Deposit Cash Management Account) and shall notify the Acceptable Counterparty of such assignment). (b) Borrower shall comply with all of its obligations under the terms and provisions of the Mezzanine Interest Rate Cap Agreement. All amounts paid by the Acceptable Counterparty under the Mezzanine Interest Rate Cap Agreement to Borrower or Lender shall be directly deposited immediately into the Deposit Account or, during the continuance of an Event of Default, into such other account as specified by LenderCash Management Account. Borrower shall take all actions reasonably requested by Lender to enforce Lender’s rights under the Mezzanine Interest Rate Cap Agreement in the event of a default by the Acceptable Counterparty and shall not waive, amend or otherwise modify any of its rights thereunder. (c) In the event of any downgrade, withdrawal or qualification that (i) the Strike Price is modified pursuant to clause (a) of the rating definition of Strike Price, or (ii) Borrower exercises the First Extension Option, the Second Extension Option or the Third Extension Option, or (iii) Lender notifies Borrower that the Counterparty no longer qualifies as an Acceptable Counterparty by any Approved Rating AgencyCounterparty, Borrower shall replace replace, or shall cause the Mezzanine Counterparty to replace, the Interest Rate Cap Agreement with a Replacement Interest Rate Cap Agreement not later than with a LIBOR strike price equal to the period of time provided for in such Mezzanine applicable Strike Price, (A) which Replacement Interest Rate Cap Agreement shall modify the strike price under the Interest Rate Cap Agreement to the applicable Strike Price in effect on such date (with respect to foregoing clause (i)), (B) which Replacement Interest Rate Cap Agreement shall extend the maturity date set forth in the Interest Rate Cap Agreement to the Fixed Maturity Date (with respect to the foregoing clause (ii)) prior to or on the commencement date of the First Extension Term, the Second Extension Term or the Third Extension Term, as the case may be, or (C) as required due to the occurrence of any of the events listed in the foregoing clause (iii), not later than thirty (30) days following receipt of notice from Lender of such downgrade, withdrawal or qualification (not qualification. With respect to exceed ten (10) Business Days)each Replacement Interest Rate Cap Agreement, Borrower shall deliver to Lender a Collateral Assignment of Interest Rate Cap Agreement in a form comparable to the Collateral Assignment of Interest Rate Cap Agreement entered into by Borrower as of the date of this Agreement and that has been acknowledged by the Acceptable Counterparty providing the Replacement Interest Rate Cap Agreement. (d) In the event that Borrower fails to purchase and deliver to Lender the Mezzanine Interest Rate Cap Agreement or fails to maintain the Mezzanine Interest Rate Cap Agreement in accordance with the terms and provisions of this Agreement, after two (2) Business Days prior written notice to Borrower if the Interest Rate Cap Agreement is being replaced pursuant to Section 2.2.7(c)(iii) hereof, Lender may purchase the Mezzanine Interest Rate Cap Agreement and the cost incurred by Lender in purchasing such Mezzanine Interest Rate Cap Agreement shall be paid by Borrower to Lender with interest thereon at the Default Rate from the date such cost was incurred by Lender until such cost is reimbursed by Borrower to Lender. (e) In connection with the Mezzanine Interest Rate Cap Agreement, Borrower shall obtain and deliver to Lender (a) a resolution/consent, as applicable, of the Acceptable Counterparty authorizing the delivery of the Mezzanine Interest Rate Cap Agreement acceptable to Lender, and (b) an opinion from counsel (which counsel may be in-house counsel for the Acceptable Counterparty) for the Acceptable Counterparty (upon which Lender and its successors and assigns may rely) which shall provide, in relevant part, that: (i) the Acceptable Counterparty is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or formation and has the organizational power and authority to execute and deliver, and to perform its obligations under, the Mezzanine Interest Rate Cap Agreement; (ii) the execution and delivery of the Mezzanine Interest Rate Cap Agreement by the Acceptable Counterparty, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been and remain duly authorized by all necessary action and do not contravene any provision of its certificate of incorporation or by-laws (or equivalent organizational documents) or any law, regulation or contractual restriction binding on or affecting it or its property; (iii) all consents, authorizations and approvals required for the execution and delivery by the Acceptable Counterparty of the Mezzanine Interest Rate Cap Agreement, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been obtained and remain in full force and effect, all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with any governmental authority or regulatory body is required for such execution, delivery or performance; and (iv) the Mezzanine Interest Rate Cap Agreement, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, has been duly executed and delivered by the Acceptable Counterparty and constitutes the legal, valid and binding obligation of the Acceptable Counterparty, enforceable against the Acceptable Counterparty in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (f) At such time as the Loan is repaid in full, all of Lender’s right, title and interest in and to the Mezzanine Interest Rate Cap Agreement shall terminate and Lender shall execute and deliver such documents as may be required to evidence Lender’s release of the Mezzanine Interest Rate Cap Agreement and to notify Acceptable Counterparty of such release.

Interest Rate Cap Agreement. (a) Prior to or contemporaneously with the Closing Funding Date, the Designated Borrower shall enter into a Mezzanine an Interest Rate Cap Agreement with a LIBOR SOFR strike price equal to or less than the Strike Price. The Mezzanine Interest Rate Cap Agreement (i) shall at all times be in a form and substance reasonably acceptable to Lender, (ii) shall at all times be with an Acceptable Counterparty, (iii) shall direct such Acceptable Counterparty to deposit directly into the Deposit Lockbox Account any amounts due Designated Borrower under such Mezzanine Interest Rate Cap Agreement so long as any portion of the Debt exists, ; provided that the Debt shall be deemed to exist if the Pledged Collateral is Properties are transferred by secured party sale judicial or otherwisenon-judicial foreclosure or deed-in-lieu thereof, (iv) shall be for a period equal to the term of the Loan and (v) shall at all times have a notional amount equal to or greater than the principal balance of the Loan and shall at all times provide for a strike price not in excess of the applicable then-current Strike Price. Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Mezzanine Interest Rate Cap Agreement (the “Assignment of Interest Rate Cap Agreement”), all of its right, title and interest to receive any and all payments under the Mezzanine Interest Rate Cap Agreement, and shall deliver to Lender an executed counterpart of such Mezzanine Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Lender and require that payments be deposited directly into the Deposit Lockbox Account) and shall notify the Acceptable Counterparty of such assignment. (b) Designated Borrower shall comply with all of its obligations under the terms and provisions of the Mezzanine Interest Rate Cap Agreement. All amounts paid by the Acceptable Counterparty under the Mezzanine Interest Rate Cap Agreement to Designated Borrower or Lender shall be directly deposited immediately into the Deposit Lockbox Account or, during the continuance of an Event of Default, into such other account as specified by Lender. Designated Borrower shall take all actions reasonably requested by Lender Xxxxxx to enforce Lender’s rights under the Mezzanine Interest Rate Cap Agreement in the event of a default by the Acceptable Counterparty and shall not waive, amend or otherwise modify any of its rights thereunder. (c) In the event of any downgrade, withdrawal or qualification of the rating of the Acceptable Counterparty by any Approved Rating Agency, Designated Borrower shall replace (or cause to be replaced) the Mezzanine Interest Rate Cap Agreement with a Replacement Interest Rate Cap Agreement not later than the period ten (10) Business Days following receipt of time provided for in such Mezzanine Interest Rate Cap Agreement following notice from Lender of such downgrade, withdrawal or qualification (not to exceed ten (10) Business Days)qualification. (d) In the event that the Designated Borrower fails to purchase and deliver to Lender the Mezzanine Interest Rate Cap Agreement or fails to maintain the Mezzanine Interest Rate Cap Agreement in accordance with the terms and provisions of this Agreement, upon not less than three (3) Business Days’ prior written notice, Lender may purchase the Mezzanine Interest Rate Cap Agreement and the cost incurred by Lender in purchasing such Mezzanine Interest Rate Cap Agreement shall be paid by Borrower to Lender with interest thereon at the Default Rate from the date such cost was incurred by Lender Xxxxxx until such cost is reimbursed by Borrower Xxxxxxxx to Lender. (e) In connection with the Mezzanine Interest Rate Cap Agreement, Borrower shall obtain and deliver to Lender within fifteen (15) Business Days following the date upon which any Interest Rate Cap Agreement is required pursuant to this Section 2.2.7: (a) a resolution/consent, as applicable, of the Acceptable Counterparty authorizing the delivery of the Mezzanine Interest Rate Cap Agreement reasonably acceptable to Lender, and (b) an opinion from counsel (which counsel may be in-house counsel for the Acceptable Counterparty) for the Acceptable Counterparty (upon which Lender Xxxxxx and its successors and assigns may rely) which shall provide, in relevant part, that: (i) the Acceptable Counterparty is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or formation and has the organizational power and authority to execute and deliver, and to perform its obligations under, the Mezzanine Interest Rate Cap Agreement; (ii) the execution and delivery of the Mezzanine Interest Rate Cap Agreement by the Acceptable Counterparty, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been and remain duly authorized by all necessary action and do not contravene any provision of its certificate of incorporation or by-laws (or equivalent organizational documents) or any law, regulation or contractual restriction binding on or affecting it or its property; (iii) all consents, authorizations and approvals required for the execution and delivery by the Acceptable Counterparty of the Mezzanine Interest Rate Cap Agreement, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been obtained and remain in full force and effect, all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with any governmental authority or regulatory body is required for such execution, delivery or performance; and (iv) the Mezzanine Interest Rate Cap Agreement, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, has been duly executed and delivered by the Acceptable Counterparty and constitutes the legal, valid and binding obligation of the Acceptable Counterparty, enforceable against the Acceptable Counterparty in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (f) At such time as the Loan is repaid in full, all of Lender’s right, title and interest in and Intentionally omitted; (g) Notwithstanding anything to the Mezzanine contrary contained in this Section 2.2.7 or elsewhere in this Agreement, in the event a Benchmark Transition Event and the related Benchmark Replacement Date have occurred (each, a “Rate Conversion”), then: (i) within thirty (30) days after such Rate Conversion, Designated Borrower shall either (A) enter into, make all payments under, and satisfy all conditions precedent to the effectiveness of, a Substitute Interest Rate Cap Agreement (and in connection therewith, but not prior to Designated Borrower taking all the actions described in this clause (i), Borrower shall have the right to terminate and Lender shall execute and deliver such documents as may be required to evidence Lender’s release of any then-existing Interest Rate Cap Agreement) or (B) cause the Mezzanine then-existing Interest Rate Cap Agreement to be modified in accordance with the last sentence of this Section 2.2.7(g); and (ii) following any Rate Conversion, in lieu of satisfying the condition described in Section 2.8(c) with respect to the Interest Rate Cap Agreement relating to any outstanding Extension Term, Borrower shall instead enter into, make all payments under, and satisfy all conditions precedent to notify the effectiveness of a Substitute Interest Rate Cap Agreement on or prior to the first day of such Extension Term. (h) As used herein, “Substitute Interest Rate Cap Agreement” shall mean an interest rate cap agreement between an Acceptable Counterparty and Borrower, obtained by Borrower and collaterally assigned to Lender pursuant to an Assignment of such release.Interest Rate Cap Agreement (or substantially similar collateral assignment) and shall contain each of the following:

