Interest Rate Protection Agreement. On or before the Closing Date, Borrower shall enter into and satisfy all conditions precedent to the effectiveness of an Interest Rate Protection Agreement that shall satisfy all of the following conditions and shall thereafter maintain such Interest Rate Protection Agreement in full force and effect from the Closing Date through the Initial Maturity Date: (i) The Interest Rate Protection Agreement shall be an interest rate cap, swap, collar or other derivative product acceptable to Agent, the effect of which is to protect Borrower against upward fluctuations of LIBOR (as opposed to the LIBOR Rate) applicable to a LIBOR Rate Period of one (1) month in excess of three percent (3.0%) per annum during the Term and in a notional amount equal to eighty percent (80%) of the Loan Amount; (ii) The Interest Rate Protection Agreement shall 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) Crédit Agricole or another Lender or an Affiliate of Crédit Agricole or another Lender if Crédit Agricole or another Lender or such Affiliate and Borrower shall elect to enter into an Interest Rate Protection Agreement or (C) a Qualified Counterparty; (iii) In the case of an Interest Rate Protection Agreement that is an interest rate cap agreement, all sums payable by Borrower on account of the purchase price for the Interest Rate Protection Agreement during the term of the Interest Rate Protection Agreement shall have been paid in full on or prior to the effective date thereof; (iv) Borrower’s interest in such Interest Rate Protection Agreement, including all rights of Borrower to payment thereunder and any residual value thereof, shall have been collaterally assigned to Agent pursuant to the Mortgage and the Assignment of Agreements; (v) The financial institution which is party to such Interest Rate Protection Agreement shall have executed and delivered to Agent a consent to the collateral assignment of Borrower’s interest in such Interest Rate Protection Agreement referred to in clause (iv) above pursuant to 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 satisfactory to Agent in form and content.
Appears in 1 contract
Interest Rate Protection Agreement. On or before the Closing Effective Date, Borrower Borrowers shall enter into and satisfy all conditions precedent to cause the effectiveness of an Initial Interest Rate Protection Agreement that shall satisfy all to be assigned by Sponsor to Borrowers as referred to in the definition of the following conditions and shall thereafter maintain such “Initial Interest Rate Protection Agreement Agreement” in Section 1.01 hereof. Subject to Section 2.09(e) and 2.18(i) hereof, Borrowers shall at all times maintain Interest Rate Protection Agreements in full force and effect from having notional amounts equal to the Closing Date through aggregate amount of the then outstanding principal balance of the Loans and having terms which correspond to the Maturity Dates of the Loans (noting, for purposes of clarification, that the Initial Maturity Interest Rate Protection Agreements satisfy the foregoing requirement with respect to the Borrowings made on the Effective Date). In addition, any Interest Rate Protection Agreement must satisfy the following criteria:
(i) The Each Interest Rate Protection Agreement shall be an interest rate cap, swap, collar swaption, or other derivative product acceptable to Agent, the effect of which is to protect Borrower Borrowers against upward fluctuations of LIBOR (as opposed to the LIBOR Rate) applicable to a LIBOR Rate Period for an interest period of one (1) month in excess of three percent the Swap Rate;
(3.0%ii) per annum during Subject to Section 2.09(e) and 2.18(i) hereof, each Interest Rate Protection Agreement shall have a term ending on the Term Maturity Date of the Loan with respect to which such Interest Rate Protection Agreement corresponds and shall be in a notional amount equal to eighty percent (80%) the aggregate outstanding principal balance of the Loan Amountapplicable Loans;
(iiiii) The Each Interest Rate Protection Agreement shall be entered into between Borrower andBorrowers, at Borrower’s optionon the one hand, and Agent (A) Agent or an Affiliate of Agent Agent) or with Agent’s prior consent, any Lender or any Affiliate of any Lender, on the other hand, if Agent (or such an Affiliate of Agent), any Lender (or any Affiliate of any Lender) and Borrower Borrowers shall elect to in their sole discretion enter into an Interest Rate Protection Agreement, or if Agent (B) Crédit Agricole or another Lender or an Affiliate of Crédit Agricole Agent), any Lender (or another Lender if Crédit Agricole or another Lender or such any Affiliate of any Lender) and Borrower shall elect to Borrowers do not enter into an such Interest Rate Protection Agreement or (C) Agreement, a Qualified Counterparty;
(iiiiv) In the case of an Interest Rate Protection Agreement that which is an interest rate cap agreement, all sums payable by Borrower Borrowers on account of the purchase price for the Interest Rate Protection Agreement during the term of the Interest Rate Protection Agreement shall have been paid in full on or prior to the effective date thereof;
(ivv) Each Borrower’s interest in such Interest Rate Protection Agreement, including all rights of such Borrower to payment thereunder and any residual value thereof, shall have been collaterally assigned to Agent pursuant to the Mortgage and the Assignment of AgreementsAgent;
(vvi) The financial institution which is party to such Interest Rate Protection Agreement shall have executed and delivered to Agent a consent to the collateral assignment of each Borrower’s interest in such Interest Rate Protection Agreement referred to in clause (ivv) above pursuant to a consent in the form annexed hereto as Schedule 2.6(a) or otherwise in form and content substance reasonably acceptable satisfactory to Agent (the “Interest Rate Protection Agreement Consent”); and
(vivii) Such Interest Rate Protection Agreement shall be reasonably satisfactory to Agent in form and content.
Appears in 1 contract
Samples: Credit Agreement (Hines Real Estate Investment Trust Inc)
Interest Rate Protection Agreement. On (a) If at any time one-month LIBOR rises to 5.5% or before the Closing Dategreater for a period of four (4) consecutive weeks, Borrower shall enter into and satisfy all conditions precedent to the effectiveness of an Interest Rate Protection Agreement that shall satisfy all of the following conditions and shall thereafter maintain such Interest Rate Protection Agreement in full force and effect from the Closing Date through the Initial Maturity Date:
(i) The Interest Rate Protection Agreement shall be an interest rate cap, swap, collar or other derivative product acceptable to Agent, the effect of which is to protect Borrower against upward fluctuations of LIBOR (as opposed to the LIBOR Rate) applicable to a LIBOR Rate Period of one (1) month in excess of three percent (3.0%) per annum during the Term and in a notional amount equal to eighty percent (80%) of the Loan Amount;
(ii) The Interest Rate Protection Agreement shall 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) Crédit Agricole or another Lender or an Affiliate of Crédit Agricole or another Lender if Crédit Agricole or another Lender or such Affiliate and Borrower shall elect to enter into an Interest Rate Protection Agreement or with a notional balance equal to the entire outstanding principal balance (Cand without regard to the different Tranches that may exist at such time) with a Qualified Counterparty;
(iii) In LIBOR strike price equal to the case of an Strike Price. The Interest Rate Protection Agreement that is (i) shall be in a form and substance reasonably acceptable to Administrative Agent, (ii) shall be with an interest rate cap agreementAcceptable Counterparty, all sums payable by Borrower on account and (iii) shall be for a period of twelve (12) months from the purchase price for the date such Interest Rate Protection Agreement during is entered into. Borrower shall direct such Acceptable Counterparty to deposit directly into the term 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. If at the expiration of the Interest Rate Protection Agreement LIBOR is equal to or greater than 5.5%, Borrower shall have been paid enter into a Replacement Interest Rate Protection Agreement. Additionally, Borrower shall collaterally assign to Administrative Agent, for the benefit of Lenders, pursuant to a Collateral Assignment of Interest Rate Protection Agreement in full on or prior the form attached hereto as Exhibit F, all of its right, title and interest to the effective date thereof;
(iv) Borrower’s interest in such receive any and all payments under any Interest Rate Protection Agreement, including and shall deliver to Administrative Agent an executed counterpart of each such Interest Rate Protection Agreement (or Replacement Interest Rate Protection Agreement) (which in each case shall, by its terms, authorize the assignment to Administrative Agent for the benefit of Lenders and require that payments be deposited directly into the Restricted Account). Borrower shall also be permitted to satisfy its obligations to deliver to Lender an Interest Rate Protection Agreement pursuant to this Section 2.8 by causing Guarantor to enter into an interest rate swap agreement which effectively caps LIBOR at the Strike Price provided such interest rate swap agreement is entered into with an Acceptable Counterparty, is assigned to Lender pursuant to a Collateral Assignment of Interest Rate Protection Agreement and otherwise satisfies, and is maintained in accordance with, the requirements of this Section 2.8 and further provided that the Borrower shall have no liabilities in connection with any such interest rate swap agreement and neither the Property nor any equity in the Borrower shall secure Guarantor’s obligations under any interest rate swap agreement.
