Common use of Interest Rate Cap Agreement Clause in Contracts

Interest Rate Cap Agreement. (a) The Interest Rate Cap Agreement in effect on the Closing Date has a LIBOR strike price equal to the Strike Price and a scheduled termination date of the Initial Maturity Date. The Interest Rate Cap Agreement (i) is in a form and substance reasonably acceptable to Lender, (ii) is with an Acceptable Counterparty, (iii) directs such Acceptable Counterparty to pay directly to an account pledged to Lender any amounts due Borrower under such Interest Rate Cap Agreement unless and until otherwise instructed by Lender (it being agreed as between Lender and Borrower that Lender will so instruct the Counterparty at such time as the Debt shall no longer exist, provided that the Debt shall be deemed to exist if the Properties are transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof), and (iv) has a notional amount at least equal to the principal balance of the Loan outstanding on the Closing Date (it being understood that the notional amount of the Interest Rate Cap Agreement may be reduced, from time to time, as the principal balance of the Loan is reduced (in the amounts of such reduction in principal) pursuant to clause (g) below). Borrower shall collaterally assign to Collateral Agent (for the benefit of 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 Cap Agreement, and shall deliver to Collateral Agent an executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Collateral Agent (for the benefit of Lender) and require that payments be paid directly into an account pledged to Collateral Agent (for the benefit of Lender) as provided above in this Section 2.2.7). Provided no Event of Default has occurred and is continuing, amounts contained in the foregoing pledged account shall be released to Borrower on a monthly basis to the extent not applied toward debt service on the Loan.

Interest Rate Cap Agreement. (a) The On or prior to 5:00 p.m. (New York time) on the Original Closing Date, Borrower shall enter into an Interest Rate Cap Agreement in effect on the Closing Date has with a LIBOR strike price equal to the required Strike Price and a scheduled termination date of the Initial Maturity DatePrice. The Interest Rate Cap Agreement (i) is shall be in a form and substance reasonably acceptable to Lender, (ii) is shall be with an Acceptable Counterparty, (iii) directs shall direct such Acceptable Counterparty to pay deposit directly to with Lender (or into an account pledged to Lender or otherwise as directed by Lender) any amounts due Borrower under such Interest Rate Cap Agreement unless and until otherwise instructed by Lender (it being agreed as between Lender and Borrower that Lender will so instruct the Counterparty at such time as the Debt shall no not longer exist, provided that the Debt shall be deemed to exist if the Properties are Collateral is transferred by judicial secured party sale or non-judicial foreclosure or deed-in-lieu thereofotherwise), and (iv) has shall be for a period equal to the initial term of the Loan and (v) shall have an initial notional amount at least equal to the principal balance of the Loan outstanding on the Closing Date (it being understood that the notional amount of the Interest Rate Cap Agreement may be reduced, from time to time, as the principal balance of the Loan is reduced (in the amounts of such reduction in principal) pursuant to clause (g) below)Loan. Borrower shall collaterally assign to Collateral Agent (for the benefit of 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 Cap Agreement, and shall deliver to Collateral Agent Lender an executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Collateral Agent (for the benefit of Lender) Lender and require that payments be paid directly into an account pledged to Collateral Agent (for the benefit of Lender) Lender as provided above in this Section 2.2.7). Provided no Event of Default has occurred and is continuing, amounts contained in the foregoing pledged account shall be released to Borrower on a monthly basis to the extent not applied toward debt service on the Loan.

Interest Rate Cap Agreement. (a) The On or prior to 5:00 p.m. (New York time) on the Closing Date, Borrower shall enter into an Interest Rate Cap Agreement in effect on the Closing Date has with a LIBOR strike price equal to the required Strike Price and a scheduled termination date of the Initial Maturity DatePrice. The Interest Rate Cap Agreement (i) is shall be in a form and substance reasonably acceptable to Lender, (ii) is shall be with an Acceptable Counterparty, (iii) directs shall direct such Acceptable Counterparty to pay deposit directly to with Lender (or into an account pledged to Lender or otherwise as directed by Lender) any amounts due Borrower under such Interest Rate Cap Agreement unless and until otherwise instructed by Lender (it being agreed as between Lender and Borrower that Lender will so instruct the Counterparty at such time as the Debt shall no longer exist, provided that the Debt shall be deemed to exist if the Properties are Collateral is transferred by judicial secured party sale or non-judicial foreclosure or deed-in-lieu thereofotherwise), and (iv) has shall be for a period equal to the initial term of the Loan and (v) shall have an initial notional amount at least equal to the principal balance of the Loan outstanding on the Closing Date (it being understood that the notional amount of the Interest Rate Cap Agreement may be reduced, from time to time, as the principal balance of the Loan is reduced (in the amounts of such reduction in principal) pursuant to clause (g) below)Loan. Borrower shall collaterally assign to Collateral Agent (for the benefit of 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 Cap Agreement, and shall deliver to Collateral Agent Lender an executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Collateral Agent (for the benefit of Lender) Lender and require that payments be paid directly into an account pledged to Collateral Agent (for the benefit of Lender) Lender as provided above in this Section 2.2.7). Provided no Event of Default has occurred and is continuing, amounts contained in the foregoing pledged account shall be released to Borrower on a monthly basis to the extent not applied toward debt service on the Loan.

Interest Rate Cap Agreement. (a) The Prior to or contemporaneously with the Rate Cap Purchase Date, Borrower shall enter into an Interest Rate Cap Agreement in effect on the Closing Date has with a LIBOR strike price rate equal to the Strike Price and a scheduled termination date of the Initial Maturity DateRate. The Interest Rate Cap Agreement (i) is shall at all times be in a form and substance reasonably acceptable to Lender, (ii) is shall at all times be with an Acceptable a Counterparty, (iii) directs shall at all times be for a period that ends on the last day of the Interest Accrual Period related to the then current Floating Rate Component Maturity Date, and (iv) shall at all times have a notional amount equal to or greater than the principal balance of the Floating Rate Component and shall at all times provide for the applicable LIBOR strike rate to be equal to the Strike Rate. Borrower shall direct such Acceptable Counterparty to pay deposit directly to an account pledged to Lender into the Cash Management Account any amounts due Borrower under such Interest Rate Cap Agreement unless and until otherwise instructed by Lender (it being agreed so long as between Lender and Borrower that Lender will so instruct the Counterparty at such time as any portion of the Debt shall no longer existis outstanding, provided that the Debt shall be deemed to exist be outstanding if the Properties are Collateral is transferred by judicial or non-judicial foreclosure or deedassignment-in-lieu thereof). Additionally, and (iv) has a notional amount at least equal to the principal balance of the Loan outstanding on the Closing Date (it being understood that the notional amount of the Interest Rate Cap Agreement may be reduced, from time to time, as the principal balance of the Loan is reduced (in the amounts of such reduction in principal) pursuant to clause (g) below). Borrower shall collaterally assign to Collateral Agent (for the benefit of Lender), pursuant to the Collateral Assignment of Interest Rate Cap Agreement, all of its right, title and interest in and to the Interest Rate Cap Agreement (and any replacements thereof), including, without limitation, its right to receive any and all payments under the Interest Rate Cap AgreementAgreement (and any replacements thereof), and Borrower shall, and shall cause Counterparty to, deliver to Collateral Agent an Lender a fully executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Collateral Agent (for the benefit of Lender) Lender and require that payments be paid deposited directly into an account pledged to Collateral Agent (for the benefit of Lender) as provided above in this Section 2.2.7Cash Management Account). Provided no Event of Default has occurred and is continuing, amounts contained in the foregoing pledged account shall be released to Borrower on a monthly basis to the extent not applied toward debt service on the Loan.

Interest Rate Cap Agreement. (a) The Prior to or contemporaneously with the Closing Date, Borrower shall enter into an Interest Rate Cap Agreement in effect on the Closing Date has with a LIBOR strike price rate equal to the Strike Price and a scheduled termination date of the Initial Maturity DateRate. The Interest Rate Cap Agreement (i) is shall be in a form and substance reasonably acceptable to Lender, (ii) is shall, subject to Sections 2.8(c) and 2.8(e) below, at all times be with an Acceptable a Counterparty, (iii) directs shall at all times be for a duration at least equal to the end of the Interest Accrual Period in which the then current Maturity Date occurs, and (iv) shall at all times have a notional amount equal to or greater than the Outstanding Principal Balance and shall at all times provide for the applicable LIBOR strike rate to be equal to the Strike Rate. Borrower shall direct such Acceptable Counterparty to pay deposit directly to into an account pledged to designated by Lender in writing any amounts due Borrower under such Interest Rate Cap Agreement unless and until otherwise instructed by Lender (it being agreed so long as between Lender and Borrower that Lender will so instruct the Counterparty at such time as any portion of the Debt shall no longer existis outstanding, provided that the Debt shall be deemed to exist be outstanding if the Properties are Collateral is transferred by judicial or non-judicial foreclosure or deed-in-assignment in lieu thereof). Additionally, and (iv) has a notional amount at least equal to the principal balance of the Loan outstanding on the Closing Date (it being understood that the notional amount of the Interest Rate Cap Agreement may be reduced, from time to time, as the principal balance of the Loan is reduced (in the amounts of such reduction in principal) pursuant to clause (g) below). Borrower shall collaterally assign to Collateral Agent (for the benefit of Lender), pursuant to the Collateral Assignment of Interest Rate Cap Agreement, all of its right, title and interest in and to the Interest Rate Cap Agreement (and any replacements thereof), including, without limitation, its right to receive any and all payments under the Interest Rate Cap AgreementAgreement (and any replacements thereof), and Borrower shall, and shall cause Counterparty to, deliver to Collateral Agent an Lender a fully executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Collateral Agent (for the benefit of Lender) Lender and require that payments be paid deposited directly into an account pledged to Collateral Agent (for the benefit of Lender) as provided above designated by Lender in this Section 2.2.7writing). Provided no Event of Default has occurred and is continuing, amounts contained in the foregoing pledged account shall be released to Borrower on a monthly basis to the extent not applied toward debt service on the Loan.

