Common use of Interest Rate Cap Agreements Clause in Contracts

Interest Rate Cap Agreements. (a) On or prior to the Closing Date, Borrower shall obtain, and thereafter maintain in effect, an Initial Interest Rate Cap Agreement, which shall be coterminous with the initial term of the Loan and have a notional amount equal to the Loan Amount. Any Initial Interest Rate Cap Agreement shall have a LIBOR strike rate equal to or less than the LIBOR Strike Rate. (b) If Borrower exercises its option to extend the term of the Loan pursuant to Section 1.2(b), then on or prior to the commencement of the Extension Term Borrower shall obtain, and thereafter maintain in effect, an Extension Interest Rate Cap Agreement having (x) a term coterminous with the Extension Term, (y) a notional amount at least equal to the Principal Indebtedness as of the first day of the Extension Term, and (z) a LIBOR strike rate equal to or less than the LIBOR Strike Rate. (c) Borrower shall collaterally assign to Lender pursuant to an Assignment of Interest Rate Cap Agreement all of its right, title and interest in any and all payments under each Interest Rate Cap Agreement and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreement and obtain the consent of the Acceptable Counterparty to such collateral assignment (as evidenced by the Acceptable Counterparty’s execution of such Collateral Assignment of Interest Rate Cap Agreement). (d) Borrower shall comply with all of its obligations under the terms and provisions of each Interest Rate Cap Agreement. All amounts paid under an Interest Rate Cap Agreement shall be deposited directly into the Cash Management Account. Borrower shall take all actions reasonably requested by Lender to enforce Lender’s rights under the Interest Rate Cap Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder. (e) If, at any time during the term of the Loan, the counterparty to the Interest Rate Cap Agreement then in effect ceases to be an Acceptable Counterparty and thereafter fails to abide by the requirements set forth in such Interest Rate Cap Agreement with respect to ratings downgrades, then Borrower shall promptly obtain a replacement Interest Rate Cap Agreement satisfying the requirements set forth in paragraph (a) or (b) above, as applicable, with a counterparty that is an Acceptable Counterparty. (f) At Closing and at any time that Borrower obtains a replacement Interest Rate Cap Agreement pursuant to this Section 1.4, Borrower shall deliver to Lender a legal opinion or opinions from counsel to the applicable Acceptable Counterparty (which counsel may be internal counsel) in substantially the form of Exhibit B.

Interest Rate Cap Agreements. (a) On or prior to the Closing Date, Borrower Borrowers shall obtainobtain from an Acceptable Counterparty, and thereafter maintain in effect, an Initial Interest Rate Cap Agreement, which shall be coterminous with having a term extending through the Maturity Date and an initial term of the Loan and have a notional amount equal to the Loan Amount. Any Initial The Interest Rate Cap Agreement shall have a LIBOR strike rate equal to or less an amount such that the maximum interest rate paid by Borrowers after giving effect to payments made under the Interest Rate Cap Agreement shall equal no more than the LIBOR Strike Maximum Pay Rate. The notional amount of the Interest Rate Cap Agreement may be reduced from time to time and in an amount equal to any prepayment that is applied to reduce the principal balance of the Loan in accordance with Section 2.4 hereof or as a result of any Directed Paydowns that is applied by Lender to reduce the principal balance of the Loan; provided that the strike rate shall be equal to an amount such that the maximum interest rate paid by Borrowers after giving effect to payments made under the Interest Rate Cap Agreement shall equal no more than the Maximum Pay Rate. (b) If Borrower exercises its option to extend In the term event of (x) any downgrade, withdrawal or qualification (each, a “Downgrade”) of the Loan pursuant to Section 1.2(b), then on or prior to the commencement rating of the Extension Term Borrower Counterparty such that, thereafter, the Counterparty shall obtain, cease to be an Acceptable Counterparty and thereafter maintain (y) the Counterparty shall fail to comply with the requirements contained in effect, an Extension the Interest Rate Cap Agreement having which are described in Exhibit B upon such occurrence, the Borrowers shall either (i) obtain Lender’s written approval (in its sole discretion) with respect to the Counterparty or (ii) replace the Interest Rate Cap Agreement with a Replacement Interest Cap Agreement, (x) having a term coterminous with extending through the Extension Termend of the Interest Accrual Period in which occurs the Maturity Date, (y) in a notional amount at least equal to the Principal Indebtedness as principal balance of the first day of the Extension TermLoan then outstanding, and (z) having a LIBOR strike rate equal to or less an amount such that the maximum interest rate paid by Borrower after giving effect to payments made under such Replacement Interest Rate Cap Agreement shall equal no more than the LIBOR Strike Maximum Pay Rate. (c) Each Borrower shall collaterally assign hereby pledges, assigns, transfers, delivers and grants a continuing first priority lien to Lender pursuant Lender, as security for payment of all sums due in respect of the Loan and the performance of all other terms, conditions and covenants of this Agreement and any other Loan Document on such Borrower’s part to an Assignment be paid and performed, in, to and under all of such Borrower’s right, title and interest: (i) in the Interest Rate Cap Agreement all of its right(or, title when and interest in if any such agreement becomes effective, any Replacement Interest Rate Cap Agreement or Extension Interest Rate Cap Agreement); (ii) to receive any and all payments under each the Interest Rate Cap Agreement (or, when and if any such agreement becomes effective, any Replacement Interest Rate Cap Agreement or Extension Interest Rate Cap Agreement), whether as contractual obligations, damages or otherwise; and (iii) to all claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under or arising out of the Interest Rate Cap Agreement (or, when and if any such agreement becomes effective, any Replacement Interest Rate Cap Agreement or Extension Interest Rate Cap Agreement), in each case including all accessions and additions to, substitutions for and replacements, products and proceeds of any of the foregoing. Borrowers shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreement, Replacement Interest Rate Cap Agreement or Extension Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Lender and obtain require that payments be made directly to Lender) and notify the Counterparty of such assignment and Lender shall receive an acknowledgment from Counterparty of the assignment (either in such Interest Rate Cap Agreement, Replacement Interest Rate Cap Agreement or Extension Interest Rate Cap Agreement or by separate instrument). No Borrower shall, without obtaining the prior written consent of Lender, further pledge, transfer, deliver, assign or grant any security interest in the Acceptable Counterparty to Interest Rate Cap Agreement (or, when and if any such collateral assignment (as evidenced by the Acceptable Counterparty’s execution of such Collateral Assignment of agreement becomes effective, any Replacement Interest Rate Cap Agreement or Extension Interest Rate Cap Agreement), or permit any Lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements or any other notice or instrument as may be required under the UCC, as appropriate, except those naming Lender as the secured party, to be filed with respect thereto. (d) Borrower Borrowers shall comply with all of its their obligations under the terms and provisions of each the Interest Rate Cap Agreement (or, as applicable, any Replacement Interest Rate Cap Agreement or Extension Interest Rate Cap Agreement). All amounts paid by the Counterparty under an the Interest Rate Cap Agreement (or, as applicable, any Replacement Interest Rate Cap Agreement or Extension Interest Rate Cap Agreement) to Borrowers or Lender shall be deposited directly immediately into the Cash Management Mezzanine Loan Deposit Account. Borrower Borrowers shall take all actions action reasonably requested by Lender to enforce Lender’s rights under the Interest Rate Cap Agreement (or, as applicable, any Replacement Interest Rate Cap Agreement or Extension Interest Rate Cap Agreement) in the event of a default by the counterparty thereunder Counterparty and shall not waive, amend or otherwise modify any of its rights thereunder. (e) IfIf Borrowers exercise any of their options to extend the Maturity Date pursuant to Section 2.3.3(b) hereof, at any time during the term of the Loanthen, on or prior to each Extension Date, the counterparty to the Borrowers shall obtain or have in place an Extension Interest Rate Cap Agreement then (i) having a term through the end of the Interest Accrual Period in effect ceases which occurs the Maturity Date as so extended, (ii) in a notional amount at least equal to be the principal balance of the Loan as of such Extension Date and (iii) having a strike rate equal to an Acceptable Counterparty and thereafter fails to abide amount such that the maximum interest rate paid by the requirements set forth in Borrowers after giving effect to payments made under such Extension Interest Rate Cap Agreement with respect to ratings downgrades, then Borrower shall promptly obtain a replacement Interest Rate Cap Agreement satisfying equal no more than the requirements set forth in paragraph (a) or (b) above, as applicable, with a counterparty that is an Acceptable CounterpartyMaximum Pay Rate. (f) At Closing and at any time that Borrower obtains a replacement Interest Rate Cap Agreement pursuant to this Section 1.4, Borrower shall deliver to Lender a legal opinion or opinions from counsel to the applicable Acceptable Counterparty (which counsel may be internal counsel) in substantially the form of Exhibit B.

Interest Rate Cap Agreements. (a) On or prior to the Closing Date, Borrower shall obtain, and thereafter maintain in effect, an Initial Interest Rate Cap Agreement, which shall be coterminous with the initial term of the Loan and have a notional amount equal to the Loan Amount. Any Initial Interest Rate Cap Agreement shall have a LIBOR strike rate equal to or less than the LIBOR Strike Rate. (b) If Borrower exercises its option to extend the term of the Loan pursuant to Section 1.2(b), then on or prior to the commencement of the Extension Term Term, Borrower shall obtain, and thereafter maintain in effect, an Extension Interest Rate Cap Agreement having (x) a term coterminous with the Extension Term, (y) a notional amount at least equal to the Principal Indebtedness as of the first day of the such Extension Term, and (z) a LIBOR strike rate equal to or less than the LIBOR Strike Rate., and Borrower shall deliver to Lender a legal opinion or opinions from counsel to the applicable Acceptable Counterparty (which counsel may be internal counsel) in substantially the form of Exhibit C. (cb) Borrower shall collaterally assign to Lender pursuant to an Assignment of Interest Rate Cap Agreement all of its right, title and interest in any and all payments under each the Interest Rate Cap Agreement and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreement and obtain the consent of the Acceptable Counterparty to such collateral assignment (as evidenced by the Acceptable Counterparty’s execution of such Collateral Assignment of Interest Rate Cap Agreement). (dc) Borrower shall comply with all of its obligations under the terms and provisions of each the Interest Rate Cap Agreement. All amounts paid under an the Interest Rate Cap Agreement shall be deposited directly into the Presidents Cash Management Account. Borrower shall take all actions reasonably requested by Lender to enforce Lender’s rights under the Interest Rate Cap Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder. (ed) If, at any time during the term of the Loan, the counterparty to the Interest Rate Cap Agreement then in effect ceases to be an Acceptable Counterparty and thereafter fails to abide by the requirements set forth in such Interest Rate Cap Agreement with respect to ratings downgrades, then Borrower shall promptly obtain a replacement Interest Rate Cap Agreement satisfying the requirements set forth in paragraph (a) or (b) above, as applicable, with a counterparty that is an Acceptable Counterparty. (f) At Closing and at any time that Borrower obtains a replacement Interest Rate Cap Agreement pursuant to this Section 1.4, Borrower shall deliver to Lender a legal opinion or opinions from counsel to the applicable Acceptable Counterparty (which counsel may be internal counsel) in substantially the form of Exhibit B.