Interest Rate Cap Agreement. (a) Prior to or contemporaneously with the Closing DateWithin ten days of any request therefor by Lender, Borrower shall enter into a Mezzanine an Interest Rate Cap Agreement with a LIBOR strike price equal to the Strike Price. The Mezzanine Each applicable Interest Rate Cap Agreement shall (i) shall at all times be in a form and substance reasonably acceptable to Lender, (ii) shall at all times be with an Acceptable Counterparty, (iiiii) shall by its terms or via the Collateral Assignment of Interest Rate Cap Agreement described below, direct such Acceptable Counterparty to deposit directly into the Deposit Cash Management Account any amounts due Borrower under such Mezzanine Interest Rate Cap Agreement so long as any portion of the Debt exists, provided that the Debt shall be deemed to exist if the Pledged Collateral any Property is transferred by secured party sale judicial or otherwisenon-judicial foreclosure or deed-in-lieu thereof, (iviii) shall be for a period equal to through the term end of the Loan Interest Period ending immediately following the Maturity Date and (viv) shall at all times have a notional amount equal to or greater than the principal balance aggregate Component Outstanding Principal Balances of the Loan Floating Rate Components and shall at all times provide for the applicable Strike Price. Borrower shall collaterally assign to Lender, pursuant to the a Collateral Assignment of Mezzanine Interest Rate Cap Agreement dated as of the Closing Date and the date of funding of any Additional Loan (the “Collateral Assignment of Interest Rate Cap Agreement”), all of its right, title and interest to receive any and all payments under the Mezzanine each applicable Interest Rate Cap Agreement, and shall deliver to Lender an executed counterpart of such Mezzanine Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Lender and require that payments be deposited directly into the Deposit Cash Management Account) and shall notify the Acceptable Counterparty of such assignment. (b) Borrower shall comply with all of its obligations under the terms and provisions of the Mezzanine each Interest Rate Cap Agreement. All amounts paid by the an Acceptable Counterparty under the Mezzanine an Interest Rate Cap Agreement to Borrower or Lender shall be directly deposited immediately into the Deposit Cash Management Account or, during the continuance of an Event of Default, or into such other account as specified by Lender. Borrower shall take all actions reasonably requested by Lender to enforce Lender’s rights under the Mezzanine each Interest Rate Cap Agreement in the event of a default by the its Acceptable Counterparty and shall not waive, amend or otherwise modify any of its rights thereunder. (c) In the event of any downgrade, withdrawal or qualification of the rating of the any Acceptable Counterparty by any Approved Rating Agency such that it ceases to qualify as an Acceptable Counterparty, unless such Counterparty shall have posted collateral on terms acceptable to each Approved Rating Agency, Borrower shall replace the Mezzanine each affected Interest Rate Cap Agreement with a Replacement Interest Rate Cap Agreement not later than the period ten (10) Business Days following receipt of time provided for in such Mezzanine Interest Rate Cap Agreement following notice from Lender of such downgrade, withdrawal or qualification qualification. In the event that a Counterparty is downgraded (not to exceed ten i) below BBB+ by S&P (10or, if such counterparty was an Acceptable Counterparty based on its short-term rating by S&P, below “A-2” by S&P) Business Days)or (ii) below “Baa1” by Xxxxx’x, a Replacement Interest Rate Cap Agreement shall be required regardless of the posting of collateral. (d) In the event that Borrower fails to purchase and deliver to Lender the Mezzanine any Interest Rate Cap Agreement or fails to maintain the Mezzanine any Interest Rate Cap Agreement in accordance with the terms and provisions of this Agreement, Lender may purchase the Mezzanine an Interest Rate Cap Agreement and the cost incurred by Lender in purchasing such Mezzanine Interest Rate Cap Agreement shall be paid by Borrower to Lender with interest thereon at the Default Rate from the date such cost was incurred by Lender until such cost is reimbursed by Borrower to Lender. (e) In connection with the Mezzanine each Interest Rate Cap Agreement, Borrower shall obtain and deliver to Lender (a) a resolution/consent, as applicable, of the Acceptable Counterparty authorizing the delivery of the Mezzanine Interest Rate Cap Agreement acceptable to Lender, and (b) an opinion from counsel (which counsel may be in-house counsel for the Acceptable Counterparty) for the Acceptable Counterparty party thereto (upon which Lender and its successors and assigns may rely) which shall provide, in relevant part, that:that (a “Counterparty Opinion”): (i) the such Acceptable Counterparty is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or formation and has the organizational power and authority to execute and deliver, and to perform its obligations under, the Mezzanine such Interest Rate Cap Agreement; (ii) the execution and delivery of the Mezzanine such Interest Rate Cap Agreement by the such Acceptable Counterparty, and any other agreement which the such Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been and remain duly authorized by all necessary action and do not contravene any provision of its certificate of incorporation or by-laws (or equivalent organizational documents) or any law, regulation or contractual restriction binding on or affecting it or its property; (iii) all consents, authorizations and approvals required for the execution and delivery by the such Acceptable Counterparty of the Mezzanine such Interest Rate Cap Agreement, and any other agreement which the such Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been obtained and remain in full force and effect, all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with any governmental authority or regulatory body Governmental Authority is required for such execution, delivery or performance; and (iv) the Mezzanine such Interest Rate Cap Agreement, and any other agreement which the such Acceptable Counterparty has executed and delivered pursuant thereto, has been duly executed and delivered by the such Acceptable Counterparty and constitutes the legal, valid and binding obligation of the such Acceptable Counterparty, enforceable against the such Acceptable Counterparty in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (f) At such time as the Loan is repaid in full, all of Lender’s right, title and interest in and to the Mezzanine Interest Rate Cap Agreement shall terminate and Lender shall execute and deliver such documents as may be required to evidence Lender’s release of the Mezzanine Interest Rate Cap Agreement and to notify Acceptable Counterparty of such release.

Interest Rate Cap Agreement. (a) Prior to or contemporaneously with the Closing Date, Borrower shall enter into a Mezzanine an Interest Rate Cap Agreement with a LIBOR strike price equal to the Strike Price. The Mezzanine Interest Rate Cap Agreement (i) shall at all times be in a form and substance reasonably acceptable to Lender, (ii) shall at all times be with an Acceptable Counterparty, (iii) shall direct such Acceptable Counterparty to deposit directly into the Deposit Cash Management Account any amounts due Borrower under such Mezzanine Interest Rate Cap Agreement so long as any portion of the Debt exists, provided that the Debt shall be deemed to exist if the Pledged Collateral is Properties are transferred by secured party sale judicial or otherwisenon-judicial foreclosure or deed-in-lieu thereof, (iv) shall be for a period equal to the term of the Loan and (v) shall at all times have a notional amount equal to or greater than the principal balance of the Loan and shall at all times provide for the applicable Strike Price. Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Mezzanine Interest Rate Cap Agreement (the “Assignment of Interest Rate Cap Agreement”), all of its right, title and interest to receive any and all payments under the Mezzanine Interest Rate Cap Agreement, and shall deliver to Lender an executed counterpart of such Mezzanine Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Lender and require that payments be deposited directly into the Deposit Cash Management Account) and shall notify the Acceptable Counterparty of such assignment. (b) Borrower shall comply with all of its obligations under the terms and provisions of the Mezzanine Interest Rate Cap Agreement. All amounts paid by the Acceptable Counterparty under the Mezzanine Interest Rate Cap Agreement to Borrower or Lender shall be directly deposited immediately into the Deposit Account or, during the continuance of an Event of Default, into such other account as specified by LenderCash Management Account. Borrower shall take all actions reasonably requested by Lender to enforce Lender’s rights under the Mezzanine Interest Rate Cap Agreement in the event of a default by the Acceptable Counterparty and shall not waive, amend or otherwise modify any of its rights thereunder. (c) In the event of any downgrade, withdrawal or qualification of the rating of the Acceptable Counterparty by any Approved Rating Agency, Borrower shall (i) replace the Mezzanine Interest Rate Cap Agreement with a Replacement Interest Rate Cap Agreement not later than the period of time provided for in such Mezzanine Interest Rate Cap Agreement following such downgrade, withdrawal or qualification (not to exceed ten (10) Business Days)) or (ii) if provided in such Interest Rate Cap Agreement, in the case of such downgrade, withdrawal or qualification of the Rating of such Acceptable Counterparty, cause the Acceptable Counterparty to deliver collateral to secure Borrower’s exposure under the Interest Rate Cap Agreement in such amount and pursuant to such terms as are acceptable to the Rating Agencies. (d) In the event that Borrower fails to purchase and deliver to Lender the Mezzanine Interest Rate Cap Agreement or fails to maintain the Mezzanine Interest Rate Cap Agreement in accordance with the terms and provisions of this Agreement, Lender may purchase the Mezzanine Interest Rate Cap Agreement and the cost incurred by Lender in purchasing such Mezzanine Interest Rate Cap Agreement shall be paid by Borrower to Lender with interest thereon at the Default Rate from the date such cost was incurred by Lender until such cost is reimbursed by Borrower to Lender. (e) In connection with the Mezzanine Interest Rate Cap Agreement, Borrower shall obtain and deliver to Lender within 15 Business Days following the Closing or the first day of any applicable Extension Option, as applicable (ai) a resolution/consent, as applicable, of the Acceptable Counterparty authorizing the delivery of the Mezzanine Interest Rate Cap Agreement acceptable to Lender, and (bii) an opinion from counsel (which counsel may be in-house counsel for the Acceptable Counterparty) for the Acceptable Counterparty (upon which Lender and its successors and assigns may rely) which shall provide, in relevant part, that: (i) the Acceptable Counterparty is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or formation and has the organizational power and authority to execute and deliver, and to perform its obligations under, the Mezzanine Interest Rate Cap Agreement; (ii) the execution and delivery of the Mezzanine Interest Rate Cap Agreement by the Acceptable Counterparty, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been and remain duly authorized by all necessary action and do not contravene any provision of its certificate of incorporation or by-laws (or equivalent organizational documents) or any law, regulation or contractual restriction binding on or affecting it or its property; (iii) all consents, authorizations and approvals required for the execution and delivery by the Acceptable Counterparty of the Mezzanine Interest Rate Cap Agreement, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been obtained and remain in full force and effect, all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with any governmental authority or regulatory body is required for such execution, delivery or performance; and (iv) the Mezzanine Interest Rate Cap Agreement, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, has been duly executed and delivered by the Acceptable Counterparty and constitutes the legal, valid and binding obligation of the Acceptable Counterparty, enforceable against the Acceptable Counterparty in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (f) At such time as the Loan is repaid in full, all of Lender’s right, title and interest in and to the Mezzanine Interest Rate Cap Agreement shall terminate and Lender shall execute and deliver such documents as may be required to evidence Lender’s release of the Mezzanine Interest Rate Cap Agreement and to notify Acceptable Counterparty of such release.