Interest Rate Cap Agreement. (a) The On or prior to 5:00 p.m. (New York time) on the Closing Date, Borrower shall enter into an Interest Rate Cap Agreement in effect on the Closing Date has with a LIBOR strike price equal to the required Strike Price and a scheduled termination date of the Initial Maturity DatePrice. The Interest Rate Cap Agreement (i) is shall be in a form and substance reasonably acceptable to Lender, (ii) is shall be with an Acceptable Counterparty, (iii) directs shall direct such Acceptable Counterparty to pay deposit directly to with Lender (or into an account pledged to Lender or otherwise as directed by Lender) any amounts due Borrower under such Interest Rate Cap Agreement unless and until otherwise instructed by Lender (it being agreed as between Lender and Borrower that Lender will so instruct the Counterparty at such time as the Debt shall no not longer exist, provided that the Debt shall be deemed to exist if the Properties are Collateral is transferred by judicial secured party sale or non-judicial foreclosure or deed-in-lieu thereofotherwise), and (iv) has shall be for a period equal to the initial term of the Loan and (v) shall have an initial notional amount at least equal to the principal balance of the Loan outstanding on the Closing Date (it being understood that the notional amount of the Interest Rate Cap Agreement may be reduced, from time to time, as the principal balance of the Loan is reduced (in the amounts of such reduction in principal) pursuant to clause (g) below)Loan. Borrower shall collaterally assign to Collateral Agent (for the benefit of 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 Cap Agreement, and shall deliver to Collateral Agent Lender an executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Collateral Agent (for the benefit of Lender) Lender and require that payments be paid directly into an account pledged to Collateral Agent (for the benefit of Lender) Lender as provided above in this Section 2.2.7). Provided no Event of Default has occurred and is continuing, amounts contained in the foregoing pledged account shall be released to Borrower on a monthly basis to the extent not applied toward debt service on the Loan.

Interest Rate Cap Agreement. (a) The On or prior to 5:00 p.m. (New York time) on the Original Closing Date, Borrower shall enter into an Interest Rate Cap Agreement in effect on the Closing Date has with a LIBOR strike price equal to the required Strike Price and a scheduled termination date of the Initial Maturity DatePrice. The Interest Rate Cap Agreement (i) is shall be in a form and substance reasonably acceptable to Lender, (ii) is shall be with an Acceptable Counterparty, (iii) directs shall direct such Acceptable Counterparty to pay deposit directly to with Lender (or into an account pledged to Lender or otherwise as directed by Lender) any amounts due Borrower under such Interest Rate Cap Agreement unless and until otherwise instructed by Lender (it being agreed as between Lender and Borrower that Lender will so instruct the Counterparty at such time as the Debt shall no longer exist, provided that the Debt shall be deemed to exist if the Properties are Collateral is transferred by judicial secured party sale or non-judicial foreclosure or deed-in-lieu thereofotherwise), and (iv) has shall be for a period equal to the initial term of the Loan and (v) shall have an initial notional amount at least equal to the principal balance of the Loan outstanding on the Closing Date (it being understood that the notional amount of the Interest Rate Cap Agreement may be reduced, from time to time, as the principal balance of the Loan is reduced (in the amounts of such reduction in principal) pursuant to clause (g) below)Loan. Borrower shall collaterally assign to Collateral Agent (for the benefit of 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 Cap Agreement, and shall deliver to Collateral Agent Lender an executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Collateral Agent (for the benefit of Lender) Lender and require that payments be paid directly into an account pledged to Collateral Agent (for the benefit of Lender) Lender as provided above in this Section 2.2.7). Provided no Event of Default has occurred and is continuing, amounts contained in the foregoing pledged account shall be released to Borrower on a monthly basis to the extent not applied toward debt service on the Loan.

Interest Rate Cap Agreement. (a) The Prior to or contemporaneously with the Closing Date, Borrower shall enter into an Interest Rate Cap Agreement in effect on the Closing Date has with a LIBOR (or Prime Rate or Alternate Rate, as applicable) strike price rate equal to the Strike Price and a scheduled termination date of the Initial Maturity DateRate. The Interest Rate Cap Agreement (i) is shall at all times be in a form and substance reasonably acceptable to Lender, (ii) is shall at all times be with an Acceptable a Counterparty, (iii) directs shall at all times be for a duration at least equal to the end of the Interest Accrual Period in which the then current Maturity Date occurs, and (iv) shall at all times have a notional amount (in the aggregate of the notional amounts provided in all such Acceptable agreements) equal to or greater than the outstanding principal balance of the Loan and shall at all times provide for the applicable LIBOR (or Prime Rate or Alternate Rate, as applicable) strike rate to be equal to the Strike Rate. Borrower shall direct such Counterparty to pay deposit directly to an account pledged to Lender into the Cash Management Account any amounts due Borrower under such Interest Rate Cap Agreement unless and until otherwise instructed by Lender (it being agreed so long as between Lender and Borrower that Lender will so instruct the Counterparty at such time as any portion of the Debt shall no longer existis outstanding, provided that the Debt shall be deemed to exist be outstanding if the Properties are Property is transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof). Additionally, and (iv) has a notional amount at least equal to the principal balance of the Loan outstanding on the Closing Date (it being understood that the notional amount of the Interest Rate Cap Agreement may be reduced, from time to time, as the principal balance of the Loan is reduced (in the amounts of such reduction in principal) pursuant to clause (g) below). Borrower shall collaterally assign to Collateral Agent (for the benefit of Lender), pursuant to the Collateral Assignment of Interest Rate Cap Agreement, all of its right, title and interest in and to the Interest Rate Cap Agreement (and any replacements thereof), including, without limitation, its right to receive any and all payments under the Interest Rate Cap AgreementAgreement (and any replacements thereof), and Borrower shall, and shall cause Counterparty to, deliver to Collateral Agent an Lender a fully executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Collateral Agent (for the benefit of Lender) Lender and require that payments be paid deposited directly into an account pledged to Collateral Agent (for the benefit of Lender) as provided above in this Section 2.2.7Cash Management Account). Provided no Event of Default has occurred and is continuing, amounts Notwithstanding anything contained in the foregoing pledged account shall be released to Borrower on a monthly basis herein to the extent not applied toward debt service on contrary, the Loaninitial Interest Rate Cap Agreement was purchased by RVT Noble Town Center LLC, RVT Newnan Crossing LLC, and DDR Norte LLC, S.E., each as nominee for itself and the other Borrowers.

Interest Rate Cap Agreement. Within ninety (a90) The Interest Rate Cap Agreement in effect on days after the Closing Date has a LIBOR strike price equal Date, Borrower agrees to enter into an interest rate cap agreement or other hedging device in connection with the Strike Price and a scheduled termination date of the Initial Maturity Date. The Interest Rate Cap Agreement (i) is in a form and substance reasonably acceptable to LenderLoan, (ii) is with an Acceptable Counterparty, (iii) directs such Acceptable Counterparty to pay directly to an account pledged which agreement or hedging device shall be submitted to Lender any amounts due for Lender's approval, which approval shall not be unreasonably delayed or withheld. Borrower under such Interest Rate Cap Agreement unless and until otherwise instructed by Lender (it being agreed as between Lender and Borrower that Lender will so instruct the Counterparty at such time as the Debt shall no longer existshall, provided that the Debt shall be deemed to exist if the Properties are transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof), and (iv) has a notional amount at least equal to the principal balance of the Loan outstanding on the Closing Date (it being understood that the notional amount of the Interest Rate Cap Agreement may be reduced, from time to time, as the principal balance of the Loan is reduced (in the amounts upon execution of such reduction in principal) pursuant agreement, deliver to clause (g) below). Borrower shall collaterally assign to Collateral Agent (for the benefit of Lender), pursuant to Lender the Collateral Assignment of Interest Rate Cap Agreement, duly executed and delivered by Borrower in favor of Lender, together with the consent of the counterparty thereunder to such collateral assignment. The original interest rate cap agreement shall at all of its righttimes cover the outstanding Loan balance, title and plus the then undisbused Working Capital Allocation. Thereafter, within thirty (30) days after any Acquisition Advance for an Additional Property, Borrower shall amend the original interest to receive any rate cap agreement, or obtain a separate interest rate cap agreement, covering such Advance and all payments under prior Advances not then covered by an interest rate cap agreement, which amendment or separate agreement shall be subject to Lender's prior approval (which shall not be unreasonably delayed or withheld). Upon execution of any such amendment or new agreement, Borrower shall deliver to Lender an amendment to the existing Collateral Assignment of Interest Rate Cap Agreement, and shall deliver to or an additional Collateral Agent an executed counterpart Assignment of such Interest Rate Cap Agreement (which shallAgreement, by its termscovering such amendment or new agreement, authorize together with the assignment consent of the counterparty thereunder to Collateral Agent (for the benefit of such collateral assignment, in each case in form and substance reasonably satisfactory to Lender) and require that payments be paid directly into an account pledged to Collateral Agent (for the benefit of Lender) as provided above in this Section 2.2.7). Provided no Event of Default has occurred and is continuing, amounts contained in the foregoing pledged account shall be released to Borrower on a monthly basis to the extent not applied toward debt service on the Loan.