Interest Rate Cap Agreements. (a) On or prior to Borrowers shall maintain the Closing Date, Borrower shall obtain, and thereafter maintain in effect, an Initial Interest Rate Cap AgreementAgreement with an Acceptable Counterparty in effect and having a term extending through April 14, which shall be coterminous with the 2007 and an initial term of the Loan and have a notional amount equal to the Loan Amount. Any Initial The Interest Rate Cap Agreement shall have a LIBOR strike rate equal to or less an amount such that the maximum interest rate paid by Borrowers after giving effect to payments made under the Interest Rate Cap Agreement shall equal no more than the LIBOR Strike Maximum Pay Rate. The notional amount of the Interest Rate Cap Agreement may be reduced from time to time and in an amount equal to any prepayment which is applied to reduce the principal balance of the Loan in accordance with Section 2.4 hereof or as a result of any Directed Paydown that is applied by Lender to reduce the principal balance of the Loan; provided that the strike rate shall be equal to an amount such that the maximum interest rate paid by Borrowers after giving effect to payments made under the Interest Rate Cap Agreement shall equal no more than the Maximum Pay Rate. (b) If Borrower exercises its option to extend In the term event of (x) any downgrade, withdrawal or qualification (each, a “Downgrade”) of the Loan pursuant to Section 1.2(b), then on or prior to the commencement rating of the Extension Term Borrower Counterparty such that, thereafter, the Counterparty shall obtain, cease to be an Acceptable Counterparty and thereafter maintain (y) the Counterparty shall fail to comply with the requirements contained in effect, an Extension the Interest Rate Cap Agreement having which are described in Exhibit C upon such occurrence, the Borrowers shall either (i) obtain a Rating Confirmation from the Applicable Rating Agency with respect to the Counterparty or (ii) replace the Interest Rate Cap Agreement with a Replacement Interest Cap Agreement, (x) having a term coterminous with extending through the Extension Termend of the Interest Accrual Period in which occurs the Maturity Date, (y) in a notional amount at least equal to the Principal Indebtedness as principal balance of the first day of the Extension TermLoan then outstanding, and (z) having a LIBOR strike rate equal to or less an amount such that the maximum interest rate paid by Borrower after giving effect to payments made under such Replacement Interest Rate Cap Agreement shall equal no more than the LIBOR Strike Maximum Pay Rate. (c) Each Borrower shall collaterally assign hereby pledges, assigns, transfers, delivers and grants a continuing first priority lien to Lender pursuant Lender, as security for payment of all sums due in respect of the Loan and the performance of all other terms, conditions and covenants of this Agreement and any other Loan Document on such Borrower’s part to an Assignment be paid and performed, in, to and under all of such Borrower’s right, title and interest: (i) in the Interest Rate Cap Agreement all of its right(as soon as such agreement is effective or when and if any replacement agreement becomes effective, title and interest in any Replacement Interest Rate Cap Agreement or Extension Interest Rate Cap Agreement); (ii) to receive any and all payments under each the Interest Rate Cap Agreement (or, when and if any such agreement becomes effective, any Replacement Interest Rate Cap Agreement or Extension Interest Rate Cap Agreement), whether as contractual obligations, damages or otherwise; and (iii) to all claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under or arising out of the Interest Rate Cap Agreement (as soon as such agreement is effective or when and if any such agreement becomes effective, any Replacement Interest Rate Cap Agreement or Extension Interest Rate Cap Agreement), in each case including all accessions and additions to, substitutions for and replacements, products and proceeds of any of the foregoing. Borrowers shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreement, Replacement Interest Rate Cap Agreement or Extension Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Lender and obtain require that payments be made directly to Lender) and notify the Counterparty of such assignment (either in such Interest Rate Cap Agreement, Replacement Interest Rate Cap Agreement or Extension Interest Rate Cap Agreement or by separate instrument). No Borrower shall, without obtaining the prior written consent of Lender, further pledge, transfer, deliver, assign or grant any security interest in the Acceptable Counterparty to Interest Rate Cap Agreement (or, when and if any such collateral assignment (as evidenced by the Acceptable Counterparty’s execution of such Collateral Assignment of agreement becomes effective, any Replacement Interest Rate Cap Agreement or Extension Interest Rate Cap Agreement), or permit any Lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements or any other notice or instrument as may be required under the UCC, as appropriate, except those naming Lender as the secured party, to be filed with respect thereto. (d) Borrower Borrowers shall comply with all of its their obligations under the terms and provisions of each the Interest Rate Cap Agreement (or, as applicable, any Replacement Interest Rate Cap Agreement or Extension Interest Rate Cap Agreement). All amounts paid by the Counterparty under an the Interest Rate Cap Agreement (or, as applicable, any Replacement Interest Rate Cap Agreement or Extension Interest Rate Cap Agreement) to Borrowers or Lender shall be deposited directly immediately into the Cash Management Deposit Account. Borrower Borrowers shall take all actions action reasonably requested by Lender to enforce Lender’s rights under the Interest Rate Cap Agreement (or, as applicable, any Replacement Interest Rate Cap Agreement or Extension Interest Rate Cap Agreement) in the event of a default by the counterparty thereunder Counterparty and shall not waive, amend or otherwise modify any of its rights thereunder. (e) IfIf Borrowers exercise any of their options to extend the Maturity Date pursuant to Section 2.3.3(b) hereof, at any time during the term of the Loanthen, on or prior to each Extension Date, the counterparty to the Borrowers shall obtain or have in place an Extension Interest Rate Cap Agreement then (i) having a term through the end of the Interest Accrual Period in effect ceases which occurs the Maturity Date as so extended, (ii) in a notional amount at least equal to be the principal balance of the Loan as of such Extension Date, and (iii) having a strike rate equal to an Acceptable Counterparty and thereafter fails to abide amount such that the maximum interest rate paid by the requirements set forth in Borrowers after giving effect to payments made under such Extension Interest Rate Cap Agreement with respect to ratings downgrades, then Borrower shall promptly obtain a replacement Interest Rate Cap Agreement satisfying equal no more than the requirements set forth in paragraph (a) or (b) above, as applicable, with a counterparty that is an Acceptable CounterpartyMaximum Pay Rate. (f) At Closing and at any time that Borrower obtains a replacement Interest Rate Cap Agreement pursuant to this Section 1.4, Borrower shall deliver to Lender a legal opinion or opinions from counsel to the applicable Acceptable Counterparty (which counsel may be internal counsel) in substantially the form of Exhibit B.

Interest Rate Cap Agreements. (a) On or prior to Within five Business Days after the Closing Datedate hereof, Borrower shall obtain, and thereafter maintain in effecteffect (unless replaced pursuant to Section 1.4(e)), an Initial Interest Rate Cap Agreement, which shall be coterminous with the initial term of the Loan and have a notional amount equal to that is not less than the Loan AmountPrincipal Indebtedness. Any Initial Interest Rate Cap Agreement shall have a LIBOR strike rate equal to or less than the then-applicable LIBOR Strike Rate. (b) If Borrower exercises any of its option options to extend the term of the Loan pursuant to Section 1.2(b), then on or prior to the commencement of the applicable Extension Term Borrower shall obtain, and thereafter maintain in effecteffect (unless replaced pursuant to Section 1.4(e)), an Extension Interest Rate Cap Agreement having (x) a term coterminous with the such Extension Term, (y) a notional amount at least equal to that is not less than the Principal Indebtedness as of the first day of the Extension TermIndebtedness, and (z) a LIBOR strike rate equal to or less than the then-applicable LIBOR Strike Rate. (c) Borrower shall collaterally assign to Lender pursuant to an Assignment of Interest Rate Cap Agreement all of its right, title and interest in any and all payments under each Interest Rate Cap Agreement and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreement and obtain the consent of the Acceptable Counterparty to such collateral assignment (as evidenced by the Acceptable Counterparty’s execution of such Collateral Assignment of Interest Rate Cap Agreement). (d) Borrower shall comply with all of its obligations under the terms and provisions of each Interest Rate Cap Agreement. All amounts paid under an Interest Rate Cap Agreement shall be deposited directly into the Cash Management Accountan account specified by Lender. Borrower shall take all actions reasonably requested by Lender to enforce Lender’s rights under the Interest Rate Cap Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its material rights thereunder. (e) If, at any time during the term of the Loan, the counterparty to the Interest Rate Cap Agreement then in effect ceases to be an Acceptable Counterparty and thereafter fails to abide by the requirements set forth in such Interest Rate Cap Agreement with respect to ratings downgrades, then Borrower shall promptly obtain a replacement Interest Rate Cap Agreement satisfying the requirements set forth in paragraph (a) or (b) above, as applicable, with a counterparty that is an Acceptable Counterparty, which replacement Interest Rate Cap Agreement shall be collaterally assigned to Lender as set forth in paragraph (c) above. (f) At Closing and at any time that Borrower obtains a replacement an Interest Rate Cap Agreement pursuant to this Section 1.4, Borrower shall deliver cause to be delivered to Lender a legal opinion or opinions from counsel to the applicable Acceptable Counterparty (which counsel may be internal counsel) with respect to the enforceability, authority and other customary matters in substantially form and substance reasonably satisfactory to Lender. (g) Borrower may, without Lender’s consent, cause the form notional amount of Exhibit B.any Interest Rate Cap Agreement to be reduced, dollar-for-dollar, by any actual prepayment of the Loan made in accordance herewith and Lender shall, at Borrower’s sole cost and expense, cooperate with Borrower in effecting such reduction, provided that the notional amount thereof shall at no time be less than the Principal Indebtedness.

Interest Rate Cap Agreements. (a) On or prior to the Closing Datedate hereof, Borrower shall obtain, and thereafter maintain in effecteffect (unless replaced pursuant to Section 1.4(e) below), an Initial Interest Rate Cap Agreement, which shall be coterminous with the initial term of the Loan and have a notional amount equal to that is not less than the Loan AmountPrincipal Indebtedness. Any Initial Interest Rate Cap Agreement shall have a LIBOR strike rate equal to or less than the LIBOR Strike Rate. (b) If Borrower exercises any of its option options to extend the term of the Loan pursuant to Section 1.2(b), then on or prior to the commencement of the applicable Extension Term Term, Borrower shall obtain, and thereafter maintain in effecteffect (unless replaced pursuant to Section 1.4(e) below), an Extension Interest Rate Cap Agreement having (x) a term coterminous with the such Extension Term, (y) a notional amount at least equal to that is not less than the Principal Indebtedness as of the first day commencement of the relevant Extension Term, and (z) a LIBOR strike rate equal to or less than the LIBOR Strike Rate. (c) Borrower shall collaterally assign to Lender pursuant to an Assignment of Interest Rate Cap Agreement all of its right, title and interest in any and all payments under each Interest Rate Cap Agreement and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreement and obtain the consent of the Acceptable Counterparty to such collateral assignment (as evidenced by the Acceptable Counterparty’s execution of such Collateral Assignment of Interest Rate Cap Agreement). (d) Borrower shall comply with all of its obligations under the terms and provisions of each Interest Rate Cap Agreement. All amounts paid under an Interest Rate Cap Agreement shall be deposited directly into the Cash Management Account. Borrower shall take all actions reasonably requested by Lender to enforce Lender’s rights under the Interest Rate Cap Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its material rights thereunder. (e) If, at any time during the term of the Loan, the counterparty to the Interest Rate Cap Agreement then in effect ceases to be an Acceptable Counterparty and thereafter fails to abide by the requirements set forth in such Interest Rate Cap Agreement with respect to ratings downgrades, then Borrower shall promptly obtain a replacement Interest Rate Cap Agreement satisfying the requirements set forth in paragraph (a) or (b) above, as applicable, with a counterparty that is an Acceptable Counterparty, which replacement Interest Rate Cap Agreement shall be collaterally assigned to lender as set forth in paragraph (c) above. (f) At Closing and at any time that Borrower obtains a replacement Interest Rate Cap Agreement pursuant to this Section 1.4, Borrower shall deliver cause to be delivered to Lender a legal opinion or opinions from counsel to the applicable Acceptable Counterparty (which counsel may be internal counsel) in substantially form and substance reasonably satisfactory to Lender. (g) Borrower may, without Lender’s consent, cause the form notional amount of Exhibit B.the Interest Rate Cap Agreement required pursuant to Sections 1.4(a) and 1.4(b) above to be reduced, dollar-for-dollar, by any actual prepayment of the Loan made in accordance herewith and Lender shall, at Borrower’s sole cost and expense, cooperate with Borrower in effecting such reduction, provided that the notional amount thereof shall at no time be less than the Principal Indebtedness.

