Common use of Interest Rate Protection Agreement Clause in Contracts

Interest Rate Protection Agreement. Borrower has entered into a certain ISDA 2002 Master Agreement with the Lender (together with the confirmation thereof and all schedules thereto, and as may be amended or substituted from time to time, the “Interest Rate Protection Agreement”) dated as of the Closing Date (the “ISDA Commencement Date”), in order to eliminate the risk with respect to fluctuation of the interest rate in connection with the Loan. The Interest Rate Protection Agreement shall be effective as of such date with the payment terms and the rate as referenced therein to commence on the ISDA Commencement Date and shall continue until the Maturity Date and shall, at all times, be in a notional amount equal to the entire outstanding principal amount of the Loan. If the Interest Rate Protection Agreement shall expire prior to the Maturity Date and leave any principal of the Loan uncovered thereby, or if for any other reason any principal portion of the Loan shall be uncovered by the Interest Rate Protection Agreement during the period of time commencing on the ISDA Commencement Date and ending on the Maturity Date, such uncovered amount shall be immediately due and payable. All costs, expenses, penalties and indemnity obligations that may be incurred by Lender as a result of Borrower’s default under, or termination of, the Interest Rate Protection Agreement, including but not limited to the costs of unwinding the Interest Rate Protection Agreement, shall be (a) subject to immediate reimbursement by Borrower pursuant to the terms hereof and to the Interest Rate Protection Agreement, and (b) secured by the Security Documents. In the event the Loan is terminated or Borrower repays all amounts due under the Loan prior to the termination date set forth in the Interest Rate Protection Agreement, subject to the terms thereof, Borrower shall be obligated to terminate said Interest Rate Protection Agreement and pay to the Lender any and all amounts that may be outstanding under said Interest Rate Protection Agreement in addition to any other amounts that may be due the Lender under this Agreement, the Note and the other Loan Documents. In the event Borrower makes a partial prepayment on the Loan as permitted hereby, Borrower shall be obligated to pay to the Lender any and all amounts that may be payable under the terms of the Interest Rate Protection Agreement with respect to such partial prepayment in addition to any other amounts that may be due the Lender under this Agreement, the Note and the other Loan Documents.

Interest Rate Protection Agreement. Borrower has entered into a certain ISDA 2002 Master an Interest Rate Protection Agreement with the Lender (together with the confirmation thereof and all schedules thereto, and as may be amended or substituted from time to time, the “Interest Rate Protection Agreement”) dated as of on or prior to the Closing Date (the “ISDA Commencement Date”), in order to eliminate the risk with respect to fluctuation of the interest rate in connection with the Loan. The Interest Rate Protection Agreement shall be effective as of such the date thereof with the payment terms and the rate as referenced therein to commence on the ISDA Commencement Closing Date and shall continue until the Maturity Date and shall, at all times, be in a notional amount equal to the entire outstanding principal amount of the Loan. If the Interest Rate Protection Agreement shall expire prior to the Maturity Date and leave any principal of the Loan uncovered thereby, or if for any other reason any principal portion of the Loan shall be uncovered by the Interest Rate Protection Agreement during the period of time commencing on the ISDA Commencement Closing Date and ending on the Maturity Date, such uncovered amount shall be immediately due and payable. All costs, expenses, penalties and indemnity obligations that may be incurred by Lender as a result of Borrower’s default under, or termination of, the Interest Rate Protection Agreement, including but not limited to the costs of unwinding the Interest Rate Protection Agreement, shall be (a) subject to immediate reimbursement by Borrower pursuant to the terms hereof and to the Interest Rate Protection Agreement, and (b) secured by the Security Documents. In the event the Loan is terminated or Borrower repays all amounts due under the Loan prior to the termination date set forth in the Interest Rate Protection Agreement, subject to the terms thereof, Borrower shall be obligated to terminate said Interest Rate Protection Agreement and pay to the Lender any and all amounts that may be outstanding under said Interest Rate Protection Agreement in addition to any other amounts that may be due the Lender under this Agreement, the Note and the other Loan Documents. In the event Borrower makes a partial prepayment on the Loan as permitted hereby, Borrower shall be obligated to pay to the Lender any and all amounts that may be payable under the terms of the Interest Rate Protection Agreement with respect to such partial prepayment in addition to any other amounts that may be due the Lender under this Agreement, the Note and the other Loan Documents.

Interest Rate Protection Agreement. On or before the Closing Date, Borrower has entered shall enter into a certain ISDA 2002 Master Agreement with and satisfy all conditions precedent to the Lender (together with the confirmation thereof and all schedules thereto, and as may be amended or substituted from time to time, the “effectiveness of an Interest Rate Protection Agreement”) dated as Agreement that shall satisfy all of the Closing Date following conditions and shall thereafter maintain such Interest Rate Protection Agreement in full force and effect during the Term: (the “ISDA Commencement Date”), in order to eliminate the risk with respect to fluctuation of the interest rate in connection with the Loan. i) The Interest Rate Protection Agreement shall be effective as either an interest rate swap, cap, collar or other derivative product acceptable to Agent, the effect of such date with which is to protect Borrower against upward fluctuations of LIBOR applicable to a LIBOR Rate Period of three (3) months in excess of six percent (6%) per annum during the payment terms Term and in the rate as referenced therein to commence on the ISDA Commencement Date and shall continue until the Maturity Date and shall, at all times, be in a notional amount equal to the entire outstanding principal amount of the Loan. If the Initial Disbursement (less such reductions from time to time as may be required pursuant to Section 2.4(f) hereof); (ii) The Interest Rate Protection Agreement shall expire prior be entered into between Borrower and, at Borrower’s option, (A) Agent or an Affiliate of Agent if Agent or such Affiliate and Borrower shall elect to enter into an Interest Rate Protection Agreement, (B) Calyon New York Branch or an Affiliate of Calyon New York Branch if Calyon New York Branch or such Affiliate and Borrower shall elect to enter into an Interest Rate Protection Agreement or (C) a Qualified Counterparty; (iii) In the Maturity Date and leave any principal case of an Interest Rate Protection Agreement which is an interest rate cap agreement, all sums payable by Borrower on account of the Loan uncovered thereby, or if purchase price for any other reason any principal portion of the Loan shall be uncovered by the Interest Rate Protection Agreement during the period term of time commencing the Interest Rate Protection Agreement shall have been paid in full on or prior to the ISDA Commencement Date and ending on the Maturity Date, such uncovered amount shall be immediately due and payable. All costs, expenses, penalties and indemnity obligations that may be incurred by Lender as a result of effective date thereof; (iv) Borrower’s default under, or termination of, the interest in such Interest Rate Protection Agreement, including but not limited all rights of Borrower to the costs of unwinding the Interest Rate Protection Agreementpayment thereunder and any residual value thereof, shall be (a) subject have been collaterally assigned to immediate reimbursement by Borrower Agent pursuant to the terms hereof Mortgage and to the Interest Rate Protection Agreement, and Assignment of Agreements; (bv) secured by the Security Documents. In the event the Loan is terminated or Borrower repays all amounts due under the Loan prior to the termination date set forth in the Interest Rate Protection Agreement, subject to the terms thereof, Borrower shall be obligated to terminate said If such Interest Rate Protection Agreement and pay is not a Lender Interest Protection Agreement, the financial institution which is party to the Lender any and all amounts that may be outstanding under said such Interest Rate Protection Agreement in addition shall have executed and delivered to any other amounts that may be due the Lender under this Agreement, the Note and the other Loan Documents. In the event Borrower makes Agent a partial prepayment on the Loan as permitted hereby, Borrower shall be obligated to pay consent to the Lender any and all amounts that may be payable under the terms collateral assignment of the Borrower’s interest in such Interest Rate Protection Agreement with respect referred to such partial prepayment in addition clause (iv) above pursuant to any other amounts that may a consent in the form annexed hereto as Schedule 2.6(a) or otherwise in form and content reasonably acceptable to Agent (the “Interest Rate Protection Agreement Consent”); and (vi) Such Interest Rate Protection Agreement shall be due the Lender under this Agreement, the Note satisfactory to Agent in form and the other Loan Documentscontent.

Interest Rate Protection Agreement. As of the date hereof, Borrower has entered into a certain ISDA 2002 Master Agreement with into, made all payments required under, and satisfied all conditions precedent to the Lender effectiveness of, an interest rate protection agreement that satisfies all of the following conditions (such interest rate protection agreement together with the confirmation (i) any extension thereof and all schedules thereto(ii) any other interest rate protection agreement entered into pursuant to Section 2.8, and being referred to herein as may be amended or substituted from time to time, the “Interest Rate Protection Agreement”): (1) dated as the Interest Rate Protection Agreement is with a financial institution having a long term, unsecured and unsubordinated debt rating of at least “A” by S&P (an “Acceptable Counterparty”); has a term ending no earlier than the Stated Maturity Date; is an interest rate cap in respect of a notional amount not less than the maximum principal amount of the Closing Date (Loan that shall have the “ISDA Commencement Date”)effect of capping LIBOR at 6.50% per annum and an all-in rate of 8.25% per annum; and provides that the only obligation of Borrower thereunder is the making of a single payment upon the execution and delivery thereof. If the Borrower has exercised the Fixed Rate Option, in order to eliminate then the risk with respect to fluctuation of the interest rate in connection with the Loan. The requirement that Borrower maintain an Interest Rate Protection Agreement shall be effective as of such date with the payment terms and the rate as referenced therein to commence on the ISDA Commencement Date and shall continue until the Maturity Date and shall, at all times, be in a notional amount equal not apply to the entire outstanding principal amount period occurring after the Conversion Date of the Loan. If . (2) Borrower’s interest in such Interest Rate Protection Agreement has been assigned to Lender pursuant to documentation satisfactory to Lender in form and substance, and the counterparty to such Interest Rate Protection Agreement has executed and delivered to Lender an acknowledgment of such assignment, which acknowledgment includes such counterparty’s agreement to pay directly into the Clearing Account all sums payable by such counterparty pursuant to the Interest Rate Protection Agreement and shall expire prior otherwise be satisfactory to Lender in form and substance. (3) Unless the Maturity Date and leave any principal Lender or an affiliate of the Loan uncovered thereby, or if for any other reason any principal portion of Lender is the Loan shall be uncovered by the Interest Rate Protection Agreement during the period of time commencing on the ISDA Commencement Date and ending on the Maturity Date, such uncovered amount shall be immediately due and payable. All costs, expenses, penalties and indemnity obligations that may be incurred by Lender as a result of Borrower’s default under, or termination of, the Interest Rate Protection Agreement, including but not limited to the costs of unwinding the Interest Rate Protection Agreement, shall be (a) subject to immediate reimbursement by Borrower pursuant to the terms hereof and to the Interest Rate Protection Agreement, and (b) secured by the Security Documents. In the event the Loan is terminated or Borrower repays all amounts due under the Loan prior to the termination date set forth in the Interest Rate Protection Agreement, subject to the terms thereof, Borrower shall be obligated to terminate said Interest Rate Protection Agreement and pay to the Lender any and all amounts that may be outstanding under said Interest Rate Protection Agreement in addition to any other amounts that may be due the Lender under this Agreement, the Note and the other Loan Documents. In the event Borrower makes a partial prepayment on the Loan as permitted hereby, Borrower shall be obligated to pay to the Lender any and all amounts that may be payable under the terms issuer of the Interest Rate Protection Agreement at any time, in the event of a downgrade, withdrawal or qualification of the rating of the issuer of the Interest Rate Protection Agreement below “A” by S&P, Borrower shall replace the Interest Rate Protection Agreement with respect a replacement Interest Rate Protection Agreement from an Acceptable Counterparty (with terms identical to the Interest Rate Protection Agreement being replaced, or otherwise approved by Lender in its reasonable discretion) not later than ten (10) Business Days following receipt of notice from Lender or the Servicer of such partial prepayment in addition to any other amounts that may be due the Lender under this Agreementdowngrade, the Note and the other Loan Documentswithdrawal or qualification.

Interest Rate Protection Agreement. (a) Prior to or contemporaneously with the Closing Date, Borrower has entered shall enter into a certain ISDA 2002 Master an Interest Rate Cap Agreement with a LIBOR strike price equal to the Lender (together with the confirmation thereof and all schedules thereto, and as may be amended or substituted from time to time, the “Interest Rate Protection Agreement”) dated as of the Closing Date (the “ISDA Commencement Date”), in order to eliminate the risk with respect to fluctuation of the interest rate in connection with the LoanStrike Price. The Interest Rate Protection Cap Agreement (i) shall at all times be in Table of Contents a form and substance reasonably acceptable to Lender, (ii) shall at all times be with an Acceptable Counterparty, (iii) shall direct such Acceptable Counterparty during a Cash Sweep Period to deposit with Lender any amounts due Borrower under such Interest Rate Cap Agreement so long as any portion of the Debt exists, provided that the Debt shall be effective as of deemed to exist if the Collateral is transferred by a secured party foreclosure sale or transfer in lieu thereof, (iv) shall be for a period expiring on August 9, 2007 (or for such date with the payment terms and the rate as referenced therein to commence on the ISDA Commencement Date and shall continue until longer period if the Maturity Date for the Loan extends beyond such date), and shall, (v) shall at all times, be in times have a notional amount equal to not less than the entire outstanding principal amount balance of the Loan. If Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Interest Rate Cap Agreement, all of its right, title and interest to receive any and all payments under the Interest Rate Protection Cap Agreement, and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Lender and require that payments during a Cash Sweep Period be paid directly to Lender) and shall expire prior to notify the Maturity Date and leave any principal Counterparty of such assignment. At such time as the Loan uncovered therebyis repaid in full, or if for any other reason any principal portion all of the Loan shall be uncovered by Lender’s right, title and interest in the Interest Rate Protection Agreement during the period of time commencing on the ISDA Commencement Date shall terminate and ending on the Maturity DateLender shall promptly execute and deliver at Borrower’s sole cost and expense, such uncovered amount documents as may be required to evidence Lender’s release of the Interest Rate Cap Agreement and to notify the Counterparty of such release. (b) Borrower shall comply with all of its obligations under the terms and provisions of the Interest Rate Cap Agreement. All amounts paid by the Counterparty under the Interest Rate Cap Agreement to Borrower or Lender shall be deposited during a Cash Sweep Period immediately due with Lender. Borrower shall take all actions reasonably requested by Lender to enforce Lender’s rights under the Interest Rate Cap Agreement in the event of a default by the Counterparty and payable. All costsshall not waive, expensesamend or otherwise modify any of its rights thereunder. (c) In the event of any downgrade, penalties withdrawal or qualification of the rating of the Counterparty such that the Counterparty is no longer an Acceptable Counterparty (unless there is a guarantor of its obligations as Counterparty, and indemnity obligations then as to such guarantor) by any Rating Agency, Borrower shall replace the Interest Rate Cap Agreement with a Replacement Interest Rate Cap Agreement not later than ten (10) Business Days following receipt of written notice from Lender of such downgrade, withdrawal or qualification. (d) In the event that Borrower fails to purchase and deliver to Lender the Interest Rate Cap Agreement or fails to maintain the Interest Rate Cap Agreement in accordance with the terms and provisions of this Agreement, Lender may be purchase the Interest Rate Cap Agreement and the cost incurred by Lender in purchasing such 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 Interest Rate Cap Agreement, Borrower shall obtain and deliver to Lender a resolution or consent, as a result applicable, of Borrower’s default the Counterparty authorizing the delivery of the Interest Rate Cap Agreement reasonably acceptable to Lender and an opinion from counsel (which counsel may be in-house counsel for the Counterparty) for the Counterparty (upon which Lender and its successors and assigns may rely) 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 formation or incorporation and has the organizational power and authority to execute and deliver, and to perform its obligations under, or termination of, the Interest Rate Protection Cap Agreement, including but not limited to ; Table of Contents (ii) the costs of unwinding the Interest Rate Protection Agreement, shall be (a) subject to immediate reimbursement by Borrower pursuant to the terms hereof execution and to the Interest Rate Protection Agreement, and (b) secured by the Security Documents. In the event the Loan is terminated or Borrower repays all amounts due under the Loan prior to the termination date set forth in the Interest Rate Protection Agreement, subject to the terms thereof, Borrower shall be obligated to terminate said Interest Rate Protection Agreement and pay to the Lender any and all amounts that may be outstanding under said Interest Rate Protection Agreement in addition to any other amounts that may be due the Lender under this Agreement, the Note and the other Loan Documents. In the event Borrower makes a partial prepayment on the Loan as permitted hereby, Borrower shall be obligated to pay to the Lender any and all amounts that may be payable under the terms delivery of the Interest Rate Protection Cap Agreement with respect to such partial prepayment in addition to by the Counterparty, and any other amounts that may be due agreement which the Lender under this AgreementCounterparty has executed and delivered pursuant thereto, the Note and the other Loan Documents.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;

Interest Rate Protection Agreement. Borrower has entered into a certain ISDA 2002 Master Agreement (a) Prior to or contemporaneously with the Lender (together with Closing Date, Borrower shall have obtained the confirmation thereof and all schedules thereto, and as may be amended or substituted from time to time, the “Interest Rate Protection Agreement”) dated as , which shall be coterminous with, or extend beyond, the initial term of the Closing Date (Loan and have a notional amount which shall not at any time be less than the “ISDA Commencement Date”), in order to eliminate the risk with respect to fluctuation outstanding principal balance of the interest rate in connection with the Loan. The Interest Rate Protection Agreement shall be effective as maintained throughout the term of the Loan with an Acceptable Counterparty. If the provider of the Interest Rate Protection Agreement ceases to be an Acceptable Counterparty, Borrower shall obtain a replacement Interest Rate Protection Agreement from an Acceptable Counterparty within ten (10) Business Days of receipt of notice from Lender or Borrower's obtaining knowledge that the then-current counterparty under the Interest Rate Protection Agreement is no longer an Acceptable Counterparty; provided, however, in the event that the Interest Rate Protection Agreement counterparty is Bank of America, N.A., the provisions of this sentence shall not apply. (b) Borrower shall collaterally assign to Lender pursuant to the Collateral Assignment of Interest Rate Protection Agreement all of its right, title and interest to receive any and all payments under the Interest Rate Protection Agreement (and any related guarantee, if any) and shall deliver to Lender counterparts of such date with Collateral Assignment of Interest Rate Protection Agreement executed by the payment terms Borrower and by the rate Acceptable Counterparty and notify the Acceptable Counterparty of such collateral assignment (either in such Interest Rate Protection Agreement or by separate instrument). At such time as referenced therein to commence on the ISDA Commencement Date Loan is repaid in full, all of Lender's right, title and shall continue until the Maturity Date and shall, at all times, be interest in a notional amount equal to the entire outstanding principal amount of the Loan. If the Interest Rate Protection Agreement shall expire prior terminate and Lender shall execute and deliver at Borrower's sole cost and expense, such documents as may be required to the Maturity Date and leave any principal evidence Lender's release of the Loan uncovered thereby, or if for any other reason any principal portion of the Loan shall be uncovered by the Interest Rate Protection Agreement during and to notify the period Acceptable Counterparty of time commencing on such release. (c) Borrower shall comply with all of its obligations under the ISDA Commencement Date terms and ending on provisions of the Maturity Date, such uncovered amount Interest Rate Protection Agreement. All amounts paid by the Acceptable Counterparty under the Interest Rate Protection Agreement to Borrower or Lender shall be deposited immediately due into the Lockbox Account. Borrower shall take all actions reasonably requested by Lender to enforce Lender's rights under the Interest Rate Protection Agreement in the event of a default by the Acceptable Counterparty and payable. All costsshall not waive, expensesamend or otherwise modify any of its rights thereunder. (d) In the event that Borrower fails to purchase, penalties maintain and/or deliver to Lender the Interest Rate Protection Agreement in accordance with the terms and indemnity obligations that provisions of this Agreement, Lender may be purchase the Interest Rate Protection Agreement and the cost incurred by Lender as a result in purchasing the Interest Rate Protection 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 Interest Rate Protection Agreement and any replacement Interest Rate Protection Agreement, Borrower shall obtain and deliver to Lender 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 Borrower’s default its jurisdiction of incorporation and has the organizational power and authority to execute and deliver, and to perform its obligations under, or termination of, the Interest Rate Protection Agreement, including but not limited to ; (ii) the costs execution and delivery of unwinding the Interest Rate Protection AgreementAgreement by the Acceptable Counterparty, shall be 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 (aor equivalent organizational documents) subject to immediate reimbursement 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 Borrower pursuant to the terms hereof and to Acceptable Counterparty of the Interest Rate Protection 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 (biv) secured by the Security Documents. In the event the Loan is terminated or Borrower repays all amounts due under the Loan prior to the termination date set forth in the Interest Rate Protection 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 the terms thereofapplicable bankruptcy, Borrower shall be obligated insolvency and similar laws affecting creditors' rights generally, and subject, as to terminate said Interest Rate Protection Agreement and pay enforceability, to the Lender any and all amounts that may be outstanding under said Interest Rate Protection Agreement general principles of equity (regardless of whether enforcement is sought in addition to any other amounts that may be due the Lender under this Agreement, the Note and the other Loan Documents. In the event Borrower makes a partial prepayment on the Loan as permitted hereby, Borrower shall be obligated to pay to the Lender any and all amounts that may be payable under the terms of the Interest Rate Protection Agreement with respect to such partial prepayment proceeding in addition to any other amounts that may be due the Lender under this Agreement, the Note and the other Loan Documentsequity or at law).