Interest Rate Cap Agreement. (a) The Prior to or contemporaneously with the Closing Date, Borrower shall enter into an Interest Rate Cap Agreement in effect on the Closing Date has with a LIBOR strike price equal to the Strike Price and a scheduled termination date of the Initial Maturity DatePrice. The Interest Rate Cap Agreement (i) is shall at all times be in a form and substance reasonably acceptable to Lender, (ii) is shall at all times be with an Acceptable Counterparty, (iii) directs shall direct such Acceptable Counterparty during a Cash Sweep Period to pay directly to an account pledged to deposit with Lender any amounts due Borrower under such Interest Rate Cap Agreement unless and until otherwise instructed by Lender (it being agreed so long as between Lender and Borrower that Lender will so instruct the Counterparty at such time as any portion of the Debt shall no longer existexists, provided that the Debt shall be deemed to exist if the Properties are Collateral is transferred by judicial a secured party foreclosure sale or non-judicial foreclosure or deed-in-transfer in lieu thereof), (iv) shall be for a period equal to the term of the Loan, and (ivv) has shall at all times have a notional amount at least equal to not less than the outstanding principal balance of the Loan outstanding on the Closing Date (it being understood that the notional amount of the Interest Rate Cap Agreement may be reduced, from time to time, as the principal balance of the Loan is reduced (in the amounts of such reduction in principal) pursuant to clause (g) below)Loan. Borrower shall collaterally assign to Collateral Agent (for the benefit of 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 Cap Agreement, and shall deliver to Collateral Agent Lender an executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Collateral Agent (for the benefit of Lender) Lender and require that payments during a Cash Sweep Period be paid directly into an account pledged to Collateral Agent (for Lender) and shall notify the benefit Counterparty of such assignment. At such time as the Loan is repaid in full, all of Lender) as provided above in this Section 2.2.7). Provided no Event of Default has occurred ’s right, title and is continuing, amounts contained interest in the foregoing pledged account Interest Rate Agreement shall terminate and Lender shall promptly execute and deliver at Borrower’s sole cost and expense, such documents as may be released required to Borrower on a monthly basis evidence Lender’s release of the Interest Rate Cap Agreement and to notify the extent not applied toward debt service on the LoanCounterparty of such release.

Interest Rate Cap Agreement. (a) The Prior to or contemporaneously with the Rate Cap Purchase Date, Borrower shall enter into an Interest Rate Cap Agreement in effect on the Closing Date has with a LIBOR strike price rate equal to the Strike Price and a scheduled termination date of the Initial Maturity DateRate. The Interest Rate Cap Agreement (i) is shall at all times be in a form and substance reasonably acceptable to Lender, (ii) is shall at all times be with an Acceptable a Counterparty, (iii) directs shall at all times be for a period that ends on the last day of the Interest Accrual Period related to the then current Floating Rate Component Maturity Date, and (iv) shall at all times have a notional amount equal to or greater than the principal balance of Floating Rate Component and shall at all times provide for the applicable LIBOR strike rate to be equal to the Strike Rate. Borrower shall direct such Acceptable Counterparty to pay deposit directly to an account pledged to Lender into the Cash Management Account any amounts due Borrower under such Interest Rate Cap Agreement unless and until otherwise instructed by Lender (it being agreed so long as between Lender and Borrower that Lender will so instruct the Counterparty at such time as any portion of the Debt shall no longer existis outstanding, provided that the Debt shall be deemed to exist be outstanding if the Properties are or any Individual Property is transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof). Additionally, and (iv) has a notional amount at least equal to the principal balance of the Loan outstanding on the Closing Date (it being understood that the notional amount of the Interest Rate Cap Agreement may be reduced, from time to time, as the principal balance of the Loan is reduced (in the amounts of such reduction in principal) pursuant to clause (g) below). Borrower shall collaterally assign to Collateral Agent (for the benefit of Lender), pursuant to the Collateral Assignment of Interest Rate Cap Agreement, all of its right, title and interest in and to the Interest Rate Cap Agreement (and any replacements thereof), including, without limitation, its right to receive any and all payments under the Interest Rate Cap AgreementAgreement (and any replacements thereof), and Borrower shall, and shall cause Counterparty to, deliver to Collateral Agent an Lender a fully executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Collateral Agent (for the benefit of Lender) Lender and require that payments be paid deposited directly into an account pledged to Collateral Agent (for the benefit of Lender) as provided above in this Section 2.2.7Cash Management Account). Provided no Event of Default has occurred and is continuing, amounts contained in the foregoing pledged account shall be released to Borrower on a monthly basis to the extent not applied toward debt service on the Loan.

Interest Rate Cap Agreement. (a) The Prior to or contemporaneously with the Closing Date, Borrower shall enter into an Interest Rate Cap Agreement in effect on the Closing Date has with a LIBOR strike price rate equal to the Strike Price and a scheduled termination date of the Initial Maturity DateRate. The Interest Rate Cap Agreement (i) is shall be in a form and substance reasonably acceptable to LenderAdministrative Agent, (ii) is shall, subject to Sections 2.8(c) and 2.8(e) below, at all times be with an Acceptable a Counterparty, (iii) directs shall at all times be for a duration at least equal to the end of the Interest Accrual Period in which the then current Maturity Date occurs, and (iv) shall at all times have a notional amount equal to or greater than the Outstanding Principal Balance and shall at all times provide for the applicable LIBOR strike rate to be equal to the Strike Rate. Borrower shall direct such Acceptable Counterparty to pay deposit directly to an account pledged to Lender into the Cash Management Account any amounts due Borrower under such Interest Rate Cap Agreement unless and until otherwise instructed by Lender (it being agreed so long as between Lender and Borrower that Lender will so instruct the Counterparty at such time as any portion of the Debt shall no longer existis outstanding, provided that the Debt shall be deemed to exist be outstanding if the Properties are Property is transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof). Additionally, and (iv) has a notional amount at least equal to the principal balance of the Loan outstanding on the Closing Date (it being understood that the notional amount of the Interest Rate Cap Agreement may be reduced, from time to time, as the principal balance of the Loan is reduced (in the amounts of such reduction in principal) pursuant to clause (g) below). Borrower shall collaterally assign to Collateral Administrative Agent (for the benefit of Lender)Lenders, pursuant to the Collateral Assignment of Interest Rate Cap Agreement, all of its right, title and interest in and to the Interest Rate Cap Agreement (and any replacements thereof), including, without limitation, its right to receive any and all payments under the Interest Rate Cap AgreementAgreement (and any replacements thereof), and Borrower shall, and shall cause Counterparty to, deliver to Collateral Administrative Agent an a fully executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Collateral Administrative Agent (for the benefit of Lender) Lenders and require that payments be paid deposited directly into an account pledged to Collateral Agent (for the benefit of Lender) as provided above in this Section 2.2.7Cash Management Account). Provided no Event of Default has occurred and is continuing, amounts contained in the foregoing pledged account shall be released to Borrower on a monthly basis to the extent not applied toward debt service on the Loan.

Interest Rate Cap Agreement. Borrower shall, on or prior to the Second Amendment Date, (a) The Interest Rate Cap Agreement in effect on the Closing Date has a LIBOR strike price equal to the Strike Price and a scheduled termination date of the Initial Maturity Date. The obtain an Interest Rate Cap Agreement (i) is in a form and substance reasonably acceptable to Lender, (ii) is with an Acceptable Counterparty, (iii) directs such Acceptable Counterparty to pay directly to an account pledged to Lender any amounts due Borrower under such the “Initial Interest Rate Cap Agreement unless Agreement”) with a term expiring no earlier than the first anniversary of the Second Amendment Date, with an Approved Counterparty and until otherwise instructed by Lender having a strike rate (it being agreed as between Lender the “Strike Price”) equal to (or, at Borrower’s option, lower than) three and Borrower that Lender will so instruct the Counterparty at such time as the Debt shall no longer exist, provided that the Debt shall be deemed to exist if the Properties are transferred by judicial or non-judicial foreclosure or deed-in-lieu thereoffifteen hundredths percent (3.15%), and (ivb) has a notional amount at least equal to the principal balance of the Loan outstanding on the Closing Date (it being understood that the notional amount of the Interest Rate Cap Agreement may be reduced, from time to time, as the principal balance of the Loan is reduced (in the amounts of such reduction in principal) pursuant to clause (g) below). Borrower shall collaterally assign to Collateral Agent (Administrative Agent, for the benefit of Lender)the Lenders, pursuant to the Collateral an Assignment of Interest Rate Cap Agreement, all of its right, title and interest to receive any and all payments under such Interest Rate Cap Agreement. Prior to the expiration of the Initial Interest Rate Cap Agreement, Borrower shall either (i) extend the term of the Initial Interest Rate Cap Agreement to a date not earlier than the Initial Maturity Date, or (ii) (x) purchase a new Interest Rate Cap Agreement with a term expiring no earlier than the Initial Maturity Date and shall deliver (y) collaterally assign to Collateral Agent Administrative Agent, for the benefit of the Lenders, pursuant to an executed counterpart Assignment of Interest Rate Cap Agreement, all of its right, title and interest to receive any and all payments under such new Interest Rate Cap Agreement. Upon the occurrence of an Alternative Rate Trigger, Borrower shall, within ten (10) Business Days after conversion of all or a portion of the Loan to an Alternative Rate Loan: (i) provide an Interest Rate Cap Agreement which has the effect of capping the Alternative Rate Index rate at a strike price equal to (or, at Borrower’s option, lower than) the Alternative Rate Strike Price; and (ii) collaterally assign to Administrative Agent, for the benefit of the Lenders, pursuant to an Assignment of Interest Rate Cap Agreement, all of its right, title and interest to receive any and all payments under such Interest Rate Cap Agreement Agreement. Notwithstanding the foregoing, if the Alternative Rate Index is not publicly recognized by ISDA as an alternative to Term SOFR (which shallor any other then-applicable Rate Index) and/or ISDA has not approved an amendment to hedge agreements generally providing such Alternative Rate Index as a standard alternative to Term SOFR (or any other then-applicable Rate Index), Borrower shall purchase such other hedging product as reasonably determined by its termsAdministrative Agent or, authorize the assignment to Collateral Agent (for the benefit of Lender) and require that payments be paid directly into an account pledged to Collateral Agent (for the benefit of Lender) as provided above in this Section 2.2.7). Provided no Event of Default has occurred and is continuing, amounts contained in the foregoing pledged account event such product is not commercially available, Borrower and Administrative Agent shall be released cooperate to Borrower on find a monthly basis mutually agreeable alternative to an Interest Rate Cap Agreement that would afford the extent not applied toward debt service on applicable Lender(s) substantially equivalent protection from increases in the Loaninterest rate.”