Interest Rate Cap Agreements. (a) On or prior to the Closing Date, Borrower shall obtain, and thereafter maintain in effect, an Initial Interest Rate Cap Agreement, which shall be coterminous with the initial term of the Loan and have a notional amount equal to the Loan Amount. Any Initial The initial Interest Rate Cap Agreement shall have a LIBOR strike rate equal to or less than the LIBOR Strike Rate. (b) If Borrower exercises any of its option options to extend the term of the Loan pursuant to Section 1.2(b1.1(d), then on or prior to the commencement of the applicable Extension Term Term, Borrower shall obtain, and thereafter maintain in effect, an Extension Interest Rate Cap Agreement having (x) a term coterminous with the such Extension Term, (y) a notional amount at least equal to the Principal Indebtedness as of the first day of the such Extension Term, and (z) a LIBOR strike rate equal to or less than the LIBOR Strike Rate. (c) Borrower shall collaterally assign to Lender pursuant to an Assignment of Interest Rate Cap Agreement all of its right, title and interest in any and all payments under each Interest Rate Cap Agreement and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreement and obtain the consent of the Acceptable Counterparty to such collateral assignment (as evidenced by the Acceptable Counterparty’s execution of such Collateral Assignment of Interest Rate Cap Agreement). (d) Borrower shall comply with all of its obligations under the terms and provisions of each Interest Rate Cap Agreement. All amounts paid under an Interest Rate Cap Agreement shall be deposited directly into the Cash Management Lockbox Account. Borrower shall take all actions reasonably requested by Lender to enforce Lender’s rights under the Interest Rate Cap Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder. (e) If, at any time during the term of the Loan, the counterparty to the Interest Rate Cap Agreement then in effect ceases to be an Acceptable Counterparty is downgraded below (i) a long-term unsecured debt rating or counterparty rating of A by S&P, or (ii) a long-term unsecured debt rating of A2 by ▇▇▇▇▇’▇, or if any such rating is withdrawn or qualified, and thereafter fails to abide by the requirements set forth in such Interest Rate Cap Agreement with respect to ratings downgrades, then Borrower shall promptly obtain a replacement Interest Rate Cap Agreement satisfying the requirements set forth in paragraph (a) or (b) above, as applicable, with a counterparty that is an Acceptable Counterparty. (f) At Within 10 Business Days following the Closing Date, and at any time that Borrower obtains a replacement Interest Rate Cap Agreement pursuant to this Section 1.4Section, Borrower shall deliver to Lender a customary legal opinion or opinions from counsel to the applicable Acceptable Counterparty 43 [AM_ACTIVE 400655008_12] (which counsel g) If Lender converts the Loan from a LIBOR Loan to either a Prime Rate Loan or an Alternate Rate Loan in accordance herewith, then Borrower shall promptly obtain, and thereafter maintain in effect, an Interest Rate Cap Agreement that ▇▇▇▇▇▇ against increases in the Prime Rate or the Alternate Rate, as applicable, having (z) a strike rate that is equal to or less than the Strike Rate, determined as of the date of such conversion, (y) a term through the end of the Interest Accrual Period containing the then applicable Maturity Date, and (z) a notional amount at least equal to the Principal Indebtedness (provided that if such an Interest Rate Cap Agreement is not then commercially available, then Borrower may be internal counselpropose for Lender’s reasonable approval to (a) modify the existing Interest Rate Cap Agreement then in effect in a manner that would afford Lender substantially equivalent protection from increases in the form of Exhibit B.interest rate, or (b) obtain an alternative hedging instrument that would afford Lender substantially equivalent protection from increases in the interest rate).

Interest Rate Cap Agreements. (a) On or prior to the Closing Date, Borrower shall obtain, and thereafter maintain in effecteffect until the Initial Maturity Date, an the Initial Interest Rate Cap Agreement, which shall be coterminous with the initial term of the Loan and have a notional amount equal to the Loan Amount. Any The Initial Interest Rate Cap Agreement shall have a LIBOR strike rate equal to or less than the LIBOR Strike Rate. (b) If Borrower exercises any of its option options to extend the term of the Loan pursuant to Section SECTION 1.2(b), then on or prior to the commencement of the applicable Extension Term Borrower shall obtain, and thereafter maintain in effect, obtain an Extension Interest Rate Cap Agreement having (x) a term coterminous with the such Extension Term, (y) a notional amount at least equal to the Principal Indebtedness as of the first day of the such Extension Term, and (z) a LIBOR strike rate equal to or less than the LIBOR Strike Rate. (c) Borrower shall collaterally assign to Lender pursuant to an Assignment of Interest Rate Cap Agreement all of its right, title and interest in any and all payments under each Interest Rate Cap Agreement and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreement and obtain the consent of the Acceptable Counterparty to such collateral assignment (as evidenced by the Acceptable Counterparty’s 's execution of such Collateral Assignment of Interest Rate Cap Agreement). (d) Borrower shall comply with all of its obligations under the terms and provisions of each Interest Rate Cap Agreement. All amounts paid under an Interest Rate Cap Agreement shall be deposited directly into the Cash Management Account. Borrower shall take all actions reasonably requested by Lender to enforce Lender’s 's rights under the Interest Rate Cap Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder. (e) If, at any time during the term of the Loan, the counterparty to the Interest Rate Cap Agreement then in effect ceases to be an Acceptable Counterparty and thereafter fails to abide by the requirements set forth in such Interest Rate Cap Agreement with respect to ratings downgrades, then Borrower shall promptly obtain a replacement Interest Rate Cap Agreement satisfying the requirements set forth in paragraph (a) or (b) above, as applicable, with a counterparty that is an Acceptable Counterparty. (f) At Closing and at any time that Borrower obtains a replacement Interest Rate Cap Agreement pursuant to this Section 1.4, Borrower shall deliver to Lender a legal opinion or opinions from counsel to the applicable Acceptable Counterparty (which counsel may be internal counsel) in substantially the form of Exhibit B.

Interest Rate Cap Agreements. (a) On or prior to the Closing Date, Borrower shall obtain, and thereafter maintain in effect, an Initial Interest Rate Cap Agreement, which shall be coterminous with the initial term of the Loan and have a notional amount equal to the Loan Amount. Any Initial Interest Rate Cap Agreement shall have a LIBOR strike rate equal to or less than the LIBOR Strike Rate. (b) If Borrower exercises its option to extend the term of the Loan pursuant to Section 1.2(b), then on or prior to the commencement of the Extension Term Borrower shall obtain, and thereafter maintain in effect, an Extension Interest Rate Cap Agreement having (x) a term coterminous with the Extension Term, (y) a notional amount at least equal to the Principal Indebtedness as of the first day of the Extension Term, and (z) a LIBOR strike rate equal to or less than the LIBOR Strike Rate. (c) Borrower shall collaterally assign to Lender pursuant to an Assignment of Interest Rate Cap Agreement all of its right, title and interest in any and all payments under each Interest Rate Cap Agreement and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreement and obtain the consent of the Acceptable Counterparty to such collateral assignment (as evidenced by the Acceptable Counterparty’s execution of such Collateral Assignment of Interest Rate Cap Agreement). (d) Borrower shall comply with all of its obligations under the terms and provisions of each Interest Rate Cap Agreement. All amounts paid under an Interest Rate Cap Agreement shall be deposited directly into the Cash Management Account. Borrower shall take all actions reasonably requested by Lender to enforce Lender’s rights under the Interest Rate Cap Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder. (e) If, at any time during the term of the Loan, the counterparty to the Interest Rate Cap Agreement then in effect ceases to be an Acceptable Counterparty and thereafter fails to abide by the requirements set forth in such Interest Rate Cap Agreement with respect to ratings downgrades, then Borrower shall promptly obtain a replacement Interest Rate Cap Agreement satisfying the requirements set forth in paragraph (a) or (b) above, as applicable, with a counterparty that is an Acceptable Counterparty. (f) At As of the Closing Date, and at any time that Borrower obtains a replacement Interest Rate Cap Agreement pursuant to this Section 1.4, Borrower shall deliver to Lender a legal opinion or opinions from counsel to the applicable Acceptable Counterparty (which counsel may be internal counsel) in substantially the form of Exhibit B.

