Common use of Interest Rate Cap Clause in Contracts

Interest Rate Cap. At all times during the term of the Loan Borrower shall maintain in effect an Interest Rate Protection Agreement having a term equal to the term of the Loan, with an initial notional amount equal to the amount of the Loan and with a Counterparty reasonably acceptable to Lender having a Minimum Counterparty Rating. If Borrower obtains one (1) interest rate cap, the LIBOR strike rate under the Interest Rate Protection Agreement shall be equal to or less than the Capped LIBOR Rate, or if Borrower obtains more than one (1) interest rate cap, the blended LIBOR strike rate under the Interest Rate Protection Agreement, as determined by Lender, shall be equal to or less than the Capped LIBOR Rate. The Interest Rate Protection Agreement shall be in form and substance substantially similar to the Interest Rate Protection Agreement in effect as of the date hereof. In the event of any downgrade or withdrawal of the rating of such Counterparty by any Rating Agency below the Minimum Counterparty Rating, Borrower shall replace the Interest Rate Protection Agreement not later than thirty (30) Business Days following receipt of notice from Lender of such downgrade or withdrawal with an Interest Rate Protection Agreement in form and substance reasonably satisfactory to Lender (and meeting the requirements set forth in this Section 2.5) from a Counterparty acceptable to Lender having a Minimum Counterparty Rating; provided, however, that if Lender is the Counterparty and any Rating Agency withdraws or downgrades the credit rating of Lender below the Minimum Counterparty Rating, Borrower shall not be required to replace the Counterparty under the Interest Rate Protection Agreement provided that within thirty (30) Business Days following Lender’s written notice to Borrower of such downgrade or withdrawal Lender posts additional collateral acceptable to the Rating Agencies securing its obligations under the Interest Rate Protection Agreement.

Interest Rate Cap. At all times during the term of the Loan Borrower shall maintain in effect an Interest Rate Protection Agreement having a term equal to the term of the Loan, with an initial notional amount equal to the amount of the Loan and with a Counterparty reasonably acceptable to Lender having a Minimum Counterparty Rating. If Borrower obtains one (1) interest rate cap, the LIBOR strike rate under the Interest Rate Protection Agreement shall be equal to or less than the Capped LIBOR Rate, or if Borrower obtains more than one (1) interest rate cap, the blended LIBOR strike rate under the Interest Rate Protection Agreement, as determined by Lender, shall be equal to or less than the Capped LIBOR Rate. The Interest Rate Protection Agreement shall be in form and substance substantially similar to the Interest Rate Protection Agreement in effect as of the date hereof. In the event of any downgrade or withdrawal of the rating of such Counterparty by any Rating Agency below the Minimum Counterparty Rating, Borrower shall replace the Interest Rate Protection Agreement not later than thirty (30) Business Days following receipt of notice from Lender of such downgrade or withdrawal with an Interest Rate Protection Agreement in form and substance reasonably satisfactory to Lender (and meeting the requirements set forth in this Section 2.5) from a Counterparty acceptable to Lender having a Minimum Counterparty Rating; provided, however, that if Lender is the Counterparty and any Rating Agency withdraws or downgrades the credit rating of Lender below the Minimum Counterparty Rating, Borrower shall not be required to replace the Counterparty under the Interest Rate Protection Agreement provided that within thirty (30) Business Days following Lender’s written notice to Borrower of such downgrade or withdrawal Lender posts additional collateral acceptable to the Rating Agencies securing its obligations under the Interest Rate Protection Agreement.