Interest Rate Cap Agreement. (a) The Prior to or contemporaneously with the Closing Date, Borrower shall enter into an Interest Rate Cap Agreement in effect on the Closing Date has with a LIBOR strike price rate equal to the Strike Price and a scheduled termination date of the Initial Maturity DateRate. The Interest Rate Cap Agreement (i) is shall at all times be in a form and substance reasonably acceptable to Lender, (ii) is shall at all times be with an Acceptable a Counterparty, (iii) directs shall at all times be for a period up to and including the end of the Interest Accrual Period applicable to the then applicable Maturity Date, and (iv) shall at all times have a notional amount equal to or greater than the principal balance of the Loan and shall at all times provide for the applicable LIBOR strike rate to be equal to the Strike Rate. Borrower shall direct such Acceptable Counterparty to pay deposit directly to an account pledged to Lender into the Cash Management Account (as defined in the Mortgage Loan Agreement) any amounts due Borrower under such Interest Rate Cap Agreement unless and until otherwise instructed by Lender (it being agreed so long as between Lender and Borrower that Lender will so instruct the Counterparty at such time as any portion of the Debt shall no longer existis outstanding, provided that the Debt shall be deemed to exist be outstanding if the Properties are Collateral is transferred by judicial or non-judicial foreclosure or deedassignment-in-lieu thereof). Additionally, and (iv) has a notional amount at least equal to the principal balance of the Loan outstanding on the Closing Date (it being understood that the notional amount of the Interest Rate Cap Agreement may be reduced, from time to time, as the principal balance of the Loan is reduced (in the amounts of such reduction in principal) pursuant to clause (g) below). Borrower shall collaterally assign to Collateral Agent (for the benefit of Lender), pursuant to the Collateral Assignment of Interest Rate Cap Agreement, all of its right, title and interest in and to the Interest Rate Cap Agreement (and any replacements thereof), including, without limitation, its right to receive any and all payments under the Interest Rate Cap AgreementAgreement (and any replacements thereof), and Borrower shall, and shall cause Counterparty to, deliver to Collateral Agent an Lender a fully executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Collateral Agent (for the benefit of Lender) Lender and require that payments be paid deposited directly into an account pledged to Collateral Agent the Cash Management Account (for the benefit of Lender) as provided above in this Section 2.2.7). Provided no Event of Default has occurred and is continuing, amounts contained defined in the foregoing pledged account shall be released to Borrower on a monthly basis to the extent not applied toward debt service on the LoanMortgage Loan Agreement).

Interest Rate Cap Agreement. (a) The Prior to or contemporaneously with the Closing Date, Borrower shall enter into an Interest Rate Cap Agreement in effect on the Closing Date has with a LIBOR strike price rate equal to the Strike Price and a scheduled termination date of the Initial Maturity DateRate. The Interest Rate Cap Agreement (i) is shall at all times be in a form and substance reasonably acceptable to Lender, (ii) is shall at all times be with an Acceptable a Counterparty, (iii) directs shall at all times be for a duration at least equal to the end of the Interest Accrual Period in which the then current Stated Maturity Date occurs, and (iv) shall at all times have a notional amount equal to or greater than the principal balance of the Loan and shall at all times provide for the applicable LIBOR strike rate to be equal to the Strike Rate. Borrower shall direct such Acceptable Counterparty to pay deposit directly to an account pledged to Lender into the Restricted Account any amounts due Borrower under such Interest Rate Cap Agreement unless and until otherwise instructed by Lender (it being agreed so long as between Lender and Borrower that Lender will so instruct the Counterparty at such time as any portion of the Debt shall no longer existis outstanding, provided that the Debt shall be deemed to exist be outstanding if the Properties are Property is transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof). Additionally, and (iv) has a notional amount at least equal to the principal balance of the Loan outstanding on the Closing Date (it being understood that the notional amount of the Interest Rate Cap Agreement may be reduced, from time to time, as the principal balance of the Loan is reduced (in the amounts of such reduction in principal) pursuant to clause (g) below). Borrower shall collaterally assign to Collateral Agent (for the benefit of Lender), pursuant to the Collateral Assignment of Interest Rate Cap Agreement, all of its right, title and interest in and to the Interest Rate Cap Agreement (and any replacements thereof), including, without limitation, its right to receive any and all payments under the Interest Rate Cap AgreementAgreement (and any replacements thereof), and Borrower shall, and shall cause Counterparty to, deliver to Collateral Agent an Lender a fully executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Collateral Agent (for the benefit of Lender) Lender and require that payments be paid deposited directly into an account pledged to Collateral Agent (for the benefit of Lender) as provided above in this Section 2.2.7Restricted Account). Provided no Event of Default has occurred and is continuing, amounts contained in the foregoing pledged account shall be released to Borrower on a monthly basis to the extent not applied toward debt service on the Loan.

Interest Rate Cap Agreement. If Term SOFR in effect on any date is greater than or equal to 3.0%, the Borrower shall within thirty (a30) The days thereafter (i) enter into and maintain in full force and effect one or more Interest Rate Caps, each with an Eligible Interest Rate Cap Provider and each of which satisfies the definition of Eligible Interest Rate Cap Agreement in effect on and the Closing Date has a LIBOR strike price equal to the Strike Price and a scheduled termination date of the Initial Maturity Date. The Interest Rate Cap Agreement (i) is in a form and substance reasonably acceptable to Lender, (ii) is with an Acceptable Counterparty, (iii) directs such Acceptable Counterparty to pay directly to an account pledged to Lender any amounts due Borrower under such Interest Rate Cap Agreement unless and until otherwise instructed by Lender (it being agreed as between Lender and Borrower that Lender will so instruct the Counterparty at such time as the Debt shall no longer exist, provided that the Debt shall be deemed to exist if the Properties are transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof), and (iv) has a aggregate notional amount of which, when taken together, is at least equal to the principal balance aggregate Commitments, and shall comply with the terms thereof, and (ii) assign to the Administrative Agent, for the equal and ratable benefit of the Loan outstanding on Administrative Agent and Lenders, all of the Closing Date (it being understood Borrower’s right and title to and interest in each Interest Rate Cap, such that the notional amount of Administrative Agent shall have the right to enforce the Borrower’s rights and remedies under each Interest Rate Cap Agreement may be reduced, from time to time, as the principal balance of the Loan is reduced (in the amounts of such reduction in principal) pursuant to clause (g) below). Borrower shall collaterally assign to Collateral Agent (for the benefit of Lender)the Administrative Agent and the Lenders, pursuant but without any obligation on the part of the Administrative Agent, the Lenders or any of their respective Affiliates, to perform any of the Collateral Assignment obligations of the Borrower under an Interest Rate Cap Agreement, which collateral assignment shall terminate upon the repayment of all of its rightamounts owing under this Agreement; provided, title and interest however that if (i) any Interest Rate Cap Provider ceases to receive be an Eligible Interest Rate Cap Provider or (ii) any and all payments Interest Rate Cap Provider fails to make a payment when due under the applicable Interest Rate Cap, the Borrower shall within thirty (30) days (x) cause such Person to assign its obligations under the related Interest Rate Cap to a new Eligible Interest Rate Cap Provider or (y) obtain a substitute Eligible Interest Rate Cap Agreement with an Eligible Interest Rate Cap Provider, including the related Eligible Interest Rate Cap Provider’s acknowledgment of the collateral assignment by the Borrower to the Administrative Agent of such Eligible Interest Rate Cap Agreement, and shall deliver to Collateral Agent an executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Collateral Agent (for the benefit of Lender) and require that payments be paid directly into an account pledged to Collateral Agent (for the benefit of Lender) as provided above in this Section 2.2.7). Provided no Event of Default has occurred and is continuing, amounts contained in the foregoing pledged account shall be released to Borrower on a monthly basis to the extent not applied toward debt service on the Loan.

Interest Rate Cap Agreement. (a) The Prior to or contemporaneously with the Closing Date, Borrower shall enter into an Interest Rate Cap Agreement in effect on the Closing Date has with a LIBOR strike price rate equal to the Strike Price and a scheduled termination date of the Initial Maturity DateRate. The Interest Rate Cap Agreement (i) is shall at all times be in a form and substance reasonably acceptable to Lender, (ii) is shall at all times be with an Acceptable a Counterparty, (iii) directs shall at all times be for a period equal to the term of the Loan, and (iv) shall at all times have a notional amount equal to or greater than the principal balance of the Loan and shall at all times provide for the applicable LIBOR strike rate to be equal to the Strike Rate. Borrower shall direct such Acceptable Counterparty to pay deposit directly to an account pledged to into the Cash Management Account (or, if the Cash Management Account is not then activated, into such other Account as Lender may designate) any amounts due Borrower under such Interest Rate Cap Agreement unless and until otherwise instructed by Lender (it being agreed so long as between Lender and Borrower that Lender will so instruct the Counterparty at such time as any portion of the Debt shall no longer existis outstanding, provided that the Debt shall be deemed to exist be outstanding if the Properties are Property is transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof). Additionally, and (iv) has a notional amount at least equal to the principal balance of the Loan outstanding on the Closing Date (it being understood that the notional amount of the Interest Rate Cap Agreement may be reduced, from time to time, as the principal balance of the Loan is reduced (in the amounts of such reduction in principal) pursuant to clause (g) below). Borrower shall collaterally assign to Collateral Agent (for the benefit of Lender), pursuant to the Collateral Assignment of Interest Rate Cap Agreement, all of its right, title and interest in and to the Interest Rate Cap Agreement (and any replacements thereof), including, without limitation, its right to receive any and all payments under the Interest Rate Cap AgreementAgreement (and any replacements thereof), and Borrower shall, and shall cause Counterparty to, deliver to Collateral Agent an Lender a fully executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Collateral Agent (for the benefit of Lender) Lender and require that payments be paid deposited directly into an account pledged to Collateral Agent (for the benefit of Lender) as provided above in this Section 2.2.7Cash Management Account). Provided no Event of Default has occurred and is continuing, amounts contained in the foregoing pledged account shall be released to Borrower on a monthly basis to the extent not applied toward debt service on the Loan.