Interest Rate Cap Agreements. (a) On or prior to the Closing Date, Borrower shall obtain, and thereafter maintain in effect, an Initial Interest Rate Cap Agreement, which shall be coterminous with the initial term of the Loan and have a notional amount equal to the Loan Amount. Any Initial The initial Interest Rate Cap Agreement shall have a LIBOR strike rate equal to or less than the LIBOR Initial Term Strike Rate (or if the Alternate Strike Rate Condition has been satisfied, the Alternate Strike Rate). (b) If Borrower exercises any of its option options to extend the term of the Loan pursuant to Section 1.2(b1.1(d), then on or prior to the commencement of the applicable Extension Term Term, Borrower shall obtain, and thereafter maintain in effect, an Extension Interest Rate Cap Agreement having (xi) a term coterminous with the such Extension Term, (yii) a notional amount at least equal to the Principal Indebtedness as of the first day of the such Extension Term, and (ziii) a LIBOR strike rate equal to or less than the LIBOR Extension Term Strike Rate or if the Alternate Strike Rate Condition has been satisfied, the Alternate Strike Rate) (the “Replacement Interest Rate Cap Agreement”). (c) Borrower shall collaterally assign to Lender pursuant to an Assignment of Interest Rate Cap Agreement all of its right, title and interest in any and all payments under each Interest Rate Cap Agreement and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreement and obtain the consent of the Acceptable Counterparty to such collateral assignment (as evidenced by the Acceptable Counterparty’s execution of such Collateral Assignment of Interest Rate Cap Agreement). For the avoidance of doubt, provided that it is not prohibited under the Interest Rate Cap Agreement, Borrower may assign the Interest Rate Cap Agreement to another individual Borrower so long as such individual Borrower delivers an executed counterpart to the Assignment of the Interest Rate Cap Agreement. (d) Borrower shall comply in all material respects with all of its material obligations under the terms and provisions of each Interest Rate Cap Agreement. All amounts paid under an Interest Rate Cap Agreement shall be deposited directly into the Cash Management Lockbox Account. Borrower shall take all actions reasonably requested by Lender to enforce Lender▇▇▇▇▇▇’s rights under the Interest Rate Cap Agreement in a commercially reasonable manner in the event of a default by the counterparty thereunder and shall not materially waive, amend or otherwise modify any of its material rights thereunderthereunder without ▇▇▇▇▇▇’s prior written consent, not to be unreasonably withheld, conditioned or delayed. (e) If, at any time during the term of the Loan, the counterparty to the Interest Rate Cap Agreement then in effect ceases to be an Acceptable Counterparty and thereafter fails to abide by the requirements set forth in such Interest Rate Cap Agreement with respect to ratings downgrades, then Borrower shall promptly obtain a replacement Interest Rate Cap Agreement satisfying the requirements set forth in paragraph (a) or (b) above, as applicable, with a counterparty that is an Acceptable Counterparty. (f) At Closing and at any time that Borrower obtains a replacement Interest Rate Cap Agreement pursuant to this Section 1.4(including a Replacement Interest Rate Cap Agreement), Borrower shall deliver cause to be delivered to Lender a customary (for such Acceptable Counterparty) legal opinion or opinions opinion(s) from counsel to the applicable Acceptable Counterparty (which counsel may be internal counsel) in form and substance reasonably satisfactory to Lender. (g) Promptly following the occurrence of a Benchmark Replacement Date, Borrower shall obtain, and thereafter maintain in effect, an Interest Rate Cap Agreement that ▇▇▇▇▇▇ against increases in the Unadjusted Benchmark Replacement, having (i) a strike rate that is equal to or less than the Applicable Strike Rate, determined as of the Benchmark Replacement Date, (ii) a term through the end of the Interest Accrual Period containing the then applicable Maturity Date, and (iii) a notional amount at least equal to the Principal Indebtedness. If such an Interest Rate Cap Agreement is not then commercially available, then Borrower may propose for Lender’s reasonable approval an alternative hedging instrument that would afford Lender substantially equivalent protection from increases in the form of Exhibit B.interest rate; provided, however, that if Lender rejects Borrower’s proposal, then Lender will reasonably direct the alternative and Borrower shall comply with such directive.

Interest Rate Cap Agreements. (a) On or prior to the Closing Date, Borrower shall obtain, and thereafter maintain in effect, an Initial Interest Rate Cap Agreement, which shall be coterminous with the initial term of the Loan and have a notional amount equal to the Loan Amount. Any Initial The initial Interest Rate Cap Agreement shall have a LIBOR strike rate equal to or less than the LIBOR Initial Term Strike Rate. (b) If Borrower exercises any of its option options to extend the term of the Loan pursuant to Section 1.2(b1.1(d), then on or prior to the commencement of the Extension Term Term, Borrower shall obtain, and thereafter maintain in effect, an Extension Interest Rate Cap Agreement having (x) a term coterminous with the Extension Term, (y) a notional amount at least equal to the Principal Indebtedness as of the first day of the Extension Term, and (z) a LIBOR strike rate equal to or less than the LIBOR Extension Term Strike Rate. (c) Borrower shall collaterally assign to Lender pursuant to an Assignment of Interest Rate Cap Agreement all of its right, title and interest in any and all payments under each Interest Rate Cap Agreement and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreement and obtain the consent of the Acceptable Counterparty to such collateral assignment (as evidenced by the Acceptable Counterparty’s execution of such Collateral Assignment of Interest Rate Cap Agreement). (d) Borrower shall comply with all of its obligations under the terms and provisions of each Interest Rate Cap Agreement. All amounts paid under an Interest Rate Cap Agreement shall be deposited directly into the Cash Management Lockbox Account. Borrower shall take all actions reasonably requested by Lender ▇▇▇▇▇▇ to enforce Lender▇▇▇▇▇▇’s rights under the Interest Rate Cap Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder. (e) If, at any time during the term of the Loan, the counterparty to the Interest Rate Cap Agreement then in effect ceases to be an Acceptable Counterparty and thereafter fails to abide by the requirements set forth in such Interest Rate Cap Agreement with respect to ratings downgrades, then Borrower shall promptly but in any event no later than 30 days after notice thereof by ▇▇▇▇▇▇ obtain a replacement Interest Rate Cap Agreement satisfying the requirements set forth in paragraph (a‎(a) or (b‎(b) above, as applicable, with a counterparty that is an Acceptable Counterparty. (f) At On the Closing Date and at any time that Borrower obtains a replacement Interest Rate Cap Agreement pursuant to this Section 1.4Section, Borrower shall deliver to Lender a legal opinion or opinions from counsel to the applicable Acceptable Counterparty (which counsel may be internal counsel) in form and substance satisfactory to Lender. (g) Promptly following the occurrence of a Benchmark Replacement Date, Borrower shall obtain (or modify the existing Interest Rate Cap Agreement), and thereafter maintain in effect, an Interest Rate Cap Agreement that ▇▇▇▇▇▇ against increases in the Unadjusted Benchmark Replacement, having (x) a strike rate that is equal to or less than the Applicable Strike Rate, determined as of the Benchmark Replacement Date, (y) a term through the end of the Interest Accrual Period containing the then applicable Maturity Date, and (z) a notional amount at least equal to the Principal Indebtedness. If such an Interest Rate Cap Agreement is not then commercially available, then Borrower may propose for Lender’s reasonable approval an alternative hedging instrument that would afford Lender substantially equivalent protection from increases in the form interest rate; provided, however, that if Lender rejects Borrower’s proposal, then Lender will direct the alternative and Borrower shall comply in all material respects with such directive. (h) If, at any time, the notional amount of Exhibit B.an Interest Rate Cap Agreement is higher than the Principal Indebtedness, Borrower shall be permitted to release or transfer, free and clear of the Lien of the Loan Documents, a portion of the notional amount of such Interest Rate Cap Agreement in an amount equal to the amount of such excess, provided that any proceeds of such transaction actually realized by Borrower shall be remitted to Lender for deposit into the Shortfall Reserve Account.

Interest Rate Cap Agreements. (a) On or prior to the Closing Date, Borrower shall obtain, and thereafter maintain in effect, an Initial Interest Rate Cap Agreement, which shall be coterminous with the initial term of the Loan and have a notional amount equal to the Maximum Loan Amount. Any Initial initial Interest Rate Cap Agreement shall have a LIBOR strike rate equal to or less than the LIBOR applicable Strike Rate. (b) If Borrower exercises any of its option options to extend the term of the Loan pursuant to Section 1.2(b)1.2, then on or prior to the commencement of the applicable Extension Term Term, Borrower shall obtain, and thereafter maintain in effect, an Extension Interest Rate Cap Agreement having (x) a term coterminous with the such Extension Term, (y) a notional amount at least equal to the Principal Indebtedness plus any unfunded Future Advances, in each case, as of the first day of the such Extension Term, and (z) a LIBOR strike rate equal to or less than the LIBOR applicable Strike Rate. (c) Borrower shall collaterally assign to Lender pursuant to an Assignment of Interest Rate Cap Agreement all of its right, title and interest in any and all payments under each Interest Rate Cap Agreement and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreement and obtain the consent of the Acceptable Counterparty to such collateral assignment (as evidenced by the Acceptable Counterparty’s execution of such Collateral Assignment of Interest Rate Cap Agreement). (d) Borrower shall comply with all of its obligations under the terms and provisions of each Interest Rate Cap Agreement. All amounts paid under an Interest Rate Cap Agreement shall be deposited directly into the Cash Management Account. Borrower shall take all actions reasonably requested by Lender to enforce Lender’s rights under the Interest Rate Cap Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder. (e) If, at any time during the term of the Loan, the counterparty to the Interest Rate Cap Agreement then in effect ceases to be an Acceptable Counterparty and thereafter fails to abide is downgraded below (i) “A-” by the requirements set forth in such Interest Rate Cap Agreement with respect to ratings downgradesS&P and/or (ii) “A3” by ▇▇▇▇▇’▇, then Borrower shall promptly obtain a replacement Interest Rate Cap Agreement satisfying the requirements set forth in paragraph (a) or (b) abovethis Section 1.9, as applicable, with a counterparty that is an Acceptable Counterparty. (f) At On the Closing Date, and at any time that Borrower obtains a replacement Interest Rate Cap Agreement pursuant to this Section 1.41.9, Borrower shall deliver to Lender a legal opinion or opinions from counsel to the applicable Acceptable Counterparty (which counsel may be internal counsel) in form and substance reasonably satisfactory to Lender (provided, that any opinion or opinions delivered in connection with any replacement Interest Rate Cap Agreement shall be deemed satisfactory if in substantially the same form of Exhibit B.as the opinion or opinions delivered to Lender on the Closing Date).