Interest Rate Cap. At all times during the term of the Loan (including during any Extension Term), Borrower shall maintain in effect an Interest Rate Protection Agreement having a term equal to the term of the Loan, with an initial notional amount equal to the original principal amount of the Loan and with a Counterparty reasonably acceptable to Lender Agent having a Minimum Counterparty Rating. If For the avoidance of doubt, as of the date hereof, Borrower obtains one shall only be obligated to maintain in effect an Interest Rate Protection Agreement covering the first two (12) interest rate capyears of the Loan term. Prior to the commencement of the third (3rd) year of the Loan term, Borrower shall extend the LIBOR strike rate under term of the original Interest Rate Protection Agreement or obtain an additional or replacement Interest Rate Protection Agreement covering the third (3rd) year of the Loan term. As a condition to Borrower exercising its right to extend the term of the Loan for any Extension Term, on or prior to the then applicable Maturity Date, Borrower shall (a) extend the term of the Interest Rate Protection Agreement shall be equal to delivered in connection with the closing of the Loan or less than the Capped LIBOR Rate, or if Borrower obtains more than one (1b) interest rate cap, the blended LIBOR strike rate under the Interest Rate Protection Agreement, as determined by Lender, shall be equal to or less than the Capped LIBOR Rate. The purchase a new Interest Rate Protection Agreement shall be in form having a term ending not earlier than the extended Maturity Date and substance substantially similar having a strike price equal to the Interest Rate Protection Agreement in effect as of the date hereofthen required Capped LIBOR Rate. In the event of any withdrawal of the rating of such Counterparty by any Rating Agency or downgrade or withdrawal of the rating of such Counterparty by any Rating Agency below the Minimum Counterparty Rating, Borrower shall replace the Interest Rate Protection Agreement not later than thirty ten (3010) Business Days following receipt of notice from Lender of such downgrade or withdrawal with an Interest Rate Protection Agreement in form and substance reasonably satisfactory to Lender Agent (and meeting the requirements set forth in this Section 2.54.1.18) from a Counterparty reasonably acceptable to Lender Agent having a Minimum Counterparty Rating; provided, however, that if Lender is the Counterparty and any Rating Agency withdraws or downgrades the credit rating of Lender the Counterparty below the Minimum Counterparty Rating, Borrower shall not be required to replace the Counterparty under the Interest Rate Protection Agreement provided that within thirty ten (3010) Business Days following Lender’s written notice to Borrower of such downgrade or withdrawal Lender withdrawal, (y) such Counterparty or an Affiliate thereof posts additional collateral reasonably acceptable to the Rating Agencies Agent from time to time securing its obligations under the Interest Rate Protection Agreement and shall enter into an ISDA Credit Support Annex (CSA) governed by the law of the State of New York with respect to such additional collateral or (z) an Affiliate of such Counterparty with a Minimum Counterparty Rating delivers a guaranty acceptable to Agent guaranteeing such Counterparty’s obligations under the Interest Rate Protection Agreement and shall enter into an ISDA Credit Support Annex (CSA) governed by the law of the State of New York with respect to such guaranty. Notwithstanding the foregoing, if S&P withdraws or downgrades the long-term credit rating of such Counterparty below “BBB”, or Mxxxx’x withdraws or downgrades the long term credit rating of such Counterparty below “Baa2”, Borrower shall replace the Interest Rate Protection Agreement not later than ten (10) Business Days following receipt of notice of such downgrade, or withdrawal with an Interest Rate Protection Agreement in form and substance reasonably satisfactory to Agent (and meeting the requirements set forth in this Section 4.1.18) from a Counterparty having a Minimum Counterparty Rating. Any new or replacement Interest Rate Protection Agreement required to be delivered by Borrower to Agent hereunder shall be in form and substance substantially similar to the Interest Rate Protection Agreement in effect as of the date hereof and Borrower shall provide Agent with a new Assignment of Rate Protection Agreement with respect thereto in substantially the form of Assignment of Rate Protection Agreement, together with an opinion of counsel with respect thereto reasonably acceptable to Agent. At the time Borrower enters into any Interest Rate Protection Agreement, the Counterparty and Borrower shall each be an “Eligible Contract Participant”, as such term is defined under the Commodity Exchange Act, and shall otherwise satisfy all requirements under the Dxxx Xxxxx Wall Street Reform and Consumer Protection Act in connection with entering into the Interest Rate Protection Agreement.

Interest Rate Cap. At all times during the term of the Loan Borrower shall maintain in effect an Interest Rate Protection Agreement having a term equal to the term of the Loan, with an initial notional amount equal to the amount of the Loan and with a Counterparty reasonably acceptable to Lender having a Minimum Counterparty Rating. If Borrower obtains one (1) interest rate cap, the LIBOR strike rate under the Interest Rate Protection Agreement shall be equal to or less than the Capped LIBOR Rate, or if Borrower obtains more than one (1) interest rate cap, the blended LIBOR strike rate under the Interest Rate Protection Agreement, as reasonably determined by Lender, shall be equal to or less than the Capped LIBOR Rate. The Interest Rate Protection Agreement shall be in form and substance substantially similar to the Interest Rate Protection Agreement in effect as of the date hereof. In the event of any downgrade or withdrawal of the rating of such Counterparty by any Rating Agency below the Minimum Counterparty Rating or the placement by Xxxxx’x of such Counterparty “On Watch for Downgrade” from the Minimum Counterparty Rating, Borrower shall replace the Interest Rate Protection Agreement not later than thirty (30) Business Days following receipt of written notice from Lender of such downgrade or withdrawal with an Interest Rate Protection Agreement in form and substance reasonably satisfactory to Lender (and meeting the requirements set forth in this Section 2.54.1.11) from a Counterparty reasonably acceptable to Lender having a Minimum Counterparty Rating; provided, however, that if Lender is the Counterparty and any Rating Agency withdraws or downgrades the credit rating of Lender the Counterparty below the Minimum Counterparty Rating or if Xxxxx’x places such Counterparty “On Watch for Downgrade” from the Minimum Counterparty Rating, Borrower shall not be required to replace the Counterparty under the Interest Rate Protection Agreement provided that within thirty ten (3010) Business Days following Lender’s written notice to Borrower of such downgrade downgrade, withdrawal or withdrawal Lender placement “On Watch for Downgrade” (y) such Counterparty or an Affiliate thereof posts additional collateral acceptable to the Rating Agencies securing its obligations under the Interest Rate Protection Agreement or (z) an Affiliate of such Counterparty with a Minimum Counterparty Rating delivers a guaranty acceptable to the Rating Agencies guaranteeing such Counterparty’s obligations under the Interest Rate Protection Agreement. Notwithstanding the foregoing, if S&P or Fitch withdraws or downgrades the credit rating of such Counterparty below “A1”, or Xxxxx’x withdraws or downgrades the credit rating of such Counterparty below “A2” (if the Counterparty has only a long term rating from Xxxxx’x) or below “A3” or “P-2” (if the Counterparty has both long term and short term ratings from Xxxxx’x), Borrower shall replace the Interest Rate Protection Agreement not later than twenty (20) days following receipt of written notice from Lender of such downgrade or withdrawal with an Interest Rate Protection Agreement in form and substance reasonably satisfactory to Lender (and meeting the requirements set forth in this Section 4.1.11) from a Counterparty reasonably acceptable to Lender having a Minimum Counterparty Rating.