Interest Rate Cap Agreement. If the LIBO Rate in effect on any date is greater than or equal to 3.0%, the Borrower shall within thirty (a30) The days thereafter (i) enter into and maintain in full force and effect one or more Interest Rate Caps, each with an Eligible Interest Rate Cap Provider and each of which satisfies the definition of Eligible Interest Rate Cap Agreement in effect on and the Closing Date has a LIBOR strike price equal to the Strike Price and a scheduled termination date of the Initial Maturity Date. The Interest Rate Cap Agreement (i) is in a form and substance reasonably acceptable to Lender, (ii) is with an Acceptable Counterparty, (iii) directs such Acceptable Counterparty to pay directly to an account pledged to Lender any amounts due Borrower under such Interest Rate Cap Agreement unless and until otherwise instructed by Lender (it being agreed as between Lender and Borrower that Lender will so instruct the Counterparty at such time as the Debt shall no longer exist, provided that the Debt shall be deemed to exist if the Properties are transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof), and (iv) has a aggregate notional amount of which, when taken together, is at least equal to the principal balance aggregate Commitments, and shall comply with the terms thereof, and (ii) assign to the Administrative Agent, for the equal and ratable benefit of the Loan outstanding on Administrative Agent and Lenders, all of the Closing Date (it being understood Borrower’s right and title to and interest in each Interest Rate Cap, such that the notional amount of Administrative Agent shall have the right to enforce the Borrower’s rights and remedies under each Interest Rate Cap Agreement may be reduced, from time to time, as the principal balance of the Loan is reduced (in the amounts of such reduction in principal) pursuant to clause (g) below). Borrower shall collaterally assign to Collateral Agent (for the benefit of Lender)the Administrative Agent and the Lenders, pursuant but without any obligation on the part of the Administrative Agent, the Lenders or any of their respective Affiliates, to perform any of the Collateral Assignment obligations of the Borrower under an Interest Rate Cap Agreement, which collateral assignment shall terminate upon the repayment of all of its rightamounts owing under this Agreement; provided, title and interest however that if (i) any Interest Rate Cap Provider ceases to receive be an Eligible Interest Rate Cap Provider or (ii) any and all payments Interest Rate Cap Provider fails to make a payment when due under the applicable Interest Rate Cap, the Borrower shall within thirty (30) days (x) cause such Person to assign its obligations under the related Interest Rate Cap to a new Eligible Interest Rate Cap Provider or (y) obtain a substitute Eligible Interest Rate Cap Agreement with an Eligible Interest Rate Cap Provider, including the related Eligible Interest Rate Cap Provider’s acknowledgment of the collateral assignment by the Borrower to the Administrative Agent of such Eligible Interest Rate Cap Agreement, and shall deliver to Collateral Agent an executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Collateral Agent (for the benefit of Lender) and require that payments be paid directly into an account pledged to Collateral Agent (for the benefit of Lender) as provided above in this Section 2.2.7). Provided no Event of Default has occurred and is continuing, amounts contained in the foregoing pledged account shall be released to Borrower on a monthly basis to the extent not applied toward debt service on the Loan.

Interest Rate Cap Agreement. (a) The Prior to or contemporaneously with the Closing Date, Borrower shall enter into an Interest Rate Cap Agreement in effect on the Closing Date has with a LIBOR strike price equal to the Strike Price and a scheduled termination date of the Initial Maturity DatePrice. The Interest Rate Cap Agreement (i) is shall at all times be in a form and substance reasonably acceptable to Lender, (ii) is shall at all times be with an Acceptable Counterparty, (iii) directs shall direct such Acceptable Counterparty to pay deposit directly to an account pledged to Lender into the Property Account any amounts due Borrower under such Interest Rate Cap Agreement unless and until otherwise instructed by Lender (it being agreed so long as between Lender and Borrower that Lender will so instruct the Counterparty at such time as any portion of the Debt shall no longer existexists, provided that the Debt shall be deemed to exist if the Properties are transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof), (iv) shall be for a period equal to the term of the Loan, and (ivv) has shall at all times have a notional amount at least equal to not less than the outstanding principal balance of the Loan outstanding on the Closing Date (it being understood that the notional amount of the Interest Rate Cap Agreement may be reduced, from time to time, as the principal balance of the Loan is reduced (in the amounts of such reduction in principal) pursuant to clause (g) below)Loan. Borrower shall collaterally assign to Collateral Agent (for the benefit of 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 Cap Agreement, and shall deliver to Collateral Agent Lender an executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Collateral Agent (for the benefit of Lender) Lender and require that payments be paid deposited directly into an account pledged to Collateral Agent (for the benefit Property Account) and shall notify the Counterparty of such assignment. At such time as the Loan is repaid in full, all of Lender) as provided above in this Section 2.2.7). Provided no Event of Default has occurred ’s right, title and is continuing, amounts contained interest in the foregoing pledged account Interest Rate Agreement shall terminate and Lender shall promptly execute and deliver at Borrower’s sole cost and expense, such documents as may be released required to Borrower on a monthly basis evidence Lender’s release of the Interest Rate Agreement and to notify the extent not applied toward debt service on the LoanCounterparty of such release.

Interest Rate Cap Agreement. (a) The Prior to or contemporaneously with the Closing Date, Borrower shall enter into an Interest Rate Cap Agreement in effect on the Closing Date has with a LIBOR (or Prime Rate or Alternate Rate, as applicable) strike price rate equal to the Strike Price and a scheduled termination date of the Initial Maturity DateRate. The Interest Rate Cap Agreement (i) is shall at all times be in a form and substance reasonably acceptable to Lender, (ii) is shall at all times be with an Acceptable a Counterparty, (iii) directs shall at all times be for a duration at least equal to the end of the Interest Accrual Period in which the then current Maturity Date occurs, and (iv) shall at all times have a notional amount (in the aggregate of the notional amounts provided in all such Acceptable agreements) equal to or greater than the outstanding principal balance of the Loan and shall at all times provide for the applicable LIBOR (or Prime Rate or Alternate Rate, as applicable) strike rate to be equal to the Strike Rate. Borrower shall direct such Counterparty to pay deposit directly to an account pledged to Lender into the Cash Management Account any amounts due Borrower under such Interest Rate Cap Agreement unless and until otherwise instructed by Lender (it being agreed so long as between Lender and Borrower that Lender will so instruct the Counterparty at such time as any portion of the Debt shall no longer existis outstanding, provided that the Debt shall be deemed to exist be outstanding if the Properties are Property is transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof). Additionally, and (iv) has a notional amount at least equal to the principal balance of the Loan outstanding on the Closing Date (it being understood that the notional amount of the Interest Rate Cap Agreement may be reduced, from time to time, as the principal balance of the Loan is reduced (in the amounts of such reduction in principal) pursuant to clause (g) below). Borrower shall collaterally assign to Collateral Agent (for the benefit of Lender), pursuant to the Collateral Assignment of Interest Rate Cap Agreement, all of its right, title and interest in and to the Interest Rate Cap Agreement (and any replacements thereof), including, without limitation, its right to receive any and all payments under the Interest Rate Cap AgreementAgreement (and any replacements thereof), and Borrower shall, and shall cause Counterparty to, deliver to Collateral Agent an Lender a fully executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Collateral Agent (for the benefit of Lender) Lender and require that payments be paid deposited directly into an account pledged to Collateral Agent (for the benefit of Lender) as provided above in this Section 2.2.7Cash Management Account). Provided no Event of Default has occurred and is continuing, amounts Notwithstanding anything contained in the foregoing pledged account shall be released to Borrower on a monthly basis herein to the extent not applied toward debt service on contrary, the Loaninitial Interest Rate Cap Agreement was purchased by RVT Noble Town Center LLC, RVT Newnan Crossing LLC and DDR Norte LLC, S.E., each as nominee for itself and the other Borrowers.

Interest Rate Cap Agreement. (a) The On or prior to 5:00 p.m. (New York time) on the Original Closing Date, Borrower shall enter into an Interest Rate Cap Agreement in effect on the Closing Date has with a LIBOR strike price equal to the required Strike Price and a scheduled termination date of the Initial Maturity DatePrice. The Interest Rate Cap Agreement (i) is shall be in a form and substance reasonably acceptable to Lender, (ii) is shall be with an Acceptable Counterparty, (iii) directs shall direct such Acceptable Counterparty to pay deposit directly to with Lender (or into an account pledged to Lender or otherwise as directed by Lender) any amounts due Borrower under such Interest Rate Cap Agreement unless and until otherwise instructed by Lender (it being agreed as between Lender and Borrower that Lender will so instruct the Counterparty at such time as the Debt shall no longer exist, provided that the Debt shall be deemed to exist if the Properties are Collateral is transferred by judicial secured party sale or non-judicial foreclosure or deed-in-lieu thereofotherwise), and (iv) has shall be for a period equal to the term of the Loan and (v) shall have an initial notional amount at least equal to the principal balance of the Loan outstanding on the Closing Date (it being understood that the notional amount of the Interest Rate Cap Agreement may be reduced, from time to time, as the principal balance of the Loan is reduced (in the amounts of such reduction in principal) pursuant to clause (g) below)Loan. Borrower shall collaterally assign to Collateral Agent (for the benefit of 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 Cap Agreement, and shall deliver to Collateral Agent Lender an executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Collateral Agent (for the benefit of Lender) Lender and require that payments be paid directly into an account pledged to Collateral Agent (for the benefit of Lender) Lender as provided above in this Section 2.2.7). Provided no Event of Default has occurred and is continuing, amounts contained in the foregoing pledged account shall be released to Borrower on a monthly basis to the extent not applied toward debt service on the Loan.

Interest Rate Cap Agreement. (a) The On or prior to 5:00 p.m. (New York time) on the Original Closing Date, Borrower shall enter into an Interest Rate Cap Agreement in effect on the Closing Date has with a LIBOR strike price equal to the required Strike Price and a scheduled termination date of the Initial Maturity DatePrice. The Interest Rate Cap Agreement (i) is shall be in a form and substance reasonably acceptable to Lender, (ii) is shall be with an Acceptable Counterparty, (iii) directs shall direct such Acceptable Counterparty to pay directly to an account pledged to Lender any amounts due Borrower under such Interest Rate Cap Agreement unless and until otherwise instructed by Lender (it being agreed as between Lender and Borrower that Lender will so instruct the Counterparty at such time as the Debt shall no longer exist, provided that the Debt shall be deemed to exist if the Properties are transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof), and (iv) has shall be for a period equal to the term of the Loan and (v) shall have an initial notional amount at least equal to the principal balance of the Loan outstanding on the Closing Date (it being understood that the notional amount of the Interest Rate Cap Agreement may be reduced, from time to time, as the principal balance of the Loan is reduced (in the amounts of such reduction in principal) pursuant to clause (g) below)Loan. Borrower shall collaterally assign to Collateral Agent (for the benefit of 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 Cap Agreement, and shall deliver to Collateral Agent Lender an executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Collateral Agent (for the benefit of Lender) Lender and require that payments be paid directly into an account pledged to Collateral Agent (for the benefit of Lender) Lender as provided above in this Section 2.2.7). Provided no Event of Default has occurred and is continuing, amounts contained in the foregoing pledged account shall be released to Borrower on a monthly basis to the extent not applied toward debt service on the Loan.