(b) Borrower shall comply with all rights of its obligations under the terms and provisions of the Interest Rate Protection Agreement. All amounts paid by any Counterparty under the Interest Rate Protection Agreement to Borrower or Administrative Agent for the benefit of Lenders shall be deposited immediately into the Restricted Account. Borrower shall take all actions reasonably requested by Administrative Agent to payment thereunder enforce Administrative Agent’s and any residual value thereofLender’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 without Administrative Agent’s consent, which shall have not be unreasonably withheld or delayed.
(c) In the event of any downgrade, withdrawal or qualification of the rating of the Counterparty by S&P, Borrower shall replace the Interest Rate Protection Agreement with a Replacement Interest Rate Protection Agreement not later than ten (10) Business Days following receipt of notice from Administrative Agent of such downgrade, withdrawal or qualification. In connection with any such replacement, Administrative Agent shall release and/or terminate the assignment and security interests in favor of the Administrative Agent for the benefit of the Lenders in respect of the Interest Rate Protection Agreement that has been collaterally assigned replaced and shall direct the counterparty thereunder to pay any amounts due thereunder to such party as Borrower may direct.
(d) In the event that Borrower fails to purchase and deliver to Administrative Agent pursuant the Interest Rate Protection Agreement or fails to maintain the Mortgage Interest Rate Protection Agreement in accordance with the terms and provisions of this Agreement and such failure continues for ten (10) Business Days after notice thereof from Administrative Agent, Administrative Agent may purchase the Interest Rate Protection Agreement and the Assignment of Agreements;
(v) The financial institution which is party to cost incurred by Administrative Agent in purchasing such Interest Rate Protection Agreement shall have executed be paid by Borrower to Administrative Agent with interest thereon at the Default Rate from the date such cost was incurred by Administrative Agent until such cost is reimbursed by Borrower to Administrative Agent.
(e) In connection with the Interest Rate Protection Agreement, Borrower shall obtain and delivered to Agent a consent to the collateral assignment of Borrower’s interest in deliver (provided, that, if such Interest Rate Protection Agreement referred is an interest rate swap, Borrower shall use commercially reasonable efforts to obtain and deliver) to Administrative Agent an opinion from counsel (which counsel may be in clause house counsel for the Counterparty) for the Counterparty (ivupon which Administrative Agent and its successors and assigns for the benefit of Lenders and their successors and assigns may rely) above pursuant which shall provide, in relevant part, that:
(i) the Counterparty is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation and has the organizational power and authority to a consent in execute and deliver, and to perform its obligations under, the form annexed hereto as Schedule 2.6(aInterest Rate Protection Agreement;
(ii) or otherwise in form the execution and content reasonably acceptable to Agent (delivery of the “Interest Rate Protection Agreement Consent”)by the Counterparty, and any other agreement which the Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been and remain duly authorized by all necessary action and do not contravene any provision of its certificate of incorporation or by laws (or equivalent organizational documents) or any law, regulation or contractual restriction binding on or affecting it or its property;
(iii) all consents, authorizations and approvals required for the execution and delivery by the Counterparty of the Interest Rate Protection Agreement, and any other agreement which the Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been obtained and remain in full force and effect, all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with any governmental authority or regulatory body is required for such execution, delivery or performance; and
(viiv) Such the Interest Rate Protection Agreement shall be satisfactory 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 Agent 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 form and contenta proceeding in equity or at law).
Appears in 1 contract
Samples: Loan Agreement (Alexanders Inc)
Interest Rate Protection Agreement. On (a) (a) If, at any time during the term of the Loan, the SOFR Average (as defined in the Note) is greater than two percent (2.00%) for ten (10) or before the Closing Datemore consecutive Business Days, Borrower shall enter into and satisfy all conditions precedent to the effectiveness of an Interest Rate Protection Agreement that shall satisfy all of the following conditions and shall thereafter maintain such Interest Rate Protection Agreement in full force and effect from the Closing Date through the Initial Maturity Date:
(i) The Interest Rate Protection Agreement shall be an interest rate cap, swap, collar or other derivative product acceptable to Agent, the effect of which is to protect Borrower against upward fluctuations of LIBOR (as opposed to the LIBOR Rate) applicable to a LIBOR Rate Period of one (1) month in excess of three percent (3.0%) per annum during the Term and in a notional amount equal to eighty percent (80%) of the Loan Amount;
(ii) The Interest Rate Protection Agreement shall 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) Crédit Agricole or another Lender or an Affiliate of Crédit Agricole or another Lender if Crédit Agricole or another Lender or such Affiliate and Borrower shall elect required to enter into an Interest Rate Protection Agreement or with an Acceptable Counterparty, with a notional amount equal to the principal amount of the Loan, for a term at least equal to the lesser of (Ci) 24 months and (ii) the remainder of the term of the Loan, and with a Qualified Counterparty;
maximum strike price equal to the greater of (iiix) In three percent (3.00%) and (y) an interest rate which when used to calculate the case debt service due hereunder, would result in a DSCR of an 1.25 to 1.00. Any Interest Rate Protection Agreement that is an interest rate cap agreement, all sums payable entered into by Borrower on account of shall be in a form and substance reasonably acceptable to Lender. Borrower shall direct the purchase price for Acceptable Counterparty to deposit directly into the Excess Cash Flow Reserve Account any amounts due Borrower under such Interest Rate Protection Agreement during following the term occurrence of the a Cash Trap Period. Borrower shall collaterally assign to Lender, pursuant to a collateral assignment of interest rate protection agreement in form and substance reasonably acceptable to Lender, all of its right, title and interest to receive any and all payments under any Interest Rate Protection Agreement Agreement, and shall have been paid in full on or prior deliver to the effective date thereof;
(iv) Borrower’s interest in Lender an executed counterpart of each such Interest Rate Protection Agreement, including which in each case shall, by its terms, authorize the assignment to Lender and require that payments be deposited directly into an account designated and controlled by Lender. Neither the Property nor any equity in the Borrower shall secure any of Borrower’s obligations under any Interest Rate Protection Agreement, unless the Lender is the counterparty. Borrower acknowledges that: (A) in order to enter into any Interest Rate Protection Agreement, Borrower must satisfy, on the trade date of the same, all rights applicable eligibility requirements of Borrower to payment the Commodity Exchange Act and rules promulgated thereunder and any residual value thereof, shall have been collaterally assigned to Agent pursuant to the Mortgage and the Assignment of Agreements;
(v) The financial institution which is for a party to such enter into an Interest Rate Protection Agreement shall have executed on a privately-negotiated basis without exchange trading and delivered clearing requirements applying; and (B) in order to Agent a consent to the collateral assignment of Borrower’s interest in such enter into any Interest Rate Protection Agreement referred with Lender or its Affiliates, Borrower must demonstrate to in clause (iv) above pursuant Lender’s satisfaction that this and all other applicable legal and other requirements have been satisfied. Nothing herein shall be construed as an offer or commitment by Lender or its Affiliates to a consent in the form annexed hereto as Schedule 2.6(a) or otherwise in form and content reasonably acceptable to Agent (the “enter into any Interest Rate Protection Agreement Consent”); and
(vi) Such Interest Rate Protection Agreement shall be satisfactory to Agent in form and contentAgreement.
Appears in 1 contract
Samples: Term Loan Agreement (Invesco Real Estate Income Trust Inc.)