Interest Rate Cap. (a) At all times during the term of the Loan (including during any Extension Period), Borrower shall maintain in effect an Interest Rate Protection Agreement having a term equal to the term of the Loan, with an initial notional amount equal to the amount of the Loan and with a Counterparty reasonably acceptable to Lender having a Minimum Counterparty Rating. If Borrower obtains one (1) interest rate cap, the LIBOR strike rate under the The Interest Rate Protection Agreement shall be have a strike price equal to or less than the Capped LIBOR Rate. (b) Prior to or on the Closing Date, or if Borrower obtains more than one (1) interest rate cap, the blended LIBOR strike rate under shall have obtained the Interest Rate Protection AgreementAgreement with a term through at least the Initial Maturity Date. Borrower shall (x) at least sixty (60) days prior to the expiration of the term of initial Interest Rate Protection Agreement and (y) as a condition to Borrower exercising its right extend the term of the Loan for the Extension Term, on or prior to the initial Maturity Date, (i) extend the term of the initial Interest Rate Protection Agreement delivered in connection with the closing of the Loan or (ii) purchase a new Interest Rate Protection Agreement having a term ending not earlier than the Initial Maturity Date or extended Maturity Date, as determined by Lenderapplicable, shall be and having a strike price equal to or less than the Capped LIBOR Rate. The Interest Rate Protection Agreement shall be in form and substance substantially similar to the Interest Rate Protection Agreement in effect as of the date hereof. In the event of any withdrawal of the rating of such Counterparty by any Rating Agency or downgrade or withdrawal of the rating of such Counterparty by any Rating Agency below the Minimum Counterparty Rating, Borrower shall notify Lender of such downgrade and shall replace the Interest Rate Protection Agreement not later than thirty ten (3010) Business Days following receipt of notice from Lender of such downgrade or withdrawal with an Interest Rate Protection Agreement in form and substance reasonably satisfactory to Lender (and meeting the requirements set forth in this Section 2.54.1.11) from a Counterparty reasonably acceptable to Lender having a Minimum Counterparty Rating; provided, however, that if Lender is the Counterparty and any Rating Agency withdraws or downgrades the credit rating of Lender the Counterparty below the Minimum Counterparty Rating, Borrower shall not be required to replace the Counterparty under the Interest Rate Protection Agreement provided that within thirty ten (3010) Business Days following Lender’s written notice to Borrower of such downgrade or withdrawal Lender withdrawal, (y) such Counterparty or an Affiliate thereof posts additional collateral acceptable to the Rating Agencies Lender from time to time securing its obligations under the Interest Rate Protection Agreement and shall enter into an ISDA Credit Support Annex (CSA) governed by the law of the State of New York with respect to such additional collateral or (z) an Affiliate of such Counterparty with a Minimum Counterparty Rating delivers a guaranty acceptable to Lender guaranteeing such Counterparty’s obligations under the Interest Rate Protection Agreement and shall enter into an ISDA Credit Support Annex (CSA) governed by the law of the State of New York with respect to such guaranty. Any new or replacement Interest Rate Protection Agreement required to be delivered by Borrower to Lender hereunder shall be in form and substance reasonably acceptable to Lender and Borrower shall provide Lender with an Assignment of Protection Agreement with respect thereto in the form of the Assignment of Protection Agreement, together with an opinion of counsel with respect thereto reasonably acceptable to Lender. At the time Borrower enters into any Interest Rate Protection Agreement, the Counterparty and Borrower shall each be an “Eligible Contract Participant”, as such term is defined under the Commodity Exchange Act, and shall otherwise satisfy all requirements under the Xxxx Xxxxx Wall Street Reform and Consumer Protection Act in connection with entering into the Interest Rate Protection Agreement. (c) Borrower shall not (i) without the prior written consent of Lender, materially modify, amend or supplement the terms of the Interest Rate Protection Agreement, (ii) without the prior written consent of Lender, except in accordance with the terms of the Interest Rate Protection Agreement, cause the termination of the Interest