Common use of Interest Rate Cap Clause in Contracts

Interest Rate Cap. On or prior to the Effective Date, the Maguire Members shall, on behalf of and for the benefit of the Seniox Xxxxxnine Borrower and the Junior Mezzanine Borrower, purchase and thereafter maintain in effect in accordance with the Loan Documents until the third anniversary of the Effective Date (or the date on which the Property is sold, if earlier), an interest rate cap agreement with a counterparty acceptable to the Senior Mezzanine Lender and the Junior Mezzanine Lender and having a credit rating of at least "AA" from Standard & Poor's (the "Interest Rate Cap"). The Interest Rate Cap shall have a term of at least 36 months commencing on the Effective Date and a notional amount equal to the combined principal amount of the New Mezzanine Debt on the Effective Date. The Maguire Members shall on or prior to the delivery of an Extension Noxxxx xxtend the term of the Interest Rate Cap for an additional one year period covering a notional amount equal to the combined principal amount of the New Mezzanine Debt as of the date of the Extension Notice (any such extension to the Interest Rate Cap, a "Supplemental Cap"). The Interest Rate Cap shall have a LIBOR strike price of 400 basis points for the first year, 500 basis points for the second year and 600 basis points for the third year and the Supplemental Cap shall have a LIBOR strike price of 500 basis points. The Interest Rate Cap and Supplemental Cap shall be paid for by the Maguire Members in full in advance as set forth above, shall be collxxxxxxxy assigned by the Maguire Members, and, if necessary, the Senior Mezzanine Borrower anx xxx Xunior Mezzanine Borrower, to the Senior Mezzanine Lender and the Junior Mezzanine Lender as security for the New Subordinated Debt in a manner satisfactory to the Senior Mezzanine Lender and the Junior Mezzanine Lender. The failure by the Maguire Members to purchase or maintain the Interest Rate Cap or any Xxxxxxmental Cap in accordance with the foregoing shall constitute a Trigger Event; provided, however, if such Supplemental Cap or Interest Rate Cap no longer satisfies the requirements under the Loan Documents other than due to any action or omission of the Maguire Members, such event shall not constitute a Trigger Event if xxx Xxxuire Members shall, not later than 3 Business Days prior to the exxxxxxxon of any grace period provided for under the Loan Documents obtain a replacement Supplemental Cap or Interest Rate Cap that satisfies the requirements under the Loan Documents.

Interest Rate Cap. (a) On or prior to the Effective Date, earlier to occur of (x) the Maguire Members shall, on behalf of thirtieth (30th) day following the LIBOR Event Date and for (y) the benefit of the Seniox Xxxxxnine Borrower and the Junior Mezzanine Borrower, purchase and thereafter maintain in effect in accordance with the Loan Documents until the third first (1st) anniversary of the Effective Closing Date (or such earlier date, the date on which the Property is sold, if earlier“Cap Requirement Date”), the Borrowers shall enter into an interest rate cap agreement Interest Rate Cap with a counterparty acceptable LIBOR strike price equal to the Senior Mezzanine Lender Strike Price and with a term that expires no earlier than the Junior Mezzanine Lender and having a credit rating second (2nd) anniversary of the Closing Date. In addition, at least "AA" from Standard & Poor's thirty (30) days prior to the "expiration of the initial Interest Rate Cap or any Replacement Interest Rate Cap"). The , the Borrowers shall be required to extend such Interest Rate Cap shall have or Replacement Interest Rate Cap or enter into one or more Replacement Interest Rate Caps with a term of at least 36 months commencing on the Effective Date and a notional amount equal to the combined principal amount of the New Mezzanine Debt on the Effective Dateone (1) year. The Maguire Members shall on or At least ten (10) days prior to the delivery Cap Requirement Date, the Borrowers shall provide a form of an Extension Noxxxx xxtend Interest Rate Cap (or summary or bid package containing all of the term terms of the Interest Rate Cap Cap) for an additional one year period covering a notional amount equal to the combined principal amount of the New Mezzanine Debt as of the date of the Extension Notice (any such extension to the Interest Rate Cap, a "Supplemental Cap")Agent’s review and Approval. The Each Interest Rate Cap (i) shall be in form and substance Approved by the Agent, (ii) shall be