Interest Rate Protection Agreement. Borrower has entered into a certain ISDA 2002 Master Agreement (a) Prior to or contemporaneously with the Lender (together with the confirmation thereof and all schedules theretoClosing Date, and as may be amended or substituted from time to time, the “Borrower Interest Rate Cap Party shall enter into an Interest Rate Protection Agreement”) dated as of Agreement with a strike price no greater than the Closing Date (Initial Strike Price or, if the “ISDA Commencement Date”)Alternate Strike Price Condition has been satisfied, in order to eliminate the risk with respect to fluctuation of the interest rate in connection with the LoanAlternate Strike Price. The Interest Rate Protection Agreement (i) shall at all times be in a form and substance reasonably acceptable to Lender with respect to such matters not otherwise set forth in this Agreement, (ii) shall at all times be with an Acceptable Counterparty, (iii) shall direct such Acceptable Counterparty to deposit directly into the Cap Account, or during the continuance of an Event of Default, as directed by Lender, any amounts due Borrower Interest Rate Cap Party under such Interest Rate Protection Agreement so long as any portion of the Debt exists, provided that the Debt shall be effective as deemed to exist if the Properties are transferred by judicial or non‑judicial foreclosure or deed‑in‑lieu thereof, (iv) shall be for a term through the end of such date the then-applicable Maturity Date of the Loan (or to the extent a Rated Securitization has occurred, through the end of the Interest Period associated with the payment terms and the rate as referenced therein to commence on the ISDA Commencement Date and shall continue until the then-applicable Maturity Date of the Loan) and shall, (v) shall at all times, be in times have a notional amount equal to (or at Borrower’s sole discretion, greater than) the entire outstanding principal amount of then Outstanding Loan Amount and shall at all times provide for the LoanApplicable Strike Price or, if the Alternate Strike Price Condition has been satisfied, the Alternate Strike Price. If the Borrower Interest Rate Protection Agreement Cap Party shall expire prior collaterally assign to Lender, pursuant to the Maturity Date and leave any principal Collateral Assignment of the Loan uncovered thereby, or if for any other reason any principal portion of the Loan shall be uncovered by the Interest Rate Protection Cap Agreement during (the period “Assignment of time commencing on the ISDA Commencement Date and ending on the Maturity Date, such uncovered amount shall be immediately due and payable. All costs, expenses, penalties and indemnity obligations that may be incurred by Lender as a result of Borrower’s default under, or termination of, the Interest Rate Protection Agreement”), including but not limited all of its right, title and interest to the costs of unwinding the Interest Rate Protection Agreement, shall be (a) subject to immediate reimbursement by Borrower pursuant to the terms hereof receive any and to all payments under the Interest Rate Protection Agreement, and shall deliver to Lender an executed counterpart of such Interest Rate Protection Agreement (which shall, by its terms, authorize the assignment to Lender and require that payments be deposited directly into the Cap Account) and shall notify the Acceptable Counterparty of such assignment. (b) secured Borrower Interest Rate Cap Party shall comply with all of its obligations under the terms and provisions of the Interest Rate Protection Agreement. All amounts paid by the Security DocumentsAcceptable Counterparty under the Interest Rate Protection Agreement to Borrower Interest Rate Cap Party or Lender shall be directly deposited in the Cap Account, or during the continuance of an Event of Default, as directed by Xxxxxx. Borrower Interest Rate Cap Party shall take all actions reasonably requested by Xxxxxx to enforce Xxxxxx’s rights under the Interest Rate Protection Agreement in the event of a default by the Acceptable Counterparty. Borrower Interest Rate Cap Party shall not waive, amend or otherwise modify any of Borrower Interest Rate Cap Party’s rights thereunder without Xxxxxx’s prior written consent; provided, however, Borrower Interest Rate Cap Party may agree to amend an Interest Rate Protection Agreement without first obtaining Lender’s consent, solely for the purpose of reducing the notional amount under such Interest Rate Protection Agreement, provided that the notional amount, after giving effect to such amendment, is at least equal to the then Outstanding Loan Amount (a “Notional Amount Reduction”), and any payment that is owing to Borrower Interest Rate Cap Party by such Acceptable Counterparty in connection with a Notional Amount Reduction shall not be considered a part of Lender’s collateral. Lender shall, at the request of Xxxxxxxx, direct the Counterparty to permit a Notional Amount Reduction to the extent required by a Counterparty, and otherwise reasonably cooperate with Borrower, at Borrower’s sole cost and expense, in order to effectuate a Notional Amount Reduction. (c) In the event that the Loan counterparty to the Interest Rate Protection Agreement (or the guarantor of such counterparty’s obligations, if any) is terminated no longer an Acceptable Counterparty (whether as a result of downgrade, withdrawal or qualification of the rating of such counterparty (or the guarantor of such counterparty’s obligations, if any)), Borrower repays all amounts due Interest Rate Cap Party shall replace or cause the cap provider to replace the Interest Rate Protection Agreement with a Replacement Interest Rate Protection Agreement not later than the period of time provided for in such Interest Rate Protection Agreement following such downgrade, withdrawal or qualification (not to exceed ten (10) Business Days), provided, Borrower Interest Rate Cap Party shall not be required to replace the Interest Rate Protection Agreement with a Replacement Interest Rate Protection Agreement so long as within ten (10) Business Days of such downgrade, withdrawal or qualification, the Acceptable Counterparty under the Loan Interest Rate Protection Agreement either (x) provides a guaranty of its obligations from a guarantor that is an Acceptable Counterparty pursuant to such terms as (1) prior to a Rated Securitization, are reasonably acceptable to Lender and (2) following a Rated Securitization, are acceptable to the termination Rating Agencies or (y) posts collateral pursuant to a credit support annex that was executed on the effective date set forth in of the Interest Rate Protection Agreement, subject which credit support annex is (1) prior to a Rated Securitization, reasonably acceptable to the Lender and (2) following a Rated Securitization, satisfies all applicable Rating Agency criteria. (d) In the event that Borrower Interest Rate Cap Party fails to purchase and deliver to Lender the Interest Rate Protection Agreement or fails to maintain the Interest Rate Protection Agreement in accordance with the terms thereofand provisions of this Agreement, Borrower shall be obligated to terminate said Lender may purchase the Interest Rate Protection Agreement and pay the cost incurred by Lender in purchasing such Interest Rate Protection 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 Interest Rate Protection Agreement, if requested by Lender, Borrower Interest Rate Cap Party shall obtain and deliver to Lender within fifteen (15) Business Days following (x) the Closing Date or (y) the later of (A) the first day of any and all amounts that may be outstanding under said applicable Extension Term or (B) Borrower’s entrance into an Interest Rate Protection Agreement in addition to any other amounts that may be due accordance with Section 2.8 hereof, as applicable (i) a resolution/consent, as applicable, of the Lender under this Agreement, Acceptable Counterparty authorizing the Note and the other Loan Documents. In the event Borrower makes a partial prepayment on the Loan as permitted hereby, Borrower shall be obligated to pay to the Lender any and all amounts that may be payable under the terms delivery of the Interest Rate Protection Agreement reasonably acceptable to Lender, and (ii) an opinion (which may be in pdf form) from counsel (which counsel may be in‑house counsel for the Acceptable Counterparty and otherwise on such Acceptable Counterparty’s then-customary form) for the Acceptable Counterparty (upon which Lender may rely) which shall provide, in relevant part, that: (i) the Acceptable Counterparty is 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 Interest Rate Protection Agreement; (ii) the execution and delivery of the Interest Rate Protection 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 Interest Rate Protection 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 Interest Rate Protection 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 Xxxxxx’s right, title and interest in and to the Interest Rate Protection Agreement shall automatically terminate and Lender shall execute and deliver such documents as may be required to evidence Xxxxxx’s release of the Interest Rate Protection Agreement and to notify Acceptable Counterparty of such release. (g) Notwithstanding anything to the contrary contained in this Section 2.2.7 or elsewhere in this Agreement, if, at any time, the Loan is converted from (I) a SOFR Loan to either a Prime Rate Loan or an Alternate Rate Loan, (II) a Prime Rate Loan to an Alternate Rate Loan or (III) an Alternate Rate Loan to an Alternate Rate Loan based on a different Alternate Index Rate in accordance with Section 2.2.5 hereof (each, a “Index Rate Conversion”), then: (i) within thirty (30) days after such Index Rate Conversion, Borrower Interest Rate Cap Party shall either (A) enter into, make all payments under, and satisfy all conditions precedent to the effectiveness of, a Substitute Interest Rate Protection Agreement (and in connection therewith, but not prior to Borrower Interest Rate Cap Party taking all the actions described in this clause (i), Borrower Interest Rate Cap Party shall have the right to terminate any then-existing Interest Rate Protection Agreement) or (B) cause the then-existing Interest Rate Protection Agreement to be modified such that such then-existing Interest Rate Protection Agreement satisfies the requirements of a Substitute Interest Rate Protection Agreement as set forth below in the definition thereof (a “Converted Interest Rate Protection Agreement”); and (ii) on or after such Index Rate Conversion (provided Lender has not converted the Loan back to a SOFR Loan in accordance with Section 2.2.5(c) hereof), in lieu of satisfying the condition described in Section 2.8(c) with respect to any outstanding Extension Term, Borrower Interest Rate Cap Party shall instead enter into, make all payments under, and satisfy all conditions precedent to the effectiveness of a Substitute Interest Rate Protection Agreement on or prior to the first day of such partial prepayment in addition Extension Term. (h) As used herein, “Substitute Interest Rate Protection Agreement” shall mean an interest rate protection agreement between an Acceptable Counterparty and Borrower Interest Rate Cap Party, obtained by Borrower Interest Rate Cap Party and collaterally assigned to any other amounts that may be due Lender pursuant to this Agreement and shall contain each of the Lender under this Agreement, the Note and the other Loan Documents.following:

Interest Rate Protection Agreement. Borrower has entered into a certain ISDA 2002 Master Agreement with the Lender (together with the confirmation thereof and all schedules thereto, and as may be amended or substituted from time to time, the “Interest Rate Protection Agreement”i) dated as of the Closing Date (the “ISDA Commencement Date”), in order to eliminate the risk with respect to fluctuation of the interest rate in connection with the Loan. The Interest Rate Protection Agreement shall be effective as of such date with the payment terms and the rate as referenced therein to commence on the ISDA Commencement Date and shall continue until the Maturity Date and shall, at all times, be in a notional amount equal to the entire outstanding principal amount of the Loan. If Holding acknowledges that the Interest Rate Protection Agreement shall expire prior Events of Default have occurred and are continuing. (ii) Holding has advised the Interest Rate Protection Provider that it does not expect to be in compliance with Section 5(a)(i) of the Interest Rate Protection Agreement which would give rise to the Maturity Date Anticipated Swap Interest Payment Default. (iii) Holding hereby agrees and leave any principal acknowledges that (A) the Interest Rate Protection Agreement Events of Default completely and accurately represent all of the Loan uncovered thereby, Events of Default (as defined in the Interest Rate Protection Agreement) or if for any other reason any principal portion Termination Events (as defined in the Interest Rate Protection Agreement) which are in existence under the Interest Rate Protection Agreement as of the Loan shall be uncovered by Effective Date; and (B) the Anticipated Swap Interest Payment Default completely and accurately represents all of the provisions of the Interest Rate Protection Agreement which it reasonably believes may give rise to an Event of Default under the Interest Rate Protection Agreement during the period Forbearance Period; (iv) Provided that no Forbearance Default (as defined below) occurs, subject to the terms and conditions of time commencing this Agreement and satisfaction of the conditions precedent to the effectiveness of this Agreement set forth in Section 4 below, during the Forbearance Period, the Interest Rate Protection Provider hereby agrees to not exercise, on account of the ISDA Commencement Date Interest Rate Protection Agreement Events of Default and ending on the Maturity DateAnticipated Swap Interest Payment Default, such uncovered amount shall be immediately due those rights and payable. All costs, expenses, penalties and indemnity obligations that may be incurred by Lender as a result of Borrower’s default under, or termination of, remedies afforded it under the Interest Rate Protection Agreement, including but not limited Credit Agreement, the other Financing Documents and applicable law; provided however, notwithstanding anything to the costs contrary set forth in the Credit Agreement, to the extent that the Interest Rate Protection Provider postpones or reschedules any accrued and unpaid interest payment due and payable under the Interest Rate Protection Agreement (whether during the term of unwinding this Agreement or at any time hereafter), upon termination of the Interest Rate Protection Agreement, such amounts shall be (aA) subject to immediate reimbursement by Borrower pursuant to excluded from the terms hereof and to calculation of the Interest Rate Protection Agreement, Swap Termination Value and (bB) secured by the Security Documents. In the event the Loan is terminated or Borrower repays all amounts due under the Loan prior to the termination date set forth included in the Interest Rate Protection Agreement, subject to portion of the terms thereof, Borrower shall be obligated to terminate said Interest Rate Protection Agreement and pay to the Lender any and all amounts that may be outstanding under said Interest Rate Protection Agreement in addition to any other amounts that may be due the Lender under this Agreement, the Note and the other Loan Documents. In the event Borrower makes a partial prepayment on the Loan as permitted hereby, Borrower shall be obligated to pay to the Lender any and all amounts that may be Obligations payable under the terms Section 9.04(c) of the Interest Rate Protection Agreement with respect to such partial prepayment in addition to any other amounts that may be due the Lender under this Credit Agreement, the Note and the other Loan Documents.

Interest Rate Protection Agreement. Borrower has entered into a certain ISDA 2002 Master Agreement Prior to or contemporaneously with the Lender Closing Date, Borrower shall enter into (together with the confirmation thereof and all schedules thereto, and as may be amended or substituted from time to time, the “x) an Interest Rate Protection Agreement”) dated as of the Closing Date (the “ISDA Commencement Date”), in order to eliminate the risk Cap Agreement with respect to fluctuation the Interest Rate Cap Notional Amount, and (y) a Interest Rate Swap Agreement with respect to the Interest Rate Swap Notional Amount. The aggregate notional amount of the interest rate in connection with Interest Rate Cap Agreement and Interest Rate Swap Agreement shall be at least equal to the LoanPrincipal Amount. The Each Interest Rate Protection Agreement shall be effective as of such date with the payment terms and the rate as referenced therein to commence on the ISDA Commencement Date and shall continue until the Maturity Date and shall, (i) at all times, times be in a notional amount equal form and substance reasonably acceptable to Lender, (ii) at all times be with an Approved Counterparty, (iii) direct such Approved Counterparty to deposit directly into the entire outstanding principal amount of the Loan. If the Holding Account any net amounts due to Borrower under such Interest Rate Protection Agreement shall expire prior to the Maturity Date and leave so long as any principal of the Loan uncovered thereby, or if for any other reason any principal portion of the Loan is outstanding, provided that the Loan shall be uncovered deemed to be outstanding if the Properties are transferred by the Interest Rate Protection Agreement during the period of time commencing on the ISDA Commencement Date and ending on the Maturity Datejudicial or non-judicial foreclosure or deed-in-lieu thereof, such uncovered amount shall be immediately due and payable. All costs, expenses, penalties and indemnity obligations that may be incurred by Lender as a result of Borrower’s default under, or termination of, the Interest Rate Protection Agreement, including but not limited to the costs of unwinding the Interest Rate Protection Agreement, shall be (aiv) subject to immediate reimbursement by Borrower pursuant to the terms hereof and with respect to the Interest Rate Protection Swap Agreement shall have a notional amount that does not exceed the original Interest Rate Swap Notional Amount and be for a period through the end of the Interest Period during which the Maturity Date occurs, (v) in the case of an Interest Rate Cap Agreement, have a strike rate no greater than the Strike Price, and (bvi) with respect to each Interest Rate Swap Agreement for the Interest Rate Swap Notional Amount (A) the obligations of Borrower thereunder shall not be secured by or encumber any Individual Property or any of the Security Documents. In the event the Loan is terminated or Borrower repays all amounts due other collateral securing Borrower’s obligations under the Loan prior Documents, (B) Borrower’s obligations thereunder cannot be assigned to or guaranteed by any other Person, (C) the termination date applicable Approved Counterparty thereunder shall agree that the Borrower’s obligations thereunder shall be paid from the Holding Account in the order and priority set forth in Section 3.1.6, and (D) provide that the Swap Counterparty shall receive a monthly payment equal to the interest accrued on the Interest Rate Protection Agreement, subject Swap Notional Amount at a per annum rate equal to the terms thereof, Swap Fixed Rate and Borrower shall be obligated to terminate said Interest Rate Protection Agreement and pay receive in return from such Swap Counterparty a monthly payment equal to the Lender any and all amounts that may be outstanding under said Interest Rate Protection Agreement interest accrued in addition to any other amounts that may be due the Lender under this Agreement, the Note and the other Loan Documents. In the event Borrower makes a partial prepayment on the Loan as permitted hereby, Borrower shall be obligated to pay to the Lender any and all amounts that may be payable under the terms respect of the Interest Rate Protection Agreement with respect Swap Notional Amount at a per annum rate equal to such partial prepayment in addition to any other amounts that may be due the Lender under this Agreement, the Note and the other Loan Documentsone (1) month LIBOR.