Interest Rate Cap Agreements. (a) On or prior to the 60th day following the date hereof (or such earlier date as may be determined by the Required Lenders in their sole discretion, which date shall be not less than ten days after Borrower’s receipt of written notice from the Required Lenders), Borrower shall obtain, and thereafter maintain in effect (unless replaced pursuant to Section 1.5(e) below), an Interest Rate Cap Agreement, which shall cover the period from the date such Interest Rate Cap Agreement is obtained to but excluding the second anniversary of the Closing Date and have a notional amount that is not less than the Principal Indebtedness. On or prior to the second anniversary of the Closing Date, Borrower shall obtain, and thereafter maintain in effecteffect (unless replaced pursuant to Section 1.5(e) below), an Initial Interest Rate Cap Agreement, which shall be coterminous with cover the initial term period from such second anniversary of the Loan Closing Date to and including the third anniversary of the Closing Date and have a notional amount equal that is not less than the Principal Indebtedness. On or prior to the Loan Amountthird anniversary of the Closing Date, Borrower shall obtain, and thereafter maintain in effect (unless replaced pursuant to Section 1.5(e) below), an Interest Rate Cap Agreement, which shall cover the period from such third anniversary of the Closing Date to and including the fourth anniversary of the Closing Date and have a notional amount that is not less than the Principal Indebtedness. On or prior to the fourth anniversary of the Closing Date, Borrower shall obtain, and thereafter maintain in effect (unless replaced pursuant to Section 1.5(e) below), an Interest Rate Cap Agreement, which shall cover the period from such fourth anniversary of the Closing Date to and including the Maturity Date and have a notional amount that is not less than the Principal Indebtedness. Any Initial Interest Rate Cap Agreement shall have a LIBOR strike rate equal to or less than the LIBOR Strike Rate. Failure to obtain any such Interest Rate Cap Agreement on or prior to the respective date set forth above shall constitute an immediate Event of Default. (b) If Borrower exercises Immediately following its option to extend the term acquisition of the Loan pursuant to Section 1.2(b), then on or prior to the commencement of the Extension Term Borrower shall obtain, and thereafter maintain in effect, an Extension each Interest Rate Cap Agreement having (x) a term coterminous with the Extension TermAgreement, (y) a notional amount at least equal to the Principal Indebtedness as of the first day of the Extension Term, and (z) a LIBOR strike rate equal to or less than the LIBOR Strike Rate. (c) Borrower shall collaterally assign to Lender Collateral Agent, for the benefit of Lender, pursuant to an Assignment of Interest Rate Cap Agreement all of its right, title and interest in any and all payments under each such Interest Rate Cap Agreement and shall deliver to Lender Collateral Agent an executed counterpart of such Interest Rate Cap Agreement and obtain the consent of the Acceptable Counterparty to such collateral assignment (as evidenced by the Acceptable Counterparty’s execution of such Collateral Assignment of Interest Rate Cap Agreement). (dc) Borrower shall comply with all of its obligations under the terms and provisions of each Interest Rate Cap Agreement. All amounts paid under an Interest Rate Cap Agreement shall be deposited directly into the Cash Management Account. Borrower shall take all actions reasonably requested by Lender Administrative Agent to enforce Lender’s and Collateral Agent’s rights under the each Interest Rate Cap Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its material rights thereunder. (ed) If, at any time during the term of the Loan, the counterparty to the Interest Rate Cap Agreement then in effect ceases to be an Acceptable Counterparty and thereafter fails to abide by the requirements set forth in such Interest Rate Cap Agreement with respect to ratings downgrades, then Borrower shall promptly obtain a replacement Interest Rate Cap Agreement satisfying the requirements set forth in paragraph (a) or (b) above, as applicable, above with a counterparty that is an Acceptable Counterparty, which replacement Interest Rate Cap Agreement shall be collaterally assigned to Collateral Agent as set forth in paragraph (b) above. (fe) At Closing and at any time that Borrower obtains a replacement Interest Rate Cap Agreement pursuant to this Section 1.41.5, Borrower shall deliver cause to Lender be delivered to Administrative Agent a legal opinion or opinions from counsel to the applicable Acceptable Counterparty (which counsel may be internal counsel) in substantially form and substance reasonably satisfactory to Lender. (f) Borrower may, without the form consent of Exhibit B.Lender or any Agent, cause the notional amount of the Interest Rate Cap Agreements required pursuant to Sections 1.5 to be reduced, dollar-for-dollar, by any actual prepayment of the Loan made in accordance herewith and Collateral Agent shall, at the direction of Required Lenders and at Borrower’s sole cost and expense, cooperate with Borrower in effecting such reduction, provided that the notional amount thereof shall at no time be less than the Principal Indebtedness. (g) Collateral Agent shall have no duty, obligation or liability under this Section 1.5 other than to receive any Assignment of Interest Rate Cap Agreement delivered by Borrower. Without limiting the generality of the foregoing, Collateral Agent shall not be required to request any Assignment of Interest Rate Cap Agreement, to monitor Borrower’s compliance with the terms of any such agreement or to review the terms of any such agreement.

Interest Rate Cap Agreements. (a) On or prior to the Closing Date, Borrower shall obtainobtain from an Acceptable Counterparty, and thereafter maintain in effect, an Initial Interest Rate Cap Agreement, which shall be coterminous with having a term extending through the initial term of the Loan Maturity Date and have a notional amount equal to the Loan Amount. Any Initial The Interest Rate Cap Agreement shall have a LIBOR strike rate equal to or less than the LIBOR Strike Rate. (b) If Borrower exercises its option to extend In the term event of any downgrade, withdrawal or qualification (each, a “Downgrade”) of the Loan pursuant rating of the Counterparty such that, thereafter, the Counterparty shall cease to Section 1.2(b)be an Acceptable Counterparty, then on or prior Borrower shall either (i) obtain a Rating Confirmation from the Applicable Rating Agency with respect to the commencement of Counterparty, (ii) replace the Extension Term Borrower shall obtain, and thereafter maintain in effect, an Extension Interest Rate Cap Agreement having with a Replacement Interest Cap Agreement, (x) having a term coterminous with extending through the Extension Termend of the Interest Accrual Period in which occurs the Maturity Date, (y) in a notional amount at least equal to the Principal Indebtedness as principal balance of the first day of the Extension TermLoan then outstanding, and (z) having a LIBOR strike rate equal to the Strike Rate or less than (iii) in Lender’s sole discretion, cause the LIBOR Strike RateCounterparty to enter into an arrangement acceptable to Lender, whereby the Counterparty shall provide collateral, a letter of credit or other credit support to secure performance of its obligations under the Interest Rate Cap Agreement and provided that Borrower shall have obtained a Rating Confirmation from the Applicable Rating Agency with respect thereto. (c) Borrower shall collaterally assign to Lender pursuant to an Assignment of Interest Rate Cap Agreement Agreement, dated as of the Closing Date, between Borrower and Lender (the “Assignment of Interest Rate Agreement”), all of its right, title and interest in to receive any and all payments under each the Interest Rate Cap Agreement (or, when and if any such agreement becomes effective, any Replacement Interest Rate Cap Agreement or Extension Interest Rate Cap Agreement), and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreement, Replacement Interest Rate Cap Agreement or Extension Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Lender and obtain require that payments be made directly to Lender) and notify the consent Counterparty of the Acceptable Counterparty to such collateral assignment (as evidenced by the Acceptable Counterparty’s execution of either in such Collateral Assignment of Interest Rate Cap Agreement, Replacement Interest Rate Cap Agreement or Extension Interest Rate Cap Agreement or by separate instrument). (d) Borrower shall comply with all of its obligations under the terms and provisions of each the Interest Rate Cap Agreement (or, as applicable, any Replacement Interest Rate Cap Agreement or Extension Interest Rate Cap Agreement). All amounts paid by the Counterparty under an the Interest Rate Cap Agreement (or, as applicable, any Replacement Interest Rate Cap Agreement or Extension Interest Rate Cap Agreement) to Borrower or Lender shall be deposited directly immediately into the Cash Management Deposit Account. Borrower shall take all actions action reasonably requested by Lender to enforce Lender’s rights under the Interest Rate Cap Agreement (or, as applicable, any Replacement Interest Rate Cap Agreement or Extension Interest Rate Cap Agreement) in the event of a default by the counterparty thereunder Counterparty and shall not waive, amend or otherwise modify any of its rights thereunder. (e) IfIf Borrower exercises its option to extend the Maturity Date pursuant to Section 2.3.4(b) hereof, then, on or prior to the Extension Date, the Borrower shall obtain or have in place an Extension Interest Rate Cap Agreement (i) having a term through the end of the Interest Accrual Period in which occurs the Maturity Date as so extended, (ii) in a notional amount at least equal to the principal balance of the Loan as of such Extension Date, and (iii) having a strike rate equal to the Strike Rate, and such Extension Interest Rate Cap Agreement shall be collaterally assigned to Lender in accordance with subsection 2.7(c) above. (f) If requested by Lender in connection with a Securitization, or at any time during the term following a Securitization of the Loan, Borrower shall obtain and deliver to Lender an opinion of counsel from counsel for the counterparty Counterparty (which counsel may be in-house counsel for the Counterparty) to the Interest Rate Cap Agreement then in effect ceases to be an Acceptable Counterparty and thereafter fails to abide by the requirements set forth in such (or, as applicable, any Replacement Interest Rate Cap Agreement with respect or Extension Interest Rate Cap Agreement) entered into pursuant to ratings downgradesthis Section (upon which Lender and its successors and assigns and the Rating Agencies may rely) which shall provide, then Borrower shall promptly obtain a replacement in relevant part, that: (i) the Counterparty is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or organization and has the organizational power and authority to execute and deliver, and to perform its obligations under, the Interest Rate Cap Agreement satisfying the requirements set forth in paragraph (a) or (b) aboveor, as applicable, with a counterparty that is an Acceptable Counterparty. (f) At Closing and at any time that Borrower obtains a replacement Replacement Interest Rate Cap Agreement or Extension Interest Rate Cap Agreement); (ii) the execution and delivery of the Interest Rate Cap Agreement (or, as applicable, any Replacement Interest Rate Cap Agreement or Extension Interest Rate Cap Agreement) by the Counterparty, and any other agreement which the Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been and remain duly authorized by all necessary action and do not contravene any provision of its certificate of incorporation or by-laws (or equivalent organizational documents) or any law, regulation or contractual restriction binding on or affecting it or its property; (iii) all consents, authorizations and approvals required for the execution and delivery by the Counterparty of the Interest Rate Cap Agreement (or, as applicable, any Replacement Interest Rate Cap Agreement or Extension Interest Rate Cap Agreement), and any other agreement which the Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been obtained and remain in full force and effect, all conditions thereof have been duly complied with, and no other action by, and no notice to this Section 1.4or filing with any governmental authority or regulatory body is required for such execution, Borrower shall deliver delivery or performance; and (iv) the Interest Rate Cap Agreement (or, as applicable, any Replacement Interest Rate Cap Agreement or Extension Interest Rate Cap Agreement), and any other agreement which the Counterparty has executed and delivered pursuant thereto, has been duly executed and delivered by the Counterparty and constitutes the legal, valid and binding obligation of the Counterparty, enforceable against the Counterparty in accordance with its terms, subject to Lender applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a legal opinion proceeding in equity or opinions from counsel to the applicable Acceptable Counterparty (which counsel may be internal counsel) in substantially the form of Exhibit B.at law).