Interest Rate Cap Agreement. (a) Prior to or contemporaneously with the Closing Date, Borrower shall enter into a Mezzanine an Interest Rate Cap Agreement with a LIBOR strike price equal to the Strike Price. The Mezzanine Interest Rate Cap Agreement (i) shall at all times be in a form and substance reasonably acceptable to Lender, (ii) shall at all times be with an Acceptable Counterparty, (iii) shall direct such Acceptable Counterparty to deposit directly into the Deposit Mezzanine Cash Management Account any amounts due Borrower under such Mezzanine Interest Rate Cap Agreement so long as any portion of the Debt exists, provided that the Debt shall be deemed to exist if the Pledged Collateral is transferred by secured party sale or otherwise, (iv) shall be for a period equal to the term of the Loan Loan, and (v) shall at all times have a an initial notional amount equal to or greater than the original principal balance of the Loan and shall at all times provide for the applicable Strike PriceLoan. Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Mezzanine Interest Rate Cap Agreement (the “Assignment of Interest Rate Cap Agreement”), all of its right, title and interest to receive any and all payments under the Mezzanine Interest Rate Cap Agreement, and shall deliver to Lender an executed counterpart of such Mezzanine Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Lender and require that payments be deposited directly into the Deposit Mezzanine Cash Management Account) and shall notify the Acceptable Counterparty of such assignment). (b) Borrower shall comply with all of its obligations under the terms and provisions of the Mezzanine Interest Rate Cap Agreement. All amounts paid by the Acceptable Counterparty under the Mezzanine Interest Rate Cap Agreement to Borrower or Lender shall be directly deposited immediately into the Deposit Mezzanine Cash Management Account or, during or if the continuance of an Event of DefaultMezzanine Cash Management Account is not then required to be in effect, into such other account as specified by Lender. Borrower shall take all actions reasonably requested by Lender to enforce Lender’s rights under the Mezzanine Interest Rate Cap Agreement in the event of a default by the Acceptable Counterparty and shall not waive, amend or otherwise modify any of its rights thereunder. (c) In the event of any downgrade(i) Borrower exercises the Extension Option, withdrawal or qualification of (ii) Lender notifies Borrower that the rating of the Counterparty no longer qualifies as an Acceptable Counterparty by any Approved Rating AgencyCounterparty, Borrower shall replace (or supplement, as applicable), or shall cause the Mezzanine Counterparty to replace or supplement, the Interest Rate Cap Agreement with a Replacement Interest Rate Cap Agreement not later than with a LIBOR strike price equal to the period of time provided for in such Mezzanine Strike Price (x) which Replacement Interest Rate Cap Agreement shall extend the maturity date set forth in the Interest Rate Cap Agreement to the Fixed Maturity Date (with respect to the foregoing clause (i)) prior to or on the commencement of the Extension Term, or (y) not later than thirty (30) days following such downgradereceipt of notice from Lender that the Counterparty no longer qualifies as an Acceptable Counterparty with respect to the foregoing clause (ii). With respect to each Replacement Interest Rate Cap Agreement, withdrawal or qualification (not Borrower shall deliver to exceed ten (10) Business Days)Lender a Collateral Assignment of Interest Rate Cap Agreement in a form comparable to the Collateral Assignment of Interest Rate Cap Agreement entered into by Borrower as of the date of this Agreement and that has been acknowledged by the Acceptable Counterparty providing the Replacement Interest Rate Cap Agreement. (d) In the event that Borrower fails to purchase and deliver to Lender the Mezzanine Interest Rate Cap Agreement or fails to maintain the Mezzanine Interest Rate Cap Agreement in accordance with the terms and provisions of this Agreement, Lender may purchase the Mezzanine Interest Rate Cap Agreement and the cost incurred by Lender in purchasing such Mezzanine Interest Rate Cap Agreement shall be paid by Borrower to Lender with interest thereon at the Default Rate from the date such cost was incurred by Lender until such cost is reimbursed by Borrower to Lender. (e) In connection with the Mezzanine Interest Rate Cap Agreement, Borrower shall obtain and deliver to Lender (a) a resolution/consent, as applicable, of the Acceptable Counterparty authorizing the delivery of the Mezzanine Interest Rate Cap Agreement acceptable to Lender, and (b) an opinion from counsel (which counsel may be in-house counsel for the Acceptable Counterparty) for the Acceptable Counterparty (upon which Lender and its successors and assigns may rely) which shall provide, in relevant part, that: (i) the Acceptable Counterparty is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or formation and has the organizational power and authority to execute and deliver, and to perform its obligations under, the Mezzanine Interest Rate Cap Agreement; (ii) the execution and delivery of the Mezzanine Interest Rate Cap Agreement by the Acceptable Counterparty, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been and remain duly authorized by all necessary action and do not contravene any provision of its certificate of incorporation or by-laws (or equivalent organizational documents) or any law, regulation or contractual restriction binding on or affecting it or its property; (iii) all consents, authorizations and approvals required for the execution and delivery by the Acceptable Counterparty of the Mezzanine Interest Rate Cap Agreement, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been obtained and remain in full force and effect, all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with any governmental authority or regulatory body is required for such execution, delivery or performance; and (iv) the Mezzanine Interest Rate Cap Agreement, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, has been duly executed and delivered by the Acceptable Counterparty and constitutes the legal, valid and binding obligation of the Acceptable Counterparty, enforceable against the Acceptable Counterparty in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (f) At such time as the Loan is repaid in full, all of Lender’s right, title and interest in and to the Mezzanine Interest Rate Cap Agreement shall terminate and Lender shall execute and deliver such documents as may be required to evidence Lender’s release of the Mezzanine Interest Rate Cap Agreement and to notify Acceptable Counterparty of such release.

Interest Rate Cap Agreement. (a) Prior to or contemporaneously with the Closing Date, Borrower shall enter into a Mezzanine an Interest Rate Cap Agreement with a LIBOR strike price equal to the Strike Price. The Mezzanine Interest Rate Cap Agreement (i) shall at all times be in a form and substance reasonably acceptable to Lender, (ii) shall at all times be with an Acceptable Counterparty, (iii) shall direct such Acceptable Counterparty to deposit directly into the Deposit Mezzanine Cash Management Account any amounts due Borrower under such Mezzanine Interest Rate Cap Agreement so long as any portion of the Debt exists, provided that the Debt shall be deemed to exist if the Pledged Collateral is transferred by secured party sale or otherwise, (iv) shall be for a period equal to the term of the Loan and (v) shall at all times have a an initial notional amount equal to or greater than the principal balance of the Loan and shall at all times provide for the applicable Strike PriceLoan. Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Mezzanine Interest Rate Cap Agreement (the “Assignment of Interest Rate Cap Agreement”), all of its right, title and interest to receive any and all payments under the Mezzanine Interest Rate Cap Agreement, and shall deliver to Lender an executed counterpart of such Mezzanine Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Lender and require that payments be deposited directly into the Deposit Mezzanine Cash Management Account) and shall notify the Acceptable Counterparty of such assignment). (b) Borrower shall comply with all of its obligations under the terms and provisions of the Mezzanine Interest Rate Cap Agreement. All amounts paid by the Acceptable Counterparty under the Mezzanine Interest Rate Cap Agreement to Borrower or Lender shall be directly deposited immediately into the Deposit Account or, during the continuance of an Event of Default, into such other account as specified by LenderMezzanine Cash Management Account. Borrower shall take all actions reasonably requested by Lender to enforce Lender’s rights under the Mezzanine Interest Rate Cap Agreement in the event of a default by the Acceptable Counterparty and shall not waive, amend or otherwise modify any of its rights thereunder. (c) In the event of any downgrade(i) Borrower exercises the First Extension Option, withdrawal the Second Extension Option or qualification of the rating of Third Extension Option, or (ii) Lender notifies Borrower that the Counterparty no longer qualifies as an Acceptable Counterparty by any Approved Rating AgencyCounterparty, Borrower shall replace replace, or shall cause the Mezzanine Counterparty to replace, the Interest Rate Cap Agreement with a Replacement Interest Rate Cap Agreement not later than with a LIBOR strike price equal to the period of time provided for in such Mezzanine applicable Strike Price (A) which Replacement Interest Rate Cap Agreement shall extend the maturity date set forth in the Interest Rate Cap Agreement to the Fixed Maturity Date (with respect to the foregoing clause (i)) prior to or on the commencement date of the First Extension Term, the Second Extension Term or the Third Extension Term, as the case may be, or (B) as required due to the occurrence of any of the events listed in the foregoing clause (ii), not later than thirty (30) days following receipt of notice from Lender of such downgrade, withdrawal or qualification (not qualification. With respect to exceed ten (10) Business Days)each Replacement Interest Rate Cap Agreement, Borrower shall deliver to Lender a Collateral Assignment of Interest Rate Cap Agreement in a form comparable to the Collateral Assignment of Interest Rate Cap Agreement entered into by Borrower as of the date of this Agreement and that has been acknowledged by the Acceptable Counterparty providing the Replacement Interest Rate Cap Agreement. (d) In the event that Borrower fails to purchase and deliver to Lender the Mezzanine Interest Rate Cap Agreement or fails to maintain the Mezzanine Interest Rate Cap Agreement in accordance with the terms and provisions of this Agreement, after two (2) Business Days prior written notice to Borrower if the Interest Rate Cap Agreement is being replaced pursuant to Section 2.2.7(c)(ii), Lender may purchase the Mezzanine Interest Rate Cap Agreement and the cost incurred by Lender in purchasing such Mezzanine Interest Rate Cap Agreement shall be paid by Borrower to Lender with interest thereon at the Default Rate from the date such cost was incurred by Lender until such cost is reimbursed by Borrower to Lender. (e) In connection with the Mezzanine Interest Rate Cap Agreement, Borrower shall obtain and deliver to Lender (a) a resolution/consent, as applicable, of the Acceptable Counterparty authorizing the delivery of the Mezzanine Interest Rate Cap Agreement acceptable to Lender, and (b) an opinion from counsel (which counsel may be in-house counsel for the Acceptable Counterparty) for the Acceptable Counterparty (upon which Lender and its successors and assigns may rely) which shall provide, in relevant part, that: (i) the Acceptable Counterparty is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or formation and has the organizational power and authority to execute and deliver, and to perform its obligations under, the Mezzanine Interest Rate Cap Agreement; (ii) the execution and delivery of the Mezzanine Interest Rate Cap Agreement by the Acceptable Counterparty, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been and remain duly authorized by all necessary action and do not contravene any provision of its certificate of incorporation or by-laws (or equivalent organizational documents) or any law, regulation or contractual restriction binding on or affecting it or its property; (iii) all consents, authorizations and approvals required for the execution and delivery by the Acceptable Counterparty of the Mezzanine Interest Rate Cap Agreement, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been obtained and remain in full force and effect, all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with any governmental authority or regulatory body is required for such execution, delivery or performance; and (iv) the Mezzanine Interest Rate Cap Agreement, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, has been duly executed and delivered by the Acceptable Counterparty and constitutes the legal, valid and binding obligation of the Acceptable Counterparty, enforceable against the Acceptable Counterparty in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (f) At such time as the Loan is repaid in full, all of Lender’s right, title and interest in and to the Mezzanine Interest Rate Cap Agreement shall terminate and Lender shall execute and deliver such documents as may be required to evidence Lender’s release of the Mezzanine Interest Rate Cap Agreement and to notify Acceptable Counterparty of such release.

Interest Rate Cap Agreement. (a) Prior to or contemporaneously with the Closing Date, Borrower shall enter into a Mezzanine an Interest Rate Cap Agreement with a LIBOR strike price equal to the Strike Price. The Mezzanine Interest Rate Cap Agreement (i) shall at all times be in a form and substance reasonably acceptable to Lender, (ii) shall at all times be with an Acceptable Counterparty, (iii) shall shall, by its terms or via the Collateral Assignment of Interest Rate Cap Agreement described below, direct such Acceptable Counterparty to deposit directly into the Deposit Cash Management Account any amounts due Borrower under such Mezzanine Interest Rate Cap Agreement so long as any portion of the Debt exists, provided that the Debt shall be deemed to exist if the Pledged Collateral any Property is transferred by secured party sale judicial or otherwisenon-judicial foreclosure or deed-in-lieu thereof, (iv) shall be for a period equal to through the term end of the Loan Interest Period ending immediately following the Maturity Date and (v) shall at all times have a notional amount equal to or greater than the principal balance of the Loan and shall at all times provide for the applicable Strike Price. Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Mezzanine Interest Rate Cap Agreement (the “Collateral Assignment of Interest Rate Cap Agreement”), all of its right, title and interest to receive any and all payments under the Mezzanine Interest Rate Cap Agreement, and shall deliver to Lender an executed counterpart of such Mezzanine Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Lender and require that payments be deposited directly into the Deposit Cash Management Account) and shall notify the Acceptable Counterparty of such assignment. (b) Borrower shall comply with all of its obligations under the terms and provisions of the Mezzanine Interest Rate Cap Agreement. All amounts paid by the Acceptable Counterparty under the Mezzanine Interest Rate Cap Agreement to Borrower or Lender shall be directly deposited immediately into the Deposit Cash Management Account or, during the continuance of an Event of Default, or into such other account as specified by Lender. Borrower shall take all actions reasonably requested by Lender to enforce Lender’s rights under the Mezzanine Interest Rate Cap Agreement in the event of a default by the Acceptable Counterparty and shall not waive, amend or otherwise modify any of its rights thereunder. (c) In the event of any downgrade, withdrawal or qualification of the rating of the Acceptable Counterparty by any Approved Rating Agency such that it ceases to qualify as an Acceptable Counterparty, unless the Counterparty shall have posted collateral on terms acceptable to each Approved Rating Agency, Borrower shall replace the Mezzanine Interest Rate Cap Agreement with a Replacement Interest Rate Cap Agreement not later than the period ten (10) Business Days following receipt of time provided for in such Mezzanine Interest Rate Cap Agreement following notice from Lender of such downgrade, withdrawal or qualification qualification. In the event that the Counterparty is downgraded (not to exceed ten i) below BBB+ by S&P or Fitch (10or, if such counterparty was an Acceptable Counterparty based on its short-term rating by S&P or Fitch, below “A-2” by S&P or “F-2” by Fitch) Business Days)or (ii) below “Baa1” by Xxxxx’x, a Replacement Interest Rate Cap Agreement shall be required regardless of the posting of collateral. (d) In the event that Borrower fails to purchase and deliver to Lender the Mezzanine Interest Rate Cap Agreement or fails to maintain the Mezzanine Interest Rate Cap Agreement in accordance with the terms and provisions of this Agreement, Lender may purchase the Mezzanine Interest Rate Cap Agreement and the cost incurred by Lender in purchasing such Mezzanine Interest Rate Cap Agreement shall be paid by Borrower to Lender with interest thereon at the Default Rate from the date such cost was incurred by Lender until such cost is reimbursed by Borrower to Lender. (e) In connection with the Mezzanine Interest Rate Cap Agreement, Borrower shall obtain and deliver to Lender (a) a resolution/consent, as applicable, of the Acceptable Counterparty authorizing the delivery of the Mezzanine Interest Rate Cap Agreement acceptable to Lender, and (b) an opinion from counsel (which counsel may be in-house counsel for the Acceptable Counterparty) for the Acceptable Counterparty (upon which Lender and its successors and assigns may rely) which shall provide, in relevant part, that:that (a “Counterparty Opinion”): (i) the Acceptable Counterparty is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or formation and has the organizational power and authority to execute and deliver, and to perform its obligations under, the Mezzanine Interest Rate Cap Agreement; (ii) the execution and delivery of the Mezzanine Interest Rate Cap Agreement by the Acceptable Counterparty, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been and remain duly authorized by all necessary action and do not contravene any provision of its certificate of incorporation or by-laws (or equivalent organizational documents) or any law, regulation or contractual restriction binding on or affecting it or its property; (iii) all consents, authorizations and approvals required for the execution and delivery by the Acceptable Counterparty of the Mezzanine Interest Rate Cap Agreement, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been obtained and remain in full force and effect, all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with any governmental authority or regulatory body Governmental Authority is required for such execution, delivery or performance; and (iv) the Mezzanine Interest Rate Cap Agreement, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, has been duly executed and delivered by the Acceptable Counterparty and constitutes the legal, valid and binding obligation of the Acceptable Counterparty, enforceable against the Acceptable Counterparty in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (f) At such time as the Loan is repaid in full, all of Lender’s right, title and interest in and to the Mezzanine Interest Rate Cap Agreement shall terminate and Lender shall execute and deliver such documents as may be required to evidence Lender’s release of the Mezzanine Interest Rate Cap Agreement and to notify Acceptable Counterparty of such release.