Interest Rate Cap Agreement. (a) The Prior to or contemporaneously with the Closing Date, Borrower shall enter into an Interest Rate Cap Agreement in effect on with respect to each Component of the Closing Date has Loan, which Interest Rate Cap Agreement shall have components corresponding to each Component of the Loan each with a LIBOR strike price equal to the Strike Price and a scheduled termination date of its related Component of the Initial Maturity DateLoan. The Interest Rate Cap Agreement (i) is shall at all times be in a form and substance reasonably acceptable to Lender, (ii) is shall at all times be with an Acceptable Counterparty, (iii) directs shall direct such Acceptable Counterparty to pay deposit directly to an account pledged to Lender into the Cash Management Account any amounts due Borrower under such Interest Rate Cap Agreement unless and until otherwise instructed by Lender (it being agreed so long as between Lender and Borrower that Lender will so instruct the Counterparty at such time as any portion of the Debt shall no longer existremains outstanding, provided that the Debt shall be deemed to exist be outstanding if the Properties are transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof), (iv) shall be for a period equal to the term of the Loan, and (ivv) has each component of the Interest Rate Cap Agreement shall at all times have a notional amount at least equal to or greater than the principal balance of the Loan outstanding on related Component of the Closing Date (it being understood Loan; provided, however, that the notional amount of each component of the Interest Rate Cap Agreement may be reduced, reduced from time to time, as time to equal the outstanding principal balance of the related Component in connection with any prepayment of the principal of any of the Components of the Loan is reduced (in the amounts of such reduction in principal) pursuant to clause (g) below)accordance with Section 2.4.1 hereof. Borrower shall collaterally assign to Collateral Agent (for the benefit of Lender), pursuant to the Collateral Assignment of Interest Rate Cap Agreement (the “Assignment of Interest Rate Cap Agreement”), all of its right, title and interest to receive any and all payments under the Interest Rate Cap Agreement, and shall deliver to Collateral Agent Lender an executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Collateral Agent (for the benefit of Lender) Lender and require that payments be paid deposited directly into an account pledged to Collateral Agent (for the benefit Cash Management Account) and shall notify the Acceptable Counterparty of such assignment. At such time as the Loan is repaid in full, all of Lender) as provided above in this Section 2.2.7). Provided no Event of Default has occurred ’s right, title and is continuing, amounts contained interest in the foregoing pledged account Interest Rate Cap Agreement shall terminate and Lender shall execute and deliver such documents as may be released required to Borrower on a monthly basis evidence Lender’s release of the Interest Rate Cap Agreement and to notify the extent not applied toward debt service on the LoanCounterparty of such release.

Interest Rate Cap Agreement. (a) The Borrower shall deliver confirmation to Lender’s reasonable satisfaction of the purchase of an Interest Rate Cap Agreement in effect on the Closing Date has and shall enter into an Interest Rate Cap Agreement with a LIBOR strike price equal to the Strike Price and a scheduled termination date of within five (5) Business Days after the Initial Maturity Closing Date. The Interest Rate Cap Agreement (i) is shall be in a form and substance reasonably acceptable to Lender, (ii) is shall be with an Acceptable Counterparty, (iii) directs except as otherwise provided in the last sentence of this Section 2.2.7(a), shall direct such Acceptable Counterparty to pay deposit directly to an account pledged to Lender into the Cash Management Account any amounts due Borrower under such Interest Rate Cap Agreement unless and until otherwise instructed by Lender (it being agreed so long as between Lender and Borrower that Lender will so instruct the Counterparty at such time as any portion of the Debt shall no longer existremains outstanding, provided that the Debt shall be deemed to exist if the Properties are transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof), and (iv) has shall be for a period equal to the term of the Loan and (v) shall have an initial notional amount at least equal to the principal balance of the Loan outstanding on the Closing Date (it being understood that the notional amount of the Interest Rate Cap Agreement may be reduced, from time to time, as the principal balance of the Loan is reduced (in the amounts of such reduction in principal) pursuant to clause (g) below)Loan. Borrower shall collaterally assign to Collateral Agent (for the benefit of Lender), pursuant to the Collateral Assignment of Interest Rate Cap Agreement, all of its right, title and interest in and to receive any and all payments under the Interest Rate Cap Agreement, and shall deliver to Collateral Agent Lender an executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Collateral Agent (for the benefit of Lender) Lender and require that payments be paid deposited directly into an account pledged to Collateral Agent (for the benefit of Lender) as provided above in this Section 2.2.7Cash Management Account). Provided Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, so long as no monetary Default or Event of Default has occurred and is continuing, amounts contained upon a reduction in the foregoing pledged account outstanding principal balance of the Loan as a result of any principal prepayment hereunder, Borrower shall be released entitled to promptly (1) reduce the Notional Amount (as defined in the Interest Rate Cap Agreement) by an amount equal to such reduction in the outstanding principal balance of the Loan; (2) deliver to Lender a copy of the amendment to the Interest Rate Cap Agreement effecting such reduction; and (3) receive and retain any partial termination payment due to Borrower on a monthly basis to in connection with such reduction of the extent not applied toward debt service on the LoanNotional Amount.

Interest Rate Cap Agreement. (a) The Prior to or contemporaneously with the Closing Date, Borrower shall enter into an Interest Rate Cap Agreement in effect on the Closing Date has with a LIBOR Benchmark strike price rate equal to the Strike Price and a scheduled termination date of the Initial Maturity DateRate. The Interest Rate Cap Agreement (i) is shall at all times be in a form and substance reasonably acceptable to Lender, (ii) is shall at all times be with an Acceptable a Counterparty, (iii) directs shall at all times be for a period equal to the term of the Loan, and (iv) shall at all times have a notional amount equal to or greater than the face amount of the Note and shall at all times provide for the applicable Benchmark strike rate to be equal to the Strike Rate. Borrower shall direct such Acceptable Counterparty to pay deposit directly to an account pledged to into the Interest Rate Cap Reserve Account (or into such other Account as Lender may designate) any amounts due Borrower under such Interest Rate Cap Agreement unless and until otherwise instructed by Lender (it being agreed so long as between Lender and Borrower that Lender will so instruct the Counterparty at such time as any portion of the Debt shall no longer existis outstanding, provided that the Debt shall be deemed to exist be outstanding if the Properties are Property is transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof). Additionally, and (iv) has a notional amount at least equal to the principal balance of the Loan outstanding on the Closing Date (it being understood that the notional amount of the Interest Rate Cap Agreement may be reduced, from time to time, as the principal balance of the Loan is reduced (in the amounts of such reduction in principal) pursuant to clause (g) below). Borrower shall collaterally assign to Collateral Agent (for the benefit of Lender), pursuant to the Collateral Assignment of Interest Rate Cap Agreement, all of its right, title and interest in and to the Interest Rate Cap Agreement (and any replacements thereof), including, without limitation, its right to receive any and all payments under the Interest Rate Cap AgreementAgreement (and any replacements thereof), and Borrower shall, and shall cause Counterparty to, deliver to Collateral Agent an Lender a fully executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Collateral Agent (for the benefit of Lender) Lender and require that payments be paid deposited directly into the Interest Rate Cap Reserve Account, or into such other Account as Lender may designate). (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 immediately into the Interest Rate Cap Reserve Account (or into such other Account as Lender may designate). Borrower shall take all actions reasonably requested by Lender to enforce Xxxxxx’s rights under the Interest Rate Cap 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 rating of the Counterparty by any Rating Agency below (i) a long term rating of “A-” by S&P or (ii) a long term rating of “A3” by Xxxxx’x, Borrower shall (x) replace the Interest Rate Cap Agreement not later than ten (10) Business Days following receipt of notice of such downgrade, withdrawal or qualification with an account pledged Interest Rate Cap Agreement in form and substance reasonably satisfactory to Collateral Agent Lender (for and meeting the benefit of Lender) as provided above requirements set forth in this Section 2.2.7). Provided no Event of Default has occurred 2.8) (a “Replacement Interest Rate Cap Agreement”) from a Counterparty reasonably acceptable to Lender having a Minimum Counterparty Rating or (y) if provided for in such Interest Rate Cap Agreement, cause the Counterparty to deliver collateral to secure Borrower’s exposure under the Interest Rate Cap Agreement in such amount and is continuing, amounts contained in the foregoing pledged account shall be released pursuant to Borrower on a monthly basis such terms as are acceptable to the extent not applied toward debt service on the LoanRating Agencies.