with an Acceptable Counterparty, (iii) shall direct such Acceptable Counterparty to deposit any amounts due to the Borrowers under such Interest Rate Cap directly into the Cash Management Account so long as any portion of the Obligations remain outstanding, (iv) shall have a LIBOR strike price equal to the Strike Price, and (v) shall have an initial notional principal amount equal to the Outstanding Principal Balance as of 400 basis points the date of such Interest Rate Cap. The Borrowers shall collaterally assign to the Agent for the first year, 500 basis points for the second year and 600 basis points for the third year its benefit and the Supplemental Cap benefit of the Lender, pursuant to the Collateral Assignment of Interest Rate Cap, all of their right, title and interest to receive any and all payments under each Interest Rate Cap, and shall have a LIBOR strike price deliver to the Agent an executed counterpart of 500 basis points. The each Interest Rate Cap and Supplemental Cap shall (which shall, by its terms, authorize the assignment to the Agent, require that payments be paid for by deposited directly into the Maguire Members Cash Management Account, as outlined in full in advance as set forth clause (iii) above, and otherwise be in the form and substance Approved by Agent, as outlined in clause (i) above). If an Event of Default shall be collxxxxxxxy assigned by the Maguire Members, and, if necessaryhave occurred, the Senior Mezzanine Borrower anx xxx Xunior Mezzanine Borrower, Agent and/or the Lender may exercise all of the rights and remedies of a secured party under the UCC with respect to all such “Collateral” (as defined in the Senior Mezzanine Lender and the Junior Mezzanine Lender as security for the New Subordinated Debt in a manner satisfactory to the Senior Mezzanine Lender and the Junior Mezzanine Lender. The failure by the Maguire Members to purchase or maintain the Collateral Assignment of Interest Rate Cap or any Xxxxxxmental Cap in accordance with the foregoing shall constitute a Trigger Event; provided, however, if such Supplemental Cap or Interest Rate Cap no longer satisfies the requirements under the Loan Documents other than due to any action or omission of the Maguire Members, such event shall not constitute a Trigger Event if xxx Xxxuire Members shall, not later than 3 Business Days prior to the exxxxxxxon of any grace period provided for under the Loan Documents obtain a replacement Supplemental Cap or Interest Rate Cap that satisfies the requirements under the Loan DocumentsCap).

Interest Rate Cap. On or prior to At all times during the Effective Date, the Maguire Members shall, on behalf of and for the benefit term of the Seniox Xxxxxnine Loan (including during any Extension Term), Borrower and the Junior Mezzanine Borrower, purchase and thereafter shall maintain in effect in accordance with the Loan Documents until the third anniversary of the Effective Date (or the date on which the Property is sold, if earlier), an interest rate cap agreement with a counterparty acceptable to the Senior Mezzanine Lender and the Junior Mezzanine Lender and having a credit rating of at least "AA" from Standard & Poor's (the "Interest Rate Cap"). The Interest Rate Cap shall have a term of at least 36 months commencing on the Effective Date and a Protection Agreement with an initial notional amount equal to the combined original principal amount of the New Mezzanine Debt on Loan and with a Counterparty reasonably acceptable to Agent having a Minimum Counterparty Rating. For the Effective Dateavoidance of doubt, as of the date hereof, Borrower shall only be obligated to maintain in effect an Interest Rate Protection Agreement covering the first two (2) years of the Loan term. The Maguire Members Prior to the commencement of the third (3rd) year of the Loan term, Borrower shall extend the term of the original Interest Rate Protection Agreement or obtain an additional or replacement Interest Rate Protection Agreement covering the third (3rd) year of the Loan term. As a condition to Borrower exercising its right to extend the term of the Loan for any Extension Term, on or prior to the delivery of an Extension Noxxxx xxtend then applicable Maturity Date, Borrower shall (a) extend the term of the Interest Rate Cap for an additional one year period covering Protection Agreement delivered in connection with the closing of the Loan or (b) purchase a notional amount new Interest Rate Protection Agreement having a term ending not earlier than the extended Maturity Date and having a