Interest Rate Protection Agreement. On Within five (5) Business Days after the tenth (10th) consecutive LIBOR Banking Day on which LIBOR (as distinguished from the LIBOR Rate) applicable to a LIBOR Rate Period of one (1) month (the “Monitoring Rate”), if determined on such LIBOR Banking Day, would exceed six percent (6.00%) per annum (the “Strike Rate”), or before the Closing Dateat such earlier time as Borrower may elect in Borrower’s discretion, Borrower shall enter into and satisfy all conditions precedent to the effectiveness of an Interest Rate Protection Agreement that shall satisfy all of the following conditions and shall thereafter maintain such Interest Rate Protection Agreement in full force and effect from during the Closing Date through the Initial Maturity DateTerm:
(i) The effect of the Interest Rate Protection Agreement shall be an interest rate cap, swap, collar or other derivative product acceptable to Agent, the effect of which is to protect Borrower against upward fluctuations of an Applicable Interest Rate which is LIBOR (as opposed to distinguished from the LIBOR Rate) applicable to a LIBOR Rate Period of one (1) month in excess of three six and one-quarter of one percent (3.06.25%) per annum during the then remaining portion of the Term and in a the notional amount equal to eighty the then-outstanding principal balance of the Loan; provided, however, in the event and to the extent that any LIBOR Rates in effect at the time such Interest Rate Protection Agreement is required to be put in effect are less than six and one-quarter of one percent (806.25%) ), then with respect to the corresponding Loan Portions, the protection afforded by such Interest Rate Protection Agreement need not take effect until the last day of the Loan Amountcorresponding LIBOR Rate Periods and if such LIBOR Rate Period ends on the Maturity Date, shall not be required;
(ii) The Interest Rate Protection Agreement shall be entered into between Borrower and, at Borrower’s option, and Agent (A) Agent or an Affiliate of Agent Agent), if Agent (or such an Affiliate of Agent) and Borrower shall elect agree to enter into an Interest Rate Protection Agreement, or if Agent (B) Crédit Agricole or another Lender or an Affiliate of Crédit Agricole or another Agent) and Borrower do not agree to enter into such Interest Rate Protection Agreement, either a Lender (if Crédit Agricole or another permitted by Agent and if such Lender or such Affiliate and Borrower shall elect agree to enter into an Interest Rate Protection Agreement Agreement) or (C) a Qualified Counterparty;
(iii) In the case of an Interest Rate Protection Agreement that which is an interest rate cap agreementagreement or other arrangement requiring “up-front” payment, all sums payable by Borrower on account of the purchase price for the Interest Rate Protection Agreement during the term of the Interest Rate Protection Agreement shall have been paid in full on or prior to the effective date thereof;
(iv) Borrower’s interest in such Interest Rate Protection Agreement, including all rights of Borrower to payment thereunder and any residual value thereof, shall have been collaterally assigned to Agent pursuant to the Mortgage Mortgages and the Assignment of Agreements;;
(v) The financial institution which is party to such Interest Rate Protection Agreement shall have executed and delivered to Agent a consent to the collateral assignment of Borrower’s interest in such Interest Rate Protection Agreement referred to in clause (iv) above pursuant to a consent in the form annexed attached hereto as Schedule 2.6(a2.7(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 reasonably satisfactory to Agent in form and content.
Appears in 1 contract
Interest Rate Protection Agreement. On Within seven (7) days after the twenty-first (21st) consecutive day on which LIBOR (as distinguished from the LIBOR Rate) applicable to a LIBOR Rate Period of one (1) month (the “Monitoring Rate”), if in effect on such days, would equal or before exceed two and one-half of one percent (2.50%) per annum (the Closing Date“Strike Rate”), Borrower shall enter into and satisfy all conditions precedent to the effectiveness of an agreement (an “Interest Rate Protection Agreement Agreement”) that shall satisfy all of the following conditions and shall thereafter maintain such Interest Rate Protection Agreement in full force and effect from during the Closing Date through the Initial Maturity DateTerm:
(i) The Interest Rate Protection Agreement shall be an interest rate swap, cap, swap, collar or other derivative product agreement in customary form and otherwise acceptable to Agent, the effect of which is to protect Borrower against upward fluctuations of an Applicable Interest Rate which is LIBOR (as opposed to distinguished from the LIBOR Rate) applicable to a LIBOR Rate Period of one (1) month in excess of a per annum rate of three percent (3.0%) per annum during the then-remaining portion of the Term and in a the notional amount equal to eighty percent (80%) the then-outstanding principal amount of the Loan AmountLoan;
(ii) The Interest Rate Protection Agreement shall be entered into between Borrower and, at Borrower’s optionelection, (A) Agent or Agent, an Affiliate of Agent if or a Qualified Counterparty (provided that neither Agent nor any Affiliate of Agent shall have any obligation to offer to Borrower or such Affiliate and Borrower shall elect any other Person or to enter into an with Borrower or any other Person any Interest Rate Protection Agreement, (B) Crédit Agricole or another Lender or an Affiliate of Crédit Agricole or another Lender if Crédit Agricole or another Lender or such Affiliate and Borrower shall elect to enter into an Interest Rate Protection Agreement or (C) a Qualified Counterparty);
(iii) In the case of an Interest Rate Protection Agreement that which is an interest rate cap agreement, all sums payable by Borrower on account of the purchase price for the such Interest Rate Protection Agreement during the term of the Interest Rate Protection Agreement shall have been paid in full on or prior to the effective date thereof;
(iv) Borrower’s interest in such Interest Rate Protection Agreement, including all rights of Borrower to payment thereunder and any residual value thereof, shall have been collaterally assigned to Agent pursuant to the Mortgage and the an Assignment of AgreementsInterest Rate Protection Agreement in the form annexed hereto as Schedule 2.6(a), which shall have been executed and delivered by Borrower on or prior to its entry into such Interest Rate Protection Agreement;
(v) The financial institution which is party the Counterparty to such Interest Rate Protection Agreement shall have executed and delivered to Agent a consent to the collateral assignment of Borrower’s interest in such Interest Rate Protection Agreement referred to in clause (iv) above pursuant to a consent in the form annexed hereto as Schedule 2.6(a) to the Assignment of Interest Rate Protection Agreement or otherwise in form and content reasonably acceptable to Agent (the “Interest Rate Protection Agreement Consent”); and
(vi) The requirements set forth in Section 2.7(i), if applicable, shall have been satisfied; and
(vii) Such Interest Rate Protection Agreement shall otherwise be satisfactory to Agent in form and content.
Appears in 1 contract
Interest Rate Protection Agreement. On If, at any time, LIBOR for an interest period of one (1) month is equal to or before greater than five and three quarters of one percent (5.75%) per annum, then the Closing Date, Borrower Borrowers shall enter into and satisfy all conditions precedent to the effectiveness of an one or more Interest Rate Protection Agreement Agreements that shall satisfy all of the following conditions and shall thereafter maintain such Interest Rate Protection Agreement Agreements in full force and effect from through and including the Closing Date through the Initial Maturity Date:
(i) The Each Interest Rate Protection Agreement shall be either an interest rate swap, cap, swap, collar or other derivative product acceptable to the Administrative Agent, the effect of which is to protect Borrower the Borrowers against upward fluctuations of LIBOR (as opposed to the LIBOR Rate) applicable to a LIBOR Rate Period for an interest period of one (1) month in excess of three six percent (3.06%) per annum during through the Term Maturity Date and in a the notional amount equal to eighty percent (80%) the aggregate outstanding principal balance of the Loan AmountLoans from time to time;
(ii) The Each Interest Rate Protection Agreement shall be entered into between Borrower andthe Borrowers, at Borrower’s optionon the one hand, and the Administrative Agent (A) Agent or an Affiliate of the Administrative Agent), on the other hand, if the Administrative Agent if Agent (or such an Affiliate of the Administrative Agent) and Borrower the Borrowers shall in their sole discretion elect to enter into an Interest Rate Protection Agreement, or if the Administrative Agent (B) Crédit Agricole or another Lender or an Affiliate of Crédit Agricole or another Lender if Crédit Agricole or another Lender or such Affiliate the Administrative Agent) and Borrower shall the Borrowers do not elect to enter into an such Interest Rate Protection Agreement or (C) Agreement, a Qualified Counterparty;
(iii) In the case of an Interest Rate Protection Agreement that which is an interest rate cap agreement, all sums payable by Borrower the Borrowers on account of the purchase price for the Interest Rate Protection Agreement during the term of the Interest Rate Protection Agreement shall have been paid in full on or prior to the effective date thereof;
(iv) Each Borrower’s interest in such Interest Rate Protection Agreement, including all rights of such Borrower to payment thereunder and any residual value thereof, shall have been collaterally assigned to Agent pursuant to the Mortgage and the Assignment of AgreementsAdministrative Agent;
(v) The financial institution which is party to such Interest Rate Protection Agreement shall have executed and delivered to the Administrative Agent a consent to the collateral assignment of each Borrower’s interest in such Interest Rate Protection Agreement referred to in clause (iv) above pursuant to a consent in the form annexed hereto as Schedule 2.6(a) or otherwise in form and content reasonably acceptable substance satisfactory to the Administrative Agent (the “Interest Rate Protection Agreement Consent”); and
(vi) Such Interest Rate Protection Agreement shall be satisfactory to the Administrative Agent in form and content.