Interest Rate Protection Agreement. The Borrower has entered into a certain ISDA 2002 Master shall (i) ensure that the Interest Rate Caps set forth on Schedule 6.11-A covering the interest rate exposure under the Existing Credit Agreement remain in full force and effect and, if necessary to do so, be amended to cover the interest rate exposure under this Agreement, (ii) use its commercially reasonable efforts to ensure that the interest rate caps of the Mezzanine Borrower set forth on Schedule 6.11-B covering the interest rate exposure under the Mezzanine Borrower Credit Agreement are, upon the Mezzanine Borrower Credit Agreement Termination, assigned to the Borrower and amended to cover the interest rate exposure under this Agreement (whereupon such interest rate caps will be deemed Interest Rate Caps hereunder), and ensure that such Interest Rate Caps remain in full force and effect, and (iii) if any such Interest Rate Cap is not maintained with the Lender (together with the confirmation thereof and all schedules theretoBorrower, and as may be amended or substituted from time to time, the “cause such Interest Rate Protection Agreement”) dated as of Cap to be assigned to the Closing Date (Borrower. In the “ISDA Commencement Date”), event it is necessary for the Borrower to have additional Interest Rate Caps in order to eliminate sell or syndicate the risk with respect to fluctuation of Loans (including, without limitation, in any Secondary Market Transaction), the interest rate in connection with the Loan. The Interest Rate Protection Agreement shall be effective as of such date with the payment terms and the rate as referenced therein to commence on the ISDA Commencement Date and shall continue until the Maturity Date and Borrower shall, at all timesthe Lenders’ expense, be required to enter into such Interest Rate Caps with a Qualified Counterparty and having a strike price determined by the Administrative Agent, and such Interest Rate Cap shall otherwise be in a notional amount equal form and substance reasonably satisfactory to the entire outstanding principal amount Administrative Agent. In the event of any downgrade or withdrawal of the Loan. If rating of any Counterparty by any Rating Agency below the Minimum Counterparty Rating, Borrower shall replace such Interest Rate Cap not later than thirty (30) days following receipt of notice of such downgrade or withdrawal with a Interest Rate Cap in form and substance reasonably satisfactory to the Administrative Agent and with the same strike price as the Interest Rate Protection Agreement Cap being replaced and from a Counterparty reasonably acceptable to Administrative Agent having a Minimum Counterparty Rating; provided, however, that if any Rating Agency withdraws or downgrades the credit rating of such Counterparty below the Minimum Counterparty Rating, Borrower shall expire prior not be required to replace such Counterparty under such Interest Rate Cap, provided that within thirty (30) days following notice to Borrower of such downgrade or withdrawal (y) such Counterparty or an Affiliate thereof posts additional collateral acceptable to the Maturity Date and leave any principal of the Loan uncovered thereby, Rating Agencies (or if for any other reason any principal portion of the Loan shall be uncovered by the Interest Rate Protection Agreement during the period of time commencing on the ISDA Commencement Date and ending on the Maturity Datesuch Counterparty is Xxxxxx Xxxxxxx Capital Services Inc. or an Affiliate thereof, such uncovered amount shall be immediately due and payable. All costs, expenses, penalties and indemnity obligations that may be incurred by Lender additional collateral as a result of Borrower’s default under, or termination of, the Interest Rate Protection Agreement, including but not limited to the costs of unwinding the Interest Rate Protection Agreement, shall be (a) subject to immediate reimbursement by Borrower pursuant to the terms hereof and set forth in Annex I attached to the Interest Rate Protection AgreementCap) from time to time securing its obligations under such Interest Rate Cap, and or (bz) secured by the Security Documents. In the event the Loan is terminated or Borrower repays all amounts due under the Loan prior an Affiliate of such Counterparty with a Minimum Counterparty Rating delivers a guaranty acceptable to the termination date set forth Rating Agencies guaranteeing such Counterparty’s obligations under such Interest Rate Cap. Notwithstanding the foregoing, if S&P or Fitch withdraws or downgrades the long-term credit rating of such Counterparty below “BBB+” or short term credit rating below “A-3”, or Xxxxx’x withdraws or downgrades the credit rating of such Counterparty below “A2” (if such Counterparty has only a long term rating from Xxxxx’x) or below “A3” or “P-2” (if such Counterparty has both long term and short term ratings from Xxxxx’x), Borrower shall replace such Interest Rate Cap not later than thirty (30) days following receipt of notice of such downgrade or withdrawal with a Interest Rate Cap in form and substance reasonably satisfactory to the Administrative Agent and with the same strike price as the Interest Rate Protection AgreementCap being replaced and from a Counterparty reasonably acceptable to Administrative Agent having a Minimum Counterparty Rating. Upon the execution of any Interest Rate Cap maintained by the Borrower pursuant to this Section 6.11, subject the Borrower shall contemporaneously deliver to the terms thereof, Borrower shall be obligated to terminate said Administrative Agent an Assignment of Interest Rate Protection Agreement and pay to the Lender any and all amounts that may be outstanding under said Interest Rate Protection Agreement in addition to any other amounts that may be due the Lender under this Agreement, the Note and the other Loan Documents. In the event Borrower makes Cap duly executed by a partial prepayment on the Loan as permitted hereby, Borrower shall be obligated to pay to the Lender any and all amounts that may be payable under the terms Responsible Officer of the Interest Rate Protection Agreement Borrower with respect to such partial prepayment in addition to any other amounts that may be due the Lender under this Agreement, the Note and the other Loan DocumentsInterest Rate Cap.

Interest Rate Protection Agreement. As of the date hereof, and as indicated in, the transaction summary provided by Chatham Financial to Lender, Borrower has entered into a certain ISDA 2002 Master Agreement with the Lender (together with the confirmation thereof and into, made all schedules theretopayments required under, and satisfied all conditions precedent to the effectiveness of, an interest rate protection agreement that satisfies all of the following conditions (such interest rate protection agreement, being referred to herein as may be amended or substituted from time to time, the “Interest Rate Protection Agreement”): (a) dated as of the Closing Date (the “ISDA Commencement Date”), in order to eliminate the risk with respect to fluctuation of the interest rate in connection with the Loan. The Interest Rate Protection Agreement shall be effective as of such date with the payment terms and the rate as referenced therein to commence on the ISDA Commencement Date and shall continue until the Maturity Date and shall, at all times, be in a notional amount equal to the entire outstanding principal amount of the Loan. If the Interest Rate Protection Agreement shall expire prior to is with a financial institution having a long term, unsecured and unsubordinated debt rating of at least “A-” by S&P and “A3” by Xxxxx’x (an “Acceptable Counterparty”); has a term ending no earlier than the Maturity Date Date; is an interest rate cap in respect of an original notional amount of $119,750,000 that shall have the effect of capping LIBOR at not more than 15% per annum; and leave any principal provides that the only obligation of Borrower thereunder is the making of a single payment upon the execution and delivery thereof. (b) Borrower’s interest in such Interest Rate Protection Agreement has been assigned to Lender pursuant to that certain collateral assignment of interest rate protection agreement dated as of the Loan uncovered therebydate hereof (the “Collateral Assignment”), or if for any other reason any principal portion and Borrower shall obtain and deliver to Lender, within 10 days after the date hereof, an acknowledgment of the Loan shall be uncovered Collateral Assignment executed and delivered by the counterparty to such Interest Rate Protection Agreement, which acknowledgment includes such counterparty’s agreement to pay directly into the Deposit Account all sums payable by such counterparty pursuant to the Interest Rate Protection Agreement during in the period of time commencing on form required by the ISDA Commencement Date and ending on Collateral Assignment (provided that the Maturity Date, such uncovered amount Collateral Assignment shall be immediately due subject to such reasonable modifications as shall be required by the Counterparty, provided that such modifications do not decrease Lender’s rights thereunder in any material respect and payable. All costsdo not increase Lender’s obligations or liabilities thereunder. (c) In connection with an Interest Rate Protection Agreement, expensesBorrower shall obtain and deliver to Lender, penalties within fifteen (15) days after the date hereof, an opinion of counsel from counsel (in-house or independent) for the issuer of the Interest Rate Protection Agreement (upon which Lender and indemnity its successors and assigns may rely) which shall provide in relevant part (and include such standard and customary exclusions and exceptions for opinions of such nature), that: (a) the issuer 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 that may be incurred by Lender as a result of Borrower’s default under, or termination of, the Interest Rate Protection Agreement, including but not limited to ; (b) the costs execution and delivery of unwinding the Interest Rate Protection AgreementAgreement by the issuer, shall be and any other agreement which the issuer 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 (aor equivalent organizational documents) subject to immediate reimbursement or any law, regulation or contractual restriction binding on or affecting it or its property; (c) all consents, authorizations and approvals required for the execution and delivery by Borrower pursuant to the terms hereof and to issuer of the Interest Rate Protection Agreement, and any other agreement which the issuer has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been obtained, 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 (bd) secured by the Security Documents. In the event the Loan is terminated or Borrower repays all amounts due under the Loan prior to the termination date set forth in the Interest Rate Protection Agreement, and any other agreement which the issuer has executed and delivered pursuant thereto, has been duly executed and delivered by the issuer and constitutes the legal, valid and binding obligation of the issuer, enforceable against the issuer in accordance with its terms, subject to the terms thereofapplicable bankruptcy, Borrower shall be obligated insolvency and similar laws affecting creditors’ rights generally, and subject, as to terminate said Interest Rate Protection Agreement and pay enforceability, to the Lender any and all amounts that may be outstanding under said Interest Rate Protection Agreement general principles of equity (regardless of whether enforcement is sought in addition to any other amounts that may be due the Lender under this Agreement, the Note and the other Loan Documents. a proceeding in equity or at law). (d) In the event Borrower makes a partial prepayment on of any downgrade, withdrawal or qualification of the Loan as permitted hereby, Borrower shall be obligated to pay to rating of the Lender any and all amounts that may be payable under the terms issuer of the Interest Rate Protection Agreement below “A-” by S&P and “A3” by Xxxxx’x, not later than 30 days following receipt of notice from Lender of such downgrade, withdrawal or qualification, either (i) such issuer shall post cash collateral securing such issuer’s obligations under the Interest Rate Protection Agreement with respect a custodian bank selected by such issuer reasonably acceptable to such partial prepayment Lender, or (ii) Borrower shall replace the Interest Rate Protection Agreement with a replacement Interest Rate Protection Agreement from an Acceptable Counterparty (with terms identical to the Interest Rate Protection Agreement being replaced, or otherwise approved by Lender in addition to any other amounts that may be due the Lender under this Agreement, the Note and the other Loan Documentsits reasonable discretion).

Interest Rate Protection Agreement. Borrower has As of the date hereof, Borrowers have entered into, made all payments required under, and satisfied all conditions precedent to the effectiveness of an interest rate protection agreement that satisfies all of the following conditions (such interest rate protection agreement together with (i) any extension thereof or (ii) any other interest rate protection agreement entered into a certain ISDA 2002 Master Agreement with pursuant to Section 2.8 hereof, being referred to herein as the Lender (together with the confirmation thereof and all schedules thereto, and as may be amended or substituted from time to time, the “"Interest Rate Protection Agreement”"): (a) dated as of the Closing Date (the “ISDA Commencement Date”), in order to eliminate the risk with respect to fluctuation of the interest rate in connection with the Loan. The Interest Rate Protection Agreement shall be effective as of such date with the payment terms and the rate as referenced therein to commence on the ISDA Commencement Date and shall continue until the Maturity Date and shall, at all times, be in a notional amount equal to the entire outstanding principal amount of the Loan. If the Interest Rate Protection Agreement shall expire prior to (i) is with an Acceptable Counterparty, (ii) has a term ending no earlier than the Stated Maturity Date and leave any Date, (iii) is an interest rate cap (A) in respect of a notional amount not less than the maximum principal amount of the Loan uncovered therebyand (B) that shall have the effect of capping LIBOR at three and one‑half percent (3.50%) per annum and (iv) provides that the only obligation of Borrowers thereunder is the making of a single payment upon the execution and delivery thereof. (b) Borrowers' interest in such Interest Rate Protection Agreement has been assigned to Lender pursuant to documentation satisfactory to Lender in form and substance, or if for any other reason any principal portion and the counterparty to such Interest Rate Protection Agreement has executed and delivered to Lender an acknowledgment of such assignment, which acknowledgment includes such counterparty's agreement to pay directly into the Loan shall be uncovered Clearing Account all sums payable by such counterparty pursuant to the Interest Rate Protection Agreement during and shall otherwise be satisfactory to Lender in form and substance. (c) In connection with an Interest Rate Protection Agreement, Borrowers shall obtain and deliver to Lender an opinion of counsel from counsel (in-house or independent) for the period issuer of time commencing on the ISDA Commencement Date Interest Rate Protection Agreement (upon which Lender and ending on its successors and assigns may rely) which shall provide in relevant part, that: (i) the Maturity Dateissuer is duly organized, such uncovered amount shall be immediately due validly existing, and payable. All costsin good standing under the laws of its jurisdiction of incorporation and has the organizational power and authority to execute and deliver, expenses, penalties and indemnity to perform its obligations that may be incurred by Lender as a result of Borrower’s default under, or termination of, the Interest Rate Protection Agreement, including but not limited to ; (ii) the costs execution and delivery of unwinding the Interest Rate Protection AgreementAgreement by the issuer, shall be and any other agreement which the issuer 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 (aor equivalent organizational documents) subject to immediate reimbursement 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 Borrower pursuant to the terms hereof and to issuer of the Interest Rate Protection Agreement, and any other agreement which the issuer 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 (biv) secured by the Security Documents. In the event the Loan is terminated or Borrower repays all amounts due under the Loan prior to the termination date set forth in the Interest Rate Protection Agreement, and any other agreement which the issuer has executed and delivered pursuant thereto, has been duly executed and delivered by the issuer and constitutes the legal, valid and binding obligation of the issuer, enforceable against the issuer in accordance with its terms, subject to the terms thereofapplicable bankruptcy, Borrower shall be obligated insolvency and similar laws affecting creditors' rights generally, and subject, as to terminate said Interest Rate Protection Agreement and pay enforceability, to the Lender any and all amounts that may be outstanding under said Interest Rate Protection Agreement general principles of equity (regardless of whether enforcement is sought in addition to any other amounts that may be due the Lender under this Agreement, the Note and the other Loan Documents. a proceeding in equity or at law). (d) In the event Borrower makes a partial prepayment on of any downgrade, withdrawal or qualification of the Loan as permitted hereby, Borrower shall be obligated to pay to rating of the Lender any and all amounts that may be payable under the terms issuer of the Interest Rate Protection Agreement below (x) a long-term unsecured debt rating of "A-" by S&P or (y) a long-term unsecured debt rating of "A3" by Xxxxx'x, Borrowers shall either (i) replace (or cause the cap provider to replace) the Interest Rate Protection Agreement with respect a replacement Interest Rate Protection Agreement from an Acceptable Counterparty (with terms identical to such partial prepayment the Interest Rate Protection Agreement being replaced, or otherwise approved by Lender in addition to any other amounts that may be due the Lender under this Agreement, the Note its reasonable discretion and the other Loan DocumentsRating Agencies) or (ii) if a guaranty was delivered in connection with the Interest Rate Protection Agreement from an Acceptable Counterparty at closing, cause the issuer to provide a replacement guaranty of its obligations under the Interest Rate Protection Agreement from another Acceptable Counterparty not later than thirty (30) days following receipt of notice from Lender or the Servicer of such downgrade, withdrawal or qualification.

Interest Rate Protection Agreement. 5.6.1 On or prior to the date of this Agreement, Borrower has entered into a certain ISDA 2002 Master Agreement with the Lender (together with the confirmation thereof and all schedules theretoshall enter into, and as may be amended or substituted from time to timeBorrower shall thereafter maintain in full force and effect until the Loan is repaid in full, the “an "Interest Rate Protection Agreement”) dated as of the Closing Date (the “ISDA Commencement Date”)", in order a notional amount not less than the Loan Amount, from an issuer that satisfies the Rate Cap Rating Criteria and is acceptable to eliminate the risk with respect to fluctuation of the interest rate in connection with the LoanLender ("Issuer"). The initial Interest Rate Protection Agreement shall be for a term expiring no earlier than October 5, 2021. The Interest Rate Protection Agreement shall be effective as of such date with provide that if LIBOR then in effect is at any time greater than three percent (3%) (the payment terms and "Strike Price"), then the rate as referenced therein Issuer shall pay to commence Lender, on the ISDA Commencement Date and shall continue until dates when monthly payments of interest are required to be paid to Lender under Section 2.3, an amount equal to interest on said notional amount at the Maturity Date and Excess Rate (as hereinafter defined). 5.6.2 Not later than forty-five (45) days prior to the expiration of any Interest Rate Protection Agreement, Borrower shall, at all timesBorrower's cost and expense, be in replace the same with an Interest Rate Protection Agreement (i) covering a notional amount equal not less than the then outstanding principal balance of the Note, (ii) issued at a strike price identical to the entire outstanding principal amount initial Interest Rate Protection Agreement, (iii) issued by an issuer satisfying the Rate Cap Rating Criteria and otherwise reasonably satisfactory to Lender, (iv) for a term of at least one (1) year, and (v) otherwise in form and substance reasonably satisfactory to Lender. Borrower shall maintain in full force and effect an Interest Rate Protection Agreement until full repayment of the Indebtedness. For the avoidance of doubt, an Interest Rate Protection Agreement satisfying the Rate Cap Rating Criteria shall be in place at all times during the term of the Loan. If In the event that (1) an Interest Rate Protection Agreement is terminated for any reason or is otherwise unenforceable by Lender or (2) the Issuer executing the Interest Rate Protection Agreement is not a financial institution satisfying the Rate Cap Rating Criteria, Borrower shall expire prior immediately obtain from a financial institution that satisfies the Rate Cap Rating Criteria a replacement Interest Rate Protection Agreement in form and substance satisfactory to Lender in its reasonable discretion. Borrower shall comply with all of its obligations under the Maturity Date terms and leave any principal provisions of the Loan uncovered thereby, or if for any other reason any principal portion of the Loan shall be uncovered by the Interest Rate Protection Agreement during the period of time commencing on the ISDA Commencement Date and ending on the Maturity Date, such uncovered amount shall be immediately due and payable. All costs, expenses, penalties and indemnity obligations that may be incurred by Lender as a result of Borrower’s default under, or termination of, the Interest Rate Protection Agreement, including but not limited to the costs of unwinding the Interest Rate Protection Agreement, shall be (a) subject to immediate reimbursement by Borrower pursuant to the terms hereof and to the Interest Rate Protection Agreement, and (b) secured by the Security Documents. In the event the Loan is terminated or Borrower repays all amounts due under the Loan prior to the termination date set forth in the Interest Rate Protection Agreement, subject to the terms thereof, Borrower shall be obligated to terminate said Interest Rate Protection Agreement and pay to not (i) without the Lender any and all amounts that may be outstanding under said Interest Rate Protection Agreement in addition to any other amounts that may be due the Lender under this Agreementprior written consent of Lender, the Note and the other Loan Documents. In the event Borrower makes a partial prepayment on the Loan as permitted herebymodify, Borrower shall be obligated to pay to the Lender any and all amounts that may be payable under 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 with respect prior to such partial prepayment its stated maturity date. All amounts paid by the Issuer under the Interest Rate Protection Agreement to Borrower or Lender shall be deposited immediately into the Blocked Account. Borrower shall take all actions reasonably requested by Lender to enforce Borrower's rights under the Interest Rate Protection Agreement in addition the event of a default by the Issuer thereunder and shall not waive, amend or otherwise modify any of its rights thereunder. 5.6.3 The cost of the initial Interest Rate Protection Agreement shall be paid for on or prior to any other amounts that may be due the Lender under date of this Agreement, the Note and the other Loan Documents.