Rate Protection Agreement prior to its stated maturity date, (iii) without the prior written consent of Lender, except as aforesaid, waive or release any material obligation of the Counterparty (or any successor or substitute party to the Interest Rate Protection Agreement) under the Interest Rate Protection Agreement, (iv) without the prior written consent of Lender, consent or agree to any act or omission to act on the part of the Counterparty (or any successor or substitute party to the Interest Rate Protection Agreement) which, without such consent or agreement, would constitute a default under the Interest Rate Protection Agreement, (v) fail to exercise promptly and diligently each and every material right which it may have under the Interest Rate Protection Agreement, (vi) take or intentionally omit to take any action or intentionally suffer or permit any action to be omitted or taken, the taking or omission of which would result in any right of offset against sums payable under the Interest Rate Protection Agreement or any defense by the Counterparty (or any successor or substitute party to the Interest Rate Protection Agreement) to payment, or (vii) fail to give prompt notice to Lender of any written notice of default given by or to Borrower under or with respect to the Interest Rate Protection Agreement, together with a complete copy of such notice. (d) In connection with the Interest Rate Protection Agreement delivered at Closing, Borrower shall obtain and deliver to Lender an opinion of counsel from counsel (which counsel may be in-house counsel for the Counterparty) for the Counterparty upon which Lender and their successors and assigns may rely, under New York law and, if the Counterparty is a non-U.S. entity, the applicable foreign law, which shall provide in relevant part, that: (i) the Counterparty is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation and has the organizational power and authority to execute and deliver, and to perform its obligations under, the Interest Rate Protection Agreement; (ii) the execution and delivery of the Interest Rate Protection Agreement by the Counterparty, and any other agreement which the 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 Counterparty of the Interest Rate Protection Agreement, and any other agreement which the 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 Interest Rate Protection Agreement has been duly executed and delivered by the Counterparty and constitutes the legal, valid and binding obligation of the Counterparty, enforceable against the 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).

Interest Rate Cap. At all times during the term of the Loan Borrower shall maintain in effect an Interest Rate Protection Agreement having a term equal to the term of the Loan, with an initial notional amount equal to the amount of the Loan and with a Counterparty reasonably acceptable to Lender having a Minimum Counterparty Rating. If Borrower obtains one (1) interest rate cap, the LIBOR strike rate under the Interest Rate Protection Agreement shall be equal to or less than the Capped LIBOR Rate, or if Borrower obtains more than one (1) interest rate cap, the blended LIBOR strike rate under the Interest Rate Protection Agreement, as determined by Lender, shall be equal to or less than the Capped LIBOR Rate. The Interest Rate Protection Agreement shall be in form and substance substantially similar to the Interest Rate Protection Agreement in effect as of the date hereof. In the event of any downgrade or withdrawal of the rating of such Counterparty by any Rating Agency below the Minimum Counterparty Rating, Borrower shall replace the Interest Rate Protection Agreement not later than thirty (30) Business Days following receipt of notice from Lender of such downgrade or withdrawal with an Interest Rate Protection Agreement in form and substance reasonably satisfactory to Lender (and meeting the requirements set forth in this Section 2.5) from a Counterparty acceptable to Lender having a Minimum Counterparty Rating; provided, however, that if Lender is the Counterparty and any Rating Agency withdraws or downgrades the credit rating of Lender below the Minimum Counterparty Rating, Borrower shall not be required to replace the Counterparty under the Interest Rate Protection Agreement provided that within thirty (30) Business Days following Lender’s written notice to Borrower of such downgrade or withdrawal Lender posts additional collateral acceptable to the Rating Agencies securing its obligations under the Interest Rate Protection protection Agreement.

