Common use of Interest Rate Cap Agreement Clause in Contracts

Interest Rate Cap Agreement. (a) Prior to or contemporaneously with the Closing Date, Borrower shall enter into an Interest Rate Cap Agreement with a LIBOR strike price equal to the Strike Price. The Interest Rate Cap Agreement (i) shall be in a form and substance reasonably acceptable to Lender, (ii) shall at all times be with an Acceptable Counterparty, (iii) shall, by its terms or via the Collateral Assignment of Interest Rate Cap Agreement described below, direct such Acceptable Counterparty to deposit directly into the Cash Management Account any amounts due Borrower under such Interest Rate Cap Agreement so long as any portion of the Debt exists, provided that the Debt shall be deemed to exist if any Property is transferred by judicial or non‑judicial foreclosure or deed-in-lieu thereof, (iv) 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 equal to or greater than the principal balance of the Loan and shall at all times provide for the applicable Strike Price. Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Interest Rate Cap Agreement (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 Lender an executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Lender and require that payments be deposited directly into the Cash Management Account) and shall notify the Acceptable Counterparty of such assignment.

Interest Rate Cap Agreement. (a) Prior to or contemporaneously with the Closing Date, Borrower shall enter into an Interest Rate Cap Agreement with a LIBOR strike price equal to the Strike Price. The Interest Rate Cap Agreement (i) shall at all times be in a form and substance reasonably acceptable to Lender, (ii) shall at all times be with an Acceptable Counterparty, (iii) shall, by its terms or via the Collateral Assignment of Interest Rate Cap Agreement described below, shall direct such Acceptable Counterparty to deposit directly into the Cash Management Mezzanine Deposit Account any amounts due Borrower under such Interest Rate Cap Agreement so long as any portion of the Debt exists, provided that the Debt shall be deemed to exist if any Property is transferred by judicial or non‑judicial foreclosure or deed-in-lieu thereofoutstanding, (iv) shall be for a period through equal to the end term of the Interest Period ending immediately following the Maturity Date Loan and (v) 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 Strike Price. Borrower shall collaterally assign to Lender, pursuant to the Mezzanine Collateral Assignment of Interest Rate Cap Agreement and Security Agreement, dated as of the date hereof (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 Lender an executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Lender and require that payments be deposited directly into the Cash Management Account) Mezzanine Deposit Account and shall notify the Acceptable Counterparty thereunder of such assignmentassignment and shall deliver an acknowledgement thereof executed by the Acceptable Counterparty.

Interest Rate Cap Agreement. (a) Prior to or contemporaneously with the Closing Date, Borrower shall shall, with respect to Component A, enter into an Interest Rate Cap Agreement with a LIBOR strike price equal to no greater than the Strike Price. The Interest Rate Cap Agreement (i) 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) shall at all times be with an Acceptable Counterparty, (iii) shall, by its terms or via the Collateral Assignment of Interest Rate Cap Agreement described below, shall direct such Acceptable Counterparty to deposit directly into the Cash Management Account any amounts due Borrower under such Interest Rate Cap Agreement so long as any portion of the Debt related to Component A exists, provided that the Debt shall be deemed to exist if any Property is the Properties are transferred by judicial or non‑judicial non-judicial foreclosure or deed-in-deed in lieu thereof, (iv) shall be for a period through equal to the end then existing term of Component A of the Interest Period ending immediately following the Maturity Date Loan and (v) shall at all times have a notional amount equal to or greater than the then outstanding principal balance of Component A of the Loan and shall at all times provide for the applicable Strike Price. Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Interest Rate Cap Agreement (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 Lender an executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Lender and require that payments be deposited directly into the Cash Management Account) and shall notify the Acceptable Counterparty of such assignment.

Interest Rate Cap Agreement. (a) Prior On or before the earlier to occur of (y) September 1, 2004 or contemporaneously (z) the date which is two (2) weeks prior to the printing of the preliminary prospectus in connection with the Closing Datea Securitization (which date shall be provided to Borrower at least five (5) Business Days in advance thereof), Borrower shall enter into an Interest Rate Cap Agreement with a LIBOR strike price equal to the Strike Price. The Interest Rate Cap Agreement (i) shall be in a form and substance reasonably acceptable to Lender, (ii) shall at all times be with an Acceptable Counterparty, (iii) shall, by its terms or via the Collateral Assignment of Interest Rate Cap Agreement described below, shall direct such Acceptable Counterparty to deposit directly into the Cash Management Property Account any amounts due Borrower under such Interest Rate Cap Agreement so long as any portion of the Debt exists, provided that provided, that, the Debt shall be deemed to exist if any the Property is transferred by judicial or non‑judicial non-judicial foreclosure or deed-in-lieu thereof, (iv) shall be for a period through equal to the end term of the Interest Period ending immediately following the Maturity Date Loan, and (v) shall at all times have a an initial notional amount equal to or greater than the principal balance of the Loan and shall at all times provide for the applicable Strike PriceLoan. Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Interest Rate Cap Agreement (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 Lender an executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Lender and require that payments be deposited directly into the Cash Management Property Account) and shall notify the Acceptable Counterparty of such assignment).