Interest Rate Cap Agreements. (a) On or prior to the Closing Date, Borrower shall obtainobtain from an Acceptable Counterparty, and thereafter maintain in effect, an Initial Interest Rate Cap Agreement, which shall be coterminous with having a term extending through the initial term of the Loan Maturity Date and have a notional amount equal to the Loan Amount$250,000,000.00. Any Initial The Interest Rate Cap Agreement shall have a LIBOR strike rate equal to or less than the LIBOR Strike Rate. (b) If Borrower exercises its option to extend In the term event of any downgrade, withdrawal or qualification (each, a “Downgrade”) of the Loan pursuant rating of the Counterparty such that, thereafter, the Counterparty shall cease to Section 1.2(b)be an Acceptable Counterparty, then on or prior Borrower shall either (i) obtain a Rating Confirmation from the Applicable Rating Agency with respect to the commencement of Counterparty, (ii) replace (or cause the Extension Term Borrower shall obtain, and thereafter maintain in effect, an Extension Counterparty to replace) the Interest Rate Cap Agreement having with a Replacement Interest Cap Agreement, (x) having a term coterminous with extending through the Extension Termend of the Interest Accrual Period in which occurs the Maturity Date, (y) in a notional amount at least equal to the Principal Indebtedness as principal balance of the first day of the Extension TermLoan then outstanding, and (z) having a LIBOR strike rate equal to the Strike Rate or less than (iii) in Lender’s sole discretion, cause the LIBOR Strike RateCounterparty to enter into an arrangement acceptable to Lender, whereby the Counterparty shall provide collateral, a letter of credit or other credit support to secure performance of its obligations under the Interest Rate Cap Agreement and provided that Borrower shall have obtained a Rating Confirmation from the Applicable Rating Agency with respect thereto. (c) Borrower shall collaterally assign to Lender pursuant to an Assignment of Interest Rate Cap Agreement Agreement, dated as of the Closing Date, between Borrower and Lender (the “Assignment of Interest Rate Agreement”), all of its right, title and interest in to receive any and all payments under each the Interest Rate Cap Agreement (or, when and if any such agreement becomes effective, any Replacement Interest Rate Cap Agreement or Extension Interest Rate Cap Agreement), and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreement, Replacement Interest Rate Cap Agreement or Extension Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Lender and obtain require that payments be made directly to Lender) and notify the consent Counterparty of the Acceptable Counterparty to such collateral assignment (as evidenced by the Acceptable Counterparty’s execution of either in such Collateral Assignment of Interest Rate Cap Agreement, Replacement Interest Rate Cap Agreement or Extension Interest Rate Cap Agreement or by separate instrument). (d) Borrower shall comply with all of its obligations under the terms and provisions of each the Interest Rate Cap Agreement (or, as applicable, any Replacement Interest Rate Cap Agreement or Extension Interest Rate Cap Agreement). All amounts paid by the Counterparty under an the Interest Rate Cap Agreement (or, as applicable, any Replacement Interest Rate Cap Agreement or Extension Interest Rate Cap Agreement) to Borrower or Lender shall be deposited directly immediately into the Cash Management Deposit Account. Borrower shall take all actions action reasonably requested by Lender to enforce Lender’s rights under the Interest Rate Cap Agreement (or, as applicable, any Replacement Interest Rate Cap Agreement or Extension Interest Rate Cap Agreement) in the event of a default by the counterparty thereunder Counterparty and shall not waive, amend or otherwise modify any of its rights thereunder. (e) IfIf Borrower exercises its option to extend the Maturity Date pursuant to Section 2.3.4(b) hereof, at any time during then, on or prior to the Extension Date, the Borrower shall obtain or have in place an Extension Interest Rate Cap Agreement (i) having a term through the end of the LoanInterest Accrual Period in which occurs the Maturity Date as so extended, (ii) in a notional amount at least equal to the counterparty principal balance of the Loan as of such Extension Date, and (iii) having a strike rate equal to the Strike Rate, and such Extension Interest Rate Cap Agreement shall be collaterally assigned to Lender in accordance with subsection 2.7(c) above. (f) Borrower shall obtain and deliver to Lender an opinion of counsel in the form attached hereto as Exhibit D from counsel for the Counterparty to the Interest Rate Cap Agreement then in effect ceases to be an Acceptable Counterparty and thereafter fails to abide by the requirements set forth in such (or, as applicable, any Replacement Interest Rate Cap Agreement with respect to ratings downgrades, then Borrower shall promptly obtain a replacement or Extension Interest Rate Cap Agreement satisfying the requirements set forth in paragraph (aAgreement) or (b) above, as applicable, with a counterparty that is an Acceptable Counterparty. (f) At Closing and at any time that Borrower obtains a replacement Interest Rate Cap Agreement entered into pursuant to this Section 1.4, Borrower shall deliver to (upon which Lender a legal opinion or opinions from counsel to and its successors and assigns and the applicable Acceptable Counterparty (which counsel Rating Agencies may be internal counsel) in substantially the form of Exhibit B.rely).

Interest Rate Cap Agreements. (a) On The Depositor hereby directs and authorizes the Trustee, solely in its capacity as Trustee under this Agreement and not in its individual capacity, to execute and deliver each of the Interest Rate Cap Agreements concurrently with the execution and delivery of this Agreement. Except as may be directed by the Depositor or prior to by Holders of 51% of the Closing Date, Borrower shall obtain, and thereafter maintain in effect, Percentage Interests of a Class of Certificates that have the benefit of an Initial Interest Rate Cap Agreement, which the Trustee shall be coterminous with have no duty or responsibility to enter into any other interest rate cap contract or agreement upon the initial term expiration or termination of any of the Loan and have a notional amount equal to the Loan Amount. Any Initial Interest Rate Cap Agreement Agreements. The Interest Rate Cap Agreements will be assets of the Trust Fund but will not be assets of any REMIC. The Trustee shall have a LIBOR strike rate equal deposit any amounts received from the Cap Counterparty with respect to or less than the LIBOR Strike RateInterest Rate Cap Agreements into the related Interest Rate Cap Account. (b) If Borrower exercises its option The Trustee will prepare and deliver any notices required to extend the term of the Loan pursuant to Section 1.2(b), then on or prior be delivered to the commencement of the Extension Term Borrower shall obtain, and thereafter maintain in effect, an Extension Cap Counterparty under any Interest Rate Cap Agreement having (x) a term coterminous with the Extension Term, (y) a notional amount at least equal to the Principal Indebtedness as of the first day of the Extension Term, and (z) a LIBOR strike rate equal to or less than the LIBOR Strike RateAgreement. (c) Borrower The Trustee shall collaterally assign to Lender pursuant to terminate an Assignment of Interest Rate Cap Agreement all upon the occurrence of its right, title and interest in any and all payments an event of default under each that Interest Rate Cap Agreement and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreement and obtain the consent which a Responsible Officer of the Acceptable Trustee has actual knowledge. Upon such a termination, the Cap Counterparty may be required to such collateral assignment (as evidenced by pay an amount to the Acceptable Counterparty’s execution Trustee in respect of such Collateral Assignment market quotations for the replacement cost of the related Interest Rate Cap Agreement). (d) Borrower On each Distribution Date, following the distribution of any amounts in respect of interest pursuant to Section 4.02B(a)(5)(C)(xii), the Trustee shall comply with all of its obligations under distribute amounts on deposit in the terms and provisions of each Interest Rate Cap Agreement. All Accounts as follows: (i) Amounts on deposit in the Class 5-A-1 Interest Rate Cap Account will be distributed in the following order of priority: (A) to the Class 5-A-1 Certificates, any applicable Basis Risk Carry Forward Amount, prior to giving effect to any withdrawals from the Reserve Fund or from amounts available to be paid in respect of Basis Risk Shortfalls under Section 4.02B(a)(C) on such Distribution Date; and (B) the pro rata share of the Class 5-A-1 Certificates, based on the amount remaining on deposit in the Class 5-A-1 Interest Rate Cap Account as a percentage of the aggregate amounts remaining in all of the Interest Rate Cap Accounts (in each case after payments in respect of Basis Risk Carry Forward Amounts on the related Class of Certificates), of the remaining amounts on deposit in the Class 5-A-1 Interest Rate Cap Account, in the following order of priority: first, to the Group 5 Principal Remittance Amount (up to the amount of Realized Losses on the Group 5 Mortgage Loans incurred during the related Due Period); and second, sequentially, to the Class 5-M-1, Class 5-M-2, Class 5-M-3, Class 5-M-4 and Class 5-M-5 Certificates, in that order, any applicable Unpaid Realized Loss Amount prior to giving effect to amounts available to be paid in respect of such Unpaid Realized Loss Amounts as described under Section 4.02B(a)(B) on such Distribution Date, (ii) Amounts on deposit in the Class 5-A-2 Interest Rate Cap Account, will be distributed in the following order of priority: (A) to the Class 5-A-2 Certificates, any applicable Basis Risk Carry Forward Amount, prior to giving effect to any withdrawals from the Reserve Fund or from amounts available to be paid in respect of Basis Risk Shortfalls under Section 4.02B(a)(C) on such Distribution Date; (B) the pro rata share of the Class 5-A-2 Certificates, based on the amount remaining on deposit in the Class 5-A-2 Interest Rate Cap Account as a percentage of the aggregate amounts remaining in all of the Interest Rate Cap Accounts (in each case after payments in respect of Basis Risk Carry Forward Amounts on the related Class of Certificates), of the remaining amounts on deposit in the Class 5-A-2 Interest Rate Cap Account, in the following order of priority: first, to the Group 5 Principal Remittance Amount, up to the amount of Realized Losses on the Group 5 Mortgage Loans incurred during the related Due Period; and second, sequentially, to the Class 5-M-1, Class 5-M-2, Class 5-M-3, Class 5-M-4 and Class 5-M-5 Certificates, in that order, any applicable Unpaid Realized Loss Amount prior to giving effect to amounts available to be paid in respect of such Unpaid Realized Loss Amounts as described under Section 4.02B(a)(B) on such Distribution Date; and (iii) Amounts on deposit in the Class 5-A-3 Interest Rate Cap Account will be distributed in the following order of priority: (A) to the Class 5-A-3 Certificates, any applicable Basis Risk Carry Forward Amount, prior to giving effect to any withdrawals from the Reserve Fund or from amounts available to be paid in respect of Basis Risk Shortfalls under Section 4.02B(a)(C) on such Distribution Date; (B) the pro rata share of the Class 5-A-3 Certificates, based on the amount remaining on deposit in the Class 5-A-3 Interest Rate Cap Account as a percentage of the aggregate amounts remaining in all of the Interest Rate Cap Accounts (in each case after payments in respect of Basis Risk Carry Forward Amounts on the related Class of Certificates), of the remaining amounts on deposit in the Class 5-A-3 Interest Rate Cap Account, in the following order of priority: first, to the Group 5 Principal Remittance Amount, up to the amount of Realized Losses on the Group 5 Mortgage Loans incurred during the related Due Period; and second, sequentially, to the Class 5-M-1, Class 5-M-2, Class 5-M-3, Class 5-M-4 and Class 5-M-5 Certificates, in that order, any applicable Unpaid Realized Loss Amount prior to giving effect to amounts available to be paid in respect of such Unpaid Realized Loss Amounts as described under Section 4.02B(a)(B) on such Distribution Date. (e) Amounts paid under an Interest Rate Cap Agreement shall not used on any Distribution Date to pay Basis Risk Shortfalls on the related Class of Certificates, Realized Losses on the Group 5 Mortgage Loans or Unpaid Realized Loss Amounts on the Class 5-M-1, Class 5-M-2, Class 5-M-3, Class 5-M-4 and Class 5-M-5 Certificates will remain on deposit in the related Interest Rate Cap Account and may be deposited directly into available on future Distribution Dates to make the Cash Management Accountpayments described in Section 4.07(d). Borrower shall take all actions reasonably requested by Lender to enforce Lender’s rights under However, at no time will the amount on deposit in the Interest Rate Cap Agreement Account exceed the related Deposit Amount. Any amount on deposit in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder. (e) If, at any time during the term of the Loan, the counterparty to the Interest Rate Cap Agreement then Account in effect ceases to excess of the related Deposit Amount will be an Acceptable Counterparty and thereafter fails to abide by the requirements set forth in such Interest Rate Cap Agreement with respect to ratings downgrades, then Borrower shall promptly obtain a replacement Interest Rate Cap Agreement satisfying the requirements set forth in paragraph (a) or (b) above, as applicable, with a counterparty that is an Acceptable Counterparty. (f) At Closing and at any time that Borrower obtains a replacement Interest Rate Cap Agreement pursuant to this Section 1.4, Borrower shall deliver to Lender a legal opinion or opinions from counsel released to the applicable Acceptable Counterparty (which counsel may be internal counsel) in substantially the form of Exhibit B.Class 5-C Certificateholders.