Interest Rate Cap. At all times during the term of the Loan (including during any Extension Term), Borrower shall maintain in effect an Interest Rate Protection Agreement having a term equal to the term of the Loan, with an initial notional amount equal to the amount of the Total Advanced Loan Amount and with a Counterparty reasonably acceptable to Lender Agent having a Minimum Counterparty Rating. If For the avoidance of doubt, as of the date hereof, Borrower obtains one shall only be obligated to maintain in effect an Interest Rate Protection Agreement covering the first two (12) interest rate capyears of the Loan term. Prior to the commencement of the third (3rd) year of the Loan term, Borrower shall extend the LIBOR strike rate under term of the original Interest Rate Protection Agreement or obtain an additional or replacement Interest Rate Protection Agreement covering the third (3rd) year of the Loan term. As a condition to Borrower exercising its right to extend the term of the Loan for any Extension Term, on or prior to the then applicable Maturity Date, Borrower shall (a) extend the term of the Interest Rate Protection Agreement shall be equal to delivered in connection with the closing of the Loan or less than the Capped LIBOR Rate, or if Borrower obtains more than one (1b) interest rate cap, the blended LIBOR strike rate under the Interest Rate Protection Agreement, as determined by Lender, shall be equal to or less than the Capped LIBOR Rate. The purchase a new Interest Rate Protection Agreement shall be in form having a term ending not earlier than the extended Maturity Date and substance substantially similar having a strike price equal to the Interest Rate Protection Agreement in effect as of the date hereofthen required Capped LIBOR Rate. In the event of any withdrawal of the rating of such Counterparty by any Rating Agency or downgrade or withdrawal of the rating of such Counterparty by any Rating Agency below the Minimum Counterparty Rating, Borrower shall replace the Interest Rate Protection Agreement not later than thirty ten (3010) Business Days following receipt of notice from Lender of such downgrade or withdrawal with an Interest Rate Protection Agreement in form and substance reasonably satisfactory to Lender Agent (and meeting the requirements set forth in this Section 2.54.1.18) from a Counterparty reasonably acceptable to Lender Agent having a Minimum Counterparty Rating; provided, however, that if Lender is the Counterparty and any Rating Agency withdraws or downgrades the credit rating of Lender the Counterparty below the Minimum Counterparty Rating, Borrower shall not be required to replace the Counterparty under the Interest Rate Protection Agreement provided that within thirty ten (3010) Business Days following Lender’s written notice to Borrower of such downgrade or withdrawal Lender withdrawal, (y) such Counterparty or an Affiliate thereof posts additional collateral reasonably acceptable to the Rating Agencies Agent from time to time securing its obligations under the Interest Rate Protection Agreement and shall enter into an ISDA Credit Support Annex (CSA) governed by the law of the State of New York with respect to such additional collateral or (z) an Affiliate of such Counterparty with a Minimum Counterparty Rating delivers a guaranty acceptable to Agent guaranteeing such Counterparty’s obligations under the Interest Rate Protection Agreement and shall enter into an ISDA Credit Support Annex (CSA) governed by the law of the State of New York with respect to such guaranty. Notwithstanding the foregoing, if S&P withdraws or downgrades the long-term credit rating of such Counterparty below “BBB”, or Xxxxx’x withdraws or downgrades the long term credit rating of such Counterparty below “Baa2”, Borrower shall replace the Interest Rate Protection Agreement not later than ten (10) Business Days following receipt of notice of such downgrade, or withdrawal with an Interest Rate Protection Agreement in form and substance reasonably satisfactory to Agent (and meeting the requirements set forth in this Section 4.1.18) from a Counterparty having a Minimum Counterparty Rating. Any new or replacement Interest Rate Protection Agreement required to be delivered by Borrower to Agent hereunder shall be in form and substance substantially similar to the Interest Rate Protection Agreement in effect as of the date hereof and Borrower shall provide Agent with a new Assignment of Rate Protection Agreement with respect thereto in substantially the form of Assignment of Rate Protection Agreement, together with an opinion of counsel with respect thereto reasonably acceptable to Agent. At the time Borrower enters into any Interest Rate Protection Agreement, the Counterparty and Borrower shall each be an “Eligible Contract Participant”, as such term is defined under the Commodity Exchange Act, and shall otherwise satisfy all requirements under the Xxxx Xxxxx Wall Street Reform and Consumer Protection Act in connection with entering into the Interest Rate Protection Agreement.