Interest Rate Cap Agreement. On or before the "Rate Adjustment Date" (as defined in the Loan A Note), or on or before any other date on which the Loan A commences bearing interest at the "Extension Rate" under the Loan A Note, and thereafter as a condition precedent to any Subsequent Advance that will result in the aggregate amount of outstanding Subsequent Advances totaling at least $10,000,000 (excluding any Subsequent Advances already covered by a Cap Agreement assigned to Collateral Agent), and as a condition precedent to the final Subsequent Advance, Borrower shall enter into and at all times thereafter maintain an interest rate cap agreement ("Cap Agreement") in connection with the Loans and Loan A. Each Cap Agreement shall have a notional amount not less than the sum of (1) the portion of the outstanding principal balance of the Loans then bearing interest at the Libor-based Rate and not covered by another Cap Agreement, plus (2) the outstanding principal balance of Loan A, and shall have a strike price of, or shall otherwise cap Borrower's LIBOR Rate exposure at, the greater of (a) The Interest 3.29% or (b) an amount which, when included within the Libor-based Rate Cap Agreement in effect on and the Closing Date has a LIBOR strike price equal to "Extension Rate" under the Strike Price and a scheduled termination date of the Initial Maturity Date. The Interest Rate Cap Agreement (i) is Loan A Note, would result in a form and substance reasonably acceptable Debt Service Coverage Ratio of 1.10 to Lender, 1.0 (ii) is with an Acceptable Counterparty, (iii) directs such Acceptable Counterparty to pay directly to an account pledged to Lender any amounts due Borrower under such Interest Rate Cap Agreement unless and until otherwise instructed by Lender (it being agreed as between Lender and Borrower provided that Lender will so instruct the Counterparty at such time as in calculating the Debt shall no longer existService Coverage Ratio for purposes of this Section 5.1, provided that the Debt "Lender Verified NOI" (as defined in the Mortgages) shall be deemed to exist include the undrawn and available amount under the Letter of Credit, if the Properties Letter of Credit is then held by Collateral Agent, and shall be deemed to include the funds then on deposit in the TI/LC/Capex/DS Reserve that are transferred by judicial or non-judicial foreclosure or deed-in-lieu thereofavailable for payment of debt service on the Loan, subject to the "DS Cap" described in the Notes). The form of each Cap Agreement required pursuant to this Section, and the counterparty to each Cap Agreement (the "Counterparty"), and (iv) has a notional amount at least equal to the principal balance of the Loan outstanding on the Closing Date (it being understood that the notional amount of the Interest Rate Cap Agreement may shall be reduced, from time to time, as the principal balance of the Loan is reduced (in the amounts of such reduction in principal) pursuant to clause (g) below). Borrower shall collaterally assign reasonably satisfactory to Collateral Agent (for and shall otherwise satisfy the benefit of Lenderratings criteria set forth below), pursuant to the Collateral Assignment of Interest Rate . Concurrently with entering into each Cap Agreement, all of its right, title and interest to receive any and all payments under the Interest Rate Cap Agreement, and Borrower also shall deliver to Collateral Agent an executed counterpart of such Interest Rate Cap Security Agreement covering such Cap Agreement, duly executed and delivered by Borrower in favor of Collateral Agent, together with the consent of the Counterparty to such collateral assignment. Each Counterparty shall be rated at least AA by Standard & Poor's and Aa2 by Moody's. If the rating of any Counterparty is at any time downgraded below AA- (Standard & Poor's) or Aa3 (Moody's), then Borrower shall obtain a substitute Cap Agreement with a third party provider rated at least AA by Standard & Poor's and Aa2 by Moody's, which shallsubstitute Cap Agreement shall otherwise comply with the foregoing provisions of this Section. If Borrower is required by the foregoing provisions to obtain a Cap Agreement during the fourth Loan Year, Borrower may satisfy this obligation by its terms, authorize obtaining a series of 3-month Cap Agreements that satisfy the assignment foregoing requirements (including the requirement that each such Cap Agreement be assigned to Collateral Agent (for Agent), so long as each new Cap Agreement is obtained on or before the benefit expiration date of Lender) and require that payments be paid directly into an account pledged to Collateral Agent (for the benefit of Lender) as provided above in this Section 2.2.7)previous Cap Agreement. Provided no Event of Default has occurred and is continuingHowever, amounts contained beginning in the foregoing pledged account fifth Loan Year, each Cap Agreement shall be released to Borrower on for a monthly basis to the extent term of not applied toward debt service on the Loanless than one (1) year.

Interest Rate Cap Agreement. (a) The Prior to or contemporaneously with the Closing Date, Borrower shall enter into an Interest Rate Cap Agreement in effect on the Closing Date has with a LIBOR strike price equal to the Strike Price and a scheduled termination date of the Initial Maturity DatePrice. The Interest Rate Cap Agreement (i) is shall at all times be in a form and substance reasonably acceptable to Lender, (ii) is shall at all times be with an Acceptable Counterparty, (iii) directs shall direct such Acceptable Counterparty to pay deposit directly to an account pledged to Lender into the Mezzanine Debt Service Account any amounts due Borrower under such Interest Rate Cap Agreement unless and until otherwise instructed by Lender (it being agreed so long as between Lender and Borrower that Lender will so instruct the Counterparty at such time as any portion of the Debt shall no longer existremains outstanding, provided that the Debt shall be deemed to exist be outstanding if the Properties are Collateral is transferred by judicial secured party sale or non-judicial foreclosure or deed-in-lieu thereof)otherwise, (iv) shall be for a period equal to the term of the Loan, and (ivv) has shall at all times have a notional amount at least equal to or greater than the principal balance of the Loan outstanding on the Closing Date (it being understood Loan; provided, however, that the notional amount of the Interest Rate Cap Agreement may be reduced, reduced from time to time, as time in amounts equal to any prepayment of the principal balance of the Loan is reduced (in the amounts of such reduction in principal) pursuant to clause (g) below)accordance with Section 2.4.1 hereof and any scheduled amortization hereunder. Borrower shall collaterally assign to Collateral Agent (for the benefit of Lender), pursuant to the Collateral Assignment of Interest Rate Cap Agreement (the “Assignment of Interest Rate Cap Agreement”), all of its right, title and interest to receive any and all payments under the Interest Rate Cap Agreement, and shall deliver to Collateral Agent Lender an executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Collateral Agent (for the benefit of Lender) Lender and require that payments be paid deposited directly into an account pledged to Collateral Agent (for the benefit Mezzanine Debt Service Account) and shall notify the Acceptable Counterparty of such assignment. At such time as the Loan is repaid in full, all of Lender) as provided above in this Section 2.2.7). Provided no Event of Default has occurred ’s right, title and is continuing, amounts contained interest in the foregoing pledged account Interest Rate Cap Agreement shall terminate and Lender shall execute and deliver such documents as may be released required to Borrower on a monthly basis evidence Lender’s release of the Interest Rate Cap Agreement and to notify the extent not applied toward debt service on the LoanCounterparty of such release.

Interest Rate Cap Agreement. (a) The Prior to or contemporaneously with the Closing Date, Borrower shall have obtained (and thereafter maintain in effect until the Initial Maturity Date or until earlier repayment of the Loan in full) the Interest Rate Cap Agreement in effect on the Closing Date has a LIBOR strike price equal to the Strike Price and a scheduled termination date of the Initial Maturity DateAgreement. The Interest Rate Cap Agreement (i) is shall be in a form and substance reasonably acceptable to Lender, (ii) is shall at all times be with an Acceptable Counterparty, (iii) directs shall, by its terms or via the Collateral Assignment of Interest Rate Cap Agreement described below, direct such Acceptable Counterparty to pay deposit directly to an account pledged to Lender into the Cash Management Account any amounts due Borrower under such Interest Rate Cap Agreement unless and until otherwise instructed by Lender (it being agreed so long as between Lender and Borrower that Lender will so instruct the Counterparty at such time as any portion of the Debt shall no longer existexists, provided that the Debt shall be deemed to exist if the Properties are any Property is transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof), and (iv) has shall be for a period through the end of the Interest Period ending immediately following the Maturity Date and (v) shall at all times have a notional amount at least equal to or greater than the principal balance aggregate Component Outstanding Principal Balances of the Loan outstanding on Components and shall at all times provide for the Closing Date (it being understood that the notional amount of the Interest Rate Cap Agreement may be reduced, from time to time, as the principal balance of the Loan is reduced (in the amounts of such reduction in principal) pursuant to clause (g) below)applicable Strike Price. Borrower shall collaterally assign to Collateral Agent (for the benefit of Lender), pursuant to the Collateral Assignment of Interest Rate Cap Agreement between Borrower and Lender, dated as of the Closing Date (the “Collateral Assignment of Interest Rate Cap Agreement”), all of its right, title and interest to receive any and all payments under the Interest Rate Cap Agreement, and shall deliver to Collateral Agent Lender an executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Collateral Agent (for the benefit of Lender) Lender and require that payments be paid deposited directly into an account pledged to Collateral Agent (for the benefit Cash Management Account) and shall notify the Acceptable Counterparty of Lender) as provided above in this Section 2.2.7). Provided no Event of Default has occurred and is continuing, amounts contained in the foregoing pledged account shall be released to Borrower on a monthly basis to the extent not applied toward debt service on the Loansuch assignment.

Interest Rate Cap Agreement. (a) The Prior to or contemporaneously with the Closing Date, Borrower shall enter into an Interest Rate Cap Agreement in effect on the Closing Date has with a LIBOR strike price equal to the Strike Price and a scheduled termination date of the Initial Maturity DatePrice. The Interest Rate Cap Agreement (i) is shall at all times be in a form and substance reasonably acceptable to Lender, (ii) is shall at all times be with an Acceptable Counterparty, (iii) directs shall direct such Acceptable Counterparty to pay deposit directly to an account pledged to Lender into the Junior Mezzanine Debt Service Account any amounts due Borrower under such Interest Rate Cap Agreement unless and until otherwise instructed by Lender (it being agreed so long as between Lender and Borrower that Lender will so instruct the Counterparty at such time as any portion of the Debt shall no longer existremains outstanding, provided that the Debt shall be deemed to exist be outstanding if the Properties are Collateral is transferred by judicial secured party sale or non-judicial foreclosure or deed-in-lieu thereof)otherwise, (iv) shall be for a period equal to the term of the Loan, and (ivv) has shall at all times have a notional amount at least equal to or greater than the principal balance of the Loan outstanding on the Closing Date (it being understood Loan; provided, however, that the notional amount of the Interest Rate Cap Agreement may be reduced, reduced from time to time, as time in amounts equal to any prepayment of the principal balance of the Loan is reduced (in the amounts of such reduction in principal) pursuant to clause (g) below)accordance with Section 2.4.1 hereof and any scheduled amortization hereunder. Borrower shall collaterally assign to Collateral Agent (for the benefit of Lender), pursuant to the Collateral Assignment of Interest Rate Cap Agreement (the “Assignment of Interest Rate Cap Agreement”), all of its right, title and interest to receive any and all payments under the Interest Rate Cap Agreement, and shall deliver to Collateral Agent Lender an executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Collateral Agent (for the benefit of Lender) Lender and require that payments be paid deposited directly into an account pledged to Collateral Agent (for the benefit Junior Mezzanine Debt Service Account) and shall notify the Acceptable Counterparty of such assignment. At such time as the Loan is repaid in full, all of Lender) as provided above in this Section 2.2.7). Provided no Event of Default has occurred ’s right, title and is continuing, amounts contained interest in the foregoing pledged account Interest Rate Cap Agreement shall terminate and Lender shall execute and deliver such documents as may be released required to Borrower on a monthly basis evidence Lender’s release of the Interest Rate Cap Agreement and to notify the extent not applied toward debt service on the LoanCounterparty of such release.