Interest Rate Cap Agreements. (a) On or prior to the Closing Date, Borrower shall obtain, and thereafter maintain in effect, an Initial Interest Rate Cap Agreement, which shall be coterminous with the initial term of the Loan and have a notional amount equal to the Loan Amount. Any Initial initial Interest Rate Cap Agreement shall have a LIBOR strike rate equal to or less than the LIBOR Strike Rate. (b) If Borrower exercises any of its option options to extend the term of the Loan pursuant to Section 1.2(b1.1(d), then on or prior to the commencement of the applicable Extension Term Term, Borrower shall obtain, and thereafter maintain in effect, an Extension Interest Rate Cap Agreement having (x) a term coterminous with the such Extension Term, (y) a notional amount at least equal to the Principal Indebtedness as of the first day of the such Extension Term, and (z) a LIBOR strike rate equal to or less than the LIBOR Strike Rate. (c) Borrower shall collaterally assign to Lender pursuant to an Assignment of Interest Rate Cap Agreement all of its right, title and interest in any and all payments under each Interest Rate Cap Agreement and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreement and obtain the consent of the Acceptable Counterparty to such collateral assignment (as evidenced by the Acceptable Counterparty’s execution of such Collateral Assignment of Interest Rate Cap Agreement). (d) Borrower shall comply with all of its obligations under the terms and provisions of each Interest Rate Cap Agreement. All amounts paid under an Interest Rate Cap Agreement shall be deposited directly into the Cash Management Account. Borrower shall take all actions reasonably requested by Lender to enforce Lender’s rights under the Interest Rate Cap Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder. (e) If, at any time during the term of the Loan, the counterparty to the Interest Rate Cap Agreement then in effect ceases to be an Acceptable Counterparty and thereafter fails to abide by the requirements set forth in such Interest Rate Cap Agreement with respect to ratings downgrades, then Borrower shall promptly obtain a replacement Interest Rate Cap Agreement satisfying the requirements set forth in paragraph (a) or (b) above, as applicable, with a counterparty that is an Acceptable Counterparty; provided, however, that Borrower shall not be required to obtain such replacement Interest Rate Cap Agreement if, within 10 Business Days following receipt of written notice of such downgrade, (i) the counterparty to the Interest Rate Cap Agreement or an affiliate thereof posts cash collateral in an amount reasonably acceptable to Lender securing its obligations under the Interest Rate Cap Agreement or (ii) an affiliate of such counterparty with a rating such that, if such affiliate were the counterparty under the Interest Rate Cap Agreement, it would be an Acceptable Counterparty, delivers a guaranty reasonably acceptable to Lender guaranteeing the counterparty’s obligations under the Interest Rate Cap Agreement. (f) At Within fifteen Business Days following (i) the Closing Date and at any time (ii) the date that Borrower obtains delivers a replacement Interest Rate Cap Agreement pursuant to this Section 1.4Section, Borrower shall deliver to Lender a legal opinion or opinions from counsel to the applicable Acceptable Counterparty (which counsel may be internal counsel) in substantially the form of Exhibit B.and substance reasonably satisfactory to Lender.

Interest Rate Cap Agreements. (a) On or prior to the Closing Date, Borrower shall obtain, and thereafter maintain in effect, an Initial Interest Rate Cap Agreement, which shall be coterminous with the initial term of the Loan and have a notional amount equal to the Loan Amount. Any Initial initial Interest Rate Cap Agreement shall have a LIBOR strike rate equal to or less than the LIBOR Strike Rate. (b) If Borrower exercises any of its option options to extend the term of the Loan pursuant to Section 1.2(b1.1(d), then on or prior to the commencement of the applicable Extension Term Term, Borrower shall obtain, and thereafter maintain in effect, an Extension Interest Rate Cap Agreement having (x) a term coterminous with the such Extension Term, (y) a notional amount at least equal to the Principal Indebtedness as of the first day of the such Extension Term, and (z) a LIBOR strike rate equal to or less than the LIBOR Strike Rate. (c) Borrower shall collaterally assign to Lender pursuant to an Assignment of Interest Rate Cap Agreement all of its right, title and interest in any and all payments under each Interest Rate Cap Agreement and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreement and obtain the consent of the Acceptable Counterparty to such collateral assignment (as evidenced by the Acceptable Counterparty’s execution of such Collateral Assignment of Interest Rate Cap Agreement). (d) Borrower shall comply with all of its material obligations under the terms and provisions of each Interest Rate Cap Agreement. All amounts paid under an Interest Rate Cap Agreement shall be deposited directly into the Cash Management Clearing Account. Borrower shall take all actions reasonably requested by Lender to enforce Lender’s rights under the Interest Rate Cap Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunderthereunder without the approval of Lender, not to be unreasonably withheld, delayed or conditioned. (e) If, at any time during the term of the Loan, the counterparty to the Interest Rate Cap Agreement then in effect ceases to be an Acceptable Counterparty and thereafter fails to abide by the requirements set forth in such Interest Rate Cap Agreement with respect to ratings downgrades, then Borrower shall promptly obtain a replacement Interest Rate Cap Agreement satisfying the requirements set forth in paragraph (a) or (b) above, as applicable, with a counterparty that is an Acceptable Counterparty. (f) At Closing In connection with closing of the Loan and at any time that Borrower obtains a replacement Interest Rate Cap Agreement pursuant to this Section 1.4Section, Borrower shall deliver to Lender a legal opinion or opinions from counsel to the applicable Acceptable Counterparty (which counsel may be internal counsel) with respect to the Interest Rate Cap Agreement in substantially the form of Exhibit B.and substance reasonably satisfactory to Lender.

Interest Rate Cap Agreements. (a) On or prior to the Closing Date, Borrower shall obtain, and thereafter maintain in effect, an Initial Interest Rate Cap Agreement, which shall be coterminous with the initial term of the Loan and have a notional amount equal to the Loan AmountAmount (and thereafter at all times at least equal to then outstanding principal balance of the Loan). Any Initial initial Interest Rate Cap Agreement shall have a LIBOR strike rate equal to or less than the LIBOR Strike Rate. (b) If Borrower exercises any of its option options to extend the term of the Loan pursuant to Section 1.2(b1.1(d), then on or prior to the commencement of the applicable Extension Term Term, Borrower shall obtain, and thereafter maintain in effect, an Extension Interest Rate Cap Agreement having (x) a term coterminous with the such Extension Term, (y) a notional amount at least equal to the Principal Indebtedness as of the first day of the such Extension Term, and (z) a LIBOR strike rate equal to or less than the LIBOR Strike Rate. (c) Borrower shall collaterally assign to Lender pursuant to an Assignment of Interest Rate Cap Agreement all of its right, title and interest in any and all payments under each Interest Rate Cap Agreement and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreement and obtain the consent of the Acceptable Counterparty to such collateral assignment (as evidenced by the Acceptable Counterparty’s execution of such Collateral Assignment of Interest Rate Cap Agreement). (d) Borrower shall comply with all of its obligations under the terms and provisions of each Interest Rate Cap AgreementAgreement in all material respects. All amounts paid under an Interest Rate Cap Agreement shall be deposited directly into the Cash Management Account. Borrower shall take all actions reasonably requested by Lender to enforce Lender’s rights under the Interest Rate Cap Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder. (e) If, at any time during the term of the Loan, the counterparty to the Interest Rate Cap Agreement then in effect ceases to be an Acceptable Counterparty and thereafter fails to abide by the requirements set forth in such Interest Rate Cap Agreement with respect to ratings downgrades, then Borrower shall promptly (i) obtain a replacement Interest Rate Cap Agreement satisfying the requirements set forth in paragraph (a) or (b) above, as applicable, with a counterparty that is an Acceptable Counterparty, (ii) if provided for in such Interest Rate Cap Agreement, promptly deliver to Lender a guaranty of all of the obligations of the counterparty pursuant to the Interest Rate Cap Agreement in form and substance acceptable to Lender and the Rating Agencies from an entity acceptable to Lender and the Rating Agencies or (iii) if provided for in such Interest Rate Cap Agreement, promptly cause the counterparty to deliver collateral to secure Borrower’s exposure under the Interest Rate Cap Agreement in such amount and pursuant to such terms as are acceptable to Lender and to the Rating Agencies. (f) At Closing and at any time that Borrower obtains a replacement Interest Rate Cap Agreement pursuant to this Section 1.4Section, Borrower shall deliver to Lender a legal opinion or opinions from counsel to the applicable Acceptable Counterparty (which counsel may be internal counsel) in substantially the form of Exhibit B.and substance reasonably satisfactory to Lender.

Interest Rate Cap Agreements. (a) On or prior to Within five Business Days after the Closing Datedate hereof, Borrower shall obtain, and thereafter maintain in effecteffect (unless replaced pursuant to Section 1.4(e)), an Initial Interest Rate Cap Agreement, which shall be coterminous with the initial term of the Loan and have a notional amount equal to that is not less than the Loan AmountPrincipal Indebtedness. Any Initial Interest Rate Cap Agreement shall have a LIBOR strike rate equal to or less than the then-applicable LIBOR Strike Rate. (b) If Borrower exercises any of its option options to extend the term of the Loan pursuant to Section 1.2(b), then on or prior to the commencement of the applicable Extension Term Borrower shall obtain, and thereafter maintain in effecteffect (unless replaced pursuant to Section 1.4(e)), an Extension Interest Rate Cap Agreement having (x) a term coterminous with the such Extension Term, (y) a notional amount at least equal to that is not less than the Principal Indebtedness as of the first day of the Extension TermIndebtedness, and (z) a LIBOR strike rate equal to or less than the then-applicable LIBOR Strike Rate. (c) Borrower shall collaterally assign to Lender pursuant to an Assignment of Interest Rate Cap Agreement all of its right, title and interest in any and all payments under each Interest Rate Cap Agreement and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreement and obtain the consent of the Acceptable Counterparty to such collateral assignment (as evidenced by the Acceptable Counterparty’s execution of such Collateral Assignment of Interest Rate Cap Agreement). (d) Borrower shall comply with all of its obligations under the terms and provisions of each Interest Rate Cap Agreement. All amounts paid under an Interest Rate Cap Agreement shall be deposited directly into the Cash Management Account. Borrower shall take all actions reasonably requested by Lender to enforce Lender’s rights under the Interest Rate Cap Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its material rights thereunder. (e) If, at any time during the term of the Loan, the counterparty to the Interest Rate Cap Agreement then in effect ceases to be an Acceptable Counterparty and thereafter fails to abide by the requirements set forth in such Interest Rate Cap Agreement with respect to ratings downgrades, then Borrower shall promptly obtain a replacement Interest Rate Cap Agreement satisfying the requirements set forth in paragraph (a) or (b) above, as applicable, with a counterparty that is an Acceptable Counterparty, which replacement Interest Rate Cap Agreement shall be collaterally assigned to Lender as set forth in paragraph (c) above. (f) At Closing and at any time that Borrower obtains a replacement an Interest Rate Cap Agreement pursuant to this Section 1.4, Borrower shall deliver cause to be delivered to Lender a legal opinion or opinions from counsel to the applicable Acceptable Counterparty (which counsel may be internal counsel) with respect to the enforceability, authority and other customary matters in substantially form and substance reasonably satisfactory to Lender. (g) Borrower may, without Lender’s consent, cause the form notional amount of Exhibit B.any Interest Rate Cap Agreement to be reduced, dollar-for-dollar, by any actual prepayment of the Loan made in accordance herewith and Lender shall, at Borrower’s sole cost and expense, cooperate with Borrower in effecting such reduction, provided that the notional amount thereof shall at no time be less than the Principal Indebtedness.

