Common use of Interest Rate Caps Clause in Contracts

Interest Rate Caps. As a condition to the Initial Advance only, and only if Breakeven Leasing has not been achieved by the Requested Advance Date for the Initial Advance, Borrower shall have delivered to Agent an interest rate cap in form and substance acceptable to Agent (the “Initial Advance Interest Rate Cap”) between Borrower and a counterparty acceptable to Agent which shall cap the LIBOR Rate for the Building Loan and Project Loan until the Maturity Date (without giving effect to any extensions under Section 3.19(a) hereof) at the rates, and for the corresponding periods set forth in, Schedule 2 hereto, together with (i) a collateral assignment of the Initial Advance Interest Rate Cap in the form of Exhibit M hereto (an “Assignment of Interest Rate Cap”), (ii) a consent by the counterparty thereto to such collateral assignment and (iii) an opinion, in form and substance and from counsel reasonably acceptable to Agent, as to the due authorization, execution and delivery by Borrower and enforceability of, and other customary matters with respect to, the Initial Advance Interest Rate Cap and the Assignment of Interest Rate Cap, but in no event as to any matters with respect to such counterparty (other than enforceability of the Initial Advance Interest Rate Cap against such counterparty). If Breakeven Leasing has been achieved by the Requested Advance Date with respect to the Initial Advance (and therefore Borrower shall not have been required to deliver the Initial Advance Interest Rate Cap), Borrower shall have delivered to Agent the Future Advance Interest Rate Caps and other items as and to the extent required by Section 7.20 hereof as of the Requested Advance Date as a condition to any subsequent Advance;

Interest Rate Caps. As a condition (a) Either (i) to the extent required by the first sentence of Section 4.02(e)(7), to purchase, deliver to Agent and maintain the Initial Advance only, and only Interest Rate Cap or (ii) if Breakeven Leasing has not been achieved by the Requested Advance Date for the Initial AdvanceInterest Rate Cap is not required to be purchased, Borrower shall have delivered to purchase, deliver to Agent and maintain an interest rate cap in form and substance acceptable to Agent (the a “Initial Future Advance Interest Rate Cap”) between Borrower if the LIBOR Rate equals or exceeds, at any time during the applicable six (6) month period (the “Period”) set forth on Schedule 2 hereto, the “trigger rate” for such period set forth on said Schedule 2, which Future Advance Interest Rate Cap shall be in form and substance reasonably acceptable to Agent, shall be with a counterparty reasonably acceptable to Agent which Agent, shall cap the LIBOR Rate for the Building Loan and Project Loan until the Maturity Date (without giving effect to any extensions under Section 3.19(a) hereof) at the ratesapplicable rate set forth on said Schedule 2, and for the corresponding periods set forth in, Schedule 2 hereto, together with (i) shall have a collateral assignment term of the Initial Period or the balance thereof remaining. At any time that Borrower shall be required to deliver to Agent a Future Advance Interest Rate Cap in the form of Exhibit M hereto Cap, Borrower shall also deliver to Agent (1) an “Assignment of Interest Rate Cap”)Cap with respect thereto, (ii2) a consent by the counterparty thereto to such collateral assignment Assignment of Interest Rate Cap and (iii3) an opinion, in form and substance substance, and from counsel counsel, reasonably acceptable to Agent, as to the due authorization, execution and delivery by Borrower and enforceability of, and other customary matters with respect to, the Initial Future Advance Interest Rate Cap and the such Assignment of Interest Rate Cap, Cap (but in no event not as to any matters matter with respect to such counterparty (other than the enforceability of the Initial such Future Advance Interest Rate Cap against such counterparty)). If Breakeven Leasing has been achieved by Borrower purchases any other interest rate caps, any interest rate management contracts or any “hedge agreements”, Borrower shall make the Requested Advance Date deliveries referred to in clauses (1), (2) and (3) of the preceding sentence with respect thereto. Notwithstanding anything to the Initial Advance (and therefore Borrower shall not have been required to deliver the Initial Advance Interest Rate Cap)contrary in this Section 7.20, Borrower shall have delivered the right, subject to Agent Agent’s prior reasonable consent to increase the Future Advance Interest Rate Caps and other items as and to the extent required by Section 7.20 hereof as of the Requested Advance Date as a condition to any subsequent Advance;“trigger rates” set forth on said Schedule 2.

Interest Rate Caps. As a condition to (a) The Borrower hereby covenants and agrees that in the Initial Advance only, and only if Breakeven Leasing has not been achieved by the Requested Advance Date for the Initial Advance, Borrower shall have delivered to Agent an interest rate cap in form and substance acceptable to Agent (the “Initial Advance Interest Rate Cap”) between Borrower and a counterparty acceptable to Agent which shall cap event the LIBOR Rate is greater than [*] at any time, it shall, within two Business Days, obtain and deliver to the Administrative/Collateral Agent one or more Interest Rate Caps from qualified Cap Providers in favor of the Administrative/Collateral Agent for the Building Loan benefit of the Secured Parties having, singly or in the aggregate, an Aggregate Interest Rate Caps Notional Amount not less than the Required Interest Rate Caps Notional Amount, which (1) each shall have a notional principal amount equal to or greater than $5,000,000, (2) may provide for reductions of the Aggregate Interest Rate Caps Notional Amount on each Distribution Date on an amortization schedule for such Aggregate Interest Rate Caps Notional Amount assuming a 0.0 ABS prepayment speed (or such other ABS prepayment speed as may be approved in writing by the Required Lenders and Project Loan until the Maturity Date (without giving effect to any extensions under Section 3.19(aRating Agencies) hereof) at the ratesand zero losses, and for (3) shall have other terms and conditions and be represented by Cap Agreements otherwise acceptable to the corresponding periods set forth in, Schedule 2 hereto, together with (i) a collateral assignment of Required Lenders and the Initial Advance Rating Agencies. The Borrower agrees that each Interest Rate Cap in the form of Exhibit M hereto (an “Assignment of Interest Rate Cap”), (ii) a consent by the counterparty thereto to such collateral assignment and (iii) an opinion, in form and substance and from counsel reasonably acceptable to Agent, as shall provide for payments to the due authorization, execution Administrative/Collateral Agent and delivery by Borrower and enforceability of, and other customary matters with respect to, that such payments shall be deposited into the Initial Advance Interest Rate Cap and the Assignment of Interest Rate Cap, but in no event as to any matters with respect to such counterparty (other than enforceability of the Initial Advance Interest Rate Cap against such counterparty)Collection Account. If Breakeven Leasing has been achieved by the Requested Advance Date with respect to the Initial Advance (and therefore Borrower shall not have been required to deliver the Initial Advance Interest Rate Cap), Borrower shall have delivered to Agent the Future Advance Interest Rate Caps and other items as and to the extent required by Section 7.20 hereof as of the Requested Advance Date as a condition to any subsequent Advance;- 64 [**CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS DOCUMENT]