Interest Rate Cap. At all times during the term of the Loan Loan, Borrower shall maintain in effect an Interest Rate Protection Agreement having a term equal to the term of the Loan, with an initial notional amount equal to the amount of the Loan and with a Counterparty reasonably acceptable to Lender having a Minimum Counterparty Rating. If Borrower obtains one (1) interest rate cap, the LIBOR strike rate under the Interest Rate Protection Agreement shall be equal to or less than the Capped LIBOR Rate, or if Borrower obtains more than one (1) interest rate cap, the blended LIBOR strike rate under the Interest Rate Protection Agreement, as determined by Lender, shall be equal to or less than the Capped LIBOR Rate. The Interest Rate Protection Agreement shall be in form and substance substantially similar to the Interest Rate Protection Agreement in effect as of the date hereof. In the event of any downgrade or withdrawal of the rating of such Counterparty by any Rating Agency below the Minimum Counterparty Rating or the placement by Xxxxx'x of such Counterparty "On Watch for Downgrade" from the Minimum Counterparty Rating, Borrower shall replace the Interest Rate Protection Agreement not later than thirty (30) Business Days following receipt of notice from Lender of such downgrade or withdrawal with an Interest Rate Protection Agreement in form and substance reasonably satisfactory to Lender (and meeting the requirements set forth in this Section 2.54.1.11) from a Counterparty reasonably acceptable to Lender having a Minimum Counterparty Rating; provided, however, that if Lender is the Counterparty and any Rating Agency withdraws or downgrades the credit rating of Lender the Counterparty below the Minimum Counterparty Rating, Borrower shall not be required to replace the Counterparty under the Interest Rate Protection Agreement provided that within thirty (30) Business Days following Lender’s written notice to Borrower of such downgrade or withdrawal Lender posts additional collateral acceptable to the Rating Agencies securing its obligations under the Interest Rate Protection Agreement.Counterparty

Interest Rate Cap. At all times during the term of the Loan (including during any Extension Term), Borrower shall maintain in effect an Interest Rate Protection Agreement having a term equal to the term of the Loan, with an initial notional amount equal to the amount of the Total Advanced Loan Amount and with a Counterparty reasonably acceptable to Lender Agent having a Minimum Counterparty Rating. If For the avoidance of doubt, as of the date hereof, Borrower obtains one shall only be obligated to maintain in effect an Interest Rate Protection Agreement covering the first two (12) interest rate capyears of the Loan term. Prior to the commencement of the third (3rd) year of the Loan term, Borrower shall extend the LIBOR strike rate under term of the original Interest Rate Protection Agreement or obtain an additional or replacement Interest Rate Protection Agreement covering the third (3rd) year of the Loan term. As a condition to Borrower exercising its right to extend the term of the Loan for any Extension Term, on or prior to the then applicable Maturity Date, Borrower shall (a) extend the term of the Interest Rate Protection Agreement shall be equal to delivered in connection with the closing of the Loan or less than the Capped LIBOR Rate, or if Borrower obtains more than one (1b) interest rate cap, the blended LIBOR strike rate under the Interest Rate Protection Agreement, as determined by Lender, shall be equal to or less than the Capped LIBOR Rate. The purchase a new Interest Rate Protection Agreement shall be in form having a term ending not earlier than the extended Maturity Date and substance substantially similar having a strike price equal to the Interest Rate Protection Agreement in effect as of the date hereofthen required Capped LIBOR Rate. In the event of any withdrawal of the rating of such Counterparty by any Rating Agency or downgrade or withdrawal of the rating of such Counterparty by any Rating Agency below the Minimum Counterparty Rating, Borrower shall replace the Interest Rate Protection Agreement not later than thirty ten (3010) Business Days following receipt of notice from Lender of such downgrade or withdrawal with an Interest Rate Protection Agreement in form and substance reasonably satisfactory to Lender Agent (and meeting the requirements set forth in this Section 2.54.1.18) from a Counterparty reasonably acceptable to Lender Agent having a Minimum Counterparty Rating; provided, however, that if Lender is the Counterparty and any Rating Agency withdraws or downgrades the credit rating of Lender the Counterparty below the Minimum Counterparty Rating, Borrower shall not be required to replace the Counterparty under the Interest Rate Protection Agreement provided that within thirty ten (3010) Business Days following Lender’s written notice to Borrower of such downgrade or withdrawal Lender withdrawal, (y) such Counterparty or an Affiliate thereof posts additional collateral reasonably acceptable to the Rating Agencies Agent from time to time securing its obligations under the Interest Rate Protection Agreement and shall enter into an ISDA Credit Support Annex (CSA) governed by the law of the State of New York with respect to such additional collateral or (z) an Affiliate of such Counterparty with a Minimum Counterparty Rating delivers a guaranty acceptable to Agent guaranteeing such Counterparty’s obligations under the Interest Rate Protection Agreement and shall enter into an ISDA Credit Support Annex (CSA) governed by the law of the State of New York with respect to such guaranty. Notwithstanding the foregoing, if S&P withdraws or downgrades the long-term credit rating of such Counterparty below “BBB”, or Mxxxx’x withdraws or downgrades the long term credit rating of such Counterparty below “Baa2”, Borrower shall replace the Interest Rate Protection Agreement not later than ten (10) Business Days following receipt of notice of such downgrade, or withdrawal with an Interest Rate Protection Agreement in form and substance reasonably satisfactory to Agent (and meeting the requirements set forth in this Section 4.1.18) from a Counterparty having a Minimum Counterparty Rating. Any new or replacement Interest Rate Protection Agreement required to be delivered by Borrower to Agent hereunder shall be in form and substance substantially similar to the Interest Rate Protection Agreement in effect as of the date hereof and Borrower shall provide Agent with a new Assignment of Rate Protection Agreement with respect thereto in substantially the form of Assignment of Rate Protection Agreement, together with an opinion of counsel with respect thereto reasonably acceptable to Agent. At the time Borrower enters into any Interest Rate Protection Agreement, the Counterparty and Borrower shall each be an “Eligible Contract Participant”, as such term is defined under the Commodity Exchange Act, and shall otherwise satisfy all requirements under the Dxxx Xxxxx Wall Street Reform and Consumer Protection Act in connection with entering into the Interest Rate Protection Agreement.