Interest Rate Cap Agreement. (a) Prior to or contemporaneously with the Closing Date, Borrower shall enter into a Mezzanine an Interest Rate Cap Agreement with a LIBOR strike price equal to the Strike Price. The Mezzanine Interest Rate Cap Agreement (i) shall at all times be in a form and substance reasonably acceptable to Lender, (ii) shall at all times be with an Acceptable Counterparty, (iii) shall direct such Acceptable Counterparty to deposit directly into the Deposit Cash Management Account any amounts due Borrower under such Mezzanine Interest Rate Cap Agreement so long as any portion of the Debt exists, provided that the Debt shall be deemed to exist if the Pledged Collateral is Properties are transferred by secured party sale judicial or otherwisenon-judicial foreclosure or deed-in-lieu thereof, (iv) shall be for a period equal to or longer than the initial un-extended term of the Loan and (v) shall at all times have a notional amount equal to or greater than the principal balance of the Loan and shall at all times provide for the applicable Strike Price. Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Mezzanine Interest Rate Cap Agreement (the “Assignment of Interest Rate Cap Agreement”), all of its right, title and interest to receive any and all payments under the Mezzanine Interest Rate Cap Agreement, and shall deliver to Lender an executed counterpart of such Mezzanine Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Lender and require that payments be deposited directly into the Deposit Cash Management Account) and shall notify the Acceptable Counterparty of such assignment. (b) Borrower shall comply with all of its obligations under the terms and provisions of the Mezzanine Interest Rate Cap Agreement. All amounts paid by the Acceptable Counterparty under the Mezzanine Interest Rate Cap Agreement to Borrower or Lender shall be directly deposited immediately into the Deposit Cash Management Account or, during the continuance of an Event of Default, or into such other account as specified by Lender. Borrower shall take all actions reasonably requested by Lender to enforce Lender’s rights under the Mezzanine Interest Rate Cap Agreement in the event of a default by the Acceptable Counterparty and shall not waive, amend or otherwise modify any of its rights thereunder. (c) In the event of any downgrade, withdrawal the counterparty to the Interest Rate Cap Agreement or qualification of the rating of the Replacement Interest Rate Cap Agreement is no longer an Acceptable Counterparty by any Approved Rating AgencyCounterparty, Borrower shall replace the Mezzanine Interest Rate Cap Agreement with a Replacement Interest Rate Cap Agreement with an Acceptable Counterparty not later than the period ten (10) Business Days following receipt of time provided for in such Mezzanine Interest Rate Cap Agreement following written notice from Lender of such downgrade, withdrawal or qualification (not qualification; provided, however, such counterparty may maintain its status as an Acceptable Counterparty to exceed ten (10) Business Days)the extent a guaranty acceptable to Lender is timely posted on behalf of such counterparty in accordance with the terms of the Assignment of Interest Rate Cap Agreement. (d) In the event that Borrower fails to timely purchase and deliver to Lender the Mezzanine Interest Rate Cap Agreement or fails to maintain the Mezzanine Interest Rate Cap Agreement in accordance with the terms and provisions of this Agreement, Lender may may, after providing the written notice to Borrower required by this Agreement or, if no such notice is required by this Agreement, written notice and ten (10) Business Days to so deliver or maintain the Interest Rate Cap Agreement in accordance with the terms and provisions of this Agreement, purchase the Mezzanine Interest Rate Cap Agreement and the cost actually incurred by Lender in purchasing such Mezzanine Interest Rate Cap Agreement shall be paid by Borrower to Lender within ten (10) Business Days after written demand with interest thereon at the Default Rate from the date such cost was incurred by Lender until such cost is reimbursed by Borrower to Lender. (e) In connection with the Mezzanine Interest Rate Cap Agreement, Borrower shall obtain and deliver to Lender Lender, within ten (a10) days after the date hereof, (i) a resolution/consent, as applicable, of the Acceptable Counterparty authorizing the delivery of the Mezzanine Interest Rate Cap Agreement acceptable to Lender, and (bii) an opinion from counsel (which counsel may be in-house counsel for the Acceptable Counterparty) for the Acceptable Counterparty (upon which Lender and its successors and assigns may rely) which shall provide, in relevant part, that: (iA) the Acceptable Counterparty is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or formation and has the organizational power and authority to execute and deliver, and to perform its obligations under, the Mezzanine Interest Rate Cap Agreement; (iiB) the execution and delivery of the Mezzanine Interest Rate Cap Agreement by the Acceptable Counterparty, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been and remain duly authorized by all necessary action and do not contravene any provision of its certificate of incorporation or by-laws (or equivalent organizational documents) or any law, regulation or contractual restriction binding on or affecting it or its property; (iiiC) all consents, authorizations and approvals required for the execution and delivery by the Acceptable Counterparty of the Mezzanine Interest Rate Cap Agreement, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been obtained and remain in full force and effect, all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with any governmental authority or regulatory body is required for such execution, delivery or performance; and (ivD) the Mezzanine Interest Rate Cap Agreement, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, has been duly executed and delivered by the Acceptable Counterparty and constitutes the legal, valid and binding obligation of the Acceptable Counterparty, enforceable against the Acceptable Counterparty in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (f) At such time as the Loan is repaid in full, all of Lender’s right, title and interest in and to the Mezzanine Interest Rate Cap Agreement shall terminate and Lender shall execute and deliver such documents as may be required to evidence Lender’s release of the Mezzanine Interest Rate Cap Agreement and to notify Acceptable Counterparty of such release.

Interest Rate Cap Agreement. (a) Prior to or contemporaneously with the Closing Date, Borrower shall enter into a Mezzanine an Interest Rate Cap Agreement with a LIBOR strike price equal to the Strike Price. The Mezzanine Interest Rate Cap Agreement (i) shall at all times be in a form and substance reasonably acceptable to Lender, (ii) shall at all times be with an Acceptable Counterparty, (iii) shall shall, by its terms or via the Collateral Assignment of Interest Rate Cap Agreement described below, direct such Acceptable Counterparty to deposit directly into the Deposit Cash Management Account any amounts due Borrower under such Mezzanine Interest Rate Cap Agreement so long as any portion of the Debt exists, provided that the Debt shall be deemed to exist if the Pledged Collateral any Property is transferred by secured party sale judicial or otherwisenon‑judicial foreclosure or deed-in-lieu thereof, (iv) shall be for a period equal to through the term end of the Loan Interest Period ending immediately following the Maturity Date and (v) shall at all times have a notional amount equal to or greater than the principal balance of the Loan and shall at all times provide for the applicable Strike Price. Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Mezzanine Interest Rate Cap Agreement (the “Collateral Assignment of Interest Rate Cap Agreement”), all of its right, title and interest to receive any and all payments under the Mezzanine Interest Rate Cap Agreement, and shall deliver to Lender an executed counterpart of such Mezzanine Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Lender and require that payments be deposited directly into the Deposit Cash Management Account) and shall notify the Acceptable Counterparty of such assignment. (b) Borrower shall comply with all of its obligations under the terms and provisions of the Mezzanine Interest Rate Cap Agreement. All amounts paid by the Acceptable Counterparty under the Mezzanine Interest Rate Cap Agreement to Borrower or Lender shall be directly deposited immediately into the Deposit Cash Management Account or, during the continuance of an Event of Default, or into such other account as specified by Lender. Borrower shall take all actions reasonably requested by Lender to enforce Lender’s rights under the Mezzanine Interest Rate Cap Agreement in the event of a default by the Acceptable Counterparty and shall not waive, amend or otherwise modify any of its rights thereunder. (c) In the event of any downgrade, withdrawal or qualification of the rating of the Acceptable Counterparty by any Approved Rating Agency such that it ceases to qualify as an Acceptable Counterparty, unless the Counterparty shall have posted collateral on terms acceptable to each Approved Rating Agency, Borrower shall replace the Mezzanine Interest Rate Cap Agreement with a Replacement Interest Rate Cap Agreement not later than the period ten (10) Business Days following receipt of time provided for in such Mezzanine Interest Rate Cap Agreement following notice from Lender of such downgrade, withdrawal or qualification qualification. In the event that the Counterparty is downgraded (not to exceed ten i) below BBB+ by S&P (10or, if such counterparty was an Acceptable Counterparty based on its short-term rating by S&P, below “A-2” by S&P) Business Days)or (ii) below “Baa1” by Xxxxx’x, a Replacement Interest Rate Cap Agreement shall be required regardless of the posting of collateral. (d) In the event that Borrower fails to purchase and deliver to Lender the Mezzanine Interest Rate Cap Agreement or fails to maintain the Mezzanine Interest Rate Cap Agreement in accordance with the terms and provisions of this Agreement, Lender may purchase the Mezzanine Interest Rate Cap Agreement and the cost incurred by Lender in purchasing such Mezzanine Interest Rate Cap Agreement shall be paid by Borrower to Lender with interest thereon at the Default Rate from the date such cost was incurred by Lender until such cost is reimbursed by Borrower to Lender. (e) In connection with the Mezzanine Interest Rate Cap Agreement, Borrower shall obtain and deliver to Lender (a) a resolution/consent, as applicable, of the Acceptable Counterparty authorizing the delivery of the Mezzanine Interest Rate Cap Agreement acceptable to Lender, and (b) an opinion from counsel (which counsel may be in-house in‑house counsel for the Acceptable Counterparty) for the Acceptable Counterparty (upon which Lender and its successors and assigns may rely) which shall provide, in relevant part, that:that (a “Counterparty Opinion”): (i) the Acceptable Counterparty is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or formation and has the organizational power and authority to execute and deliver, and to perform its obligations under, the Mezzanine Interest Rate Cap Agreement; (ii) the execution and delivery of the Mezzanine Interest Rate Cap Agreement by the Acceptable Counterparty, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been and remain duly authorized by all necessary action and do not contravene any provision of its certificate of incorporation or by-laws by‑laws (or equivalent organizational documents) or any law, regulation or contractual restriction binding on or affecting it or its property; (iii) all consents, authorizations and approvals required for the execution and delivery by the Acceptable Counterparty of the Mezzanine Interest Rate Cap Agreement, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been obtained and remain in full force and effect, all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with any governmental authority or regulatory body Governmental Authority is required for such execution, delivery or performance; and (iv) the Mezzanine Interest Rate Cap Agreement, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, has been duly executed and delivered by the Acceptable Counterparty and constitutes the legal, valid and binding obligation of the Acceptable Counterparty, enforceable against the Acceptable Counterparty in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (f) At such time as the Loan is repaid in full, all of Lender’s right, title and interest in and to the Mezzanine Interest Rate Cap Agreement shall terminate and Lender shall execute and deliver such documents as may be required to evidence Lender’s release of the Mezzanine Interest Rate Cap Agreement and to notify Acceptable Counterparty of such release.