Interest Rate Cap Agreement. (aA) Prior to or contemporaneously with the Closing Date, Borrower shall enter into an Interest Rate Cap Agreement with a LIBOR strike price equal to no greater than the Strike Price. The Interest Rate Cap Agreement (i) 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) shall at all times be with an Acceptable Counterparty, (iii) shall, by its terms or via the Collateral Assignment of Interest Rate Cap Agreement described below, shall direct such Acceptable Counterparty to deposit directly into the Cash Management Clearing Account designated by Lender from time to time, during the continuance of an Event of Default, as directed by Lender, any amounts due Borrower under such Interest Rate Cap Agreement so long as any portion of the Debt exists, provided that the Debt shall be deemed to exist if any Property is transferred by judicial or non‑judicial foreclosure or deed-in-lieu thereofAgreement, (iv) shall be for a period term through the end of the Interest Period ending immediately following associated with the then-applicable Maturity Date of the Loan and (v) shall at all times have a notional amount equal to or greater than the then outstanding principal balance of the Loan and shall at all times provide for the applicable Strike Price. Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Interest Rate Cap Agreement (the “Collateral Assignment of Interest Rate Cap Agreement”)Cap, all of its right, title and interest to receive any and all payments under the Interest Rate Cap Agreement, and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Lender and require that payments be deposited directly into the Cash Management Account) and Clearing Account designated by Lender from time to time or such other account as Lender shall notify the Acceptable Counterparty of such assignmentdirect).

Interest Rate Cap Agreement. (a) Prior to On or contemporaneously with the Closing Datebefore May 25, 2016, Borrower shall enter into an Interest Rate Cap Agreement with a LIBOR strike price equal to the Strike Price. The Interest Rate Cap Agreement (i) shall at all times be in a form and substance reasonably acceptable to Lender, (ii) shall at all times be with an Acceptable Counterparty, (iii) shall, by its terms or via the Collateral Assignment of Interest Rate Cap Agreement described below, shall direct such Acceptable Counterparty to deposit directly into the Cash Management Account any amounts due Borrower under such Interest Rate Cap Agreement so long as any portion of the Debt exists, provided that the Debt shall be deemed to exist if any (x) the Property is transferred by judicial or non‑judicial non-judicial foreclosure or deed-in-lieu thereofthereof and (y) Lender shall not have received amounts sufficient to pay the Debt (whether or not a deficiency judgment on the Note shall have been sought, recovered or denied), (iv) shall be for a period through and including the end of the Interest Period ending immediately following in which the Initial Maturity Date occurs, and (v) 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 Strike Price. Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Interest Rate Cap Agreement (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 Lender an executed counterpart of such Interest Rate Cap Agreement (which shall, by its termsterms and/or by the terms of the Assignment of Interest Rate Cap Agreement, authorize the assignment to Lender and require that payments be deposited directly into the Cash Management Account) and shall notify the Acceptable Counterparty of such assignment.

Interest Rate Cap Agreement. (aA) Prior to or contemporaneously with the Closing Date, Borrower shall enter into an Interest Rate Cap Agreement with a LIBOR strike price equal to no greater than the Strike Price. The Interest Rate Cap Agreement (i) 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) shall at all times be with an Acceptable Counterparty, (iii) shall, by its terms or via the Collateral Assignment of Interest Rate Cap Agreement described below, shall direct such Acceptable Counterparty to deposit directly into the Cash Management Account account designated in the Assignment of Cap and, during the continuance of an Event of Default, as directed by Lender, any amounts due Borrower under such Interest Rate Cap Agreement so long as Agreement, any portion of the Debt exists, provided that the Debt shall be deemed to exist if any Property is transferred by judicial or non‑judicial foreclosure or deed-in-lieu thereofamounts due Borrower under such Interest Rate Cap Agreement, (iv) shall be for a period term through the end of the Interest Period ending immediately following associated with the then-applicable Maturity Date of the Loan and (v) shall at all times have a notional amount equal to or greater than the then outstanding principal balance of the Loan and shall at all times provide for the applicable Strike Price. Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Interest Rate Cap Agreement (the “Collateral Assignment of Interest Rate Cap Agreement”)Cap, all of its right, title and interest to receive any and all payments under the Interest Rate Cap Agreement, and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Lender and require that payments be deposited directly into the Cash Management Account) and shall notify account designated in the Acceptable Counterparty Assignment of such assignmentCap and, during the continuance of an Event of Default, as directed by Lender).