Appears in 1 contract
Samples: Credit Agreement (Cornerstone Core Properties REIT, Inc.)
Interest Rate Protection Agreement. (a) On or before the Closing Effective Date, Borrower shall have entered into and delivered to the Administrative Agent an Interest Rate Protection Agreement together with an Assignment of Interest Rate Protection Agreement, which shall (i) have a notional amount equal to or greater than $300,000,000, (ii) be subject to a term ending on or after the initial Maturity Date and (ii) obligate the related counterparty to such Interest Rate Protection Agreement to make payments to Administrative Agent pursuant to the Assignment of Interest Rate Protection Agreement if, and to the extent by which, LIBO Base Rate exceeds 3.0%.
(b) If on any Funding Date, the notional amount of the Interest Rate Protection Agreement will be less than 75% of the aggregate outstanding principal amount of the Advances taking into account any Advances proposed to be funded on such Funding Date, then, on or before such Funding Date, the Borrower shall enter into and satisfy all conditions precedent deliver to the effectiveness of Administrative Agent an Interest Rate Protection Agreement that together with an Assignment of Interest Rate Protection Agreement, which shall satisfy all (i) have a notional amount equal to or greater than 75% of the following conditions aggregate outstanding amount of the Advances, (ii) be subject to a term ending on or after the initial Maturity Date and shall thereafter maintain (iii) obligate the related counterparty to such Interest Rate Protection Agreement in full force to make payments to Administrative Agent pursuant to the Assignment of Interest Rate Protection Agreement if, and effect from to the Closing Date through the Initial Maturity Date:extent by which, LIBO Base Rate exceeds 3.0%.
(ic) The cost of obtaining such Interest Rate Agreements shall not be paid out of Income, other than Available Income.
(d) Each Assignment of Interest Rate Protection Agreement shall be an interest rate cap, swap, collar or other derivative product acceptable obligate the counterparty thereunder to Agent, the effect of which is to protect Borrower against upward fluctuations of LIBOR (as opposed pay to the LIBOR Rate) applicable Remittance Account any amount owed by it to a LIBOR Rate Period of one (1) month in excess of three percent (3.0%) per annum during the Term and in a notional amount equal to eighty percent (80%) of the Loan Amount;Borrower.
(iie) The Each Interest Rate Protection Agreement shall be entered into between provide that, in the event of any downgrade or withdrawal of the rating of the counterparty such that it ceases to qualify as an Acceptable Counterparty, Borrower andshall not later than thirty (30) days following receipt of notice from the Administrative Agent or the Borrower of such downgrade or withdrawal, at Borrower’s optioneither (i) replace the Interest Rate Protection Agreement with a replacement Interest Rate Protection Agreement from an Acceptable Counterparty (with terms substantively identical to the Interest Rate Protection Agreement being replaced, or otherwise approved by the Required Lenders in their reasonable discretion), (Aii) cause the counterparty to deliver a guaranty from an Acceptable Counterparty or (iii) cause the counterparty to deliver collateral equal to 100% of the xxxx-to-market value of the Interest Rate Protection Agreement. Borrower shall cause any such collateral provided pursuant to the preceding sentence to be held in an account under the control of the Administrative Agent and shall not sell, assign or otherwise dispose of or xxxxx x xxxx on any such collateral.
(f) Borrower shall give prompt notice to the Administrative Agent or an Affiliate any notice of Agent if Agent default by or such Affiliate and to the Borrower under or with respect to the Interest Rate Protection Agreement. Borrower shall elect to enter into an not, without the prior written consent of the Administrative Agent and the Required Lenders, (i) modify, amend or supplement the terms of the Interest Rate Protection Agreement, (Bii) Crédit Agricole or another Lender or an Affiliate of Crédit Agricole or another Lender if Crédit Agricole or another Lender or such Affiliate and Borrower shall elect to enter into an Interest Rate Protection Agreement or (C) a Qualified Counterparty;
(iii) In except as otherwise required under this Section 7.17, cause the case of an Interest Rate Protection Agreement that is an interest rate cap agreement, all sums payable by Borrower on account of the purchase price for the Interest Rate Protection Agreement during the term termination of the Interest Rate Protection Agreement shall have been paid in full on or prior to its stated maturity date, or (iii) waive or release any payment or other material obligation of the effective date thereof;
(iv) Borrower’s interest in such Interest Rate Protection Agreement, including all rights of Borrower to payment thereunder and any residual value thereof, shall have been collaterally assigned to Agent pursuant to the Mortgage and the Assignment of Agreements;
(v) The financial institution which is party to such Interest Rate Protection Agreement shall have executed and delivered to Agent a consent to the collateral assignment of Borrower’s interest in such Interest Rate Protection Agreement referred to in clause (iv) above pursuant to 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 satisfactory to Agent in form and contentcounterparty thereunder.
Appears in 1 contract
Samples: Master Loan and Security Agreement (Starwood Waypoint Residential Trust)
Interest Rate Protection Agreement. On At or before the Closing DateClosing, Borrower shall shall, enter into and satisfy all conditions precedent to the effectiveness of an one or more Interest Rate Protection Agreement Agreements that shall collectively satisfy all of the following conditions and shall thereafter maintain such Interest Rate Protection Agreement in full force and effect from the Closing Date through the Initial Maturity Dateeffect:
(i) The Interest Rate Protection Agreement shall be an interest rate cap, cap or swap, collar or other derivative product acceptable to Agent, the effect of which is to protect Borrower against upward fluctuations of an Applicable Interest Rate which is LIBOR (as opposed to distinguished from the LIBOR Rate) applicable to a LIBOR Rate Period of one three (13) month months in excess of the amount which would cause the LIBOR Rate to exceed three and three-quarter percent (3.03.75%) per annum during for a minimum term of two (2) years in the Term and in a notional amount equal to eighty percent One Hundred Twenty Million Dollars (80%) of the Loan Amount$120,000,000);
(ii) The Interest Rate Protection Agreement shall 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) Crédit Agricole or another Lender or an Affiliate of Crédit Agricole or another Lender if Crédit Agricole or another Lender or such Affiliate and Borrower shall elect to enter into an Interest Rate Protection Agreement or (C) a Qualified Counterparty;
(iii) In the case of an Interest Rate Protection Agreement that is an interest rate cap agreement, all All sums payable by Borrower on account of the purchase price for the Interest Rate Protection Agreement during the term of the Interest Rate Protection Agreement shall have been paid in full on or prior to the effective date thereof;
(iv) Borrower’s interest in such Interest Rate Protection Agreement, including all rights of Borrower to payment thereunder and any residual value thereof, shall have been collaterally assigned to Agent pursuant to the Mortgage Deed of Trust and the Assignment of Agreements;
(v) The financial institution which is party to such Interest Rate Protection Agreement shall have executed and delivered to Agent a consent to the collateral assignment of Borrower’s interest in such Interest Rate Protection Agreement referred to in clause (iv) above pursuant to a consent substantially in the form annexed hereto as Schedule 2.6(a2.7(a) or otherwise in form and content reasonably acceptable to Agent (the “Interest Rate Protection Agreement ConsentAcknowledgment”); and
(vi) Such Interest Rate Protection Agreement shall be reasonably satisfactory to Agent in form and content.
Appears in 1 contract
Interest Rate Protection Agreement. On or before the Closing Date(a) Prior to August 8, 2018, Borrower shall enter into and satisfy all conditions precedent one or more interest rate cap agreements with Agent, an Affiliate thereof or an Acceptable Counterparty conforming to the effectiveness terms of this Section 2.8 and otherwise in form and substance reasonably satisfactory to Agent which shall effectively cap the interest rate of the entire Loan Amount at a LIBOR strike price of not more than three and three-quarters percent (3.75)% (together with all schedules and confirmations thereto, an “Interest Rate Protection Agreement”) in each case for the time period of Loan Years 2 through 6. At Borrower’s election, any Interest Rate Protection Agreement may be structured as a collar composed of an interest rate cap with a LIBOR strike price of not more than three and three-quarters percent (3.75)% and an interest rate floor with Borrower as the payor and a LIBOR strike price of not more than one percent (1.00)%.