Interest Rate Cap Agreement. (a) Prior to or contemporaneously with the Closing Date, Borrower shall enter into a Mezzanine an Interest Rate Cap Agreement with a LIBOR strike price equal to the Strike Price. The Mezzanine Interest Rate Cap Agreement (i) shall at all times be in a form and substance reasonably acceptable to Lender, (ii) shall at all times be with an Acceptable Counterparty, (iii) shall direct such Acceptable Counterparty to deposit directly into the Deposit Cash Management Account any amounts due Borrower under such Mezzanine Interest Rate Cap Agreement so long as any portion of the Debt exists, provided that the Debt shall be deemed to exist if the Pledged Collateral any Property is transferred by secured party sale judicial or otherwisenon‑judicial foreclosure or deed-in-lieu thereof, (iv) shall be for a period equal to through the term end of the Loan Interest Period ending immediately following the Maturity Date and (v) shall at all times have a notional amount equal to or greater than the principal balance of the Loan and shall at all times provide for the applicable Strike Price. Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Mezzanine Interest Rate Cap Agreement (the “Collateral Assignment of Interest Rate Cap Agreement”), all of its right, title and interest to receive any and all payments under the Mezzanine Interest Rate Cap Agreement, and shall deliver to Lender an executed counterpart of such Mezzanine Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Lender and require that payments be deposited directly into the Deposit Cash Management Account) and shall notify the Acceptable Counterparty of such assignment. (b) Borrower shall comply with all of its obligations under the terms and provisions of the Mezzanine Interest Rate Cap Agreement. All amounts paid by the Acceptable Counterparty under the Mezzanine Interest Rate Cap Agreement to Borrower or Lender shall be directly deposited immediately into the Deposit Cash Management Account or, during the continuance of an Event of Default, or into such other account as specified by Lender. Borrower shall take all actions reasonably requested by Lender to enforce Lender’s rights under the Mezzanine Interest Rate Cap Agreement in the event of a default by the Acceptable Counterparty and shall not waive, amend or otherwise modify any of its rights thereunder. (c) In the event of any downgrade, withdrawal or qualification of the rating of the Acceptable Counterparty by any Approved Rating Agency such that it ceases to qualify as an Acceptable Counterparty, unless the Counterparty shall have posted collateral on terms acceptable to each Approved Rating Agency, Borrower shall replace the Mezzanine Interest Rate Cap Agreement with a Replacement Interest Rate Cap Agreement not later than the period ten (10) Business Days following receipt of time provided for in such Mezzanine Interest Rate Cap Agreement following notice from Lender of such downgrade, withdrawal or qualification qualification. In the event that the Counterparty is downgraded (not to exceed ten i) below BBB+ by S&P or Fitch (10or, if such counterparty was an Acceptable Counterparty based on its short-term rating by S&P or Fitch, below “A-2” by S&P or “F-2” by Fitch) Business Days)or (ii) below “Baa1” by Mxxxx’x, a Replacement Interest Rate Cap Agreement shall be required regardless of the posting of collateral. (d) In the event that Borrower fails to purchase and deliver to Lender the Mezzanine Interest Rate Cap Agreement or fails to maintain the Mezzanine Interest Rate Cap Agreement in accordance with the terms and provisions of this Agreement, Lender may purchase the Mezzanine Interest Rate Cap Agreement and the cost incurred by Lender in purchasing such Mezzanine Interest Rate Cap Agreement shall be paid by Borrower to Lender with interest thereon at the Default Rate from the date such cost was incurred by Lender until such cost is reimbursed by Borrower to Lender. (e) In connection with the Mezzanine Interest Rate Cap Agreement, Borrower shall obtain and deliver to Lender (a) a resolution/consent, as applicable, of the Acceptable Counterparty authorizing the delivery of the Mezzanine Interest Rate Cap Agreement acceptable to Lender, and (b) an opinion from counsel (which counsel may be in-house in‑house counsel for the Acceptable Counterparty) for the Acceptable Counterparty (upon which Lender and its successors and assigns may rely) which shall provide, in relevant part, that:that (a “Counterparty Opinion”): (i) the Acceptable Counterparty is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or formation and has the organizational power and authority to execute and deliver, and to perform its obligations under, the Mezzanine Interest Rate Cap Agreement; (ii) the execution and delivery of the Mezzanine Interest Rate Cap Agreement by the Acceptable Counterparty, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been and remain duly authorized by all necessary action and do not contravene any provision of its certificate of incorporation or by-laws by‑laws (or equivalent organizational documents) or any law, regulation or contractual restriction binding on or affecting it or its property; (iii) all consents, authorizations and approvals required for the execution and delivery by the Acceptable Counterparty of the Mezzanine Interest Rate Cap Agreement, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been obtained and remain in full force and effect, all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with any governmental authority or regulatory body Governmental Authority is required for such execution, delivery or performance; and (iv) the Mezzanine Interest Rate Cap Agreement, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, has been duly executed and delivered by the Acceptable Counterparty and constitutes the legal, valid and binding obligation of the Acceptable Counterparty, enforceable against the Acceptable Counterparty in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (f) At such time as the Loan is repaid in full, all of Lender’s right, title and interest in and to the Mezzanine Interest Rate Cap Agreement shall terminate and Lender shall execute and deliver such documents as may be required to evidence Lender’s release of the Mezzanine Interest Rate Cap Agreement and to notify Acceptable Counterparty of such release.

Interest Rate Cap Agreement. (a) Prior to or contemporaneously with the Closing Datedate hereof, Borrower Borrowers shall enter have entered into a Mezzanine one or more Interest Rate Cap Agreement Agreements for each of the Components with a blended LIBOR strike price equal to the Strike Price. The Mezzanine Each Interest Rate Cap Agreement (i) shall at all times be in a form and substance reasonably acceptable to Lender, (ii) shall at all times be with an Acceptable Counterparty, (iii) shall direct such Acceptable Counterparty to deposit directly into the Deposit Lockbox Account any amounts due Borrower Borrowers under such Mezzanine Interest Rate Cap Agreement so long as any portion of the Debt exists, provided that the Debt shall be deemed to exist even if one or more of the Pledged Collateral Properties or the IP is transferred by secured party sale judicial or otherwisenon-judicial foreclosure or deed-in-lieu thereof, (iv) shall be for a period equal to the current term of the Loan Loan, and (v) when aggregated with all other Interest Rate Cap Agreements, shall at all times have a an initial notional amount equal to the Reduced Acquisition Loan Outstanding Principal Balance or greater than the principal balance Construction Loan Outstanding Principal Balance, as applicable, as of the Loan and shall at all times provide for the applicable Strike Pricedate hereof. Borrower Borrowers shall collaterally assign to Lender, pursuant to the Collateral Assignment of Mezzanine Interest Rate Cap Agreement (the “Assignment Assignments of Interest Rate Cap Agreement”)Caps, all of its right, title and interest to receive any and all payments under the Mezzanine all Interest Rate Cap AgreementAgreements, and shall deliver to Lender an executed counterpart of such Mezzanine Interest Rate Cap Agreement Agreements (which shall, by its their respective terms, authorize the assignment to Lender and require that payments be deposited directly into the Deposit Lockbox Account) and shall notify the Acceptable Counterparty of such assignment). (b) Borrower Borrowers shall comply with all of its their obligations under the terms and provisions of the Mezzanine each Interest Rate Cap Agreement. All amounts paid by the Acceptable Counterparty under the Mezzanine each Interest Rate Cap Agreement to Borrower Borrowers or Lender shall be directly deposited immediately into the Deposit Account or, during the continuance of an Event of Default, into such other account as specified by LenderLockbox Account. Borrower Borrowers shall take all actions reasonably requested by Lender to enforce Lender’s rights under the Mezzanine each Interest Rate Cap Agreement in the event of a default by the Acceptable Counterparty and shall not waive, amend or otherwise modify any of its rights thereunder. (c) In the event of any downgrade, withdrawal or qualification downgrade of the rating of the Acceptable Counterparty below “AA-” by any Approved Rating AgencyS&P or “Aa3” by Xxxxx’x, Borrower Borrowers shall replace the Mezzanine applicable Interest Rate Cap Agreement Agreement(s) with a one or more Replacement Interest Rate Cap Agreement Agreements not later than the period of time provided for in such Mezzanine Interest Rate Cap Agreement following such downgrade, withdrawal or qualification (not to exceed ten (10) Business Days)Days following receipt of notice from Lender of such downgrade. (d) In the event that Borrower fails Borrowers fail to purchase and deliver to Lender the Mezzanine any Interest Rate Cap Agreement or fails fail to maintain the Mezzanine each Interest Rate Cap Agreement in accordance with the terms and provisions of this Agreement, after ten (10) Business Days notice to Borrowers and Borrowers’ failure to cure, Lender may purchase the Mezzanine required Interest Rate Cap Agreement Agreement(s) and the actual out-of-pocket cost incurred by Lender in purchasing such Mezzanine Interest Rate Cap Agreement Agreement(s) shall be paid by Borrower Borrowers to Lender with interest thereon at the Default Rate from the date such cost was incurred by Lender until such actual out-of-pocket cost is reimbursed by Borrower Borrowers to Lender. (e) In connection with the Mezzanine each Interest Rate Cap Agreement, Borrower Borrowers shall obtain and deliver to Lender (a) a resolution/consent, as applicable, of the Acceptable Counterparty authorizing the delivery of the Mezzanine Interest Rate Cap Agreement acceptable to Lender, and (b) an opinion from counsel (which counsel may be in-house counsel for the Acceptable Counterparty) for the Acceptable Counterparty (upon which Lender and its successors and assigns may rely) which shall provide, in relevant part, that: (i) the Acceptable Counterparty is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or formation and has the organizational power and authority to execute and deliver, and to perform its obligations under, the Mezzanine such Interest Rate Cap Agreement; (ii) the execution and delivery of the Mezzanine such Interest Rate Cap Agreement by the Acceptable Counterparty, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been and remain duly authorized by all necessary action and do not contravene any provision of its certificate of incorporation or by-laws (or equivalent organizational documents) or any law, regulation or contractual restriction binding on or affecting it or its property; (iii) all consents, authorizations and approvals required for the execution and delivery by the Acceptable Counterparty of the Mezzanine such Interest Rate Cap Agreement, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been obtained and remain in full force and effect, all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with any governmental authority or regulatory body is required for such execution, delivery or performance; and (iv) the Mezzanine such Interest Rate Cap Agreement, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, has been duly executed and delivered by the Acceptable Counterparty and constitutes the legal, valid and binding obligation of the Acceptable Counterparty, enforceable against the Acceptable Counterparty in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (f) At such time as the Loan is repaid in full, all of Lender’s right, title and interest in and to the Mezzanine all Interest Rate Cap Agreement Agreements shall terminate and Lender shall shall, at Borrowers’ reasonable expense, promptly execute and deliver such documents as may be reasonably required and prepared by the Counterparty and/or Borrowers to evidence Lender’s release of the Mezzanine each Interest Rate Cap Agreement and to notify Acceptable Counterparty of such releaseAgreement.