Interest Rate Protection Agreement. As of the date hereof, Borrower has entered into a certain ISDA 2002 Master Agreement into, made (or will make concurrently with the Lender funding of the Loan) all payments required under, and satisfied all conditions precedent to the effectiveness of, an interest rate protection agreement that satisfies all of the following conditions. (such interest rate protection agreement together with the confirmation (i) any extension thereof and all schedules theretoor (ii) any other interest rate protection agreement entered into pursuant to Section 2.8 hereof, and being referred to herein as may be amended or substituted from time to time, the “Interest Rate Protection Agreement”): (1) dated as of the Closing Date (the “ISDA Commencement Date”), in order to eliminate the risk with respect to fluctuation of the interest rate in connection with the Loan. The Interest Rate Protection Agreement shall be effective as of such date with the payment terms and the rate as referenced therein to commence on the ISDA Commencement Date and shall continue until the Maturity Date and shall, at all times, be in a notional amount equal to the entire outstanding principal amount of the Loan. If the Interest Rate Protection Agreement shall expire prior to is with a financial institution having a long term, unsecured and unsubordinated debt rating of at least “A+” by S&P and “A1” by Moody’s and “A+” by Fitch (an “Acceptable Counterparty”); has a term ending no earlier than the originally scheduled Stated Maturity Date and leave any (or, in the event the Term is extended pursuant to Section 2.8 hereof, the Extended Maturity Date); is an interest rate cap in respect of a notional amount not less than the maximum principal amount of the Loan uncovered therebythat shall have the effect of capping LIBOR at 5.00% per annum; and provides that the only obligation of Borrower thereunder is the making of a single payment upon the execution and delivery thereof. (2) Borrower’s interest in such Interest Rate Protection Agreement has been assigned to Lender pursuant to documentation satisfactory to Lender in form and substance, or if for any other reason any principal portion and the counterparty to such Interest Rate Protection Agreement has executed and delivered to Lender an acknowledgment of such assignment, which acknowledgment includes such counterparty’s agreement to pay directly into the Loan shall be uncovered Clearing Account all sums payable by such counterparty pursuant to the Interest Rate Protection Agreement during and shall otherwise be satisfactory to Lender in form and substance. (3) In connection with an Interest Rate Protection Agreement, Borrower shall obtain and deliver to Lender an opinion of counsel from counsel (in-house or independent) for the period issuer of time commencing on the ISDA Commencement Date Interest Rate Protection Agreement (upon which Lender and ending on its successors and assigns may rely) which shall provide in relevant part, that: (a) the Maturity Dateissuer is duly organized, such uncovered amount shall be immediately due validly existing, and payable. All costsin good standing under the laws of its jurisdiction of incorporation and has the organizational power and authority to execute and deliver, expenses, penalties and indemnity to perform its obligations that may be incurred by Lender as a result of Borrower’s default under, or termination of, the Interest Rate Protection Agreement, including but not limited to ; (b) the costs execution and delivery of unwinding the Interest Rate Protection AgreementAgreement by the issuer, shall be and any other agreement which the issuer 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 (aor equivalent organizational documents) subject to immediate reimbursement or any law, regulation or contractual restriction binding on or affecting it or its property; (c) all consents, authorizations and approvals required for the execution and delivery by Borrower pursuant to the terms hereof and to issuer of the Interest Rate Protection Agreement, and any other agreement which the issuer 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 (bd) secured by the Security Documents. In the event the Loan is terminated or Borrower repays all amounts due under the Loan prior to the termination date set forth in the Interest Rate Protection Agreement, and any other agreement which the issuer has executed and delivered pursuant thereto, has been duly executed and delivered by the issuer and constitutes the legal, valid and binding obligation of the issuer, enforceable against the issuer in accordance with its terms, subject to the terms thereofapplicable bankruptcy, Borrower shall be obligated insolvency and similar laws affecting creditors’ rights generally, and subject, as to terminate said Interest Rate Protection Agreement and pay enforceability, to the Lender any and all amounts that may be outstanding under said Interest Rate Protection Agreement general principles of equity (regardless of whether enforcement is sought in addition to any other amounts that may be due the Lender under this Agreement, the Note and the other Loan Documents. a proceeding in equity or at law). (4) In the event Borrower makes a partial prepayment on of any downgrade, withdrawal or qualification of the Loan as permitted hereby, Borrower shall be obligated to pay to rating of the Lender any and all amounts that may be payable under the terms issuer of the Interest Rate Protection Agreement below “A+” by S&P or Fitch and “A1” by Mxxxx’x, Borrower shall replace the Interest Rate Protection Agreement with respect a replacement Interest Rate Protection Agreement from an Acceptable Counterparty (with terms identical to such partial prepayment the Interest Rate Protection Agreement being replaced, or otherwise approved by Lender in addition to any other amounts that may be due the Lender under this Agreement, the Note its reasonable discretion and the other Loan DocumentsRating Agencies) not later than thirty (30) days following receipt of notice from Lender or the Servicer of such downgrade, withdrawal or qualification.

Interest Rate Protection Agreement. Borrower has entered into a certain ISDA 2002 Master Agreement Prior to or contemporaneously with the Lender Amendment Effective Date, Borrower shall enter into (together with x) an amendment to the confirmation thereof and all schedules thereto, and as may be amended or substituted from time to time, the “Interest Rate Protection Agreement”) dated as of the Closing Date (the “ISDA Commencement Date”), in order to eliminate the risk Cap Agreement with respect to fluctuation the Interest Rate Cap Notional Amount, satisfactory in form and substance to the Lender, and (y) a Interest Rate Swap Agreement with respect to the Interest Rate Swap Notional Amount. The aggregate notional amount of the interest rate in connection with Interest Rate Cap Agreement, as so amended, and Interest Rate Swap Agreement shall be at least equal to the LoanPrincipal Amount. The Each Interest Rate Protection Agreement shall be effective as of such date with the payment terms and the rate as referenced therein to commence on the ISDA Commencement Date and shall continue until the Maturity Date and shall, (i) at all times, times be in a notional amount equal form and substance reasonably acceptable to Lender, (ii) at all times be with an Approved Counterparty, (iii) direct such Approved Counterparty to deposit directly into the entire outstanding principal amount of the Loan. If the Holding Account any net amounts due to Borrower under such Interest Rate Protection Agreement shall expire prior to the Maturity Date and leave so long as any principal of the Loan uncovered thereby, or if for any other reason any principal portion of the Loan is outstanding, provided that the Loan shall be uncovered deemed to be outstanding if the Properties are transferred by the Interest Rate Protection Agreement during the period of time commencing on the ISDA Commencement Date and ending on the Maturity Datejudicial or non-judicial foreclosure or deed-in-lieu thereof, such uncovered amount shall be immediately due and payable. All costs, expenses, penalties and indemnity obligations that may be incurred by Lender as a result of Borrower’s default under, or termination of, the Interest Rate Protection Agreement, including but not limited to the costs of unwinding the Interest Rate Protection Agreement, shall be (aiv) subject to immediate reimbursement by Borrower pursuant to the terms hereof and with respect to the Interest Rate Protection Swap Agreement shall have a notional amount that does not exceed the original Interest Rate Swap Notional Amount and be for a period through the end of the Interest Period during which the Maturity Date occurs, (v) in the case of an Interest Rate Cap Agreement, have a strike rate no greater than the Strike Price, and (bvi) with respect to each Interest Rate Swap Agreement for the Interest Rate Swap Notional Amount (A) the obligations of Borrower thereunder shall not be secured by or encumber any Individual Property or any of the Security Documents. In the event the Loan is terminated or Borrower repays all amounts due other collateral securing Borrower’s obligations under the Loan prior Documents, (B) Borrower’s obligations thereunder cannot be assigned to or guaranteed by any other Person, (C) the termination date applicable Approved Counterparty thereunder shall agree that the Borrower’s obligations thereunder shall be paid from the Holding Account in the order and priority set forth in Section 3.1.6, and (D) provide that the Swap Counterparty shall receive a monthly payment equal to the interest accrued on the Interest Rate Protection Agreement, subject Swap Notional Amount at a per annum rate equal to the terms thereof, Swap Fixed Rate and Borrower shall be obligated to terminate said Interest Rate Protection Agreement and pay receive in return from such Swap Counterparty a monthly payment equal to the Lender any and all amounts that may be outstanding under said Interest Rate Protection Agreement interest accrued in addition to any other amounts that may be due the Lender under this Agreement, the Note and the other Loan Documents. In the event Borrower makes a partial prepayment on the Loan as permitted hereby, Borrower shall be obligated to pay to the Lender any and all amounts that may be payable under the terms respect of the Interest Rate Protection Agreement with respect Swap Notional Amount at a per annum rate equal to such partial prepayment in addition to any other amounts that may be due the Lender under this Agreement, the Note and the other Loan Documentsone (1) month LIBOR.

Interest Rate Protection Agreement. Borrower has entered into a certain ISDA 2002 Master Agreement (a) Prior to or contemporaneously with the Lender (together with Closing Date, Borrower shall have obtained the confirmation thereof and all schedules thereto, and as may be amended or substituted from time to time, the “Interest Rate Protection Agreement”) dated as , which shall be coterminous with, or extend beyond, the initial term of the Closing Date (Loan and have a notional amount which shall not at any time be less than the “ISDA Commencement Date”), in order to eliminate the risk with respect to fluctuation outstanding principal balance of the interest rate in connection with the Loan. The Interest Rate Protection Agreement shall be effective as maintained throughout the term of the Loan with an Acceptable Counterparty. If the provider of the Interest Rate Protection Agreement ceases to be an Acceptable Counterparty, Borrower shall obtain a replacement Interest Rate Protection Agreement from an Acceptable Counterparty within ten (10) Business Days of receipt of notice from Lender or Borrower's obtaining knowledge that the then-current counterparty under the Interest Rate Protection Agreement is no longer an Acceptable Counterparty; provided, however, in the event that the Interest Rate Protection Agreement counterparty is Bank of America, N.A., the provisions of this sentence shall not apply. (b) Borrower shall collaterally assign to Lender pursuant to the Collateral Assignment of Interest Rate Protection Agreement all of its right, title and interest to receive any and all payments under the Interest Rate Protection Agreement (and any related guarantee, if any) and shall deliver to Lender counterparts of such date with Collateral Assignment of Interest Rate Protection Agreement executed by the payment terms Borrower and by the rate Acceptable Counterparty and notify the Acceptable Counterparty of such collateral assignment (either in such Interest Rate Protection Agreement or by separate instrument). At such time as referenced therein to commence on the ISDA Commencement Date Loan is repaid in full, all of Lender's right, title and shall continue until the Maturity Date and shall, at all times, be interest in a notional amount equal to the entire outstanding principal amount of the Loan. If the Interest Rate Protection Agreement shall expire prior terminate and Lender shall execute and deliver at Borrower's sole cost and expense, such documents as may be required to the Maturity Date and leave any principal evidence Lender's release of the Loan uncovered thereby, or if for any other reason any principal portion of the Loan shall be uncovered by the Interest Rate Protection Agreement during and to notify the period Acceptable Counterparty of time commencing on such release. (c) Borrower shall comply with all of its obligations under the ISDA Commencement Date terms and ending on provisions of the Maturity Date, such uncovered amount Interest Rate Protection Agreement. All amounts paid by the Acceptable Counterparty under the Interest Rate Protection Agreement to Borrower or Lender shall be deposited immediately due into the Lockbox Account. Borrower shall take all actions reasonably requested by Lender to enforce Lender's rights under the Interest Rate Protection Agreement in the event of a default by the Acceptable Counterparty and payable. All costsshall not waive, expensesamend or otherwise modify any of its rights thereunder. (d) In the event that Borrower fails to purchase, penalties maintain and indemnity obligations that / or deliver to Lender the Interest Rate Protection Agreement in accordance with the terms and provisions of this Agreement, Lender may be purchase the Interest Rate Protection Agreement and the cost incurred by Lender as a result in purchasing the Interest Rate Protection 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 Interest Rate Protection Agreement and any replacement Interest Rate Protection Agreement, Borrower shall obtain and deliver to Lender 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 Borrower’s default its jurisdiction of incorporation and has the organizational power and authority to execute and deliver, and to perform its obligations under, or termination of, the Interest Rate Protection Agreement, including but not limited to ; (ii) the costs execution and delivery of unwinding the Interest Rate Protection AgreementAgreement by the Acceptable Counterparty, shall be 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 (aor equivalent organizational documents) subject to immediate reimbursement 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 Borrower pursuant to the terms hereof and to Acceptable Counterparty of the Interest Rate Protection 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 (biv) secured by the Security Documents. In the event the Loan is terminated or Borrower repays all amounts due under the Loan prior to the termination date set forth in the Interest Rate Protection 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 the terms thereofapplicable bankruptcy, Borrower shall be obligated insolvency and similar laws affecting creditors' rights generally, and subject, as to terminate said Interest Rate Protection Agreement and pay enforceability, to the Lender any and all amounts that may be outstanding under said Interest Rate Protection Agreement general principles of equity (regardless of whether enforcement is sought in addition to any other amounts that may be due the Lender under this Agreement, the Note and the other Loan Documents. In the event Borrower makes a partial prepayment on the Loan as permitted hereby, Borrower shall be obligated to pay to the Lender any and all amounts that may be payable under the terms of the Interest Rate Protection Agreement with respect to such partial prepayment proceeding in addition to any other amounts that may be due the Lender under this Agreement, the Note and the other Loan Documentsequity or at law).

Interest Rate Protection Agreement. (a) Not later than six (6) months following the Closing Date, or within ten (10) Business Days after request of Agent if prior to such time the 30-day LIBO Rate shall be greater than 5.5%, Borrower has entered into shall obtain and at all times thereafter during the initial term of the Loan, Borrower shall maintain in effect an Interest Rate Protection Agreement having a certain ISDA 2002 Master Agreement term coterminous with the Lender initial term of the Loan, with an initial notional amount equal to the amount of the Loan or, if the Loan is not then fully funded, having an increasing notional amount, with increases to be based on the draw schedule for the Loan (together with the confirmation thereof and all schedules theretointent that, and as may be amended or substituted to the extent reasonably practicable, the notional amount applicable from time to timetime shall equal the outstanding principal balance of the Loan and that if it does not, Borrower shall, upon request by Agent, amend the Interest Rate Protection Agreement to increase the notional amounts) and with a Counterparty reasonably acceptable to Agent 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 calculated on an annual basis, or if Borrower obtains more than one (1) interest rate cap, the blended LIBOR strike rate under the Interest Rate Protection Agreement”) dated , as of determined by Lender, shall be equal to or less than the Closing Date (the “ISDA Commencement Date”), in order to eliminate the risk with respect to fluctuation of the interest rate in connection with the LoanCapped LIBOR Rate. The Interest Rate Protection Agreement shall be effective 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 date Counterparty by any Rating Agency below a credit rating from S&P and Fitch of at least "A" and from Moody's of at least "A2", Borrower shall replace the Interest Rate Xxxxxxxion Agreement not later than thirty (30) 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 payment requirements set forth in this Section 4.1.14) from a Counterparty reasonably acceptable to Lender having a Minimum Counterparty Rating. Borrower shall have the right to pay the premium for the Interest Rate Protection Agreement from the Interest Reserve. (b) Borrower shall comply with all of its obligations under the terms and provisions of the rate as referenced therein Interest Rate Protection Agreement. Borrower shall take all action reasonably requested by Agent to commence on enforce Agent's rights under the ISDA Commencement Date Interest Rate Protection Agreements in the event of a default by Counterparty and shall continue until not waive, amend or otherwise modify any of its rights thereunder. (c) Borrower shall collaterally assign to Agent, pursuant to an Assignment of Interest Rate Protection Agreement substantially in the Maturity Date form attached hereto as EXHIBIT C-2, all of its right, title and shallinterest to receive any and all payments under the Interest Rate Protection Agreement (and any related guarantee, at all timesif any) and shall deliver to Agent an executed counterpart of such Interest Rate Protection Agreements, be notify the Counterparty of such collateral assignment and obtain the agreement (either in a notional amount equal such Interest Rate Protection Agreement or by separate instrument) of such Counterparty to make any payments to become payable under or pursuant to the entire outstanding principal amount Agreement directly to Agent until such time as the Assignment of Interest Rate Protection Agreement is terminated or otherwise canceled. At such time as the Loan. If Loan is repaid in full, all of Agent's right, title and interest in the Interest Rate Protection Agreement shall expire prior terminate and Agent shall execute and deliver at Borrower's sole cost and expense, such documents as may be required to evidence Agent's release of the Interest Rate Protection Agreements and to notify the Counterparty of such release. If Agent receives any payments under the Interest Rate Protection Agreement (other than a payment by reason of a termination event thereunder or any other payment during the existence of an Event of Default), Agent shall have the right to hold the same, deposit the same in a cash collateral account as additional security for the Loan and to apply same to the Maturity Date payment of accrued and leave unpaid interest on any principal of the Loan uncovered thereby, or if for Payment Date. If Agent receives any other reason any principal portion of the Loan shall be uncovered by payments under the Interest Rate Protection Agreement during the period existence of time commencing on the ISDA Commencement Date and ending on the Maturity Date, such uncovered amount shall be immediately due and payable. All costs, expenses, penalties and indemnity obligations that may be incurred an Event of Default or by Lender as reason of a result of Borrower’s default under, or termination of, event under the Interest Rate Protection Agreement, including but not limited Agent shall have the right to the costs of unwinding the Interest Rate Protection Agreementhold same, shall be (a) subject to immediate reimbursement by Borrower pursuant deposit same in such cash collateral account or to the terms hereof and to the Interest Rate Protection Agreement, and (b) secured by the Security Documents. In the event the Loan is terminated or Borrower repays all amounts due under the Loan prior to the termination date set forth in the Interest Rate Protection Agreement, subject to the terms thereof, Borrower shall be obligated to terminate said Interest Rate Protection Agreement and pay to the Lender any and all amounts that may be outstanding under said Interest Rate Protection Agreement in addition apply same to any other amounts that may be due portion of the Lender under this AgreementDebt in any order it desires or, the Note and the other Loan Documents. In the event Borrower makes a partial prepayment on the Loan as permitted hereby, Borrower shall be obligated to pay to the Lender any and all amounts that may be payable under the terms of if the Interest Rate Protection Agreement with respect has been partially or wholly terminated, to such partial prepayment apply same to the cost of acquiring another interest rate protection agreement in addition form and substance, and from a counterparty, satisfactory to any other amounts Agent in all respects. (d) In the event that Borrower fails to purchase and deliver to Agent the Interest Rate Protection Agreement as and when required hereunder, Agent may be due purchase the Lender under this Agreement, the Note Interest Rate Protection Agreements and the other Loan Documentscost incurred by Agent in purchasing the Interest Rate Protection Agreements shall be paid by Borrower to Agent with interest thereon at the Default Rate from the date such cost was incurred by Agent until such cost is paid to Agent. (e) Borrower's failure to comply with any or all of the foregoing covenants set forth in this Section 4.1.14 (within ten (10) Business Days after notice thereof is given by Agent to Borrower) shall constitute an Event of Default hereunder.