Interest Rate Cap Agreement. (a) Prior On or prior to or contemporaneously with 5:00 p.m. (New York time) on the Closing Date, Borrower shall enter into an Interest Rate Cap Agreement with a LIBOR strike price equal to the required Strike Price. The Interest Rate Cap Agreement (i) shall be in a form and substance reasonably acceptable to Lender, (ii) shall at all times be with an Acceptable Counterparty, (iii) shall, by its terms or via the Collateral Assignment of Interest Rate Cap Agreement described below, shall direct such Acceptable Counterparty to deposit directly with Lender (or into the Cash Management Account an account 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 long instruct the Counterparty at such time as any portion of the Debt existsshall no longer exist, provided that the Debt shall be deemed to exist if any Property the Collateral is transferred by judicial secured party sale or non‑judicial foreclosure or deed-in-lieu thereofotherwise), (iv) shall be for a period through equal to the end term of the Interest Period ending immediately following the Maturity Date Loan and (v) shall at all times have a an initial notional amount equal to or greater than the principal balance of the Loan and shall at all times provide for the applicable Strike PriceLoan. Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Interest Rate Cap Agreement (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 Lender an executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Lender and require that payments be deposited paid directly into an account pledged to Lender as provided above in this Section 2.2.7). Provided no Event of Default has occurred and is continuing, amounts contained in the Cash Management Account) and foregoing pledged account shall notify be released to Borrower on a monthly basis to the Acceptable Counterparty of such assignmentextent not applied toward debt service on the Loan.

Interest Rate Cap Agreement. (a) Prior to or contemporaneously with the Closing Date, with respect to the A Note, and in connection with each Future Advance with respect to the B Note, Borrower shall enter into an one or more Interest Rate Cap Agreement Agreements for each of the A Portion and the amount advanced from time to time on the B Portion with a LIBOR strike price equal to the applicable Strike Price. The Interest Rate Cap Agreement (i) shall be in a form and substance reasonably acceptable to Lender, (ii) shall at all times be with an Acceptable Counterparty, (iii) shall, by its terms or via the Collateral Assignment of Interest Rate Cap Agreement described below, shall direct such Acceptable Counterparty to deposit directly into the Cash Management Account any amounts due Borrower under such Interest Rate Cap Agreement so long as any portion of the Debt A Portion or B Portion, as applicable, exists, provided that the Debt A Portion and the B Portion shall be deemed to exist if any the Property is transferred by judicial or non‑judicial non-judicial foreclosure or deed-in-lieu thereof, (iv) shall be for a period through equal to the end term of the Interest Period ending immediately following A Portion and the Maturity Date B Portion, as applicable and (v) shall at all times have a an initial notional amount equal to or greater than the principal balance amount of the Loan A Note and shall at all times provide for the applicable Strike PriceB Note. Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Interest Rate Cap Agreement (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 Lender an executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Lender and require that payments be deposited directly into the Cash Management Account) and shall notify the Acceptable Counterparty of such assignment).

Interest Rate Cap Agreement. (a) Prior to or contemporaneously with the Closing Date, Borrower shall enter into an Interest Rate Cap Agreement with a LIBOR strike price equal to the Strike Price. The Interest Rate Cap Agreement (i) shall be in a form and substance reasonably acceptable to Lender, (ii) shall at all times be with an Acceptable Counterparty, (iii) shall, by its terms or via the Collateral Assignment of Interest Rate Cap Agreement described below, direct such Acceptable Counterparty to deposit directly into the Cash Management Account any amounts due Borrower under such Interest Rate Cap Agreement so long as any portion of the Debt exists, provided that the Debt shall be deemed to exist if any Property is transferred by judicial or non‑judicial foreclosure or deed-in-lieu thereof, (iv) 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 equal to or greater than the principal balance aggregate Component Outstanding Principal Balances of the Loan Floating Rate Components and shall at all times provide for the applicable Strike Price. Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Interest Rate Cap Agreement (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 Lender an executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Lender and require that payments be deposited directly into the Cash Management Account) and shall notify the Acceptable Counterparty of such assignment.

Interest Rate Cap Agreement. (a) Prior to or contemporaneously with the Closing Date, Borrower Interest Rate Cap Party shall enter into an Interest Rate Cap Agreement with a LIBOR SOFR strike price rate equal to the Strike PriceRate. The Interest Rate Cap Agreement (i) shall be in a form and substance reasonably acceptable to Lender, (ii) shall at all times be with an Acceptable a Counterparty, (iii) shall, by its terms or via the Collateral Assignment of Interest Rate Cap Agreement described below, direct such Acceptable Counterparty to deposit directly into the Cash Management Account any amounts due Borrower under such Interest Rate Cap Agreement so long as any portion of the Debt exists, provided that the Debt shall be deemed to exist if any Property is transferred by judicial or non‑judicial foreclosure or deed-in-lieu thereof, (iv) shall at all times be for a period through duration at least equal to the end of the Interest Accrual Period ending immediately following in which the then current Stated Maturity Date occurs, and (viv) 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 a strike rate to be equal to the applicable Strike PriceRate. Borrower Interest Rate Cap Party shall direct such Counterparty to deposit as directed by Lxxxxx, any amounts due Borrower Interest Rate Cap Party under such Interest Rate Cap Agreement so long as any portion of the Debt is outstanding, provided that the Debt shall be deemed to be outstanding if the Collateral is transferred by foreclosure or assignment in lieu thereof unless the Loan was paid in full. Additionally, Borrower Interest Rate Cap Party shall collaterally assign to Lender, pursuant to the Collateral Assignment of Interest Rate Cap Agreement (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 Lender an a fully executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Lender and require that payments be deposited directly into the Cash Management Account) and shall notify the Acceptable Counterparty of such assignmentas directed by Lxxxxx).