strike price equal to the combined principal amount then required Capped LIBOR Rate. In the event of any withdrawal of the New Mezzanine Debt as rating of such Counterparty by any Rating Agency or downgrade of the date rating of such Counterparty by any Rating Agency below the Extension Notice (any such extension to Minimum Counterparty Rating, Borrower shall replace the Interest Rate Cap, a "Supplemental Cap"). The Protection Agreement not later than ten (10) Business Days following receipt of notice of such downgrade or withdrawal with an Interest Rate Cap shall have a LIBOR strike price of 400 basis points for Protection Agreement in form and substance reasonably satisfactory to Agent (and meeting the first year, 500 basis points for the second year and 600 basis points for the third year and the Supplemental Cap shall have a LIBOR strike price of 500 basis points. The Interest Rate Cap and Supplemental Cap shall be paid for by the Maguire Members in full in advance as requirements set forth above, shall be collxxxxxxxy assigned by the Maguire Members, and, if necessary, the Senior Mezzanine Borrower anx xxx Xunior Mezzanine Borrower, in this Section 4.1.18) from a Counterparty reasonably acceptable to the Senior Mezzanine Lender and the Junior Mezzanine Lender as security for the New Subordinated Debt in Agent having a manner satisfactory to the Senior Mezzanine Lender and the Junior Mezzanine Lender. The failure by the Maguire Members to purchase or maintain the Interest Rate Cap or any Xxxxxxmental Cap in accordance with the foregoing shall constitute a Trigger EventMinimum Counterparty Rating; provided, however, that if such Supplemental Cap any Rating Agency withdraws or downgrades the credit rating of the Counterparty below the Minimum Counterparty Rating, Borrower shall not be required to replace the Counterparty under the Interest Rate Cap no longer satisfies Protection Agreement provided that within ten (10) Business Days following notice to Borrower of such downgrade or withdrawal, (y) such Counterparty or an Affiliate thereof posts additional collateral reasonably acceptable to Agent from time to time securing its obligations under the Interest Rate Protection Agreement and shall enter into an ISDA Credit Support Annex (CSA) governed by the law of the State of New York with respect to such additional collateral or (z) an Affiliate of such Counterparty with a Minimum Counterparty Rating delivers a guaranty acceptable to Agent guaranteeing such Counterparty’s obligations under the Interest Rate Protection Agreement and shall enter into an ISDA Credit Support Annex (CSA) governed by the law of the State of New York with respect to such guaranty. Notwithstanding the foregoing, if S&P withdraws or downgrades the long-term credit rating of such Counterparty below “BBB”, or Mxxxx’x withdraws or downgrades the long term credit rating of such Counterparty below “Baa2”, Borrower shall replace the Interest Rate Protection Agreement not later than ten (10) Business Days following receipt of notice of such downgrade, or withdrawal with an Interest Rate Protection Agreement in form and substance reasonably satisfactory to Agent (and meeting the requirements set forth in this Section 4.1.18) from a Counterparty having a Minimum Counterparty Rating. Any new or replacement Interest Rate Protection Agreement required to be delivered by Borrower to Agent hereunder shall be in form and substance substantially similar to the Interest Rate Protection Agreement in effect as of the date hereof and Borrower shall provide Agent with a new Assignment of Rate Protection Agreement with respect thereto in substantially the form of Assignment of Rate Protection Agreement, together with an opinion of counsel with respect thereto reasonably acceptable to Agent. At the time Borrower enters into any Interest Rate Protection Agreement, the Counterparty and Borrower shall each be an “Eligible Contract Participant”, as such term is defined under the Commodity Exchange Act, and shall otherwise satisfy all requirements under the Loan Documents other than due to any action or omission of Dxxx Xxxxx Wall Street Reform and Consumer Protection Act in connection with entering into the Maguire Members, such event shall not constitute a Trigger Event if xxx Xxxuire Members shall, not later than 3 Business Days prior to the exxxxxxxon of any grace period provided for under the Loan Documents obtain a replacement Supplemental Cap or Interest Rate Cap that satisfies the requirements under the Loan DocumentsProtection Agreement.