Interest Rate Protection Agreement. Borrower has entered into a certain ISDA 2002 Master Agreement (a) Prior to or contemporaneously with the Lender (together with the confirmation thereof and all schedules theretoClosing Date, and as may be amended or substituted from time to time, the “Borrower shall enter into an Interest Rate Protection Agreement”) dated as of the Closing Date (the “ISDA Commencement Date”), in order Agreement with a LIBOR swapped rate acceptable to eliminate the risk with respect to fluctuation of the interest rate in connection with the LoanLender. The Interest Rate Protection Agreement (i) shall be effective as of such date with the payment terms and the rate as referenced therein to commence on the ISDA Commencement Date and shall continue until the Maturity Date and shall, at all times, be in a form and substance reasonably acceptable to Lender, (ii) shall be with a Counterparty acceptable to Lender, (iii) shall be for a period equal to the term of the Loan and (iv) shall have an initial notional amount equal to the entire outstanding principal amount balance of the Loan. If Borrower shall direct such Counterparty to deposit directly into the Restricted Account any amounts due Borrower under such Interest Rate Protection Agreement so long as any portion of the Debt exists, provided that the Debt shall be deemed to exist if the Property is transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof. Additionally, Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Interest Rate Protection Agreement, all of its right, title and interest to receive any and all payments under the Interest Rate Protection Agreement, and shall deliver to Lender an executed counterpart of such Interest Rate Protection Agreement (which shall, by its terms, authorize the assignment to Lender and require that payments be deposited directly into the Restricted Account. (b) Borrower shall comply with all of its obligations under the terms and provisions of the Interest Rate Protection Agreement. All amounts paid by the Counterparty under the Interest Rate Protection Agreement shall expire prior to the Maturity Date and leave any principal of the Loan uncovered thereby, Borrower or if for any other reason any principal portion of the Loan Lender shall be uncovered deposited immediately into the Restricted Account. Borrower shall take all actions reasonably requested by Lender to enforce Lender’s rights under the Interest Rate Protection Agreement during in the period event of a default by the Counterparty and shall not waive, amend or otherwise modify any of its rights thereunder. (c) If at any time commencing on (i) Xxxxx Fargo Bank, N.A. or any of its affiliates is not “Lender” under the ISDA Commencement Date Loan, or (ii) Xxxxx Fargo Bank, N.A. or any of its affiliates is not the Counterparty, then, in the event there is any downgrade, withdrawal or qualification of the long-term unsecured debt rating of the Counterparty below an “A” by S&P or below an “A2” by Xxxxx’x, Borrower shall replace the Interest Rate Protection Agreement with a new Interest Rate Protection Agreement with a Counterparty acceptable to Lender (a “Replacement Interest Rate Protection Agreement”), not later than ten (10) Business Days following receipt of notice from Lender of such downgrade, withdrawal or qualification. Notwithstanding the foregoing, in the event the Counterparty is Xxxxx Fargo Bank, N.A. or any of its affiliates and ending on neither Xxxxx Fargo Bank, N.A. nor any of its affiliates is the Maturity DateLender, such uncovered amount Replacement Interest Rate Protection Agreement is only required to be delivered in the event there is any downgrade, withdrawal or qualification of the long-term unsecured debt rating of the Counterparty below an “A” by S&P and below an “A2” by Xxxxx’x. In furtherance of the foregoing, if Xxxxx Fargo Bank, N.A. and/or any of its affiliates are both Lender and Counterparty, then no Replacement Interest Rate Protection Agreement shall be immediately due required. (d) In the event that Borrower fails to purchase and payable. All costsdeliver to Lender the Interest Rate Protection Agreement or fails to maintain the Interest Rate Protection Agreement in accordance with the terms and provisions of this Agreement, expenses, penalties Lender may purchase the Interest Rate Protection Agreement and indemnity obligations that may be the cost incurred by Lender as a result in purchasing such Interest Rate Protection 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) If required by Lender, in connection with the Interest Rate Protection Agreement where Xxxxx Fargo Bank, N.A. or any affiliate thereof is not the Counterparty thereunder, Borrower shall obtain and deliver to Lender an opinion from counsel (which counsel may be in‑house counsel for the Counterparty) for the Counterparty (upon which Lender and its successors and assigns may rely) which shall provide, in relevant part, that: (i) the Counterparty is duly organized, validly existing, and in good standing under the laws of Borrower’s default its jurisdiction of incorporation and has the organizational power and authority to execute and deliver, and to perform its obligations under, or termination of, the Interest Rate Protection Agreement; (ii) the execution and delivery of the Interest Rate Protection Agreement by the Counterparty, including but 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 limited to 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 costs execution and delivery by the Counterparty of unwinding the Interest Rate Protection Agreement, shall be 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 (aiv) the Interest Rate Protection Agreement, and any other agreement which the Counterparty has executed and delivered pursuant thereto, 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 immediate reimbursement by 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) Borrower shall pay to Xxxxx Fargo Bank, National Association (“Xxxxx Fargo”) any losses (including, without limitation, loss of bargain), costs (including, without limitation, cost of funding), and expenses that Xxxxx Fargo incurs, as Lender and/or Counterparty, as a result of any default in performance of, or the termination of, the obligations of Borrower pursuant to the terms hereof and to the Interest Rate Protection Agreement, if any. All such losses, costs and (b) secured expenses shall be payable by the Security Documents. In the event the Loan is terminated or Borrower repays all amounts due to Xxxxx Fargo as additional interest under the Loan prior (“Additional Interest”). The Additional Interest is deemed to constitute interest and not principal under the termination date set forth in Loan and the only reference to “principal” herein shall not be deemed to apply to Additional Interest. The Additional Interest Rate Protection Agreement, subject to the terms thereof, Borrower shall be obligated due and payable by Borrower pursuant to terminate said Interest Rate Protection Agreement and pay to the Lender any and all amounts that may be outstanding under said Interest Rate Protection Agreement in addition to any other amounts that may be due the Lender under this Agreement, the Note and the other Loan Documents. In the event Borrower makes a partial prepayment on the Loan as permitted hereby, Borrower shall be obligated to pay to the Lender any and all amounts that may be payable under the terms of the Interest Rate Protection Agreement and shall be secured on a pari-passu basis with respect to such partial prepayment in addition to any other amounts that may be due the Lender under this Debt by the lien of the Security Instrument. (g) In connection with the Interest Rate Protection Agreement, Borrower shall deliver to Lender a XXXXX SWAP Endorsement to the Note and the other Loan DocumentsTitle Insurance Policy in an amount satisfactory to Lender.

Interest Rate Protection Agreement. Borrower has entered into a certain ISDA 2002 Master Agreement (a) Prior to or contemporaneously with the Lender (together with the confirmation thereof and all schedules theretoClosing Date, and as may be amended or substituted from time to time, the “Borrower shall enter into an Interest Rate Protection Agreement”) dated as of the Closing Date (the “ISDA Commencement Date”), in order Agreement with a LIBOR swapped rate acceptable to eliminate the risk with respect to fluctuation of the interest rate in connection with the LoanLender. The Interest Rate Protection Agreement (i) shall be effective as of such date with the payment terms and the rate as referenced therein to commence on the ISDA Commencement Date and shall continue until the Maturity Date and shall, at all times, be in a form and substance reasonably acceptable to Lender, (ii) shall be with a Counterparty acceptable to Lender, (iii) shall be for a period equal to the term of the Loan and (iv) shall have an initial notional amount equal to the entire outstanding principal amount balance of the Loan. If Borrower shall direct such Counterparty to deposit directly into the Restricted Account any amounts due Borrower under such Interest Rate Protection Agreement so long as any portion of the Debt exists, provided that the Debt shall be deemed to exist if the Property is transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof. Additionally, Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Interest Rate Protection Agreement, all of its right, title and interest to receive any and all payments under the Interest Rate Protection Agreement, and shall deliver to Lender an executed counterpart of such Interest Rate Protection Agreement (which shall, by its terms, authorize the assignment to Lender and require that payments be deposited directly into the Restricted Account. (b) Borrower shall comply with all of its obligations under the terms and provisions of the Interest Rate Protection Agreement. All amounts paid by the Counterparty under the Interest Rate Protection Agreement shall expire prior to the Maturity Date and leave any principal of the Loan uncovered thereby, Borrower or if for any other reason any principal portion of the Loan Lender shall be uncovered deposited immediately into the Restricted Account. Borrower shall take all actions reasonably requested by Lender to enforce Lender’s rights under the Interest Rate Protection Agreement during in the period event of a default by the Counterparty and shall not waive, amend or otherwise modify any of its rights thereunder. (c) If at any time commencing on (i) Wxxxx Fargo Bank, N.A. or any of its affiliates is not “Lender” under the ISDA Commencement Date Loan, or (ii) Wxxxx Fargo Bank, N.A. or any of its affiliates is not the Counterparty, then, in the event there is any downgrade, withdrawal or qualification of the long-term unsecured debt rating of the Counterparty below an “A” by S&P or below an “A2” by Mxxxx’x, Borrower shall replace the Interest Rate Protection Agreement with a new Interest Rate Protection Agreement with a Counterparty acceptable to Lender (a “Replacement Interest Rate Protection Agreement”), not later than ten (10) Business Days following receipt of notice from Lender of such downgrade, withdrawal or qualification. Notwithstanding the foregoing, in the event the Counterparty is Wxxxx Fargo Bank, N.A. or any of its affiliates and ending on neither Wxxxx Fargo Bank, N.A. nor any of its affiliates is the Maturity DateLender, such uncovered amount Replacement Interest Rate Protection Agreement is only required to be delivered in the event there is any downgrade, withdrawal or qualification of the long-term unsecured debt rating of the Counterparty below an “A” by S&P and below an “A2” by Mxxxx’x. In furtherance of the foregoing, if Wxxxx Fargo Bank, N.A. and/or any of its affiliates are both Lender and Counterparty, then no Replacement Interest Rate Protection Agreement shall be immediately due required. (d) In the event that Borrower fails to purchase and payable. All costsdeliver to Lender the Interest Rate Protection Agreement or fails to maintain the Interest Rate Protection Agreement in accordance with the terms and provisions of this Agreement, expenses, penalties Lender may purchase the Interest Rate Protection Agreement and indemnity obligations that may be the cost incurred by Lender as a result in purchasing such Interest Rate Protection 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) If required by Lender, in connection with the Interest Rate Protection Agreement where Wxxxx Fargo Bank, N.A. or any affiliate thereof is not the Counterparty thereunder, Borrower shall obtain and deliver to Lender an opinion from counsel (which counsel may be in-house counsel for the Counterparty) for the Counterparty (upon which Lender and its successors and assigns may rely) which shall provide, in relevant part, that: (i) the Counterparty is duly organized, validly existing, and in good standing under the laws of Borrower’s default its jurisdiction of incorporation and has the organizational power and authority to execute and deliver, and to perform its obligations under, or termination of, the Interest Rate Protection Agreement; (ii) the execution and delivery of the Interest Rate Protection Agreement by the Counterparty, including but 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 limited to 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 costs execution and delivery by the Counterparty of unwinding the Interest Rate Protection Agreement, shall be 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 (aiv) the Interest Rate Protection Agreement, and any other agreement which the Counterparty has executed and delivered pursuant thereto, 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 immediate reimbursement by 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) Borrower shall pay to Wxxxx Fargo Bank, National Association (“Wxxxx Fargo”) any losses (including, without limitation, loss of bargain), costs (including, without limitation, cost of funding), and expenses that Wxxxx Fargo incurs, as Lender and/or Counterparty, as a result of any default in performance of, or the termination of, the obligations of Borrower pursuant to the terms hereof and to the Interest Rate Protection Agreement, if any. All such losses, costs and (b) secured expenses shall be payable by the Security Documents. In the event the Loan is terminated or Borrower repays all amounts due to Wxxxx Fargo as additional interest under the Loan prior (“Additional Interest”). The Additional Interest is deemed to constitute interest and not principal under the termination date set forth in Loan and the only reference to “principal” herein shall not be deemed to apply to Additional Interest. The Additional Interest Rate Protection Agreement, subject to the terms thereof, Borrower shall be obligated due and payable by Borrower pursuant to terminate said Interest Rate Protection Agreement and pay to the Lender any and all amounts that may be outstanding under said Interest Rate Protection Agreement in addition to any other amounts that may be due the Lender under this Agreement, the Note and the other Loan Documents. In the event Borrower makes a partial prepayment on the Loan as permitted hereby, Borrower shall be obligated to pay to the Lender any and all amounts that may be payable under the terms of the Interest Rate Protection Agreement and shall be secured on a pari-passu basis with respect to such partial prepayment in addition to any other amounts that may be due the Lender under this Debt by the lien of the Security Instrument. (g) In connection with the Interest Rate Protection Agreement, Borrower shall deliver to Lender a TXXXX SWAP Endorsement to the Note and the other Loan DocumentsTitle Insurance Policy in an amount satisfactory to Lender.

Interest Rate Protection Agreement. As of the date hereof, Borrower has entered into a certain ISDA 2002 Master Agreement with into, made all payments required under, and satisfied all conditions precedent to the Lender effectiveness of an interest rate protection agreement that satisfies all of the following conditions (such interest rate protection agreement together with the confirmation (i) any extension thereof and all schedules theretoor (ii) any other interest rate protection agreement entered into pursuant to Section 2.8 hereof, and being referred to herein as may be amended or substituted from time to time, the “Interest Rate Protection Agreement”): (a) dated as of the Closing Date (the “ISDA Commencement Date”), in order to eliminate the risk with respect to fluctuation of the interest rate in connection with the Loan. The Interest Rate Protection Agreement shall be effective as of such date with the payment terms and the rate as referenced therein to commence on the ISDA Commencement Date and shall continue until the Maturity Date and shall, at all times, be in a notional amount equal to the entire outstanding principal amount of the Loan. If the Interest Rate Protection Agreement shall expire prior to (i) is with an Acceptable Counterparty, (ii) has a term ending no earlier than the Stated Maturity Date and leave any Date, (iii) is an interest rate cap in respect of a notional amount not less than the maximum principal amount of the Loan uncovered therebythat shall have the effect of capping LIBOR at three percent (3.00%) per annum and (iv) provides that the only obligation of Borrower thereunder is the making of a single payment upon the execution and delivery thereof. (b) Borrower’s interest in such Interest Rate Protection Agreement has been assigned to Lender pursuant to documentation satisfactory to Lender in form and substance, or if for any other reason any principal portion and the counterparty to such Interest Rate Protection Agreement has executed and delivered to Lender an acknowledgment of such assignment, which acknowledgment includes such counterparty’s agreement to pay directly into the Loan shall be uncovered Clearing Account all sums payable by such counterparty pursuant to the Interest Rate Protection Agreement during and shall otherwise be satisfactory to Lender in form and substance. (c) In connection with an Interest Rate Protection Agreement, Borrower shall obtain and deliver to Lender an opinion of counsel from counsel (in-house or independent) for the period issuer of time commencing on the ISDA Commencement Date Interest Rate Protection Agreement (upon which Lender and ending on its successors and assigns may rely) which shall provide in relevant part, that: (i) the Maturity Dateissuer is duly organized, such uncovered amount shall be immediately due validly existing, and payable. All costsin good standing under the laws of its jurisdiction of incorporation and has the organizational power and authority to execute and deliver, expenses, penalties and indemnity to perform its obligations that may be incurred by Lender as a result of Borrower’s default under, or termination of, the Interest Rate Protection Agreement, including but not limited to ; (ii) the costs execution and delivery of unwinding the Interest Rate Protection AgreementAgreement by the issuer, shall be and any other agreement which the issuer 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 (aor equivalent organizational documents) subject to immediate reimbursement 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 Borrower pursuant to the terms hereof and to issuer of the Interest Rate Protection Agreement, and any other agreement which the issuer 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 (biv) secured by the Security Documents. In the event the Loan is terminated or Borrower repays all amounts due under the Loan prior to the termination date set forth in the Interest Rate Protection Agreement, and any other agreement which the issuer has executed and delivered pursuant thereto, has been duly executed and delivered by the issuer and constitutes the legal, valid and binding obligation of the issuer, enforceable against the issuer in accordance with its terms, subject to the terms thereofapplicable bankruptcy, Borrower shall be obligated insolvency and similar laws affecting creditors’ rights generally, and subject, as to terminate said Interest Rate Protection Agreement and pay enforceability, to the Lender any and all amounts that may be outstanding under said Interest Rate Protection Agreement general principles of equity (regardless of whether enforcement is sought in addition to any other amounts that may be due the Lender under this Agreement, the Note and the other Loan Documents. a proceeding in equity or at law). (d) In the event Borrower makes a partial prepayment on of any downgrade, withdrawal or qualification of the Loan as permitted hereby, Borrower shall be obligated to pay to rating of the Lender any and all amounts that may be payable under the terms issuer of the Interest Rate Protection Agreement such that it ceases to qualify as an “Acceptable Counterparty”, Borrower shall either (i) replace (or cause the cap provider to replace) the Interest Rate Protection Agreement with respect a replacement Interest Rate Protection Agreement from an Acceptable Counterparty (with terms identical to such partial prepayment the Interest Rate Protection Agreement being replaced, or otherwise approved by Lender in addition to any other amounts that may be due the Lender under this Agreement, the Note its reasonable discretion and the other Loan DocumentsRating Agencies) or (ii) if a guaranty was delivered in connection with the Interest Rate Protection Agreement from an Acceptable Counterparty at closing, cause the issuer to provide a replacement guaranty of its obligations under the Interest Rate Protection Agreement from another Acceptable Counterparty not later than thirty (30) days following receipt of notice from Lender or the Servicer of such downgrade, withdrawal or qualification, unless within such period the issuer is deemed to again be an Acceptable Counterparty.