Interest Rate Cap Agreement. (a) Prior to or contemporaneously with the Closing Date, Borrower shall enter into a Mezzanine an Interest Rate Cap Agreement with respect to Promissory Note A with a LIBOR strike price equal to the Strike Price. The Mezzanine Interest Rate Cap Agreement (i) shall at all times be in a form and substance reasonably acceptable to Lender, (ii) shall at all times be with an Acceptable Counterparty, (iii) shall direct such Acceptable Counterparty to deposit directly into the Deposit Lockbox Account any amounts due Borrower under such Mezzanine Interest Rate Cap Agreement so long as any portion of the Debt evidenced by Promissory Note A exists, provided that the Debt evidenced by Promissory Note A shall be deemed to exist if the Pledged Collateral is Properties transferred by secured party sale judicial or otherwisenon-judicial foreclosure or deed-in-lieu thereof, (iv) shall be for a period equal to the term of the Loan and (v) shall at all times have a an initial notional amount equal to or greater than the principal balance of the Loan and shall at all times provide for the applicable Strike Price. Promissory Note A. Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Mezzanine Interest Rate Cap Agreement (the “Assignment of Interest Rate Cap Agreement”), all of its right, title and interest to receive any and all payments under the Mezzanine Interest Rate Cap Agreement, and shall deliver to Lender an executed counterpart of such Mezzanine Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Lender and require that payments be deposited directly into the Deposit Lockbox Account) and shall notify the Acceptable Counterparty of such assignment). (b) Borrower shall comply in all material respects with all of its obligations under the terms and provisions of the Mezzanine Interest Rate Cap Agreement. All amounts paid by the Acceptable Counterparty under the Mezzanine Interest Rate Cap Agreement to Borrower or Lender shall be directly deposited immediately into the Deposit Lockbox Account or, during or if the continuance of an Event of DefaultLockbox Account is not then required to be in effect, into such other account as specified by Lender. Borrower shall take all actions reasonably requested by Lender to enforce Lender’s 's rights under the Mezzanine Interest Rate Cap Agreement in the event of a default by the Acceptable Counterparty and shall not waive, amend or otherwise modify any of its rights thereunder. (c) In the event of any downgrade, withdrawal or qualification of the rating of the Acceptable Counterparty by any Approved Rating AgencyS&P or Xxxxx'x, Borrower shall replace the Mezzanine Interest Rate Cap Agreement with a Replacement Interest Rate Cap Agreement not later than the period ten (10) Business Days following receipt of time provided for in such Mezzanine Interest Rate Cap Agreement following notice from Lender of such downgrade, withdrawal or qualification (not to exceed ten (10) Business Days)qualification. (d) In the event that Borrower fails to purchase and deliver to Lender the Mezzanine Interest Rate Cap Agreement or fails to maintain the Mezzanine Interest Rate Cap Agreement in accordance with the terms and provisions of this Agreement, Lender may purchase the Mezzanine Interest Rate Cap Agreement and the cost incurred by Lender in purchasing such Mezzanine Interest Rate Cap Agreement shall be paid by Borrower to Lender with interest thereon at the Default Rate from the date such cost was incurred by Lender until such cost is reimbursed by Borrower to Lender. (e) In connection with the Mezzanine Interest Rate Cap Agreement, Borrower shall obtain and deliver to Lender (a) a resolution/consent, as applicable, of the Acceptable Counterparty authorizing the delivery of the Mezzanine Interest Rate Cap Agreement acceptable to Lender, and (b) an opinion from counsel (which counsel may be in-house counsel for the Acceptable Counterparty) for the Acceptable Counterparty (upon which Lender and its successors and assigns may rely) which shall provide, in relevant part, that: (i) the Acceptable Counterparty is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or formation and has the organizational power and authority to execute and deliver, and to perform its obligations under, the Mezzanine Interest Rate Cap Agreement; (ii) the execution and delivery of the Mezzanine Interest Rate Cap Agreement by the Acceptable Counterparty, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been and remain duly authorized by all necessary action and do not contravene any provision of its certificate of incorporation or by-laws (or equivalent organizational documents) or any law, regulation or contractual restriction binding on or affecting it or its property; (iii) all consents, authorizations and approvals required for the execution and delivery by the Acceptable Counterparty of the Mezzanine Interest Rate Cap Agreement, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been obtained and remain in full force and effect, all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with any governmental authority or regulatory body is required for such execution, delivery or performance; and (iv) the Mezzanine Interest Rate Cap Agreement, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, has been duly executed and delivered by the Acceptable Counterparty and constitutes the legal, valid and binding obligation of the Acceptable Counterparty, enforceable against the Acceptable Counterparty in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ ' rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (f) At such time as the Loan is repaid in full, all of Lender’s right, title and interest in and to the Mezzanine Interest Rate Cap Agreement shall terminate and Lender shall execute and deliver such documents as may be required to evidence Lender’s release of the Mezzanine Interest Rate Cap Agreement and to notify Acceptable Counterparty of such release.

Interest Rate Cap Agreement. (a) Prior to On or contemporaneously with the Closing Datebefore May 25, 2016, Borrower shall enter into a Mezzanine an Interest Rate Cap Agreement with a LIBOR strike price equal to the Strike Price. The Mezzanine Interest Rate Cap Agreement (i) shall at all times be in a form and substance reasonably acceptable to Lender, (ii) shall at all times be with an Acceptable Counterparty, (iii) shall direct such Acceptable Counterparty to deposit directly into the Deposit Cash Management Account any amounts due Borrower under such Mezzanine Interest Rate Cap Agreement so long as any portion of the Debt exists, provided that the Debt shall be deemed to exist if (x) the Pledged Collateral Property is transferred by secured party sale judicial or otherwisenon-judicial foreclosure or deed-in-lieu thereof and (y) Lender shall not have received amounts sufficient to pay the Debt (whether or not a deficiency judgment on the Note shall have been sought, recovered or denied), (iv) shall be for a period equal to through and including the term end of the Loan Interest Period in which the Initial Maturity Date occurs, and (v) shall at all times have a notional amount equal to or greater than the principal balance of the Loan and shall at all times provide for the applicable Strike Price. Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Mezzanine Interest Rate Cap Agreement (the “Assignment of Interest Rate Cap Agreement”), all of its right, title and interest to receive any and all payments under the Mezzanine Interest Rate Cap Agreement, and shall deliver to Lender an executed counterpart of such Mezzanine Interest Rate Cap Agreement (which shall, by its termsterms and/or by the terms of the Assignment of Interest Rate Cap Agreement, authorize the assignment to Lender and require that payments be deposited directly into the Deposit Cash Management Account) and shall notify the Acceptable Counterparty of such assignment. (b) Borrower shall comply with all of its obligations under the terms and provisions of the Mezzanine Interest Rate Cap Agreement. All amounts paid by the Acceptable Counterparty under the Mezzanine Interest Rate Cap Agreement to Borrower or Lender shall be directly deposited immediately into the Deposit Cash Management Account or, during the continuance of an Event of Default, or into such other account as specified by Lender. Borrower shall take all actions reasonably requested by Lender to enforce Lender’s rights under the Mezzanine Interest Rate Cap Agreement in the event of a default by the Acceptable Counterparty and shall not waive, amend or otherwise modify any of its rights thereunder. (c) In the event of any downgrade, withdrawal or qualification of the rating of the Acceptable Counterparty by any Approved Rating Agency, Borrower shall replace the Mezzanine Interest Rate Cap Agreement with a Replacement Interest Rate Cap Agreement not later than the period thirty (30) days following receipt of time provided for in such Mezzanine Interest Rate Cap Agreement following notice from Lender of such downgrade, withdrawal or qualification (not to exceed ten (10) Business Days)qualification. (d) In the event that Borrower fails to purchase and deliver to Lender the Mezzanine Interest Rate Cap Agreement or fails to maintain the Mezzanine Interest Rate Cap Agreement in accordance with the terms and provisions of this Agreement, Lender may purchase the Mezzanine Interest Rate Cap Agreement and the cost incurred by Lender in purchasing such Mezzanine Interest Rate Cap Agreement shall be paid by Borrower to Lender with interest thereon at the Default Rate from the date such cost was incurred by Lender until such cost is reimbursed by Borrower to Lender. (e) In If required by Lender, in connection with the Mezzanine Interest Rate Cap AgreementAgreement where KeyBank or any affiliate thereof is not the counterparty thereunder, Borrower shall obtain and deliver to Lender (a) a resolution/consent, as applicable, of the Acceptable Counterparty authorizing the delivery of the Mezzanine Interest Rate Cap Agreement acceptable to Lender, and (b) an opinion from counsel (which counsel may be in-house counsel for the Acceptable Counterparty) for the Acceptable Counterparty (upon which Lender and its successors and assigns may rely) which shall provide, in relevant part, that: (i) the Acceptable Counterparty is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or formation and has the organizational power and authority to execute and deliver, and to perform its obligations under, the Mezzanine Interest Rate Cap Agreement; (ii) the execution and delivery of the Mezzanine Interest Rate Cap Agreement by the Acceptable Counterparty, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been and remain duly authorized by all necessary action and do not contravene any provision of its certificate of incorporation or by-laws (or equivalent organizational documents) or any law, regulation or contractual restriction binding on or affecting it or its property; (iii) all consents, authorizations and approvals required for the execution and delivery by the Acceptable Counterparty of the Mezzanine Interest Rate Cap Agreement, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been obtained and remain in full force and effect, all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with any governmental authority or regulatory body is required for such execution, delivery or performance; and (iv) the Mezzanine Interest Rate Cap Agreement, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, has been duly executed and delivered by the Acceptable Counterparty and constitutes the legal, valid and binding obligation of the Acceptable Counterparty, enforceable against the Acceptable Counterparty in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (f) At such time as the Loan is repaid in full, all of Lender’s right, title and interest in and to the Mezzanine Interest Rate Cap Agreement shall terminate and Lender shall execute and deliver such documents as may be required to evidence Lender’s release of the Mezzanine Interest Rate Cap Agreement and to notify Acceptable Counterparty of such release.