Interest Rate Cap. At all times during the term of the Loan Borrower shall maintain in effect an Interest Rate Protection Agreement having a term equal to the term of the Loan, with an initial notional amount equal to the amount of the Loan and with a Counterparty reasonably acceptable to Lender having a Minimum Counterparty Rating. If Borrower obtains one (1) interest rate cap, the LIBOR strike rate under the Interest Rate Protection Agreement shall be equal to or less than the Capped LIBOR Rate, or if Borrower obtains more than one (1) interest rate cap, the blended LIBOR strike rate under the Interest Rate Protection Agreement, as determined by Lender, shall be equal to or less than the Capped LIBOR Rate. The Interest Rate Protection Agreement shall be in form and substance substantially similar to the Interest Rate Protection Agreement in effect as of the date hereof. In the event of any downgrade or withdrawal of the rating of such Counterparty by any Rating Agency below the Minimum Counterparty Rating, Borrower shall replace the Interest Rate Protection Agreement not later than thirty (30) Business Days following receipt of notice from Lender of such downgrade or withdrawal with an Interest Rate Protection Agreement in form faun and substance reasonably satisfactory to Lender (and meeting the requirements set forth in this Section 2.5) from a Counterparty acceptable to Lender having a Minimum Counterparty Rating; provided, however, that if Lender is the Counterparty and any Rating Agency withdraws or downgrades the credit rating of Lender below the Minimum Counterparty Rating, Borrower shall not be required to replace the Counterparty under the Interest Rate Protection Agreement provided that within thirty (30) Business Days following Lender’s written notice to Borrower of such downgrade or withdrawal Lender posts additional collateral acceptable to the Rating Agencies securing its obligations under the Interest Rate Protection Agreement.

Interest Rate Cap. At all times during the term of the Loan Borrower shall maintain in effect an Interest Rate Protection Agreement having a term equal to the term of the Loan, with an initial notional amount equal to the outstanding principal amount of the Loan and with a Counterparty reasonably acceptable to Lender having a Minimum Counterparty Rating. If Borrower obtains one (1) interest rate cap, the LIBOR strike rate under the Interest Rate Protection Agreement shall be equal to or less than the Capped LIBOR Rate, or if Borrower obtains more than one (1) interest rate cap, the blended LIBOR strike rate under the Interest Rate Protection Agreement, as determined by Lender, shall be equal to or less than the Capped LIBOR Rate. The Interest Rate Protection Agreement shall be in form and substance substantially similar to the Interest Rate Protection Agreement in effect as of the date hereof. In the event of any downgrade or withdrawal of the rating of such Counterparty by any Rating Agency below the Minimum Counterparty Rating or the placement by any Rating Agency of such Counterparty “On Watch for Downgrade” from the Minimum Counterparty Rating, Borrower shall replace the Interest Rate Protection Agreement not later than thirty (30) Business Days days following receipt of notice from Lender of such downgrade or withdrawal with an Interest Rate Protection Agreement in form and substance reasonably satisfactory to Lender (and meeting the requirements set forth in this Section 2.54.1.11) from a Counterparty reasonably acceptable to Lender having a Minimum Counterparty Rating; provided. At the time Borrower enters into any Interest Rate Protection Agreement, however, that if Lender is the Counterparty and any Rating Agency withdraws or downgrades the credit rating of Lender below the Minimum Counterparty Rating, Borrower shall not each be required to replace an “Eligible Contract Participant”, as such term is defined under the Counterparty Commodity Exchange Act, and shall otherwise satisfy all requirements under the Xxxx Xxxxx Wall Street Reform and Consumer Protection Act in connection with entering into the Interest Rate Protection Agreement. Notwithstanding the foregoing or anything herein to the contrary, if there is no Counterparty in the market willing to provide an Interest Rate Protection Agreement provided that within thirty (30) Business Days following Lender’s written notice due to the Minimum Counterparty Rating requirements, Borrower of such downgrade or withdrawal may enter into an Interest Rate Protection Agreement with a Counterparty reasonably acceptable to Lender posts additional collateral and acceptable to the Rating Agencies securing its obligations under without such Counterparty needing to satisfy the Interest Rate Protection AgreementMinimum Counterparty Rating requirements.