Interest Rate Protection Agreement. Borrower has (i) On or before the Closing Date, Borrowers shall have entered into a certain ISDA 2002 Master Agreement with the Lender one or more interest rate protection products (each, together with the confirmation thereof and all schedules theretoand confirmations thereof, and as may be amended or substituted from time together with any interest rate protection agreement entered into pursuant to timeSection 2.1.13, collectively, the “Interest Rate Protection Agreement”) dated as of the Closing Date (the “ISDA Commencement Date”)with a Counterparty having a Minimum Counterparty Rating and otherwise reasonably acceptable to Lender, in order form and substance satisfactory to eliminate the risk with respect to fluctuation of the interest rate Lender in connection with the Loan. The its reasonable discretion (which Interest Rate Protection Agreement shall be effective as a so-called “cap” form of such date with the payment terms and the interest rate as referenced therein to commence on the ISDA Commencement Date and shall continue until the Maturity Date and shallprotection), at all times, be in a for notional amount equal to the entire outstanding original principal amount of the Loan. If Loan (with the intent that, to the notional amount applicable from time to time shall equal the original principal amount of the Loan and that if it does not, Borrowers shall, upon request by Lender, amend the Interest Rate Protection Agreement to change the aggregate notional amount accordingly), which shall expire prior effectively hedge the LIBOR Base Rate with respect to such aggregate notional amount until the Maturity Date and leave with a LIBOR strike price equal to the applicable Strike Price. The obligations of Borrowers under any principal Interest Rate Protection Agreement shall not be secured by or encumber any of the Loan uncovered thereby, or if for any other reason any principal portion of collateral securing Borrowers’ obligations under the Loan shall be uncovered by Documents. Promptly upon obtaining the Interest Rate Protection Agreement during and any amendment thereto, Borrowers shall deliver an executed counterpart of the period same to Lender. (b) Borrowers shall comply with all of time commencing on its obligations under the ISDA Commencement Date terms and ending on provisions of the Maturity Date, such uncovered amount Interest Rate Protection Agreement. Borrowers shall be immediately due and payable. All costs, expenses, penalties and indemnity obligations that may be incurred take all action reasonably requested by Lender as to enforce Lender’s rights under the Interest Rate Protection Agreement in the event of a result default by the Counterparty and shall not waive, amend or otherwise modify any of Borrower’s default underits rights thereunder. Borrowers shall not (i) without the prior written consent of Lender, modify, amend or termination of, supplement the terms of the Interest Rate Protection Agreement, including but not limited (ii) without the prior written consent of Lender, cause the termination of the Interest Rate Protection Agreement prior to its stated maturity date, (iii) without the prior written consent of Lender, waive or release any obligation of the Counterparty (or any successor or substitute party to the costs of unwinding Interest Rate Protection Agreement) under the Interest Rate Protection Agreement, shall be (aiv) subject without the prior written consent of Lender, consent or agree to immediate reimbursement by Borrower pursuant any act or omission to act on the part of the Counterparty (or any successor or substitute party to the terms hereof 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 omit to take any action or 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 written notice to Lender of any notice of default given by or to any Borrower under or with respect to the Interest Rate Protection Agreement, together with a complete copy of such notice. (c) Borrowers shall collaterally assign to Lender, pursuant to an Assignment of Interest Rate Protection Agreement, all of its right, title and interest to receive any and all payments under the Interest Rate Protection Agreement (b) secured and any related guarantee, if any), shall deliver to Lender an executed counterpart of such Interest Rate Protection Agreement (which shall, by its terms, authorize the assignment to Lender and require that payments be deposited directly into Mezzanine Loan Collection Account), and shall notify the Counterparty of such collateral assignment. All amounts paid by the Security DocumentsCounterparty under the Interest Rate Protection Agreement to Borrowers or Lender shall be deposited immediately into the Mezzanine Loan Collection Account. At such time as the Loan is repaid in full, all of Lender’s right, title and interest in the Interest Rate Protection Agreement shall terminate and Lender shall execute and deliver at Borrowers’ sole cost and expense, such documents as may be required to evidence Lender’s release of the Interest Rate Protection Agreement and to notify the Counterparty of such release. (d) If for any reason the Counterparty’s rating shall fall below the Minimum Counterparty Rating, Borrowers shall within fifteen (15) Business Days following receipt of notice thereof from Lender or any other Person, procure a new interest rate protection product from a Counterparty having a rating of at least the Minimum Counterparty Rating substantially in the form of the Interest Rate Protection Agreement and shall pledge the same to Lender pursuant to the assignment form then generally utilized by Lender and accompanied by an opinion letter from counsel to such new Counterparty in form and substance reasonably satisfactory to Lender. (e) In the event that Borrowers fail to purchase and deliver to Lender the Loan Interest Rate Protection Agreement or any amendment thereto as and when required hereunder, Lender may purchase the Interest Rate Protection Agreement or such amendment and the cost incurred by Lender in purchasing the Interest Rate Protection Agreement or such amendment shall be paid by Borrowers to Lender with interest thereon at the Default Rate from the date such cost was incurred by Lender until such cost is terminated or Borrower repays all amounts due paid to Lender. (f) In connection with an Interest Rate Protection Agreement, Borrowers shall obtain and deliver to Lender an opinion of counsel from counsel for the Counterparty thereunder (upon which Lender and its successors and assigns may rely) (the “Counterparty Opinion”), substantially in compliance with the requirements set forth below: (i) The Counterparty Opinion shall be addressed to Lender and its successors and assigns and shall state that it may be relied upon by (A) any assignee of Lender’s interest in the Loan, (B) any participant of Lender’s interest in the Loan, and (C) any servicer of the Loan; (ii) The Counterparty Opinion shall be in form and substance acceptable to Lender and shall contain the following opinions: (A) the Counterparty under the Loan prior Interest Rate Protection Agreement 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 termination date set forth in Interest Rate Protection Agreement; (B) the execution and delivery of the Interest Rate Protection Agreement by the Counterparty thereunder, and any other agreement which such 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; (C) 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 such 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 (D) the Interest Rate Protection Agreement, and any other agreement which the Counterparty thereunder has executed and delivered pursuant thereto, has been duly executed and delivered by such Counterparty and constitutes the legal, valid and binding obligation of such Counterparty, enforceable against such 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). (iii) Depending on the terms thereofnature of the transaction, Borrower the Counterparty Opinion shall be obligated contain such additional opinions on such other matters relating to terminate said the Interest Rate Protection Agreement and/or any other agreement which the Counterparty thereunder has executed and pay delivered pursuant thereto, as Lender shall reasonably require, including, without limitation, the following additional opinions if the Counterparty is a foreign entity: (A) the jurisdiction where the Counterparty is located will respect and give effect to the Lender any and all amounts that may be outstanding under said Interest Rate Protection Agreement in addition to any other amounts that may be due the Lender under this Agreement, the Note and the other Loan Documents. In the event Borrower makes a partial prepayment on the Loan as permitted hereby, Borrower shall be obligated to pay to the Lender any and all amounts that may be payable under the terms choice of law provisions of the Interest Rate Protection Agreement with respect to such partial prepayment in addition to and any other amounts that may be due the Lender under this Agreementagreement (including, without limitation, the Note Assignment of Interest Rate Protection Agreement) which the Counterparty thereunder has executed and delivered pursuant thereto; and (B) a judgment obtained in the other Loan Documentscourts of the State of New York is enforceable in the jurisdiction where the Counterparty is located.

Interest Rate Protection Agreement. Borrower has entered into a certain ISDA 2002 Master Agreement Prior to or contemporaneously with the Lender (together with Closing Date, Borrower shall have obtained the confirmation thereof and all schedules thereto, and as may be amended or substituted from time to time, the “Interest Rate Protection Agreement”) dated as , which shall be coterminous with, or extend beyond, the initial term of the Closing Date (Loan and have a notional amount which shall not at any time be less than the “ISDA Commencement Date”), in order to eliminate the risk with respect to fluctuation outstanding principal balance of the interest rate in connection with the Loan. The Interest Rate Protection Agreement shall be effective as maintained throughout the term of the Loan with an Acceptable Counterparty. If the provider of the Interest Rate Protection Agreement ceases to be an Acceptable Counterparty, Borrower shall obtain a Replacement Interest Rate Protection Agreement from an Acceptable Counterparty within ten (10) Business Days of receipt of notice from Lender or Borrower's obtaining knowledge that the then-current counterparty under the Interest Rate Protection Agreement is no longer an Acceptable Counterparty; provided, however, in the event that the Interest Rate Protection (a) Borrower shall collaterally assign to Lender pursuant to the Collateral Assignment of Interest Rate Protection Agreement all of its right, title and interest to receive any and all payments under the Interest Rate Protection Agreement (and any related guarantee, if any) and shall deliver to Lender counterparts of such date with Collateral Assignment of Interest Rate Protection Agreement executed by the payment terms Borrower and by the rate Acceptable Counterparty and notify the Acceptable Counterparty of such collateral assignment (either in such Interest Rate Protection Agreement or by separate instrument). At such time as referenced therein to commence on the ISDA Commencement Date Loan is repaid in full, all of Lender's right, title and shall continue until the Maturity Date and shall, at all times, be interest in a notional amount equal to the entire outstanding principal amount of the Loan. If the Interest Rate Protection Agreement shall expire prior terminate and Lender shall execute and deliver at Borrower's sole cost and expense, such documents as may be required to the Maturity Date and leave any principal evidence Lender's release of the Loan uncovered thereby, or if for any other reason any principal portion of the Loan shall be uncovered by the Interest Rate Protection Agreement during and to notify the period Acceptable Counterparty of time commencing on such release. (b) Borrower shall comply with all of its obligations under the ISDA Commencement Date terms and ending on provisions of the Maturity Date, such uncovered amount Interest Rate Protection Agreement. All amounts paid by the Acceptable Counterparty under the Interest Rate Protection Agreement to Borrower or Lender shall be deposited immediately due with Lender. Borrower shall take all actions reasonably requested by Lender to enforce Lender's rights under the Interest Rate Protection Agreement in the event of a default by the Acceptable Counterparty and payable. All costsshall not waive, expensesamend or otherwise modify any of its rights thereunder. (c) In the event that Borrower fails to purchase, penalties maintain and/or deliver to Lender the Interest Rate Protection Agreement in accordance with the terms and indemnity obligations that provisions of this Agreement, Lender may be purchase the Interest Rate Protection Agreement and the cost incurred by Lender as a result in purchasing the Interest Rate Protection 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. (d) In connection with the Interest Rate Protection Agreement and any Replacement Interest Rate Protection Agreement, Borrower shall obtain and deliver to Lender 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 Borrower’s default its jurisdiction of incorporation and has the organizational power and authority to execute and deliver, and to perform its obligations under, or termination of, the Interest Rate Protection Agreement, including but not limited to ; (ii) the costs execution and delivery of unwinding the Interest Rate Protection AgreementAgreement by the Acceptable Counterparty, shall be 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 (aor equivalent organizational documents) subject to immediate reimbursement 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 Borrower pursuant to the terms hereof and to Acceptable Counterparty of the Interest Rate Protection 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 (biv) secured by the Security Documents. In the event the Loan is terminated or Borrower repays all amounts due under the Loan prior to the termination date set forth in the Interest Rate Protection 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 the terms thereofapplicable bankruptcy, Borrower shall be obligated insolvency and similar laws affecting creditors' rights generally, and subject, as to terminate said Interest Rate Protection Agreement and pay enforceability, to the Lender any and all amounts that may be outstanding under said Interest Rate Protection Agreement general principles of equity (regardless of whether enforcement is sought in addition to any other amounts that may be due the Lender under this Agreement, the Note and the other Loan Documents. In the event Borrower makes a partial prepayment on the Loan as permitted hereby, Borrower shall be obligated to pay to the Lender any and all amounts that may be payable under the terms of the Interest Rate Protection Agreement with respect to such partial prepayment proceeding in addition to any other amounts that may be due the Lender under this Agreement, the Note and the other Loan Documentsequity or at law).

Interest Rate Protection Agreement. Borrower has entered into a certain ISDA 2002 Master Agreement (a) Prior to or contemporaneously with the Lender (together with the confirmation thereof and all schedules theretoClosing Date, and as may be amended or substituted from time to time, the “Borrower Interest Rate Cap Party shall enter into an Interest Rate Protection Agreement”) dated as of Agreement with a strike price no greater than the Closing Date (Initial Strike Price or, if the “ISDA Commencement Date”)Alternate Strike Price Condition has been satisfied, in order to eliminate the risk with respect to fluctuation of the interest rate in connection with the LoanAlternate Strike Price. The Interest Rate Protection Agreement (i) shall at all times be in a form and substance reasonably acceptable to Lender with respect to such matters not otherwise set forth in this Agreement, (ii) shall at all times be with an Acceptable Counterparty, (iii) shall direct such Acceptable Counterparty to deposit directly into the Cap Account, or during the continuance of an Event of Default, as directed by Lender, any amounts due Borrower Interest Rate Cap Party under such Interest Rate Protection Agreement so long as any portion of the Debt exists, provided that the Debt shall be effective as deemed to exist if the Properties are transferred by judicial or non‑judicial foreclosure or deed‑in‑lieu thereof, (iv) shall be for a term through the end of such date the then-applicable Maturity Date of the Loan (or to the extent a Rated Securitization has occurred, through the end of the Interest Period associated with the payment terms and the rate as referenced therein to commence on the ISDA Commencement Date and shall continue until the then-applicable Maturity Date of the Loan) and shall, (v) shall at all times, be in times have a notional amount equal to (or at Borrower’s sole discretion, greater than) the entire outstanding principal amount of then Outstanding Loan Amount and shall at all times provide for the LoanApplicable Strike Price or, if the Alternate Strike Price Condition has been satisfied, the Alternate Strike Price. If the Borrower Interest Rate Protection Agreement Cap Party shall expire prior collaterally assign to Lender, pursuant to the Maturity Date and leave any principal Collateral Assignment of the Loan uncovered thereby, or if for any other reason any principal portion of the Loan shall be uncovered by the Interest Rate Protection Cap Agreement during (the period “Assignment of time commencing on the ISDA Commencement Date and ending on the Maturity Date, such uncovered amount shall be immediately due and payable. All costs, expenses, penalties and indemnity obligations that may be incurred by Lender as a result of Borrower’s default under, or termination of, the Interest Rate Protection Agreement”), including but not limited all of its right, title and interest to the costs of unwinding the Interest Rate Protection Agreement, shall be (a) subject to immediate reimbursement by Borrower pursuant to the terms hereof receive any and to all payments under the Interest Rate Protection Agreement, and shall deliver to Lender an executed counterpart of such Interest Rate Protection Agreement (which shall, by its terms, authorize the assignment to Lender and require that payments be deposited directly into the Cap Account) and shall notify the Acceptable Counterparty of such assignment. (b) secured Borrower Interest Rate Cap Party shall comply with all of its obligations under the terms and provisions of the Interest Rate Protection Agreement. All amounts paid by the Security DocumentsAcceptable Counterparty under the Interest Rate Protection Agreement to Borrower Interest Rate Cap Party or Lender shall be directly deposited in the Cap Account, or during the continuance of an Event of Default, as directed by Lender. Borrower Interest Rate Cap Party shall take all actions reasonably requested by Lender to enforce Lender’s rights under the Interest Rate Protection Agreement in the event of a default by the Acceptable Counterparty. Borrower Interest Rate Cap Party shall not waive, amend or otherwise modify any of Borrower Interest Rate Cap Party’s rights thereunder without Lender’s prior written consent; provided, however, Borrower Interest Rate Cap Party may agree to amend an Interest Rate Protection Agreement without first obtaining Lender’s consent, solely for the purpose of reducing the notional amount under such Interest Rate Protection Agreement, provided that the notional amount, after giving effect to such amendment, is at least equal to the then Outstanding Loan Amount (a “Notional Amount Reduction”), and any payment that is owing to Borrower Interest Rate Cap Party by such Acceptable Counterparty in connection with a Notional Amount Reduction shall not be considered a part of Lender’s collateral. Lender shall, at the request of Borrower, direct the Counterparty to permit a Notional Amount Reduction to the extent required by a Counterparty, and otherwise reasonably cooperate with Borrower, at Borrower’s sole cost and expense, in order to effectuate a Notional Amount Reduction. (c) In the event that the Loan counterparty to the Interest Rate Protection Agreement (or the guarantor of such counterparty’s obligations, if any) is terminated no longer an Acceptable Counterparty (whether as a result of downgrade, withdrawal or qualification of the rating of such counterparty (or the guarantor of such counterparty’s obligations, if any)), Borrower repays all amounts due Interest Rate Cap Party shall replace or cause the cap provider to replace the Interest Rate Protection Agreement with a Replacement Interest Rate Protection Agreement not later than the period of time provided for in such Interest Rate Protection Agreement following such downgrade, withdrawal or qualification (not to exceed ten (10) Business Days), provided, Borrower Interest Rate Cap Party shall not be required to replace the Interest Rate Protection Agreement with a Replacement Interest Rate Protection Agreement so long as within ten (10) Business Days of such downgrade, withdrawal or qualification, the Acceptable Counterparty under the Loan Interest Rate Protection Agreement either (x) provides a guaranty of its obligations from a guarantor that is an Acceptable Counterparty pursuant to such terms as (1) prior to a Rated Securitization, are reasonably acceptable to Lender and (2) following a Rated Securitization, are acceptable to the termination Rating Agencies or (y) posts collateral pursuant to a credit support annex that was executed on the effective date set forth in of the Interest Rate Protection Agreement, subject which credit support annex is (1) prior to a Rated Securitization, reasonably acceptable to the Lender and (2) following a Rated Securitization, satisfies all applicable Rating Agency criteria. (d) In the event that Borrower Interest Rate Cap Party fails to purchase and deliver to Lender the Interest Rate Protection Agreement or fails to maintain the Interest Rate Protection Agreement in accordance with the terms thereofand provisions of this Agreement, Borrower shall be obligated to terminate said Lender may purchase the Interest Rate Protection Agreement and pay the cost incurred by Lender in purchasing such Interest Rate Protection 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 Interest Rate Protection Agreement, if requested by Lender, Borrower Interest Rate Cap Party shall obtain and deliver to Lender within fifteen (15) Business Days following (x) the Closing Date or (y) the later of (A) the first day of any and all amounts that may be outstanding under said applicable Extension Term or (B) Borrower’s entrance into an Interest Rate Protection Agreement in addition to any other amounts that may be due accordance with Section 2.8 hereof, as applicable (i) a resolution/consent, as applicable, of the Lender under this Agreement, Acceptable Counterparty authorizing the Note and the other Loan Documents. In the event Borrower makes a partial prepayment on the Loan as permitted hereby, Borrower shall be obligated to pay to the Lender any and all amounts that may be payable under the terms delivery of the Interest Rate Protection Agreement reasonably acceptable to Lender, and (ii) an opinion (which may be in pdf form) from counsel (which counsel may be in‑house counsel for the Acceptable Counterparty and otherwise on such Acceptable Counterparty’s then-customary form) for the Acceptable Counterparty (upon which Lender may rely) which shall provide, in relevant part, that: (i) the Acceptable Counterparty is 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 Interest Rate Protection Agreement; (ii) the execution and delivery of the Interest Rate Protection 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 Interest Rate Protection 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 Interest Rate Protection 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 Interest Rate Protection Agreement shall automatically terminate and Lender shall execute and deliver such documents as may be required to evidence Lender’s release of the Interest Rate Protection Agreement and to notify Acceptable Counterparty of such release. (g) Notwithstanding anything to the contrary contained in this Section 2.2.7 or elsewhere in this Agreement, if, at any time, the Loan is converted from (I) a SOFR Loan to either a Prime Rate Loan or an Alternate Rate Loan, (II) a Prime Rate Loan to an Alternate Rate Loan or (III) an Alternate Rate Loan to an Alternate Rate Loan based on a different Alternate Index Rate in accordance with Section 2.2.5 hereof (each, a “Index Rate Conversion”), then: (i) within thirty (30) days after such Index Rate Conversion, Borrower Interest Rate Cap Party shall either (A) enter into, make all payments under, and satisfy all conditions precedent to the effectiveness of, a Substitute Interest Rate Protection Agreement (and in connection therewith, but not prior to Borrower Interest Rate Cap Party taking all the actions described in this clause (i), Borrower Interest Rate Cap Party shall have the right to terminate any then-existing Interest Rate Protection Agreement) or (B) cause the then-existing Interest Rate Protection Agreement to be modified such that such then-existing Interest Rate Protection Agreement satisfies the requirements of a Substitute Interest Rate Protection Agreement as set forth below in the definition thereof (a “Converted Interest Rate Protection Agreement”); and (ii) on or after such Index Rate Conversion (provided Lender has not converted the Loan back to a SOFR Loan in accordance with Section 2.2.5(c) hereof), in lieu of satisfying the condition described in Section 2.8(c) with respect to any outstanding Extension Term, Borrower Interest Rate Cap Party shall instead enter into, make all payments under, and satisfy all conditions precedent to the effectiveness of a Substitute Interest Rate Protection Agreement on or prior to the first day of such partial prepayment in addition Extension Term. (h) As used herein, “Substitute Interest Rate Protection Agreement” shall mean an interest rate protection agreement between an Acceptable Counterparty and Borrower Interest Rate Cap Party, obtained by Borrower Interest Rate Cap Party and collaterally assigned to any other amounts that may be due Lender pursuant to this Agreement and shall contain each of the Lender under this Agreement, the Note and the other Loan Documents.following:

Interest Rate Protection Agreement. Borrower has entered into a certain ISDA 2002 Master Agreement (a) Prior to or contemporaneously with the Lender (together with the confirmation thereof and all schedules theretoClosing Date, and as may be amended or substituted from time to time, the “Borrower shall enter into an Interest Rate Protection Agreement”) dated as of the Closing Date (the “ISDA Commencement Date”), in order Agreement with a LIBOR swapped rate acceptable to eliminate the risk with respect to fluctuation of the interest rate in connection with the LoanLender. The Interest Rate Protection Agreement (i) shall be effective as of such date with the payment terms and the rate as referenced therein to commence on the ISDA Commencement Date and shall continue until the Maturity Date and shall, at all times, be in a form and substance reasonably acceptable to Lender, (ii) shall be with a Counterparty acceptable to Lender, (iii) shall be for a period equal to the term of the Loan and (iv) shall have an initial notional amount equal to the entire outstanding principal amount balance of the Loan. If Borrower shall direct such Counterparty to deposit directly into the Deposit Account] [an account as designated by Lender any amounts due Borrower under such Interest Rate Protection Agreement shall expire prior to the Maturity Date and leave so long as any principal of the Loan uncovered thereby, or if for any other reason any principal portion of the Loan Debt exists, provided that the Debt shall be uncovered deemed to exist if the Property is transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof. Additionally, Borrower shall collaterally assign to Lender, pursuant to the Interest Rate Protection Agreement during the period Collateral Assignment of time commencing on the ISDA Commencement Date and ending on the Maturity Date, such uncovered amount shall be immediately due and payable. All costs, expenses, penalties and indemnity obligations that may be incurred by Lender as a result of Borrower’s default under, or termination of, the Interest Rate Protection Agreement, including but not limited all of its right, title and interest to the costs of unwinding the Interest Rate Protection Agreement, shall be (a) subject to immediate reimbursement by Borrower pursuant to the terms hereof receive any and to all payments under the Interest Rate Protection Agreement, and shall deliver to Lender an executed counterpart of such Interest Rate Protection Agreement (which shall, by its terms, authorize the assignment to Lender and require that payments be deposited directly into the Deposit Account. (b) secured Borrower shall comply with all of its obligations under the terms and provisions of the Interest Rate Protection Agreement. All amounts paid by the Security DocumentsCounterparty under the Interest Rate Protection Agreement to Borrower or Lender shall be deposited immediately into the Deposit Account. Borrower shall take all actions reasonably requested by Lender to enforce Lender’s rights under the Interest Rate Protection Agreement in the event of a default by the Counterparty and shall not waive, amend or otherwise modify any of its rights thereunder. (c) If at any time (i) Xxxxx Fargo Bank, N.A. or any of its affiliates is not “Lender” under the Loan, or (ii) Xxxxx Fargo Bank, N.A. or any of its affiliates is not the Counterparty, then, in the event there is any downgrade, withdrawal or qualification of the long-term unsecured debt rating of the Counterparty below an “A” by S&P or below an “A2” by Xxxxx’x, Borrower shall replace the Interest Rate Protection Agreement with a new Interest Rate Protection Agreement with a Counterparty acceptable to Lender (a “Replacement Interest Rate Protection Agreement”), not later than ten (10) Business Days following receipt of notice from Lender of such downgrade, withdrawal or qualification (together with a collateral assignment of such Replacement Interest Rate Protection Agreement in substantially the same form as the Collateral Assignment of Interest Rate Protection Agreement). Notwithstanding the foregoing, in the event the Counterparty is Xxxxx Fargo Bank, N.A. or any of its affiliates and neither Xxxxx Fargo Bank, N.A. nor any of its affiliates is the Lender, such Replacement Interest Rate Protection Agreement is only required to be delivered in the event there is any downgrade, withdrawal or qualification of the long-term unsecured debt rating of the Counterparty below an “A” by S&P and below an “A2” by Xxxxx’x. In furtherance of the foregoing, if Xxxxx Fargo Bank, N.A. and/or any of its affiliates are both Lender and Counterparty, then no Replacement Interest Rate Protection Agreement shall be required. (d) In the event that Borrower fails to purchase and deliver to Lender the Loan Interest Rate Protection Agreement or fails to maintain the Interest Rate Protection Agreement in accordance with the terms and provisions of this Agreement, Lender may purchase the Interest Rate Protection Agreement and the cost incurred by Lender in purchasing such Interest Rate Protection 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 terminated reimbursed by Borrower to Lender. (e) If required by Lender, in connection with the Interest Rate Protection Agreement where Xxxxx Fargo Bank, N.A. or any affiliate thereof is not the Counterparty thereunder, Borrower repays all amounts due shall obtain and deliver to Lender an opinion from counsel (which counsel may be in-house counsel for the Counterparty) for the Counterparty (upon which Lender and its successors and assigns may rely) which shall provide, in relevant part, that: (i) the Counterparty is duly organized, validly existing, and in good standing under the Loan prior laws of its jurisdiction of incorporation and has the organizational power and authority to execute and deliver, and to perform its obligations under, the termination date set forth in 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, subject 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 terms thereof, Borrower shall be obligated to terminate said Interest Rate Protection Agreement Agreement, and any other agreement which the Counterparty has executed and delivered pursuant thereto, 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). (f) Borrower shall pay to Xxxxx Fargo Bank, National Association (“Xxxxx Fargo”) any losses (including, without limitation, loss of bargain), costs (including, without limitation, cost of funding), and expenses that Xxxxx Fargo incurs, as Lender and/or Counterparty, as a result of any default in performance of, or the Lender any and all amounts that may be outstanding under said termination of the obligations of Borrower pursuant to the Interest Rate Protection Agreement in addition Agreement. All such losses, costs and expenses shall be payable by Borrower to any other amounts that may Lender as additional interest under the Loan (“Interest Rate Protection Breakage Costs”). The Interest Rate Protection Breakage Costs shall be due the Lender under this Agreement, the Note and the other Loan Documents. In the event payable by Borrower makes a partial prepayment on the Loan as permitted hereby, Borrower shall be obligated pursuant to pay to the Lender any and all amounts that may be payable under the terms of the Interest Rate Protection Agreement and shall be secured on a pari-passu basis by the lien of the Security Instrument. (g) In connection with respect to such partial prepayment in addition to any other amounts that may be due the Lender under this Interest Rate Protection Agreement, Borrower shall deliver to Lender a XXXXX SWAP Endorsement to the Note and the other Loan DocumentsTitle Insurance Policy in an amount satisfactory to Lender.

Interest Rate Protection Agreement. Prior to or contemporaneously with the Closing Date, Borrower has shall have entered into a certain ISDA 2002 Master Agreement with the Lender one or more interest rate protection products (each, together with the confirmation thereof and all schedules theretoand confirmations thereof, and as may be amended or substituted from time to time, the an “Interest Rate Protection Agreement”) dated with one (1) or more Lenders or Affiliates thereof or such other financial Institution reasonably acceptable to Agent, in form and substance satisfactory to Agent in its reasonable discretion (which Interest Rate Protection Agreements may be so‑called “swaps”, “caps” or “collars” or such other form of interest rate protection as may be available, or any combination of the Closing Date foregoing) which shall have a notional USActive 32926859.13 -60- amount equal to the Loan Amount and with a Counterparty reasonably acceptable to Agent or a counterparty having a Minimum Counterparty Rating (except that any Counterparty which is a Lender or an Affiliate of a Lender shall not be required to have the “ISDA Commencement Date”Minimum Counterparty Rating), in order to eliminate which shall effectively hedge the risk with respect to fluctuation LIBOR Base Rate on the entire outstanding principal balance of the interest Loan until the Maturity Date at a rate in connection with the Loanless than or equal to 3.75% per annum, calculated on an annual basis. The obligations of Borrower under any Interest Rate Protection Agreements (other than any Lender Interest Rate Protection Agreements) shall not be secured by or encumber any of the collateral securing Borrower’s obligations under the Loan Documents. The obligations of Borrower under any Lender Interest Rate Protection Agreement shall be effective as secured pari passu by the Mortgage and other collateral for the Loan and all sums which may become due and payable by Borrower to the Lender Counterparty thereunder, in accordance with the terms and provisions of such date with the payment terms and the rate as referenced therein to commence on the ISDA Commencement Date and shall continue until the Maturity Date and shall, at all times, be in a notional amount equal to the entire outstanding principal amount of the Loan. If the Interest Rate Protection Agreement shall expire prior to the Maturity Date and leave any principal of the Loan uncovered thereby, or if for any other reason any principal portion of the Loan shall be uncovered by the Interest Rate Protection Agreement during the period of time commencing on the ISDA Commencement Date and ending on the Maturity Date, such uncovered amount shall be immediately due and payable. All costs, expenses, penalties and indemnity obligations that may be incurred by Lender as a result of Borrower’s default under, or termination of, the Interest Rate Protection Agreement, including but not limited in connection with any termination thereof, shall be payable pursuant to this Agreement and as defined by the costs of unwinding Note as Additional Interest. To the extent that there is a Lender Interest Rate Protection Agreement, the applicable Lender shall not be (a) subject permitted to immediate reimbursement by Borrower pursuant transfer its entire interest in the Loan prior to the terms hereof and occurrence of an Event of Default unless such Lender (or its affiliate that serves as the Counterparty) also transfers its interest in the Interest Rate Protection Agreement to the same transferee or an affiliate thereof. Promptly upon obtaining any Interest Rate Protection Agreement, and (b) secured by the Security Documents. In the event the Loan is terminated or Borrower repays all amounts due under the Loan prior to the termination date set forth in the Interest Rate Protection Agreement, subject to the terms thereof, Borrower shall be obligated deliver the same to terminate said Interest Rate Protection Agreement and pay to the Lender any and all amounts that may be outstanding under said Interest Rate Protection Agreement in addition to any other amounts that may be due the Lender under this Agreement, the Note and the other Loan Documents. In the event Borrower makes a partial prepayment on the Loan as permitted hereby, Borrower shall be obligated to pay to the Lender any and all amounts that may be payable under the terms of the Interest Rate Protection Agreement with respect to such partial prepayment in addition to any other amounts that may be due the Lender under this Agreement, the Note and the other Loan DocumentsAgent.

Interest Rate Protection Agreement. Borrower has entered into a certain ISDA 2002 Master Agreement (a) Prior to or contemporaneously with the Lender (together with the confirmation thereof and all schedules theretoClosing Date, and as may be amended or substituted from time to time, the “Borrower shall enter into an Interest Rate Protection Agreement”) dated as of Agreement with a LIBOR strike price equal to the Closing Date (the “ISDA Commencement Date”), in order to eliminate the risk with respect to fluctuation of the interest rate in connection with the LoanCapped LIBOR Rate. The Interest Rate Protection Agreement (i) shall at all times be in a form and substance reasonably acceptable to Lender, (ii) shall at all times be with a Counterparty reasonably acceptable to Lender having a Minimum Counterparty Rating, (iii) shall direct such Counterparty to deposit directly into the Mezzanine Deposit Account any amounts due Borrower under such Interest Rate Protection Agreement so long as any portion of the Debt exists, provided that the Debt shall be effective as deemed to exist if the Property is transferred by judicial or non-judicial foreclosure or deed in lieu thereof, (iv) shall be for a period equal to or longer than the term of such date with the payment terms Loan, and the rate as referenced therein to commence on the ISDA Commencement Date and (v) shall continue until the Maturity Date and shall, at all times, be in times have a notional amount equal to or greater than the entire outstanding principal amount of Outstanding Principal Balance and shall at all times provide for the Loanapplicable Capped LIBOR Rate. If the Interest Rate Protection Agreement Borrower shall expire prior collaterally assign to Lender, pursuant to the Maturity Date and leave any principal Assignment of the Loan uncovered thereby, or if for any other reason any principal portion of the Loan shall be uncovered by the Interest Rate Protection Agreement during the period of time commencing on the ISDA Commencement Date and ending on the Maturity Date, such uncovered amount shall be immediately due and payable. All costs, expenses, penalties and indemnity obligations that may be incurred by Lender as a result of Borrower’s default under, or termination of, the Interest Rate Protection Agreement, including but not limited all of its right, title and interest to the costs of unwinding the Interest Rate Protection Agreement, shall be (a) subject to immediate reimbursement by Borrower pursuant to the terms hereof receive any and to all payments under the Interest Rate Protection Agreement, and shall deliver to Lender an executed counterpart of such Interest Rate Protection Agreement (which shall, by its terms, authorize the assignment to Lender and require that payments be deposited directly into the Mezzanine Deposit Account) and shall notify the Counterparty of such assignment. (b) secured Borrower shall comply with all of its obligations under the terms and provisions of the Interest Rate Protection Agreement. All amounts paid by the Security DocumentsCounterparty under the Interest Rate Protection Agreement to Borrower or Lender shall be directly deposited immediately into the Mezzanine Deposit Account. Borrower shall take all actions reasonably requested by Lender to enforce Lender’s rights under the Interest Rate Protection Agreement in the event of a default by the 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 Loan is terminated rating of the Counterparty by any Rating Agency such that such Counterparty no longer satisfies the Minimum Counterparty Rating, Borrower shall (i) replace the Interest Rate Protection Agreement with a replacement Interest Rate Protection Agreement within ten (10) Business Days following such downgrade, withdrawal or Borrower repays all amounts due under qualification or (ii) if provided in such Interest Rate Protection Agreement, in the Loan prior case of such downgrade, withdrawal or qualification of the rating of such Counterparty below the Minimum Counterparty Rating, cause the Counterparty to provide a guaranty of Counterparty’s obligation by a guarantor possessing the Minimum Counterparty Rating, in each case pursuant to such terms as are reasonably acceptable to Lender and, following a Securitization, acceptable to the termination Rating Agencies as evidenced by a Rating Agency Confirmation. (d) In the event that Borrower fails to purchase and deliver to Lender an Interest Rate Protection Agreement or fails to maintain any such Interest Rate Protection Agreement in accordance with the terms and provisions of this Agreement, Lender may purchase such Interest Rate Protection Agreement and the reasonable out-of-pocket cost incurred by Lender in purchasing such Interest Rate Protection Agreement shall be paid by Borrower to Lender with interest thereon at the Default Rate from the date set forth in such cost was incurred by Lender until such cost is reimbursed by Borrower to Lender. (e) In connection with the Interest Rate Protection Agreement, subject to the terms thereof, Borrower shall be obligated obtain and deliver to terminate said Interest Rate Protection Agreement and pay to Lender (i) a resolution/consent, as applicable, of the Lender any and all amounts that may be outstanding under said Interest Rate Protection Agreement in addition to any other amounts that may be due Counterparty authorizing the Lender under this Agreement, the Note and the other Loan Documents. In the event Borrower makes a partial prepayment on the Loan as permitted hereby, Borrower shall be obligated to pay to the Lender any and all amounts that may be payable under the terms delivery of the Interest Rate Protection Agreement acceptable to Lender, and (ii) an opinion from counsel for the Counterparty (which counsel may be in house counsel for the Counterparty) (upon which Lender and its successors and assigns may rely) 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 or formation 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) 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, and any other agreement which the Counterparty has executed and delivered pursuant thereto, 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). (f) At such time as the Loan is repaid in full, all of Lender’s right, title and interest in and to the Interest Rate Protection Agreement shall terminate and Lender shall execute and deliver such documents as may be required to evidence Lender’s release of the Interest Rate Protection Agreement and to notify Counterparty of such release. (g) Notwithstanding anything to the contrary contained in this Section 2.5 or elsewhere in this Agreement, if, at any time, Lender converts the Loan from a LIBOR Loan to either a Base Rate Loan or an Alternate Rate Loan in accordance with Section 2.2.3 above (each, a “LIBOR Conversion”), then: (i) within thirty (30) days after such LIBOR Conversion, Borrower shall either (A) enter into, make all payments under, and satisfy all conditions precedent to the effectiveness of, a Substitute Interest Rate Protection Agreement (and in connection therewith, but not prior to Borrower taking all the actions described in this clause (i), Borrower shall have the right to terminate any then-existing Interest Rate Protection Agreement) or (B) cause the then-existing Interest Rate Protection Agreement to be modified such that such then-existing Interest Rate Protection Agreement satisfies the requirements of a Substitute Interest Rate Protection Agreement as set forth below in the definition thereof (a “Converted Interest Rate Protection Agreement”); and (ii) following such LIBOR Conversion (provided Lender has not converted the Loan back to a LIBOR Loan in accordance with Section 2.2.3 hereof), in lieu of satisfying the condition described in Section 2.8(c) with respect to any outstanding Extension Term, Borrower shall instead enter into, make all payments under, and satisfy all conditions precedent to the effectiveness of a Substitute Interest Rate Protection Agreement on or prior to the first day of such partial prepayment in addition to any other amounts that may be due the Lender under this Agreement, the Note and the other Loan DocumentsExtension Term.