Interest Rate Cap Agreement. (ai) Prior to or contemporaneously with the Closing Note Issuance Date, Borrower Issuers shall enter into a Mezzanine an Interest Rate Cap Agreement with a LIBOR strike price equal to the Strike Price. The Mezzanine Interest Rate Cap Agreement (i) shall at all times be in a form and substance reasonably acceptable to LenderInitial Noteholder, (ii) shall at all times be with an Acceptable Counterparty, (iii) shall direct such Acceptable Counterparty to deposit directly into the Deposit Cash Management Account any amounts due Borrower Issuers under such Mezzanine Interest Rate Cap Agreement so long as any portion of the Debt exists, provided that the Debt shall be deemed to exist if the Pledged Collateral Property is transferred pursuant to the terms and provisions of the Security Trust Agreement or by secured party sale judicial or otherwisenon judicial foreclosure or deed-in-lieu thereof, (iv) shall be for a period equal to the term of the Loan this Note and (v) shall at all times have a an initial notional amount equal to or greater than the principal balance of the Loan and shall at all times provide for the applicable Strike Pricethis Note. Borrower Issuers shall collaterally assign to Lender, Trustee for the benefit of Noteholders pursuant to the Collateral Assignment of Mezzanine Interest Rate Cap Agreement (the “Assignment of Interest Rate Cap Agreement”), all of its their right, title and interest to receive any and all payments under the Mezzanine Interest Rate Cap Agreement, and shall deliver to Lender Trustee an executed counterpart of such Mezzanine Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Lender Trustee for the benefit of Noteholders and require that payments be deposited directly into the Deposit Cash Management Account) and shall notify the Acceptable Counterparty of such assignment). (bii) Borrower Issuers shall comply with all of its their obligations under the terms and provisions of the Mezzanine Interest Rate Cap Agreement. All amounts paid by the Acceptable Counterparty under the Mezzanine Interest Rate Cap Agreement to Borrower Issuers or Lender Trustee for the benefit of Noteholders shall be directly deposited immediately into the Deposit Cash Management Account or, during or if the continuance of an Event of DefaultCash Management Account is not then required to be in effect, into such other account as specified by LenderTrustee. Borrower Issuers shall take all actions reasonably requested by Lender Trustee to enforce LenderTrustee’s rights rights, on behalf of Noteholders, under the Mezzanine Interest Rate Cap Agreement in the event of a default by the Acceptable Counterparty and shall not waive, amend or otherwise modify any of its their rights thereunder. (ciii) In the event of any downgrade, withdrawal or qualification of the rating of the Acceptable Counterparty by any Approved Rating AgencyS&P or Xxxxx’x, Borrower Issuers shall replace the Mezzanine Interest Rate Cap Agreement with a Replacement Interest Rate Cap Agreement not later than the period fifteen (15) Business Days following receipt of time provided for in such Mezzanine Interest Rate Cap Agreement following notice from Trustee of such downgrade, withdrawal or qualification (not to exceed ten (10) Business Days)qualification. (div) In the event that Borrower fails Issuers fail to purchase and deliver to Lender Trustee the Mezzanine Interest Rate Cap Agreement or fails fail to maintain the Mezzanine Interest Rate Cap Agreement in accordance with the terms and provisions of this AgreementNote, Lender Trustee, on behalf of Noteholders, may purchase the Mezzanine Interest Rate Cap Agreement and the cost incurred by Lender Trustee in purchasing such Mezzanine Interest Rate Cap Agreement shall be paid by Borrower Issuers to Lender Trustee with interest thereon at the Default Rate from the date such cost was incurred by Lender Trustee until such cost is reimbursed by Borrower Issuers to LenderTrustee. (ev) In connection with the Mezzanine Interest Rate Cap Agreement, Borrower Issuers shall obtain and deliver to Lender (a) a resolution/consent, as applicable, of the Acceptable Counterparty authorizing the delivery of the Mezzanine Interest Rate Cap Agreement acceptable to Lender, and (b) Trustee an opinion from counsel (which counsel may be in-house counsel for the Acceptable Counterparty) for the Acceptable Counterparty (upon which Lender Trustee and its successors and assigns may rely) which shall provide, in relevant part, that: (iA) the Acceptable Counterparty is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or formation and has the organizational power and authority to execute and deliver, and to perform its obligations under, the Mezzanine Interest Rate Cap Agreement; (iiB) the execution and delivery of the Mezzanine Interest Rate Cap Agreement by the Acceptable Counterparty, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been and remain duly authorized by all necessary action and do not contravene any provision of its certificate of incorporation or by-laws (or equivalent organizational documents) or any law, regulation or contractual restriction binding on or affecting it or its property; (iiiC) all consents, authorizations and approvals required for the execution and delivery by the Acceptable Counterparty of the Mezzanine Interest Rate Cap Agreement, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been obtained and remain in full force and effect, all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with any governmental authority or regulatory body is required for such execution, delivery or performance; and (ivD) the Mezzanine Interest Rate Cap Agreement, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, has been duly executed and delivered by the Acceptable Counterparty and constitutes the legal, valid and binding obligation of the Acceptable Counterparty, enforceable against the Acceptable Counterparty in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (f) At such time as the Loan is repaid in full, all of Lender’s right, title and interest in and to the Mezzanine Interest Rate Cap Agreement shall terminate and Lender shall execute and deliver such documents as may be required to evidence Lender’s release of the Mezzanine Interest Rate Cap Agreement and to notify Acceptable Counterparty of such release.

Interest Rate Cap Agreement. (a) Prior to or contemporaneously with the Closing Funding Date, the Designated Borrower shall enter into a Mezzanine an Interest Rate Cap Agreement with a LIBOR SOFR strike price equal to or less than the Strike Price. The Mezzanine Interest Rate Cap Agreement (i) shall at all times be in a form and substance reasonably acceptable to Lender, (ii) shall at all times be with an Acceptable Counterparty, (iii) shall direct such Acceptable Counterparty to deposit directly into the Deposit Lockbox Account any amounts due Designated Borrower under such Mezzanine Interest Rate Cap Agreement so long as any portion of the Debt exists, ; provided that the Debt shall be deemed to exist if the Pledged Collateral is Properties are transferred by secured party sale judicial or otherwisenon-judicial foreclosure or deed-in-lieu thereof, (iv) shall be for a period equal to the term of the Loan and (v) shall at all times have a notional amount equal to or greater than the principal balance of the Loan and shall at all times provide for a strike price not in excess of the applicable then-current Strike Price. Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Mezzanine Interest Rate Cap Agreement (the “Assignment of Interest Rate Cap Agreement”), all of its right, title and interest to receive any and all payments under the Mezzanine Interest Rate Cap Agreement, and shall deliver to Lender an executed counterpart of such Mezzanine Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Lender and require that payments be deposited directly into the Deposit Lockbox Account) and shall notify the Acceptable Counterparty of such assignment. (b) Designated Borrower shall comply with all of its obligations under the terms and provisions of the Mezzanine Interest Rate Cap Agreement. All amounts paid by the Acceptable Counterparty under the Mezzanine Interest Rate Cap Agreement to Designated Borrower or Lender shall be directly deposited immediately into the Deposit Lockbox Account or, during the continuance of an Event of Default, into such other account as specified by Lender. Designated Borrower shall take all actions reasonably requested by Lender Lxxxxx to enforce Lender’s rights under the Mezzanine Interest Rate Cap Agreement in the event of a default by the Acceptable Counterparty and shall not waive, amend or otherwise modify any of its rights thereunder. (c) In the event of any downgrade, withdrawal or qualification of the rating of the Acceptable Counterparty by any Approved Rating Agency, Designated Borrower shall replace (or cause to be replaced) the Mezzanine Interest Rate Cap Agreement with a Replacement Interest Rate Cap Agreement not later than the period ten (10) Business Days following receipt of time provided for in such Mezzanine Interest Rate Cap Agreement following notice from Lender of such downgrade, withdrawal or qualification (not to exceed ten (10) Business Days)qualification. (d) In the event that the Designated Borrower fails to purchase and deliver to Lender the Mezzanine Interest Rate Cap Agreement or fails to maintain the Mezzanine Interest Rate Cap Agreement in accordance with the terms and provisions of this Agreement, upon not less than three (3) Business Days’ prior written notice, Lender may purchase the Mezzanine Interest Rate Cap Agreement and the cost incurred by Lender in purchasing such Mezzanine Interest Rate Cap Agreement shall be paid by Borrower to Lender with interest thereon at the Default Rate from the date such cost was incurred by Lender Lxxxxx until such cost is reimbursed by Borrower Bxxxxxxx to Lender. (e) In connection with the Mezzanine Interest Rate Cap Agreement, Borrower shall obtain and deliver to Lender within fifteen (15) Business Days following the date upon which any Interest Rate Cap Agreement is required pursuant to this Section 2.2.7: (a) a resolution/consent, as applicable, of the Acceptable Counterparty authorizing the delivery of the Mezzanine Interest Rate Cap Agreement reasonably acceptable to Lender, and (b) an opinion from counsel (which counsel may be in-house counsel for the Acceptable Counterparty) for the Acceptable Counterparty (upon which Lender Lxxxxx and its successors and assigns may rely) which shall provide, in relevant part, that: (i) the Acceptable Counterparty is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or formation and has the organizational power and authority to execute and deliver, and to perform its obligations under, the Mezzanine Interest Rate Cap Agreement; (ii) the execution and delivery of the Mezzanine Interest Rate Cap Agreement by the Acceptable Counterparty, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been and remain duly authorized by all necessary action and do not contravene any provision of its certificate of incorporation or by-laws (or equivalent organizational documents) or any law, regulation or contractual restriction binding on or affecting it or its property; (iii) all consents, authorizations and approvals required for the execution and delivery by the Acceptable Counterparty of the Mezzanine Interest Rate Cap Agreement, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been obtained and remain in full force and effect, all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with any governmental authority or regulatory body is required for such execution, delivery or performance; and (iv) the Mezzanine Interest Rate Cap Agreement, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, has been duly executed and delivered by the Acceptable Counterparty and constitutes the legal, valid and binding obligation of the Acceptable Counterparty, enforceable against the Acceptable Counterparty in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (f) At such time as the Loan is repaid in full, all of Lender’s right, title and interest in and to the Mezzanine Interest Rate Cap Agreement shall terminate and Lender shall execute and deliver such documents as may be required to evidence Lender’s release of the Mezzanine Interest Rate Cap Agreement and to notify Acceptable Counterparty of such release.

Interest Rate Cap Agreement. (a) Prior to or contemporaneously with the Closing Date, Borrower shall enter into a Mezzanine an Interest Rate Cap Agreement with a LIBOR strike price equal to the Strike Price. The Mezzanine Interest Rate Cap Agreement (i) shall at all times be in a form and substance reasonably acceptable to Lender, (ii) shall at all times be with an Acceptable Counterparty, (iii) shall direct such Acceptable Counterparty to deposit directly into the Deposit Mezzanine Cash Management Account any amounts due Borrower under such Mezzanine Interest Rate Cap Agreement so long as any portion of the Debt exists, provided that the Debt shall be deemed to exist if the Pledged Collateral is transferred by secured party sale or otherwise, (iv) shall be for a period equal to the term of the Loan and (v) shall at all times have a an initial notional amount equal to or greater than the principal balance of the Loan and shall at all times provide for the applicable Strike PriceLoan. Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Mezzanine Interest Rate Cap Agreement (the “Assignment of Interest Rate Cap Agreement”), all of its right, title and interest to receive any and all payments under the Mezzanine Interest Rate Cap Agreement, and shall deliver to Lender an executed counterpart of such Mezzanine Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Lender and require that payments be deposited directly into the Deposit Mezzanine Cash Management Account) and shall notify the Acceptable Counterparty of such assignment). (b) Borrower shall comply with all of its obligations under the terms and provisions of the Mezzanine Interest Rate Cap Agreement. All amounts paid by the Acceptable Counterparty under the Mezzanine Interest Rate Cap Agreement to Borrower or Lender shall be directly deposited immediately into the Deposit Account or, during the continuance of an Event of Default, into such other account as specified by LenderMezzanine Cash Management Account. Borrower shall take all actions reasonably requested by Lender to enforce Lender’s rights under the Mezzanine Interest Rate Cap Agreement in the event of a default by the Acceptable Counterparty and shall not waive, amend or otherwise modify any of its rights thereunder. (c) In the event of any downgrade, withdrawal or qualification that (i) the Strike Price is modified pursuant to clause (a) of the rating definition of Strike Price, or (ii) Borrower exercises the First Extension Option, the Second Extension Option or the Third Extension Option, or (iii) Lender notifies Borrower that the Counterparty no longer qualifies as an Acceptable Counterparty by any Approved Rating AgencyCounterparty, Borrower shall replace replace, or shall cause the Mezzanine Counterparty to replace, the Interest Rate Cap Agreement with a Replacement Interest Rate Cap Agreement not later than with a LIBOR strike price equal to the period of time provided for in such Mezzanine applicable Strike Price, (A) which Replacement Interest Rate Cap Agreement shall modify the strike price under the Interest Rate Cap Agreement to the applicable Strike Price in effect on such date (with respect to foregoing clause (i)), (B) which Replacement Interest Rate Cap Agreement shall extend the maturity date set forth in the Interest Rate Cap Agreement to the Fixed Maturity Date (with respect to the foregoing clause (ii)) prior to or on the commencement date of the First Extension Term, the Second Extension Term or the Third Extension Term, as the case may be, or (C) as required due to the occurrence of any of the events listed in the foregoing clause (iii), not later than thirty (30) days following receipt of notice from Lender of such downgrade, withdrawal or qualification (not qualification. With respect to exceed ten (10) Business Days)each Replacement Interest Rate Cap Agreement, Borrower shall deliver to Lender a Collateral Assignment of Interest Rate Cap Agreement in a form comparable to the Collateral Assignment of Interest Rate Cap Agreement entered into by Borrower as of the date of this Agreement and that has been acknowledged by the Acceptable Counterparty providing the Replacement Interest Rate Cap Agreement. (d) In the event that Borrower fails to purchase and deliver to Lender the Mezzanine Interest Rate Cap Agreement or fails to maintain the Mezzanine Interest Rate Cap Agreement in accordance with the terms and provisions of this Agreement, after two (2) Business Days prior written notice to Borrower if the Interest Rate Cap Agreement is being replaced pursuant to Section 2.2.7(c)(iii) hereof, Lender may purchase the Mezzanine Interest Rate Cap Agreement and the cost incurred by Lender in purchasing such Mezzanine Interest Rate Cap Agreement shall be paid by Borrower to Lender with interest thereon at the Default Rate from the date such cost was incurred by Lender until such cost is reimbursed by Borrower to Lender. (e) In connection with the Mezzanine Interest Rate Cap Agreement, Borrower shall obtain and deliver to Lender (a) a resolution/consent, as applicable, of the Acceptable Counterparty authorizing the delivery of the Mezzanine Interest Rate Cap Agreement acceptable to Lender, and (b) an opinion from counsel (which counsel may be in-house counsel for the Acceptable Counterparty) for the Acceptable Counterparty (upon which Lender and its successors and assigns may rely) which shall provide, in relevant part, that: (i) the Acceptable Counterparty is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or formation and has the organizational power and authority to execute and deliver, and to perform its obligations under, the Mezzanine Interest Rate Cap Agreement; (ii) the execution and delivery of the Mezzanine Interest Rate Cap Agreement by the Acceptable Counterparty, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been and remain duly authorized by all necessary action and do not contravene any provision of its certificate of incorporation or by-laws (or equivalent organizational documents) or any law, regulation or contractual restriction binding on or affecting it or its property; (iii) all consents, authorizations and approvals required for the execution and delivery by the Acceptable Counterparty of the Mezzanine Interest Rate Cap Agreement, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been obtained and remain in full force and effect, all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with any governmental authority or regulatory body is required for such execution, delivery or performance; and (iv) the Mezzanine Interest Rate Cap Agreement, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, has been duly executed and delivered by the Acceptable Counterparty and constitutes the legal, valid and binding obligation of the Acceptable Counterparty, enforceable against the Acceptable Counterparty in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (f) At such time as the Loan is repaid in full, all of Lender’s right, title and interest in and to the Mezzanine Interest Rate Cap Agreement shall terminate and Lender shall execute and deliver such documents as may be required to evidence Lender’s release of the Mezzanine Interest Rate Cap Agreement and to notify Acceptable Counterparty of such release.