(b) In the event the Interest Rate Protection Agreement is terminated prior to the end of Loan Year 6, Borrower shall replace such terminated Interest Rate Protection Agreement on or before five (5) Business Days after the termination thereof with a new Interest Rate Protection Agreement which shall effectively cap the interest rate of the entire Loan Amount at a LIBOR strike price required by Section 2.8(a) above. If any provider of an Interest Rate Protection Agreement shall no longer qualify as an Acceptable Counterparty and does not provide a guaranty from an entity that satisfies the ratings requirements for an Acceptable Counterparty, Borrower shall, within thirty (30) days after such Person’s failure to qualify, cause a replacement Interest Rate Protection Agreement to be issued by an Acceptable Counterparty. If any provider of an Interest Rate Protection Agreement shall satisfy all enter into any form of regulatory or governmental receivership, conservatorship or other similar regulatory or governmental proceeding, including any receivership or conservatorship instituted or commenced by the FDIC, or is otherwise declared insolvent or downgraded by the FDIC, or if a trustee, receiver, conservator or liquidator is appointed for such issuer, then Borrower shall, within ten (10) Business Days, deliver to Agent a replacement Interest Rate Protection Agreement from an Acceptable Counterparty.
(c) The obligations of Borrower under any Interest Rate Protection Agreements entered into with an Acceptable Counterparty other than a Bank or an Affiliate thereof (each, a “Third-Party Interest Rate Protection Agreement”) shall not be secured by or encumber any of the following conditions collateral securing the Obligations and Borrower shall thereafter maintain such collaterally assign to Agent for the benefit of the Banks, pursuant to a Collateral Assignment of Interest Rate Protection Agreement in full force the form attached hereto as Exhibit E, all of Borrower’s right, title and effect from the Closing Date through the Initial Maturity Date:
interest to receive any and all payments under such Third-Party Interest Rate Protection Agreement (and any related guaranty, if any). Borrower shall promptly deliver to Agent (i) The an executed copy of such Third-Party Interest Rate Protection Agreement, (ii) an acknowledgment and agreement (either in such Third-Party Interest Rate Protection Agreement or by separate instrument, in each case in form and substance reasonably satisfactory to Agent) of such counterparty acknowledging such assignment and agreeing to make any payments payable under or pursuant to such Third-Party Interest Rate Protection Agreement directly to Agent and (iii) a legal opinion from counsel (in-house or outside, as such counterparty so chooses) for such counterparty regarding the due authorization and enforceability of such Third-Party Interest Rate Protection Agreement. At such time as the Loan is indefeasibly repaid in full, all of Agent’s right, title and interest in any Third-Party Interest Rate Protection Agreement shall 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 such Third-Party Interest Rate Protection Agreement and to notify the relevant counterparty of such release. If Agent receives any payments under a Third-Party Interest Rate Protection Agreement (other than a payment by reason of a termination event (as defined in such Third-Party Interest Rate Protection Agreement) or any other payment during the existence of an Event of Default), Agent shall apply the same to interest payable on the next occurring Payment Date. If Agent receives any payments under a Third-Party Interest Rate Protection Agreement during the existence of an Event of Default or by reason of a termination event under such Third-Party Interest Rate Protection Agreement during the existence of an Event of Default, Agent shall have the right to apply same to any portion of the Obligations in any order it desires including, without limitation, if such Third-Party Interest Rate Protection Agreement has been partially or wholly terminated, to apply same to the cost of acquiring another Third-Party Interest Rate Protection Agreement in form and substance, and from any counterparty thereto, satisfactory to Agent in all respects. Notwithstanding the foregoing, if Agent receives any payments under a Third-Party Interest Rate Protection Agreement by reason of a termination event under such Third-Party Interest Rate Protection Agreement that is terminated while no Event of Default exists, Agent shall (a) purchase a replacement Interest Rate Protection Agreement for Borrower at Borrower’s sole cost and expense, or (b) make such amounts available (i) to Borrower to purchase or (ii) to reimburse Borrower for the cost of purchasing, a replacement Interest Rate Protection Agreement, and any funds in excess of the cost of such replacement Interest Rate Protection Agreement shall be an interest rate cap, swap, collar or other derivative product acceptable remitted to Agent, the effect of which is to protect Borrower against upward fluctuations of LIBOR (as opposed to the LIBOR Rate) applicable to a LIBOR Rate Period of one (1) month in excess of three percent (3.0%) per annum during the Term and in a notional amount equal to eighty percent (80%) of the Loan Amount;
(ii) The Interest Rate Protection Agreement shall 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) Crédit Agricole or another Lender or an Affiliate of Crédit Agricole or another Lender if Crédit Agricole or another Lender or such Affiliate and Borrower shall elect to enter into an Interest Rate Protection Agreement or (C) a Qualified Counterparty;
(iii) In the case of an Interest Rate Protection Agreement that is an interest rate cap agreement, all sums payable by Borrower on account of the purchase price for the Interest Rate Protection Agreement during the term of the Interest Rate Protection Agreement shall have been paid in full on or prior to the effective date thereof;
(iv) Borrower’s interest in such Interest Rate Protection Agreement, including all rights of Borrower to payment thereunder and any residual value thereof, shall have been collaterally assigned to Agent pursuant to the Mortgage and the Assignment of Agreements;
(v) The financial institution which is party to such Interest Rate Protection Agreement shall have executed and delivered to Agent a consent to the collateral assignment of Borrower’s interest in such Interest Rate Protection Agreement referred to in clause (iv) above pursuant to 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 satisfactory to Agent in form and content.
Appears in 1 contract
Interest Rate Protection Agreement. On or before (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 shall enter into obtain and satisfy at all conditions precedent to times thereafter during the effectiveness initial term of the Loan, Borrower shall maintain in effect an Interest Rate Protection Agreement that shall satisfy all having a term coterminous with the initial term of the following conditions 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 (with the intent that, to the extent reasonably practicable, the notional amount applicable from time to time shall equal the outstanding principal balance of the Loan and shall thereafter maintain such that if it does not, Borrower shall, upon request by Agent, amend the Interest Rate Protection Agreement in full force to increase the notional amounts) and effect from with a Counterparty reasonably acceptable to Agent having a Minimum Counterparty Rating. If Borrower obtains one (1) interest rate cap, the Closing Date through LIBOR strike rate under the Initial Maturity Date:
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 (i1) interest rate cap, the blended LIBOR strike rate under the Interest Rate Protection Agreement, as determined by Lender, shall be equal to or less than the Capped LIBOR Rate. The Interest Rate Protection Agreement shall be in form and substance substantially similar to the Interest Rate Protection Agreement in effect as of the date hereof. In the event of any downgrade or withdrawal of the rating of such Counterparty by any Rating Agency below 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 capInterest Rate Protection Agreement in form and substance reasonably satisfactory to Lender (and meeting the 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 Interest Rate Protection Agreement. Borrower shall take all action reasonably requested by Agent to enforce Agent's rights under the Interest Rate Protection Agreements in the event of a default by Counterparty and shall not waive, swap, collar amend or other derivative product acceptable 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 effect form attached hereto as EXHIBIT C-2, all of which is its right, title and interest to protect Borrower against upward fluctuations receive any and all payments under the Interest Rate Protection Agreement (and any related guarantee, if any) and shall deliver to Agent an executed counterpart of LIBOR such Interest Rate Protection Agreements, notify the Counterparty of such collateral assignment and obtain the agreement (as opposed either in such Interest Rate Protection Agreement or by separate instrument) of such Counterparty to make any payments to become payable under or pursuant to the LIBOR Rate) applicable Agreement directly to a LIBOR Agent until such time as the Assignment of Interest Rate Period of one (1) month in excess of three percent (3.0%) per annum during the Term and in a notional amount equal to eighty percent (80%) of Protection Agreement is terminated or otherwise canceled. At such time as the Loan Amount;
(ii) The is repaid in full, all of Agent's right, title and interest in the Interest Rate Protection Agreement shall be entered into between Borrower and, terminate and Agent shall execute and deliver at Borrower’s option's sole cost and expense, (A) Agent or an Affiliate such documents as may be required to evidence Agent's release of Agent if Agent or such Affiliate and Borrower shall elect to enter into an the Interest Rate Protection Agreement, (B) Crédit Agricole or another Lender or an Affiliate Agreements and to notify the Counterparty of Crédit Agricole or another Lender if Crédit Agricole or another Lender or such Affiliate and Borrower shall elect to enter into an release. If Agent receives any payments under the Interest Rate Protection Agreement (other than a payment by reason of a termination event thereunder or (C) a Qualified Counterparty;
(iii) In any other payment during the case existence of an Interest Rate Protection Agreement that is 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 payment of accrued and unpaid interest rate cap agreement, all sums payable by Borrower on account of the purchase price for any Payment Date. If Agent receives any payments under the Interest Rate Protection Agreement during the term existence of an Event of Default or by reason of a termination event under the Interest Rate Protection Agreement, Agent shall have the right to hold same, to deposit same in such cash collateral account or to apply same to any portion of the Debt in any order it desires or, if the Interest Rate Protection Agreement shall have has been paid in full on partially or prior wholly terminated, to apply same to the effective date thereof;cost of acquiring another interest rate protection agreement in form and substance, and from a counterparty, satisfactory to Agent in all respects.
