Common use of Interest Rate Caps Clause in Contracts

Interest Rate Caps. (a) Either (i) to the extent required by the first sentence of Section 4.02(e)(7), to purchase, deliver to Agent and maintain the Initial Advance Interest Rate Cap or (ii) if the Initial Interest Rate Cap is not required to be purchased, to purchase, deliver to Agent and maintain an interest rate cap (a “Future Advance Interest Rate Cap”) if the LIBOR Rate equals or exceeds, at any time during the applicable six (6) month period (the “Period”) set forth on Schedule 2 hereto, the “trigger rate” for such period set forth on said Schedule 2, which Future Advance Interest Rate Cap shall be in form and substance reasonably acceptable to Agent, shall be with a counterparty reasonably acceptable to Agent, shall cap the LIBOR Rate at the applicable rate set forth on said Schedule 2, and shall have a term of the Period or the balance thereof remaining. At any time that Borrower shall be required to deliver to Agent a Future Advance Interest Rate Cap, Borrower shall also deliver to Agent (1) an Assignment of Interest Rate Cap with respect thereto, (2) a consent by the counterparty thereto to such Assignment of Interest Rate Cap and (3) an opinion, in form and substance, and from counsel, reasonably acceptable to Agent, as to the due authorization, execution and delivery by Borrower and enforceability of, and other customary matters with respect to, the Future Advance Interest Rate Cap and such Assignment of Interest Rate Cap (but not as to any matter with respect to such counterparty (other than the enforceability of such Future Advance Interest Rate Cap against such counterparty)). If Borrower purchases any other interest rate caps, any interest rate management contracts or any “hedge agreements”, Borrower shall make the deliveries referred to in clauses (1), (2) and (3) of the preceding sentence with respect thereto. Notwithstanding anything to the contrary in this Section 7.20, Borrower shall have the right, subject to Agent’s prior reasonable consent to increase the “trigger rates” set forth on said Schedule 2.

Interest Rate Caps. As a condition to the Initial Advance only, and only if Breakeven Leasing has not been achieved by the Requested Advance Date for the Initial Advance, Borrower shall have delivered to Agent an interest rate cap in form and substance acceptable to Agent (athe “Initial Advance Interest Rate Cap”) Either between Borrower and a counterparty acceptable to Agent which shall cap the LIBOR Rate for the Building Loan and Project Loan until the Maturity Date (without giving effect to any extensions under Section 3.19(a) hereof) at the rates, and for the corresponding periods set forth in, Schedule 2 hereto, together with (i) to the extent required by the first sentence a collateral assignment of Section 4.02(e)(7), to purchase, deliver to Agent and maintain the Initial Advance Interest Rate Cap or in the form of Exhibit M hereto (ii) if the Initial Interest Rate Cap is not required to be purchased, to purchase, deliver to Agent and maintain an interest rate cap (a “Future Advance Assignment of Interest Rate Cap”) if the LIBOR Rate equals or exceeds, at any time during the applicable six (6) month period (the “Period”) set forth on Schedule 2 hereto, the “trigger rate” for such period set forth on said Schedule 2, which Future Advance Interest Rate Cap shall be in form and substance reasonably acceptable to Agent, shall be with a counterparty reasonably acceptable to Agent, shall cap the LIBOR Rate at the applicable rate set forth on said Schedule 2, and shall have a term of the Period or the balance thereof remaining. At any time that Borrower shall be required to deliver to Agent a Future Advance Interest Rate Cap, Borrower shall also deliver to Agent (1) an Assignment of Interest Rate Cap with respect thereto), (2ii) a consent by the counterparty thereto to such Assignment of Interest Rate Cap collateral assignment and (3iii) an opinion, in form and substance, substance and from counsel, counsel reasonably acceptable to Agent, as to the due authorization, execution and delivery by Borrower and enforceability of, and other customary matters with respect to, the Future Initial Advance Interest Rate Cap and such the Assignment of Interest Rate Cap (Cap, but not in no event as to any matter matters with respect to such counterparty (other than the enforceability of such Future the Initial Advance Interest Rate Cap against such counterparty)). If Borrower purchases any other interest rate caps, any interest rate management contracts or any “hedge agreements”, Breakeven Leasing has been achieved by the Requested Advance Date with respect to the Initial Advance (and therefore Borrower shall make not have been required to deliver the deliveries referred to in clauses (1Initial Advance Interest Rate Cap), (2) and (3) of the preceding sentence with respect thereto. Notwithstanding anything to the contrary in this Section 7.20, Borrower shall have delivered to Agent the right, subject Future Advance Interest Rate Caps and other items as and to Agent’s prior reasonable consent the extent required by Section 7.20 hereof as of the Requested Advance Date as a condition to increase the “trigger rates” set forth on said Schedule 2.any subsequent Advance;