Interest Rate Cap Agreement. (a) Prior to or contemporaneously with the Closing Date, Borrower shall enter into a Mezzanine an Interest Rate Cap Agreement with respect to Component A with a LIBOR strike price equal to the Strike Price. The Mezzanine Interest Rate Cap Agreement (i) shall at all times be in a form and substance reasonably acceptable to Lender, (ii) shall at all times be with an Acceptable Counterparty, (iii) shall direct such Acceptable Counterparty to deposit directly into the Deposit Domestic Cash Management Account any amounts due Borrower under such Mezzanine Interest Rate Cap Agreement so long as any portion of the Debt exists, provided that the Debt shall be deemed to exist if the Pledged Collateral is Properties transferred by secured party sale judicial or otherwisenon-judicial foreclosure or deed-in-lieu thereof, (iv) shall be for a period equal to the initial term of the Loan Component A and (v) shall at all times have a notional amount equal to or greater than the principal balance of Component A of the Loan and shall at all times provide for the applicable Strike Price. Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Mezzanine Interest Rate Cap Agreement (the “Assignment of Interest Rate Cap Agreement”), all of its right, title and interest to receive any and all payments under the Mezzanine Interest Rate Cap Agreement, and shall deliver to Lender an executed counterpart of such Mezzanine Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Lender and require that payments be deposited directly into the Deposit Cash Management Account) and shall notify the Acceptable Counterparty of such assignment. (b) Borrower shall comply with all of its obligations under the terms and provisions of the Mezzanine Interest Rate Cap Agreement. All amounts paid by the Acceptable Counterparty under the Mezzanine Interest Rate Cap Agreement to Borrower or Lender shall be directly deposited immediately into the Deposit Account or, during the continuance of an Event of Default, into such other account as specified by LenderDomestic Cash Management Account. Borrower shall take all commercially reasonable actions reasonably requested by Lender to enforce Lender’s rights under the Mezzanine Interest Rate Cap Agreement in the event of a default by the Acceptable Counterparty and shall not waive, amend or otherwise modify any of its rights thereunderthereunder without Lender’s prior written consent, not to be unreasonably withheld. (c) In the event of any downgrade, withdrawal or qualification of the rating of the Acceptable Counterparty by any Approved Rating AgencyAgency such that it is no longer an Acceptable Counterparty, Borrower shall replace the Mezzanine Interest Rate Cap Agreement with a Replacement Interest Rate Cap Agreement not later than the period ten (10) Business Days following receipt of time provided for in such Mezzanine Interest Rate Cap Agreement following notice from Lender of such downgrade, withdrawal or qualification (not to exceed ten (10) Business Days)qualification. (d) In the event that Borrower fails to purchase and deliver to Lender the Mezzanine Interest Rate Cap Agreement or fails to maintain the Mezzanine Interest Rate Cap Agreement in accordance with the terms and provisions of this Agreement, Lender may purchase the Mezzanine Interest Rate Cap Agreement and the out-of-pocket cost incurred by Lender in purchasing such Mezzanine Interest Rate Cap Agreement shall be paid by Borrower to Lender with interest thereon at the Default Rate from the date such cost was incurred by Lender until such cost is reimbursed by Borrower to Lender. (e) In connection with the Mezzanine Interest Rate Cap Agreement, Borrower shall obtain and deliver to Lender (a) a resolution/consent, as applicable, of the Acceptable Counterparty authorizing the delivery of the Mezzanine Interest Rate Cap Agreement acceptable to Lender, and (b) an opinion from counsel (which counsel may be in-house counsel for the Acceptable Counterparty) for the Acceptable Counterparty (upon which Lender and its successors and assigns may rely) in form and substance reasonably acceptable to Lender, which shall provide, in relevant part, that: (i) the Acceptable Counterparty is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or formation and has the organizational power and authority to execute and deliver, and to perform its obligations under, the Mezzanine Interest Rate Cap Agreement; (ii) the execution and delivery of the Mezzanine Interest Rate Cap Agreement by the Acceptable Counterparty, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been and remain duly authorized by all necessary action and do not contravene any provision of its certificate of incorporation or by-laws (or equivalent organizational documents) or any law, regulation or contractual restriction binding on or affecting it or its property; (iii) all consents, authorizations and approvals required for the execution and delivery by the Acceptable Counterparty of the Mezzanine Interest Rate Cap Agreement, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been obtained and remain in full force and effect, all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with any governmental authority or regulatory body is required for such execution, delivery or performance; and (iv) the Mezzanine Interest Rate Cap Agreement, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, has been duly executed and delivered by the Acceptable Counterparty and constitutes the legal, valid and binding obligation of the Acceptable Counterparty, enforceable against the Acceptable Counterparty in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (f) At such time as the Loan is repaid in full, all of Lender’s right, title and interest in and to the Mezzanine Interest Rate Cap Agreement shall terminate and Lender shall execute and deliver such documents as may be required to evidence Lender’s release of the Mezzanine Interest Rate Cap Agreement and to notify Acceptable Counterparty of such release.

Interest Rate Cap Agreement. (a) 2.%2.%3.%4. Prior to or contemporaneously with the Closing Date, Borrower shall enter into a Mezzanine an Interest Rate Cap Agreement with a LIBOR strike price equal to the Strike Price. The Mezzanine Interest Rate Cap Agreement (i) shall at all times be in a form and substance reasonably acceptable to Lender, (ii) shall at all times be with an Acceptable Counterparty, (iii) shall direct such Acceptable Counterparty to deposit directly into the Deposit Cash Management Account any amounts due Borrower under such Mezzanine Interest Rate Cap Agreement so long as any portion of the Debt exists, provided that the Debt shall be deemed to exist if the Pledged Collateral Property is transferred by secured party sale judicial or otherwisenon‑judicial foreclosure or deed-in-lieu thereof, (iv) shall be for a period equal to the term of the Loan and (v) shall at all times have a notional amount equal to or greater than the principal balance of the Loan and shall at all times provide for the applicable Strike Price. Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Mezzanine Interest Rate Cap Agreement (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the “Assignment of Interest Rate Cap Agreement”), all of its right, title and interest to receive any and all payments under the Mezzanine Interest Rate Cap Agreement, and shall deliver to Lender an executed counterpart of such Mezzanine Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Lender and require that payments be deposited directly into the Deposit Cash Management Account) and shall notify the Acceptable Counterparty of such assignment. (ba) Borrower shall comply with all of its obligations under the terms and provisions of the Mezzanine Interest Rate Cap Agreement. All amounts paid by the Acceptable Counterparty under the Mezzanine Interest Rate Cap Agreement to Borrower or Lender shall be directly deposited immediately promptly (but, in the case of Borrower, in no event later than one (1) Business Day after receipt) into the Deposit Account or, during the continuance of an Event of Default, into such other account as specified by LenderCash Management Account. Borrower shall take all actions reasonably requested by Lender to enforce Lender’s rights under the Mezzanine Interest Rate Cap Agreement in the event of a default by the Acceptable Counterparty and shall not waive, amend or otherwise modify any of its rights thereunder. (cb) In the event of any downgrade, withdrawal or qualification of the rating of the Acceptable Counterparty by any Approved Rating Agency, Borrower shall replace the Mezzanine Interest Rate Cap Agreement with a Replacement Interest Rate Cap Agreement not later than the period ten (10) Business Days following receipt of time provided for in such Mezzanine Interest Rate Cap Agreement following notice from Lender of such downgrade, withdrawal or qualification (not to exceed ten (10) Business Days)qualification. (dc) In the event that Borrower fails to purchase and deliver to Lender the Mezzanine Interest Rate Cap Agreement or fails to maintain the Mezzanine Interest Rate Cap Agreement in accordance with the terms and provisions of this Agreement, Lender may purchase the Mezzanine Interest Rate Cap Agreement and the cost incurred by Lender in purchasing such Mezzanine Interest Rate Cap Agreement shall be paid by Borrower to Lender with interest thereon at the Default Rate from the date such cost was incurred by Lender until such cost is reimbursed by Borrower to Lender. (ed) In connection with the Mezzanine Interest Rate Cap Agreement, Borrower shall obtain and deliver to Lender (a) a resolution/consent, as applicable, of the Acceptable Counterparty authorizing the delivery of the Mezzanine Interest Rate Cap Agreement acceptable to Lender, and (b) an opinion from counsel (which counsel may be in-house in‑house counsel for the Acceptable Counterparty) for the Acceptable Counterparty (upon which Lender and its successors and assigns may rely) which shall provide, in relevant part, that: (i) the Acceptable Counterparty is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or formation and has the organizational power and authority to execute and deliver, and to perform its obligations under, the Mezzanine Interest Rate Cap Agreement; (ii) the execution and delivery of the Mezzanine Interest Rate Cap Agreement by the Acceptable Counterparty, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been and remain duly authorized by all necessary action and do not contravene any provision of its certificate of incorporation or by-laws by‑laws (or equivalent organizational documents) or any law, regulation or contractual restriction binding on or affecting it or its property; (iii) all consents, authorizations and approvals required for the execution and delivery by the Acceptable Counterparty of the Mezzanine Interest Rate Cap Agreement, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been obtained and remain in full force and effect, all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with any governmental authority or regulatory body is required for such execution, delivery or performance; and (iv) the Mezzanine Interest Rate Cap Agreement, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, has been duly executed and delivered by the Acceptable Counterparty and constitutes the legal, valid and binding obligation of the Acceptable Counterparty, enforceable against the Acceptable Counterparty in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (f) At such time as the Loan is repaid in full, all of Lender’s right, title and interest in and to the Mezzanine Interest Rate Cap Agreement shall terminate and Lender shall execute and deliver such documents as may be required to evidence Lender’s release of the Mezzanine Interest Rate Cap Agreement and to notify Acceptable Counterparty of such release.