(ivd) Borrower’s interest in such Interest Rate Protection Agreement, including all rights of In the event that Borrower fails to payment thereunder purchase and any residual value thereof, shall have been collaterally assigned deliver to Agent pursuant to the Mortgage and the Assignment of Agreements;
(v) The financial institution which is party to such Interest Rate Protection Agreement shall have executed as and delivered to when required hereunder, Agent a consent to may purchase the collateral assignment of Borrower’s interest in such Interest Rate Protection Agreement referred to Agreements and the cost incurred by Agent in clause (iv) above pursuant to a consent in purchasing 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”); andAgreements 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.
(vie) Such Interest Rate Protection Agreement 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 be satisfactory to Agent in form and contentconstitute an Event of Default hereunder.
Appears in 1 contract
Interest Rate Protection Agreement. On or before As of the Closing Datedate hereof, Borrower shall enter into has entered into, made (or will make concurrently with the funding of the Loan) all payments required under, and satisfy satisfied all conditions precedent to the effectiveness of, an interest rate protection agreement that satisfies all of an the following conditions. (such interest rate protection agreement together with (i) any extension thereof or (ii) any other interest rate protection agreement entered into pursuant to Section 2.8 hereof, being referred to herein as the “Interest Rate Protection Agreement”):
(1) the Interest Rate Protection Agreement that shall satisfy all 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 following conditions and shall thereafter maintain such Interest Rate Protection Agreement originally scheduled Stated Maturity Date (or, in full force and effect from the Closing Date through event the Initial Term is extended pursuant to Section 2.8 hereof, the Extended Maturity Date:
(i) The Interest Rate Protection Agreement shall be an interest rate cap, swap, collar or other derivative product acceptable to Agent, the effect of which is to protect Borrower against upward fluctuations of LIBOR (as opposed to the LIBOR Rate) applicable to a LIBOR Rate Period of one (1) month in excess of three percent (3.0%) per annum during the Term and in a notional amount equal to eighty percent (80%) of the Loan Amount;
(ii) The Interest Rate Protection Agreement shall 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) Crédit Agricole or another Lender or an Affiliate of Crédit Agricole or another Lender if Crédit Agricole or another Lender or such Affiliate and Borrower shall elect to enter into an Interest Rate Protection Agreement or (C) a Qualified Counterparty;
(iii) In the case of an Interest Rate Protection Agreement that ); is an interest rate cap agreement, all sums payable by Borrower on account in respect of a notional amount not less than the maximum principal amount of the purchase price for the Interest Rate Protection Agreement during the term of the Interest Rate Protection Agreement Loan that shall have been paid in full on or prior to the effective date 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;.
(iv2) Borrower’s interest in such Interest Rate Protection Agreement, including all rights of Borrower to payment thereunder and any residual value thereof, shall have Agreement has been collaterally assigned to Agent Lender pursuant to the Mortgage documentation satisfactory to Lender in form and substance, and the Assignment of Agreements;
(v) The financial institution which is party counterparty to such Interest Rate Protection Agreement shall have has executed and delivered to Agent a consent 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 collateral assignment of Borrower’s interest in such Interest Rate Protection Agreement referred and shall otherwise be satisfactory to in clause (iv) above pursuant to a consent in the form annexed hereto as Schedule 2.6(a) or otherwise Lender in form and content reasonably acceptable substance.
(3) In connection with an Interest Rate Protection Agreement, Borrower shall obtain and deliver to Agent Lender an opinion of counsel from counsel (in-house or independent) for the “issuer of the Interest Rate Protection Agreement Consent”)(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; and
(vib) Such the execution and delivery of the Interest Rate Protection Agreement by the issuer, 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 (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 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 (d) 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 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).
(4) In the event of any downgrade, withdrawal or qualification of the rating of the issuer of the Interest Rate Protection Agreement below “A+” by S&P or Fitch and “A1” by Mxxxx’x, Borrower shall be satisfactory replace the Interest Rate Protection Agreement with a replacement Interest Rate Protection Agreement from an Acceptable Counterparty (with terms identical to Agent the Interest Rate Protection Agreement being replaced, or otherwise approved by Lender in form its reasonable discretion and contentthe Rating Agencies) not later than thirty (30) days following receipt of notice from Lender or the Servicer of such downgrade, withdrawal or qualification.
Appears in 1 contract
Interest Rate Protection Agreement. On Within five (5) Business Days after the tenth (10th) consecutive LIBOR Banking Day on which LIBOR (as distinguished from the LIBOR Rate) applicable to a LIBOR Rate Period of one (1) month (the “Monitoring Rate”), if determined on such LIBOR Banking Day, would exceed six percent (6.00%) per annum (the “Strike Rate”), or before the Closing Dateat such earlier time as Borrower may elect in Borrower’s discretion, Borrower shall enter into and satisfy all conditions precedent to the effectiveness of an Interest Rate Protection Agreement that shall satisfy all of the following conditions and shall thereafter maintain such Interest Rate Protection Agreement in full force and effect from during the Closing Date through the Initial Maturity DateTerm:
(i) The effect of the Interest Rate Protection Agreement shall be an interest rate cap, swap, collar or other derivative product acceptable to Agent, the effect of which is to protect Borrower against upward fluctuations of an Applicable Interest Rate which is LIBOR (as opposed to distinguished from the LIBOR Rate) applicable to a LIBOR Rate Period of one (1) month in excess of three six and one-quarter of one percent (3.06.25%) per annum during the then remaining portion of the Term and in a the notional amount equal to eighty the then-outstanding principal balance of the Loan; provided, however, in the event and to the extent that any LIBOR Rates in effect at the time such Interest Rate Protection Agreement is required to be put in effect are less than six and one-quarter of one percent (806.25%) ), then with respect to the corresponding Loan Portions, the protection afforded by such Interest Rate Protection Agreement need not take effect until the last day of the Loan Amount;corresponding LIBOR Rate Periods and if such LIBOR Rate Period ends on the Maturity Date, shall not be required; ________________________________________________________________________________________________________________________
(ii) The Interest Rate Protection Agreement shall be entered into between Borrower and, at Borrower’s option, and Agent (A) Agent or an Affiliate of Agent Agent), if Agent (or such an Affiliate of Agent) and Borrower shall elect agree to enter into an Interest Rate Protection Agreement, or if Agent (B) Crédit Agricole or another Lender or an Affiliate of Crédit Agricole or another Agent) and Borrower do not agree to enter into such Interest Rate Protection Agreement, either a Lender (if Crédit Agricole or another permitted by Agent and if such Lender or such Affiliate and Borrower shall elect agree to enter into an Interest Rate Protection Agreement Agreement) or (C) a Qualified Counterparty;
(iii) In the case of an Interest Rate Protection Agreement that which is an interest rate cap agreementagreement or other arrangement requiring “up-front” payment, all sums payable by Borrower on account of the purchase price for the Interest Rate Protection Agreement during the term of the Interest Rate Protection Agreement shall have been paid in full on or prior to the effective date thereof;
(iv) Borrower’s interest in such Interest Rate Protection Agreement, including all rights of Borrower to payment thereunder and any residual value thereof, shall have been collaterally assigned to Agent pursuant to the Mortgage Mortgages and the Assignment of Agreements;;
(v) The financial institution which is party to such Interest Rate Protection Agreement shall have executed and delivered to Agent a consent to the collateral assignment of Borrower’s interest in such Interest Rate Protection Agreement referred to in clause (iv) above pursuant to a consent in the form annexed attached hereto as Schedule 2.6(a2.7(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 reasonably satisfactory to Agent in form and content.