Interest Rate Caps. (a) Either (i) to The Borrower hereby covenants and agrees that in the extent required by the first sentence of Section 4.02(e)(7), to purchase, deliver to Agent and maintain the Initial Advance Interest Rate Cap or (ii) if the Initial Interest Rate Cap is not required to be purchased, to purchase, deliver to Agent and maintain an interest rate cap (a “Future Advance Interest Rate Cap”) if event the LIBOR Rate equals or exceeds, is greater than [*] at any time during time, it shall, within two Business Days, obtain and deliver to the applicable six Administrative/Collateral Agent one or more Interest Rate Caps from qualified Cap Providers in favor of the Administrative/Collateral Agent for the benefit of the Secured Parties having, singly or in the aggregate, an Aggregate Interest Rate Caps Notional Amount not less than the Required Interest Rate Caps Notional Amount, which (61) month period each shall have a notional principal amount equal to or greater than $5,000,000, (2) may provide for reductions of the “Period”) set forth Aggregate Interest Rate Caps Notional Amount on Schedule 2 hereto, the “trigger rate” each Distribution Date on an amortization schedule for such period set forth on said Schedule 2Aggregate Interest Rate Caps Notional Amount assuming a 0.0 ABS prepayment speed (or such other ABS prepayment speed as may be approved in writing by the Required Lenders and the Rating Agencies) and zero losses, which Future Advance and (3) shall have other terms and conditions and be represented by Cap Agreements otherwise acceptable to the Required Lenders and the Rating Agencies. The Borrower agrees that each Interest Rate Cap shall be in form provide for payments to the Administrative/Collateral Agent and substance reasonably acceptable to Agent, that such payments shall be with a counterparty reasonably acceptable to Agent, shall cap deposited into the LIBOR Rate at the applicable rate set forth on said Schedule 2, and shall have a term of the Period or the balance thereof remainingCollection Account. At any time that Borrower shall be required to deliver to Agent a Future Advance Interest Rate Cap, Borrower shall also deliver to Agent (1) an Assignment of Interest Rate Cap with respect thereto, (2) a consent by the counterparty thereto to such Assignment of Interest Rate Cap and (3) an opinion, in form and substance, and from counsel, reasonably acceptable to Agent, as to the due authorization, execution and delivery by Borrower and enforceability of, and other customary matters with respect to, the Future Advance Interest Rate Cap and such Assignment of Interest Rate Cap (but not as to any matter with respect to such counterparty (other than the enforceability of such Future Advance Interest Rate Cap against such counterparty)). If Borrower purchases any other interest rate caps, any interest rate management contracts or any “hedge agreements”, Borrower shall make the deliveries referred to in clauses (1), (2) and (3) of the preceding sentence with respect thereto. Notwithstanding anything to the contrary in this Section 7.20, Borrower shall have the right, subject to Agent’s prior reasonable consent to increase the “trigger rates” set forth on said Schedule 2.- 64 [**CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS DOCUMENT]