Interest Rate Cap Agreement. (a) The Prior to or contemporaneously with the Closing Date, Borrower shall enter into an Interest Rate Cap Agreement in effect Agreement, on behalf of itself and the Closing Date has other Borrowers, with a LIBOR strike price equal to no greater than the Strike Price and a scheduled termination date of the Initial Maturity DatePrice. The Interest Rate Cap Agreement (i) is shall at all times be in a form and substance reasonably acceptable to LenderLender with respect to such matters not otherwise set forth in this Agreement, (ii) is shall at all times be with an Acceptable Counterparty, (iii) directs shall direct such Acceptable Counterparty to pay deposit directly to into the account specified in the Assignment of Interest Rate Cap Agreement, or from and after an account pledged to Lender Event of Default as directed by Lender, any amounts due Borrower under such Interest Rate Cap Agreement unless and until otherwise instructed by Lender (it being agreed so long as between Lender and Borrower that Lender will so instruct the Counterparty at such time as any portion of the Debt shall no longer existexists, provided that the Debt shall be deemed to exist if the Properties are transferred by judicial or non-judicial foreclosure or deed-in-deed in lieu thereof), and (iv) has shall be for a period equal to the then existing term of the Loan and (v) shall at all times have a notional amount at least equal to or greater than the then outstanding principal balance of the Loan outstanding on and shall at all times provide for the Closing Date (it being understood that the notional amount of the Interest Rate Cap Agreement may be reduced, from time to time, as the principal balance of the Loan is reduced (in the amounts of such reduction in principal) pursuant to clause (g) below)applicable Strike Price. Borrower shall collaterally assign to Collateral Agent (for the benefit of Lender), pursuant to the Collateral Assignment of Interest Rate Cap Agreement (the “Assignment of Interest Rate Cap Agreement”), all of its right, title and interest to receive any and all payments under the Interest Rate Cap Agreement, and shall deliver to Collateral Agent Lender an executed counterpart of such Assignment of Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Collateral Agent (for the benefit of Lender) Lender and require that payments be paid deposited directly into an account pledged to Collateral Agent (for a Concentration Account) and shall notify the benefit Acceptable Counterparty of Lender) as provided above in this Section 2.2.7). Provided no Event of Default has occurred and is continuing, amounts contained in the foregoing pledged account shall be released to Borrower on a monthly basis to the extent not applied toward debt service on the Loansuch assignment.

Interest Rate Cap Agreement. (a) The Prior to or contemporaneously with the Closing Date, Borrower shall enter into an Interest Rate Cap Agreement in effect on the Closing Date has with a LIBOR Benchmark strike price rate equal to the Strike Price and a scheduled termination date of the Initial Maturity DateRate. The Interest Rate Cap Agreement (i) is shall at all times be in a form and substance reasonably acceptable to Lender, (ii) is shall at all times be with an Acceptable a Counterparty, (iii) directs shall at all times be for a period equal to the term of the Loan, and (iv) shall at all times have a notional amount equal to or greater than the face amount of the Note and shall at all times provide for the applicable Benchmark strike rate to be equal to the Strike Rate. Borrower shall direct such Acceptable Counterparty to pay deposit directly to an account pledged to into the Interest Rate Cap Reserve Account (or into such other Account as Lender may designate) any amounts due Borrower under such Interest Rate Cap Agreement unless and until otherwise instructed by Lender (it being agreed so long as between Lender and Borrower that Lender will so instruct the Counterparty at such time as any portion of the Debt shall no longer existis outstanding, provided that the Debt shall be deemed to exist be outstanding if the Properties are Property is transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof). Additionally, and (iv) has a notional amount at least equal to the principal balance of the Loan outstanding on the Closing Date (it being understood that the notional amount of the Interest Rate Cap Agreement may be reduced, from time to time, as the principal balance of the Loan is reduced (in the amounts of such reduction in principal) pursuant to clause (g) below). Borrower shall collaterally assign to Collateral Agent (for the benefit of Lender), pursuant to the Collateral Assignment of Interest Rate Cap Agreement, all of its right, title and interest in and to the Interest Rate Cap Agreement (and any replacements thereof), including, without limitation, its right to receive any and all payments under the Interest Rate Cap AgreementAgreement (and any replacements thereof), and Borrower shall, and shall cause Counterparty to, deliver to Collateral Agent an Lender a fully executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Collateral Agent (for the benefit of Lender) Lender and require that payments be paid deposited directly into an account pledged to Collateral Agent (for the benefit of Lender) Interest Rate Cap Reserve Account or into such other Account as provided above in this Section 2.2.7Lender may designate). Provided no Event (b) Borrower shall comply with all of Default has occurred its obligations under the terms and is continuing, provisions of the Interest Rate Cap Agreement. All amounts contained paid by the Counterparty under the Interest Rate Cap Agreement to Borrower or Lender shall be deposited immediately into the Interest Rate Cap Reserve Account (or into such other Account as Lender may designate). Borrower shall take all actions reasonably requested by Lender to enforce Xxxxxx’s rights under the Interest Rate Cap Agreement in the foregoing pledged account event of a default by the Counterparty and shall be released to not waive, amend or otherwise modify any of its rights thereunder. (c) In the event of any downgrade, withdrawal or qualification of the rating of the Counterparty by any Rating Agency below (i) a long term rating of “A-” by S&P or (ii) a long term rating of “A3” by Xxxxx’x, Borrower on a monthly basis to shall (x) replace the extent not applied toward debt service on the Loan.Interest Rate

Interest Rate Cap Agreement. (a) The On or prior to 5:00 p.m. (New York time) on the Closing Date, Borrower shall enter into an Interest Rate Cap Agreement in effect on the Closing Date has with a LIBOR strike price equal to the required Strike Price and a scheduled termination date of the Initial Maturity DatePrice. The Interest Rate Cap Agreement (i) is shall be in a form and substance reasonably acceptable to Lender, (ii) is shall be with an Acceptable Counterparty, (iii) directs shall direct such Acceptable Counterparty to pay directly to an account pledged to Lender any amounts due Borrower under such Interest Rate Cap Agreement unless and until otherwise instructed by Lender (it being agreed as between Lender and Borrower that Lender will so instruct the Counterparty at such time as the Debt shall no longer exist, provided that the Debt shall be deemed to exist if the Properties are transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof), and (iv) has shall be for a period equal to the term of the Loan and (v) shall have an initial notional amount at least equal to the principal balance of the Loan outstanding on the Closing Date (it being understood that the notional amount of the Interest Rate Cap Agreement may be reduced, from time to time, as the principal balance of the Loan is reduced (in the amounts of such reduction in principal) pursuant to clause (g) below)Loan. Borrower shall collaterally assign to Collateral Agent (for the benefit of 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 Cap Agreement, and shall deliver to Collateral Agent Lender an executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Collateral Agent (for the benefit of Lender) Lender and require that payments be paid directly into an account pledged to Collateral Agent (for the benefit of Lender) Lender as provided above in this Section 2.2.7). Provided no Event of Default has occurred and is continuing, amounts contained in the foregoing pledged account shall be released to Borrower on a monthly basis to the extent not applied toward debt service on the Loan.

Interest Rate Cap Agreement. (a) The Prior to or contemporaneously with the Closing Date, Borrower shall enter into an Interest Rate Cap Agreement in effect on the Closing Date has with a LIBOR strike price equal to the Strike Price and a scheduled termination date of the Initial Maturity DatePrice. The Interest Rate Cap Agreement (i) is shall at all times be in a form and substance reasonably acceptable to Lender, (ii) is shall at all times be with an Acceptable Counterparty, (iii) directs shall direct such Acceptable Counterparty to pay deposit directly to an account pledged to Lender into the Lockbox Account any amounts due Borrower under such Interest Rate Cap Agreement unless and until otherwise instructed by Lender (it being agreed so long as between Lender and Borrower that Lender will so instruct the Counterparty at such time as any portion of the Debt shall no longer existis outstanding, provided that the Debt shall be deemed to exist if the Properties are transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof), and (iv) has shall be for a period equal to the term of the Loan and (v) shall at all times have a notional amount at least equal to or greater than the principal balance of the Loan outstanding on and shall at all times provide for the Closing Date (it being understood that the notional amount of the Interest Rate Cap Agreement may be reduced, from time to time, as the principal balance of the Loan is reduced (in the amounts of such reduction in principal) pursuant to clause (g) below)applicable Strike Price. Borrower shall collaterally assign to Collateral Agent (for the benefit of Lender), pursuant to the Collateral Assignment of Interest Rate Cap Agreement and Security Agreement, dated as of the date hereof (the “Assignment of Interest Rate Cap Agreement”), all of its right, title and interest to receive any and all payments under the Interest Rate Cap Agreement, and shall deliver to Collateral Agent Lender an executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Collateral Agent (for the benefit of Lender) Lender and require that payments be paid deposited directly into either (i) the Lockbox Account if no Cash Sweep Period is then in effect, or (ii) to Lender for application to any outstanding Monthly Debt Service Payment Amount if a Cash Sweep Period is then continuing) and shall notify the Acceptable Counterparty thereunder of such assignment and shall deliver an account pledged to Collateral Agent (for acknowledgement thereof executed by the benefit of Lender) as provided above in this Section 2.2.7). Provided no Event of Default has occurred and is continuing, amounts contained in the foregoing pledged account shall be released to Borrower on a monthly basis to the extent not applied toward debt service on the LoanAcceptable Counterparty.