Appears in 1 contract
Samples: Loan Agreement (KBS Real Estate Investment Trust, Inc.)
Interest Rate Protection Agreement. On or before the Closing Date, Borrower shall enter into and satisfy all conditions precedent to the effectiveness of an Interest Rate Protection Agreement that shall satisfy all of the following conditions and shall thereafter maintain such Interest Rate Protection Agreement in full force and effect from during the Closing Date through the Initial Maturity DateTerm:
(i) The Interest Rate Protection Agreement shall be either an interest rate swap, cap, swap, collar or other derivative product acceptable to Agent, the effect of which is to protect Borrower against upward fluctuations of LIBOR (as opposed to the LIBOR Rate) applicable to a LIBOR Rate Period of one three (13) month months in excess of three six percent (3.06%) per annum during the Term and in a the notional amount equal to eighty percent the Initial Disbursement (80%less such reductions from time to time as may be required pursuant to Section 2.4(f) of the Loan Amounthereof);
(ii) The Interest Rate Protection Agreement shall 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) Crédit Agricole or another Lender Calyon New York Branch or an Affiliate of Crédit Agricole or another Lender Calyon New York Branch if Crédit Agricole or another Lender 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 case of an Interest Rate Protection Agreement that which is an interest rate cap agreement, all sums payable by Borrower on account of the purchase price for the Interest Rate Protection Agreement during the term of the Interest Rate Protection Agreement shall have been paid in full on or prior to the effective date thereof;
(iv) Borrower’s interest in such Interest Rate Protection Agreement, including all rights of Borrower to payment thereunder and any residual value thereof, shall have been collaterally assigned to Agent pursuant to the Mortgage and the Assignment of Agreements;
(v) The If such Interest Rate Protection Agreement is not a Lender Interest Protection Agreement, the financial institution which is party to such Interest Rate Protection Agreement shall have executed and delivered to Agent a consent to the collateral assignment of Borrower’s interest in such Interest Rate Protection Agreement referred to in clause (iv) above pursuant to 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 satisfactory to Agent in form and content.
Appears in 1 contract
Interest Rate Protection Agreement. On (a) Prior to or before contemporaneously with the Closing Date, Borrower shall have entered into one or more Interest Rate Protection Agreements with one (1) or more Lenders or Affiliates thereof or such other financial institution having the Minimum Counterparty Rating, in form and substance satisfactory to Agent in its reasonable discretion, which shall have a notional amount equal to the then outstanding balance of the Loan and shall cap the LIBOR Base Rate on the entire outstanding principal balance of the Loan for a period of at least twenty-four (24) months at a rate less than or equal to four percent (4%) per annum, calculated on an annual basis (the “Initial Cap”). Upon the expiration of the Initial Cap, Borrower shall either renew the Initial Cap or enter into one or more Interest Rate Protection Agreements with one (1) or more Lenders or Affiliates thereof or such other financial institution having the Minimum Counterparty Rating, in form and satisfy all conditions precedent substance satisfactory to Agent in its reasonable discretion, which shall have a notional amount equal to the effectiveness then outstanding balance of the Loan, shall cap the LIBOR Base Rate at a rate equal to the greater of (a) four percent (4%) per annum and (b) a strike price which would result in a Debt Service Coverage Ratio of not less than 1.35 to 1.00, and shall cap the LIBOR Base Rate on the entire outstanding principal balance of the Loan for a period of at least one (1) year (each such Interest Rate Protection Agreement, an “One Year Cap”). Borrower shall enter into an additional One Year Cap meeting the requirements of the immediately preceding sentence on or before the expiration of each One Year Cap until the Maturity Date of the Loan. Each determination of the Debt Service Coverage Ratio made pursuant to this Section 4.1.15 shall be determined by Borrower and verified by Agent, which verification shall be final absent manifest error. At least thirty (30) days prior to the expiration of the Initial Cap or any One Year Cap, Borrower shall deliver to Agent an Officer’s Certificate which shall include Borrower’s calculation of the Debt Service Coverage Ratio and shall include Borrower’s calculation of Gross Revenues, Operating Expenses and NOI. It shall be an Event of Default hereunder if Borrower fails, at any time during the term of the Loan, to have an Interest Rate Protection Agreement that shall satisfy all in place which satisfies the conditions set forth in this Section 4.1.15. The only material monetary obligation of the following conditions and shall thereafter maintain Borrower under any such Interest Rate Protection Agreement in full force and effect from the Closing Date through the Initial Maturity Date:
(i) The Interest Rate Protection Agreement shall be an interest rate cap, swap, collar or other derivative product acceptable to Agent, the effect of which is to protect Borrower against upward fluctuations of LIBOR (as opposed to the LIBOR Rate) applicable to a LIBOR Rate Period of one (1) month in excess of three percent (3.0%) per annum during the Term and in a notional amount equal to eighty percent (80%) of the Loan Amount;
(ii) The pay for such Interest Rate Protection Agreement which payment shall be entered into between made in full upon the execution of any such Interest Rate Protection Agreement. Promptly upon obtaining any Interest Rate Protection Agreement, Borrower andshall deliver the same to Agent.
(b) Borrower shall comply with all of its obligations under the terms and provisions of the Interest Rate Protection Agreement. Borrower shall take all action reasonably requested by Agent to enforce Agent’s rights under the Interest Rate Protection Agreements in the event of a default by Counterparty and shall not waive, at Borrower’s optionamend or otherwise modify any of its rights thereunder. Borrower shall not (i) without the prior written consent of Agent, modify, amend or supplement the terms of the Interest Rate Protection Agreement (other than in connection with an extension of the term thereof which modification, amendment or supplement shall only be effective upon such extension), (Aii) Agent without the prior written consent of Agent, cause the termination of the Interest Rate Protection Agreement prior to its stated maturity date, (iii) without the prior written consent of Agent, waive or an Affiliate release any obligation of Agent if Agent the Counterparty (or such Affiliate and Borrower shall elect any successor or substitute party to enter into an the Interest Rate Protection Agreement) under the Interest Rate Protection Agreement, (Biv) Crédit Agricole without the prior written consent of Agent, consent or another Lender agree to any act or an Affiliate omission to act on the part of Crédit Agricole the Counterparty (or another Lender if Crédit Agricole any successor or another Lender substitute party to the Interest Rate Protection Agreement) which, without such consent or such Affiliate agreement, would constitute a default under the Interest Rate Protection Agreement, (v) fail to exercise promptly and Borrower shall elect diligently each and every material right which it may have under the Interest Rate Protection Agreement, (vi) take or omit to enter into an 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 (Cor any successor or substitute party to the Interest Rate Protection Agreement) to payment or (vii) fail to give prompt notice to Agent of any notice of default given by or to Borrower under or with respect to the Interest Rate Protection Agreement, together with a Qualified Counterparty;complete copy of such notice.
(iiic) In the case Borrower shall collaterally assign to Agent, pursuant to an Assignment of an Interest Rate Protection Agreement that is an interest rate cap agreementin substantially the same form as delivered on the Closing Date, all sums 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 Agent an executed counterpart of such Interest Rate Protection Agreement, notify the Counterparty of such collateral assignment and obtain the agreement (either in such Interest Rate Protection Agreement or by separate instrument) of such Counterparty to make any payments to become payable by Borrower on account under or pursuant to the 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 is repaid in full, all of Agent’s right, title and interest in the Interest Rate Protection Agreement shall 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 purchase price for 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 or any other payment during the existence of an Event of Default), Agent shall apply the same to Debt Service payable on the next succeeding Payment Date. If Agent receives any payments under the Interest Rate Protection Agreement during the term existence of an Event of Default or by reason of a termination event under the Interest Rate Protection Agreement, Agent shall have the right to hold the same, to deposit the same in a cash collateral account as additional security for the Loan or to apply same to any portion of the Debt in any order it desires or, if the Interest Rate Protection Agreement has been partially or wholly terminated, to apply same to the cost of acquiring another interest rate protection agreement in form and substance, and from a counterparty, satisfactory to Agent in all respects.