Interest Rate Cap. On or prior to The Transferor shall obtain Cap Agreements in favor of the Effective Date, the Maguire Members shall, on behalf of and Trustee for the benefit of the Seniox Xxxxxnine Borrower and the Junior Mezzanine Borrower, purchase and thereafter maintain in effect in accordance Class A Certificateholders with the Loan Documents until the third anniversary of the Effective Date (or the date on which the Property is sold, if earlier), an interest rate cap agreement with a counterparty acceptable to the Senior Mezzanine Lender and the Junior Mezzanine Lender and having a credit rating of aggregate notional amounts at any time at least "AA" from Standard & Poor's (the "Interest Rate Cap"). The Interest Rate Cap shall have a term of at least 36 months commencing on the Effective Date and a notional amount equal to the combined principal amount of the New Mezzanine Debt on the Effective Date. The Maguire Members shall on or prior to the delivery of an Extension Noxxxx xxtend the term of the Interest Rate Cap for an additional one year period covering a notional amount equal to the combined principal amount of the New Mezzanine Debt as of the date of the Extension Notice (any such extension to the Interest Rate Cap, a "Supplemental Cap"). The Interest Rate Cap shall have a LIBOR strike price of 400 basis points for the first year, 500 basis points for the second year and 600 basis points for the third year and the Supplemental Cap shall have a LIBOR strike price of 500 basis points. The Interest Rate Cap and Supplemental Cap shall be paid for by the Maguire Members in full in advance as set forth above, shall be collxxxxxxxy assigned by the Maguire Members, and, if necessary, the Senior Mezzanine Borrower anx xxx Xunior Mezzanine Borrower, to the Senior Mezzanine Lender and the Junior Mezzanine Lender as security for the New Subordinated Debt in a manner satisfactory to the Senior Mezzanine Lender and the Junior Mezzanine Lender. The failure by the Maguire Members to purchase or maintain the Interest Rate Cap or any Xxxxxxmental Cap in accordance with the foregoing shall constitute a Trigger EventClass A Funded Amount then outstanding; provided, however, that the minimum aggregate notional amount of the Cap Agreements on the first Distribution Date during the Amortization Period shall equal the Class A Funded Amount on the last day of the Revolving Period and thereafter during the Amortization Period such minimum aggregate notional amount shall reduce on each Distribution Date in an amount equal to 1/6th of such the minimum aggregate notional amount on the first Distribution Date during the Amortization Period. Each Cap Agreement shall provide that (i) the Transferor shall not be required to make any payments thereunder, (ii) the Cap Agreement shall terminate on any date on which the notional amount is reduced to zero and (iii) the Trustee, on behalf of the Class A Certificateholders, shall be entitled to receive Cap Payments from the applicable Cap Provider on the Business Day immediately preceding each Distribution Date if such Supplemental LIBOR for any Interest Period exceeds the Cap or Rate. Each Cap Payment and any payments upon early termination of a Cap Agreement shall be deposited into the Collection Account as Available Funds. Payments received by the Trustee from a Cap Provider upon the early termination of a Cap Agreement shall be applied to the purchase of a Replacement Interest Rate Cap (as defined below), or if no longer satisfies the requirements under the Loan Documents other than due to any action or omission of the Maguire Members, such event shall not constitute a Trigger Event if xxx Xxxuire Members shall, not later than 3 Business Days prior to the exxxxxxxon of any grace period provided for under the Loan Documents obtain a replacement Supplemental Cap or Replacement Interest Rate Cap is obtained, shall be applied in accordance with Section 4.05. The Servicer hereby represents that satisfies the requirements Transferor has obtained and assigned to the Trust the Cap Agreement in favor of the Trust for the benefit of the Certificateholders. The Cap Agreement shall entitle the Trust to receive monthly the Cap Payment, if any, as set forth in the Cap Agreement. Upon the effectiveness of any Replacement Interest Rate Cap, the Cap Agreement being replaced shall terminate and the applicable Cap Provider shall be released of all future obligations thereunder, provided that such Cap Agreement shall not be released from any obligations which have previously accrued thereunder and shall continue to be obligated to perform such obligations. The Trustee hereby appoints the Servicer to act as calculation agent under the Loan DocumentsCap Agreement and the Servicer accepts such appointment.