Interest Rate Protection Agreement. As of the date hereof, Borrower has entered into a certain ISDA 2002 Master Agreement with into, made all payments required under, and satisfied all conditions precedent to the Lender effectiveness of, an interest rate protection agreement that satisfies all of the following conditions (such interest rate protection agreement together with the confirmation (i) any extension thereof and all schedules theretoor (ii) any other interest rate protection agreement entered into pursuant to Section 2.8, and being referred to herein as may be amended or substituted from time to time, the “Interest Rate Protection Agreement”): (1) dated as the Interest Rate Protection Agreement is with a financial institution having a long term, unsecured and unsubordinated debt rating of the Closing Date at least “A+” by S&P and “A1” by Xxxxx’x (the an “ISDA Commencement DateAcceptable Counterparty”), provides that the only obligation of Borrower thereunder is the making of a single payment upon the execution and delivery thereof, and is an interest rate cap in order to eliminate respect of a notional amount not less than the risk with respect to fluctuation outstanding Principal amount of the interest rate in connection with Loan that shall have the Loaneffect of capping LIBOR at (i) 5.50% per annum through the thirty-sixth (36th) scheduled full Payment Date and (ii) 6.00% per annum thereafter and during any extended term. The term of the initial Interest Rate Protection Agreement shall run through the thirty-sixth (36th) scheduled full Payment Date. Each replacement Interest Rate Protection Agreement shall have a minimum term of one (1) year, and shall be effective as obtained at least eight (8) days prior to the expiration of the Interest Rate Protection Agreement that it is replacing. (2) Borrower’s interest in such Interest Rate Protection Agreement has been assigned to Lender pursuant to documentation satisfactory to Lender in form and substance, and the counterparty to such Interest Rate Protection Agreement has executed and delivered to Lender an acknowledgment of such date with assignment, which acknowledgment includes such counterparty’s agreement to pay directly into the payment terms and Clearing Account all sums payable by such counterparty pursuant to the rate as referenced therein to commence on the ISDA Commencement Date Interest Rate Protection Agreement and shall continue until otherwise be satisfactory to Lender in form and substance. At such time as the Maturity Date Loan is repaid in full, all of Lender’s right, title and shall, at all times, be interest in a notional amount equal to the entire outstanding principal amount of the Loan. If the Interest Rate Protection Agreement shall expire prior terminate and Lender shall promptly execute and deliver at Borrower’s sole cost and expense, such documents as may be required to the Maturity Date and leave any principal evidence Lender’s release of the Loan uncovered thereby, or if for any other reason any principal portion of the Loan shall be uncovered by Lender’s security interest in the Interest Rate Protection Agreement during and to notify the period issuer of time commencing on such release. In connection with any repayment of the ISDA Commencement Date Debt permitted pursuant to this Agreement and ending on at all times after Borrower has provided written notice to the Maturity DateLender of its intention to repay the Debt, Lender shall exercise commercially reasonable efforts to cooperate with Borrower in any efforts initiated by Borrower to (i) assign the Collateral Assignment of Interest Rate Protection Agreement to a new lender or credit provider chosen by Borrower or (ii) terminate or assign Borrower’s rights under the Interest Rate Protection Agreement and to use the proceeds from such uncovered amount termination or assignment to repay the Loan, to purchase a new interest rate cap for use in replacement financing or any other use desired by Borrower. In furtherance of the foregoing, Lender hereby agrees that it shall execute and deliver all documents and instruments reasonably requested by Borrower to evidence the termination or assignment of the Assignment of Interest Rate Protection Agreement prior to the repayment of the Debt, with such documents and instruments to be held in escrow by all relevant parties and with an escrow agent reasonably acceptable to Lender pending payment in full of the Debt. Borrower shall be immediately due responsible for any and payable. All costs, expenses, penalties all out of pocket costs and indemnity obligations that may be expenses incurred by Lender pursuant to the foregoing provisions and any such costs and expenses shall be paid to Lender or as a result otherwise directed by Lender prior to the release of Borrower’s default underany documents delivered in escrow by Lender pursuant to the immediately preceding sentence, or termination ofat such other time as Lender may (in its sole discretion) make written demand therefor. (3) In connection with an Interest Rate Protection Agreement, Borrower shall obtain and deliver to Lender an opinion of counsel from counsel (in-house or independent) for the issuer of the Interest Rate Protection Agreement (upon which Lender and its successors and assigns may rely) which shall provide in relevant part, that: (a) the issuer 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, including but not limited to ; (b) the costs execution and delivery of unwinding the Interest Rate Protection AgreementAgreement by the issuer, shall be and any other agreement which the issuer 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 (aor equivalent organizational documents) subject to immediate reimbursement or any law, regulation or contractual restriction binding on or affecting it or its property; (c) all consents, authorizations and approvals required for the execution and delivery by Borrower pursuant to the terms hereof and to issuer of the Interest Rate Protection Agreement, and any other agreement which the issuer 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 (bd) secured by the Security Documents. In the event the Loan is terminated or Borrower repays all amounts due under the Loan prior to the termination date set forth in the Interest Rate Protection Agreement, and any other agreement which the issuer has executed and delivered pursuant thereto, has been duly executed and delivered by the issuer and constitutes the legal, valid and binding obligation of the issuer, enforceable against the issuer in accordance with its terms, subject to the terms thereofapplicable bankruptcy, Borrower shall be obligated insolvency and similar laws affecting creditors’ rights generally, and subject, as to terminate said Interest Rate Protection Agreement and pay enforceability, to the Lender any and all amounts that may be outstanding under said Interest Rate Protection Agreement general principles of equity (regardless of whether enforcement is sought in addition to any other amounts that may be due the Lender under this Agreement, the Note and the other Loan Documents. a proceeding in equity or at law). (4) In the event Borrower makes a partial prepayment on of any downgrade, withdrawal or qualification of the Loan as permitted hereby, Borrower shall be obligated to pay to rating of the Lender any and all amounts that may be payable under the terms issuer of the Interest Rate Protection Agreement below “A” by S&P and “A2” by Xxxxx’x, Borrower shall replace the Interest Rate Protection Agreement with respect a replacement Interest Rate Protection Agreement from an Acceptable Counterparty (with terms identical to the Interest Rate Protection Agreement being replaced in all material respects, or otherwise approved by Lender in its reasonable discretion and the Rating Agencies) not later than thirty (30) days following receipt of notice from Lender or the Servicer of such partial prepayment in addition downgrade, withdrawal or qualification; provided however, that Borrower shall not be required to any other amounts that may be due enter into a replacement Interest Rate Protection Agreement from an Acceptable Counterparty if, within thirty (30) days following notice of such downgrade, withdrawal or qualification of the Lender rating of such issuer, (a) such issuer or an Affiliate thereof posts additional collateral acceptable to the Rating Agencies from time to time securing its obligations under this the Interest Rate Protection Agreement, or (b) an Affiliate of such issuer that is an Acceptable Counterparty delivers a guaranty acceptable to the Note and Rating Agencies guaranteeing such issuer’s obligations under the other Loan DocumentsInterest Rate Protection Agreement.

Interest Rate Protection Agreement. (a) At any time after the Closing Date, Borrower has entered at its option may enter into an interest rate swap agreement upon terms and conditions reasonably acceptable to Lender and with a counterparty reasonably acceptable to Lender if Lender or an Affiliate of Lender is not the counterparty thereunder, which limits the risk of interest rate fluctuations under the Loan (a “Swap Contract”). In no event shall the obligations of Borrower under any Swap Contract for which Lender or an Affiliate of Lender is not the counterparty thereunder be secured by any Lien against any of the Property. (b) In the event that Borrower elects to enter into a certain ISDA 2002 Master Agreement with the Swap Contract, then contemporaneously therewith, Borrower shall execute and deliver to Lender (together with the confirmation thereof and all schedules thereto, and as may be amended or substituted from time to time, the “Interest Rate Protection Agreement”) dated as an Assignment of the Closing Date (the “ISDA Commencement Date”), in order to eliminate the risk with respect to fluctuation of the interest rate in connection with the Loan. The Interest Rate Protection Agreement collaterally assigning to Lender all of Borrower’s right, title and interest in any and all payments under such Swap Contract (and any replacements thereof) and shall deliver to Lender an executed counterpart of the same and obtain the consent of the counterparty thereto (as evidenced by such counterparty’s execution of a separate acknowledgment), all on forms reasonably acceptable to Lender. (c) Borrower shall comply with all of its obligations under the terms and provisions of any Swap Contract (if any), and all amounts paid thereunder shall be effective paid to or as of directed by Lender. Borrower shall take all actions reasonably requested by Lender to enforce Lender’s rights under such date with the payment terms Swap Contract and the rate as referenced therein to commence on the ISDA Commencement Date and shall continue until the Maturity Date and shall, at all times, be in a notional amount equal to the entire outstanding principal amount Assignment of the Loan. If the Interest Rate Protection Agreement shall expire prior to thereof in the Maturity Date and leave any principal event of the Loan uncovered thereby, or if for any other reason any principal portion of the Loan shall be uncovered a default by the Interest Rate Protection Agreement during the period counterparty thereunder and shall not waive, amend or otherwise modify any of time commencing on the ISDA Commencement Date and ending on the Maturity Date, its rights thereunder without Lender’s prior written consent. The provisions of this Section 2.5 shall apply to any extension of such uncovered amount shall be immediately due and payable. All costs, expenses, penalties and indemnity obligations that may be incurred by Lender as a result of Borrower’s default under, Swap Contract or termination of, the Interest Rate Protection Agreement, including but not limited to the costs of unwinding the Interest Rate Protection Agreement, shall be (a) subject to immediate reimbursement new Swap Contract obtained by Borrower pursuant to the terms hereof and to the Interest Rate Protection Agreement, and (b) secured by the Security Documents. In the event the Loan is terminated or Borrower repays all amounts due under the Loan prior to the termination date set forth in the Interest Rate Protection Agreement, subject to the terms thereof, Borrower shall be obligated to terminate said Interest Rate Protection Agreement and pay to the Lender any and all amounts that may be outstanding under said Interest Rate Protection Agreement in addition to any other amounts that may be due the Lender under conditions of this Agreement, the Note and the other Loan Documents. In the event Borrower makes a partial prepayment on the Loan as permitted hereby, Borrower shall be obligated to pay to the Lender any and all amounts that may be payable under the terms of the Interest Rate Protection Agreement with respect to such partial prepayment in addition to any other amounts that may be due the Lender under this Agreement, the Note and the other Loan Documents.

Interest Rate Protection Agreement. Borrower has entered into a certain ISDA 2002 Master Agreement (a) Prior to or contemporaneously with the Lender (together with the confirmation thereof and all schedules theretoClosing Date, and as may be amended or substituted from time to time, the “Borrower shall enter into an Interest Rate Protection Agreement”) dated as of the Closing Date Agreement with a LIBOR swapped rate acceptable to Lender (the “ISDA Commencement Date”)or, in order the alternative, a strike price equal to eliminate the risk with respect to fluctuation of the interest rate in connection with the LoanStrike Price). The Interest Rate Protection Agreement (i) shall be effective as of such date with the payment terms and the rate as referenced therein to commence on the ISDA Commencement Date and shall continue until the Maturity Date and shall, at all times, be in a form and substance reasonably acceptable to Lender, (ii) shall be with a Counterparty acceptable to Lender, (iii) shall be for a period equal to the term of the Loan and (iv) shall have an initial notional amount equal to the entire outstanding principal amount balance of the Loan. If the Borrower shall direct such Counterparty to deposit directly into an account as designated by Lender any amounts due Borrower under such Interest Rate Protection Agreement shall expire prior to the Maturity Date and leave so long as any principal of the Loan uncovered thereby, or if for any other reason any principal portion of the Loan Debt exists, provided that the Debt shall be uncovered deemed to exist if the Property is transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof. Additionally, Borrower shall collaterally assign to Lender, pursuant to the Interest Rate Protection Agreement during the period Collateral Assignment of time commencing on the ISDA Commencement Date and ending on the Maturity Date, such uncovered amount shall be immediately due and payable. All costs, expenses, penalties and indemnity obligations that may be incurred by Lender as a result of Borrower’s default under, or termination of, the Interest Rate Protection Agreement, including but not limited all of its right, title and interest to the costs of unwinding the Interest Rate Protection Agreement, shall be (a) subject to immediate reimbursement by Borrower pursuant to the terms hereof receive any and to all payments under the Interest Rate Protection Agreement, and shall deliver to Lender an executed counterpart of such Interest Rate Protection Agreement (which shall, by its terms, authorize the assignment to Lender and require that payments be deposited directly into an account as designated by Lender). (b) secured Borrower shall comply with all of its obligations under the terms and provisions of the Interest Rate Protection Agreement. All amounts paid by the Security DocumentsCounterparty under the Interest Rate Protection Agreement to Borrower or Lender shall be deposited immediately into such account as specified by Lender. Borrower shall take all actions reasonably requested by Lender to enforce Lender’s rights under the Interest Rate Protection Agreement in the event of a default by the Counterparty and shall not waive, amend or otherwise modify any of its rights thereunder. (c) If at any time (i) Xxxxx Fargo Bank, N.A. or any of its affiliates is not “Lender” under the Loan, or (ii) Xxxxx Fargo Bank, N.A. or any of its affiliates is not the Counterparty, then, in the event there is any downgrade, withdrawal or qualification of the long-term unsecured debt rating of the Counterparty below an “A” by S&P or below an “A2” by Xxxxx’x, Borrower shall replace the Interest Rate Protection Agreement with a new Interest Rate Protection Agreement with a Counterparty acceptable to Lender (a “Replacement Interest Rate Protection Agreement”), not later than ten (10) Business Days following receipt of notice from Lender of such downgrade, withdrawal or qualification (together with a collateral assignment of such Replacement Interest Rate Protection Agreement in substantially the same form as the Collateral Assignment of Interest Rate Protection Agreement). Notwithstanding the foregoing, in the event the Counterparty is Xxxxx Fargo Bank, N.A. or any of its affiliates and neither Xxxxx Fargo Bank, N.A. nor any of its affiliates is the Lender, such Replacement Interest Rate Protection Agreement is only required to be delivered in the event there is any downgrade, withdrawal or qualification of the long-term unsecured debt rating of the Counterparty below an “A” by S&P and below an “A2” by Xxxxx’x. In furtherance of the foregoing, if Xxxxx Fargo Bank, N.A. and/or any of its affiliates are both Lender and Counterparty, then no Replacement Interest Rate Protection Agreement shall be required. (d) In the event that Borrower fails to purchase and deliver to Lender the Loan Interest Rate Protection Agreement or fails to maintain the Interest Rate Protection Agreement in accordance with the terms and provisions of this Agreement, Lender may purchase the Interest Rate Protection Agreement and the cost incurred by Lender in purchasing such Interest Rate Protection 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 terminated reimbursed by Borrower to Lender. (e) If required by Lender, in connection with the Interest Rate Protection Agreement where Xxxxx Fargo Bank, N.A. or any affiliate thereof is not the Counterparty thereunder, Borrower repays all amounts due shall obtain and deliver to Lender an opinion from counsel (which counsel may be in-house counsel for the Counterparty) for the Counterparty (upon which Lender and its successors and assigns may rely) which shall provide, in relevant part, that: (i) the Counterparty is duly organized, validly existing, and in good standing under the Loan prior laws of its jurisdiction of incorporation and has the organizational power and authority to execute and deliver, and to perform its obligations under, the termination date set forth in 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, subject 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 terms thereof, Borrower shall be obligated to terminate said Interest Rate Protection Agreement Agreement, and any other agreement which the Counterparty has executed and delivered pursuant thereto, 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). (f) Borrower shall pay to Xxxxx Fargo Bank, National Association (“Xxxxx Fargo”) any losses (including, without limitation, loss of bargain), costs (including, without limitation, cost of funding), and expenses that Xxxxx Fargo incurs, as Lender and/or Counterparty, as a result of any default in performance of, or the Lender any and all amounts that may be outstanding under said termination of the obligations of Borrower pursuant to the Interest Rate Protection Agreement in addition Agreement. All such losses, costs and expenses shall be payable by Borrower to any other amounts that may Lender as additional interest under the Loan (“Interest Rate Protection Breakage Costs”). The Interest Rate Protection Breakage Costs shall be due the Lender under this Agreement, the Note and the other Loan Documents. In the event payable by Borrower makes a partial prepayment on the Loan as permitted hereby, Borrower shall be obligated pursuant to pay to the Lender any and all amounts that may be payable under the terms of the Interest Rate Protection Agreement and shall be secured on a pari-passu basis by the lien of the Security Instrument. (g) In connection with respect to such partial prepayment in addition to any other amounts that may be due the Lender under this Interest Rate Protection Agreement, Borrower shall deliver to Lender a XXXXX SWAP Endorsement to the Note and the other Loan DocumentsTitle Insurance Policy in an amount satisfactory to Lender.