(d) If for any reason a Counterparty’s rating shall no longer satisfy the Minimum Counterparty Rating, Borrower shall within thirty (30) days following receipt of notice thereof from Agent or any other Person, procure a new Interest Rate Protection Agreement from one (1) or more of the Lenders or Affiliates thereof or a counterparty which satisfies the Minimum Counterparty Rating and shall pledge same to Agent pursuant to an assignment of interest rate protection agreement substantially in the form of the Assignment of Interest Rate Protection Agreement executed on the Closing Date and shall within fifteen (15) Business Days of delivery of such Interest Rate Protection Agreement, deliver an opinion letter from counsel to such new Counterparty in form and substance reasonably satisfactory to Agent. The provisions of this subsection (d) shall not be applicable if the Counterparty is a Lender or an Affiliate of a Lender
(e) In the event that Borrower fails to purchase and deliver to Agent the Interest Rate Protection Agreement as and when required hereunder, Agent may purchase the Interest Rate Protection Agreements and the cost 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.
(f) In connection with an Interest Rate Protection Agreement unless any Lender or an Affiliate thereof is the Counterparty, Borrower shall obtain and deliver to Agent an opinion of counsel from counsel for the Counterparty thereunder (upon which Agent and Lenders and their respective successors and assigns may rely) (the “Counterparty Opinion”), under New York law and, if the Counterparty is a non-U.S. entity, the applicable foreign law, substantially in compliance with the requirements set forth below:
(i) The Counterparty Opinion shall be addressed to Agent, for itself and Lenders, and their respective successors and assigns and shall state that it may be relied upon by (A) successor Agent, (B) any Assignee of any Lender’s interest in the Loan, (C) any Participant, and (D) any servicer of the Loan,
(ii) The Counterparty Opinion shall contain the following opinions:
(A) the Counterparty under the 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 Interest Rate Protection Agreement;
(B) the execution and delivery of the Interest Rate Protection Agreement shall by the Counterparty thereunder, and any other agreement (including, without limitation, the Assignment of Interest Rate Protection Agreement) which such Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been paid in full 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 prior to the effective date thereofaffecting it or its property;
(ivC) Borrower’s interest in such all consents, authorizations and approvals required for the execution and delivery by the Counterparty of the Interest Rate Protection Agreement, including all rights of Borrower to payment thereunder and any residual value thereofother agreement (including, shall have been collaterally assigned to Agent pursuant to the Mortgage and without limitation, the Assignment of Agreements;Interest Rate Protection 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
(vD) the Interest Rate Protection Agreement, and any other agreement (including, without limitation, the Assignment of Interest Rate Protection 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) The financial institution which Counterparty Opinion shall also contain the following additional opinions if the Counterparty is party a foreign entity:
(A) Jurisdiction where Counterparty is located will respect and give effect to such the choice of law provisions of the Interest Rate Protection Agreement shall have and any other agreement (including, without limitation, the Assignment of Interest Rate Protection Agreement) which the Counterparty thereunder has executed and delivered to Agent a consent to the collateral assignment of Borrower’s interest in such Interest Rate Protection Agreement referred to in clause (iv) above pursuant to 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”)thereto; and
(viB) Such A judgment obtained in the courts of the State of New York is enforceable in the jurisdiction where Counterparty is located. The initial draft of any such Counterparty Opinion shall be delivered to Agent for review and approval within ten (10) Business Days of the execution of the applicable Interest Rate Protection Agreement shall be satisfactory to Agent in form and contentAgreement.
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Interest Rate Protection Agreement. On At or before the Closing DateClosing, Borrower shall shall, enter into and satisfy all conditions precedent to the effectiveness of an one or more Interest Rate Protection Agreement Agreements that shall collectively satisfy all of the following conditions and shall thereafter maintain such Interest Rate Protection Agreement in full force and effect from the Closing Date through the Initial Maturity Dateeffect:
(i) The Interest Rate Protection Agreement shall be an interest rate cap, cap or swap, collar or other derivative product acceptable to Agent, the effect of which is to protect Borrower against upward fluctuations of an Applicable Interest Rate which is LIBOR (as opposed to distinguished from the LIBOR Rate) applicable to a LIBOR Rate Period of one three (13) month months in excess of three four percent (3.04%) per annum during for a minimum term of four (4) years in the Term and in a notional amounts corresponding to the then applicable principal amount equal to eighty percent (80%) of the Loan Amountas set forth in the Required Amortization Payments attached hereto as Exhibit D,;
(ii) The Interest Rate Protection Agreement shall be entered into between Borrower and, at Borrower’s option, and (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) Crédit Agricole or another Lender or an Affiliate of Crédit Agricole or another Lender if Crédit Agricole or another Lender or such Affiliate and Borrower shall elect to enter into an Interest Rate Protection Agreement or (Cx) a Qualified CounterpartyCounterparty or (y) Eurohypo or Aareal or its respective Affiliate;
(iii) In the case of an Interest Rate Protection Agreement that is an interest rate cap agreement, all All sums payable by Borrower on account of the purchase price for the Interest Rate Protection Agreement during the term of the Interest Rate Protection Agreement shall have been paid in full on or prior to the effective date thereof;
(iv) Borrower’s interest in such Interest Rate Protection Agreement, including all rights of Borrower to payment thereunder and any residual value thereof, shall have been collaterally assigned to Agent pursuant to the Mortgage and the Assignment of Agreements;
(v) The financial institution which is party to such Interest Rate Protection Agreement shall have executed and delivered to Agent a consent to the collateral assignment of Borrower’s interest in such Interest Rate Protection Agreement referred to in clause (iv) above pursuant to a consent substantially in the form annexed hereto as Schedule 2.6(a2.7(a) or otherwise in form and content reasonably acceptable to Agent (the “Interest Rate Protection Agreement ConsentAcknowledgment”); and
(vi) Such Interest Rate Protection Agreement shall be reasonably satisfactory to Agent in form and content.
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Interest Rate Protection Agreement. On or before the Closing Date, Borrower shall enter into and satisfy all conditions precedent to the effectiveness of an Interest Rate Protection Agreement that shall satisfy all of the following conditions and shall thereafter 62528184 32 maintain such Interest Rate Protection Agreement in full force and effect from during the Closing Date through the Initial Maturity Date:Term (or then-remaining Term, as applicable):
(i) The Interest Rate Protection Agreement shall be an interest rate rate, cap, swap, collar or other derivative product acceptable to Agent, the effect of which is to protect Borrower against upward fluctuations of the LIBOR Rate (as opposed to the LIBOR Ratedistinguished from LIBOR) applicable to a LIBOR Rate Period of one (1) month in excess of three seven percent (3.07.00%) per annum during the Initial Term and in a notional amount equal to at least eighty percent (80%) of the Loan Amount;
(ii) The Interest Rate Protection Agreement shall 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) Crédit Agricole or another Lender CA-CIB or an Affiliate of Crédit Agricole or another Lender CA-CIB if Crédit Agricole or another Lender CA-CIB or such Affiliate and Borrower shall elect to enter into an Interest Rate Protection Agreement or (C) a Qualified Counterparty;
(iii) In the case of an Interest Rate Protection Agreement that which is an interest rate cap agreement, all sums payable by Borrower on account of the purchase price for the Interest Rate Protection Agreement during the term of the Interest Rate Protection Agreement shall have been paid in full on or prior to the effective date thereof;
(iv) Borrower’s interest in such Interest Rate Protection Agreement, including all rights of Borrower to payment thereunder and any residual value thereof, shall have been collaterally assigned to Agent pursuant to the Mortgage and the an Assignment of AgreementsInterest Rate Protection Agreement;
(v) The financial institution which is party to such Interest Rate Protection Agreement shall have executed and delivered to Agent promptly after Closing or the extended Maturity Date, as applicable, a consent to the collateral assignment of Borrower’s interest in such Interest Rate Protection Agreement referred to in clause (iv) above pursuant to a consent in the form annexed hereto as Schedule 2.6(a) or otherwise in form and content reasonably acceptable attached to Agent the Assignment of Interest Rate Protection Agreement (the “Interest Rate Protection Agreement Consent”)) in the form attached hereto as Exhibit G; and
(vi) Such Interest Rate Protection Agreement shall otherwise be satisfactory to Agent in form and content.
Appears in 1 contract