Interest Rate Cap. (a) On the date hereof, Xxxxxxxx has delivered an Interest Rate Protection Agreement to Administrative Agent, which has been approved by Administrative Agent (the “Closing Date Interest Rate Protection Agreement”). At all times while the Closing Date Interest Rate Protection Agreement remains in effect, the notional amount required hereunder shall be as set forth in such Closing Date Interest Protection Agreement, except, if at any time the then- notional amount provided in the Closing Date Interest Protection Agreement is less than the sum of (x) the Outstanding Principal Balance plus (y) the Building Loan Outstanding Principal Balance, Administrative Agent, shall have the right, at any time, to require that Borrower deliver a supplemental Interest Rate Protection Agreement such that such supplemental Interest Rate Protection Agreement, together with the Closing Date Interest Protection Agreement, have an aggregate amount equal to at least the sum of (x) the Outstanding Principal Balance plus (y) the Building Loan Outstanding Principal Balance. Following the expiration of the Closing Date -101- Interest Protection Agreement, at all times during the term of the Loan (including during any extension period), Borrower shall maintain in effect an Interest Rate Protection Agreement having with a term equal to the term of the Loan, with an initial notional amount equal to at least the amount sum of (x) the Outstanding Principal Balance plus (y) the Building Loan Outstanding Principal Balance and with a Counterparty reasonably acceptable to Lender Administrative Agent having a Minimum Counterparty Rating. If Borrower obtains one (1) interest rate cap, the LIBOR strike rate under the The Interest Rate Protection Agreement shall be have a strike price equal to or less than the Capped LIBOR Benchmark Rate, or if Borrower obtains more than one . (1b) interest rate cap, the blended LIBOR strike rate under the Interest Rate Protection Agreement, as determined by Lender, shall be equal Prior to or less than on the Capped LIBOR Rate. The Interest Rate Protection Agreement Closing Date, Borrower shall be in form and substance substantially similar to have obtained the Interest Rate Protection Agreement in effect with a term until the Initial Maturity Date. Borrower shall, as a condition to Borrower exercising its right to extend the term of the date hereofLoan for each Extension Period, purchase a new Interest Rate Protection Agreement having a term ending not earlier than the First Extension Maturity Date or the Second Extension Maturity Date, as applicable, and having a strike price equal to the Capped Benchmark Rate. In the event of any withdrawal of the rating of such Counterparty by any Rating Agency or downgrade or withdrawal of the rating of such Counterparty by any Rating Agency below the Minimum Counterparty Rating, Borrower shall notify Administrative Agent of such downgrade and shall replace the Interest Rate Protection Agreement not later than thirty ten (3010) Business Days following receipt of notice from Lender of such downgrade or withdrawal with an Interest Rate Protection Agreement in form and substance reasonably satisfactory to Lender Administrative Agent (and meeting the requirements set forth in this Section 2.54.1.11) from a Counterparty acceptable to Lender having a Minimum Counterparty Rating; provided, however, that if Lender is the Counterparty and any Rating Agency withdraws or downgrades the credit rating of Lender the Counterparty below the Minimum Counterparty Rating, Borrower shall not be required to replace the Counterparty under the Interest Rate Protection Agreement provided that within thirty ten (3010) Business Days following Lender’s written notice to Borrower of such downgrade or withdrawal Lender withdrawal, (y) such Counterparty or an Affiliate thereof posts additional collateral acceptable to the Rating Agencies Administrative Agent from time to time securing its obligations under the Interest Rate Protection Agreement and shall enter into an ISDA Credit Support Annex (CSA) governed by the law of the State of New York with respect to such additional collateral or (z) an Affiliate of such Counterparty with a Minimum Counterparty Rating delivers a guaranty acceptable to Administrative Agent guaranteeing such Counterparty’s obligations under the Interest Rate Protection Agreement and shall enter into an ISDA Credit Support Annex (CSA) governed by the law of the State of New York with respect to such guaranty. Any new or replacement Interest Rate Protection Agreement required to be delivered by Borrower to Administrative Agent hereunder shall be in form and substance substantially similar to the Interest Rate Protection Agreement in effect as of the date hereof and Borrower shall provide Administrative Agent with an Assignment of Protection Agreement with respect thereto in the form of the Assignment of Protection Agreement, together with an opinion of counsel with respect thereto reasonably acceptable to Administrative Agent. At the time Borrower enters into any Interest Rate Protection Agreement, the Counterparty and Borrower shall each be an “Eligible Contract Participant”, as such term is defined under the Commodity Exchange Act, and shall otherwise satisfy all requirements under the Xxxx Xxxxx Wall Street Reform and Consumer Protection Act in connection with entering into the Interest Rate Protection Agreement.