Interest Rate Cap Agreements. (a) On or prior to Issuers shall maintain the Closing Date, Borrower shall obtain, and thereafter maintain in effect, an Initial Interest Rate Cap AgreementAgreement with an Acceptable Counterparty in effect and having a term extending through July 14, which shall be coterminous with the 2006 and an initial term of the Loan and have a notional amount equal to the Loan Outstanding Principal Amount. Any Initial The Interest Rate Cap Agreement shall have a LIBOR strike rate equal to or less an amount such that the maximum interest rate paid by Issuers after giving effect to payments made under the Interest Rate Cap Agreement shall equal no more than the LIBOR Strike Maximum Pay Rate. The notional amount of the Interest Rate Cap Agreement may be reduced from time to time and in an amount equal to any prepayment which is applied to reduce the principal balance of the Notes in accordance with Section 2.4 hereof; provided that the strike rate shall be equal to an amount such that the maximum interest rate paid by Issuers after giving effect to payments made under the Interest Rate Cap Agreement shall equal no more than the Maximum Pay Rate. (b) If Borrower exercises its option to extend In the term event of (x) any downgrade, withdrawal or qualification (each, a "Downgrade") of the Loan pursuant to Section 1.2(b), then on or prior to the commencement rating of the Extension Term Borrower Counterparty such that, thereafter, the Counterparty shall obtain, cease to be an Acceptable Counterparty and thereafter maintain (y) the Counterparty shall fail to comply with the requirements contained in effect, an Extension the Interest Rate Cap Agreement having which are described in Exhibit C upon such occurrence, the Issuers shall either (i) obtain a Rating Confirmation from the Applicable Rating Agency with respect to the Counterparty or (ii) replace the Interest Rate Cap Agreement with a Replacement Interest Cap Agreement, (x) having a term coterminous with extending through the Extension Termend of the Interest Accrual Period in which occurs the Maturity Date, (y) in a notional amount at least equal to the Outstanding Principal Indebtedness as of the first day of the Extension TermAmount, and (z) having a LIBOR strike rate equal to or less an amount such that the maximum interest rate paid by Issuer after giving effect to payments made under such Replacement Interest Rate Cap Agreement shall equal no more than the LIBOR Strike Maximum Pay Rate. (c) Borrower shall collaterally assign Each Issuer hereby pledges, assigns, transfers, delivers and grants a continuing first priority lien to Lender pursuant Note Trustee, as security for payment of all sums due in respect of the Notes and the performance of all other terms, conditions and covenants of this Indenture and any other Transaction Document on such Issuer's part to an Assignment be paid and performed, in, to and under all of such Issuer's right, title and interest: (i) in the Interest Rate Cap Agreement all of its right(as soon as such agreement is effective or when and if any replacement agreement becomes effective, title and interest in any Replacement Interest Rate Cap Agreement or Extension Interest Rate Cap Agreement); (ii) to receive any and all payments under each the Interest Rate Cap Agreement (or, when and if any such agreement becomes effective, any Replacement Interest Rate Cap Agreement or Extension Interest Rate Cap Agreement), whether as contractual obligations, damages or otherwise; and (iii) to all claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under or arising out of the Interest Rate Cap Agreement (as soon as such agreement is effective or when and if any such agreement becomes effective, any Replacement Interest Rate Cap Agreement or Extension Interest Rate Cap Agreement), in each case including all accessions and additions to, substitutions for and replacements, products and proceeds of any of the foregoing. Issuers shall deliver to Lender Note Trustee an executed counterpart of such Interest Rate Cap Agreement, Replacement Interest Rate Cap Agreement or Extension Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Note Trustee and obtain require that payments be made directly to Note Trustee) and notify the Counterparty of such assignment (either in such Interest Rate Cap Agreement, Replacement Interest Rate Cap Agreement or Extension Interest Rate Cap Agreement or by separate instrument). No Issuer shall, without obtaining the prior written consent of a majority (by Outstanding Principal Amount) of the Acceptable Counterparty to Noteholders, further pledge, transfer, deliver, assign or grant any security interest in the Interest Rate Cap Agreement (or, when and if any such collateral assignment (as evidenced by the Acceptable Counterparty’s execution of such Collateral Assignment of agreement becomes effective, any Replacement Interest Rate Cap Agreement or Extension Interest Rate Cap Agreement), or permit any Lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements or any other notice or instrument as may be required under the UCC, as appropriate, except those naming Note Trustee as the secured party, to be filed with respect thereto. (d) Borrower Issuers shall comply with all of its their obligations under the terms and provisions of each the Interest Rate Cap Agreement (or, as applicable, any Replacement Interest Rate Cap Agreement or Extension Interest Rate Cap Agreement). All amounts paid by the Counterparty under an the Interest Rate Cap Agreement (or, as applicable, any Replacement Interest Rate Cap Agreement or Extension Interest Rate Cap Agreement) to Issuers or Note Trustee shall be deposited directly immediately into the Cash Management Deposit Account. Borrower Issuers shall take all actions action reasonably requested by Lender Note Trustee to enforce Lender’s Note Trustee's rights under the Interest Rate Cap Agreement (or, as applicable, any Replacement Interest Rate Cap Agreement or Extension Interest Rate Cap Agreement) in the event of a default by the counterparty thereunder Counterparty and shall not waive, amend or otherwise modify any of its rights thereunder. (e) IfIf Issuers exercise any of their options to extend the Maturity Date pursuant to Section 2.3.3(b) hereof, at any time during the term of the Loanthen, on or prior to each Extension Date, the counterparty to the Issuers shall obtain or have in place an Extension Interest Rate Cap Agreement then (i) having a term through the end of the Interest Accrual Period in effect ceases which occurs the Maturity Date as so extended, (ii) in a notional amount at least equal to be the Outstanding Principal Amount as of such Extension Date, and (iii) having a strike rate equal to an Acceptable Counterparty and thereafter fails to abide amount such that the maximum interest rate paid by the requirements set forth in Issuers after giving effect to payments made under such Extension Interest Rate Cap Agreement with respect to ratings downgrades, then Borrower shall promptly obtain a replacement Interest Rate Cap Agreement satisfying equal no more than the requirements set forth in paragraph (a) or (b) above, as applicable, with a counterparty that is an Acceptable CounterpartyMaximum Pay Rate. (f) At Closing and at any time that Borrower obtains a replacement Interest Rate Cap Agreement pursuant to this Section 1.4, Borrower shall deliver to Lender a legal opinion or opinions from counsel to the applicable Acceptable Counterparty (which counsel may be internal counsel) in substantially the form of Exhibit B.

Interest Rate Cap Agreements. (a) On or prior to the Closing Date, Borrower shall obtain, and thereafter maintain in effect, an Initial Interest Rate Cap Agreement, which shall be coterminous with the initial term of the Loan and have a notional amount equal to the Loan AmountInitial Advance. Any Initial initial Interest Rate Cap Agreement shall have a LIBOR strike rate equal to or less than the LIBOR Strike Rate. (b) If Borrower exercises any of its option options to extend the term of the Loan pursuant to Section 1.2(b1.1(d), then on or prior to the commencement of the applicable Extension Term Term, Borrower shall obtain, and thereafter maintain in effect, an Extension Interest Rate Cap Agreement having (x) a term coterminous with the such Extension Term, (y) a notional amount at least equal to the Principal Indebtedness as of the first day of the such Extension Term, and (z) a LIBOR strike rate equal to or less than the LIBOR Strike Rate. (c) Borrower shall collaterally assign to Lender pursuant to an Assignment of Interest Rate Cap Agreement all of its right, title and interest in any and all payments under each Interest Rate Cap Agreement and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreement and obtain the consent of the Acceptable Counterparty to such collateral assignment (as evidenced by the Acceptable Counterparty’s execution of such Collateral Assignment of Interest Rate Cap Agreement). (d) Borrower shall comply with all of its material obligations under the terms and provisions of each Interest Rate Cap Agreement. All amounts paid under an Interest Rate Cap Agreement shall be deposited directly into the Cash Management Clearing Account. Borrower shall take all actions reasonably requested by Lender to enforce Lender’s rights under the Interest Rate Cap Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunderthereunder without the approval of Lender, not to be unreasonably withheld, delayed or conditioned. (e) If, at any time during the term of the Loan, the counterparty to the Interest Rate Cap Agreement then in effect ceases to be an Acceptable Counterparty and thereafter fails to abide by the requirements set forth in such Interest Rate Cap Agreement with respect to ratings downgrades, then Borrower shall promptly obtain a replacement Interest Rate Cap Agreement satisfying the requirements set forth in paragraph (a) or (b) above, as applicable, with a counterparty that is an Acceptable Counterparty. (f) At Closing In connection with closing of the Loan and at any time that Borrower obtains a replacement Interest Rate Cap Agreement pursuant to this Section 1.4Section, Borrower shall deliver to Lender a legal opinion or opinions from counsel to the applicable Acceptable Counterparty (which counsel may be internal counsel) with respect to the Interest Rate Cap Agreement in substantially the form of Exhibit B.and substance reasonably satisfactory to Lender.

Interest Rate Cap Agreements. (a) On or prior to the Closing Date, Borrower shall obtain, and thereafter maintain in effect, an Initial Interest Rate Cap Agreement, which shall be coterminous with the initial term of the Loan and have a notional amount equal to that is at all times not less than the Loan AmountPrincipal Indebtedness. Any Initial initial Interest Rate Cap Agreement shall have a LIBOR strike rate equal to or less than the LIBOR Strike Rate. (b) If Borrower exercises any of its option options to extend the term of the Loan pursuant to Section 1.2(b1.1(d), then on or prior to the commencement of the applicable Extension Term Term, Borrower shall obtain, and thereafter maintain in effect, an Extension Interest Rate Cap Agreement having (x) a term coterminous with the such Extension Term, (y) a notional amount at least equal to the Principal Indebtedness as of the first day of the such Extension Term, and (z) a LIBOR strike rate equal to or less than the LIBOR Strike Rate. (c) Borrower shall collaterally assign to Lender pursuant to an Assignment of Interest Rate Cap Agreement all of its right, title and interest in any and all payments under each Interest Rate Cap Agreement and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreement and obtain the consent of the Acceptable Counterparty to such collateral assignment (as evidenced by the Acceptable Counterparty’s execution of such Collateral Assignment of Interest Rate Cap Agreement). (d) Borrower shall comply with all of its obligations under the terms and provisions of each Interest Rate Cap Agreement. All amounts paid under an Interest Rate Cap Agreement shall be deposited directly into the Cash Management Account. Borrower shall take all actions reasonably requested by Lender to enforce Lender’s rights under the Interest Rate Cap Agreement in the event of a default by the counterparty thereunder and shall not waive, amend or otherwise modify any of its rights thereunder. (e) If, at any time during the term of the Loan, the counterparty to the Interest Rate Cap Agreement then in effect ceases to be an Acceptable Counterparty and thereafter fails to abide by the requirements set forth in such Interest Rate Cap Agreement with respect to ratings downgrades, then within 10 Business Days following written request from Lender, Borrower shall promptly obtain a replacement Interest Rate Cap Agreement satisfying the requirements set forth in paragraph (a) or (b) above, as applicable, with a counterparty that is an Acceptable Counterparty. (f) At Closing and at any time that Borrower obtains a replacement Interest Rate Cap Agreement pursuant to this Section 1.4Section, Borrower shall deliver to Lender a legal opinion or opinions from counsel to the applicable Acceptable Counterparty (which counsel may be internal counsel) in substantially the form of Exhibit B.and substance satisfactory to Lender.