Common use of Interest Rate Cap Agreement Clause in Contracts

Interest Rate Cap Agreement. (a) Prior to or contemporaneously with the Closing Date, Borrowers shall enter into one or more Interest Rate Cap Agreements with a blended LIBOR strike price equal to the Strike Price. Each Interest Rate Cap Agreement (i) shall be in a form and substance reasonably acceptable to Lender, (ii) shall be with an Acceptable Counterparty, (iii) shall direct such Acceptable Counterparty to deposit directly into the Cash Management Account any amounts due Borrowers under such Interest Rate Cap Agreement so long as any portion of the Debt exists, provided that the Debt shall be deemed to exist even if one or more of the Properties, the IP or the Collateral is transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof, (iv) shall be for a period equal to the current term of the Loan, and (v) when aggregated with all other Interest Rate Cap Agreements, shall have an initial notional amount equal to the outstanding principal balance of the Loan as of the Closing Date. Borrowers shall collaterally assign to Lender, pursuant to the Collateral Assignment of Interest Rate Cap Agreement, all of its right, title and interest to receive any and all payments under all Interest Rate Cap Agreements, and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreements (which shall, by their respective terms, authorize the assignment to Lender and require that payments be deposited directly into the Cash Management Account).

Interest Rate Cap Agreement. (a) Prior to or contemporaneously with the Closing Datedate hereof, Borrowers shall enter have entered into one or more Interest Rate Cap Agreements with a blended LIBOR strike price equal to the Strike Price. Each Interest Rate Cap Agreement (i) shall be in a form and substance reasonably acceptable to Lender, (ii) shall be with an Acceptable Counterparty, (iii) shall direct such Acceptable Counterparty to deposit directly into the Cash Management Account any amounts due Borrowers under such Interest Rate Cap Agreement so long as any portion of the Debt exists, provided that the Debt shall be deemed to exist even if one or more of the Properties, the IP or the Collateral is transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof, (iv) shall be for a period equal to the current term of the Loan, and (v) when aggregated with all other Interest Rate Cap Agreements, shall have an initial notional amount equal to the outstanding principal balance of the Loan Outstanding Principal Balance as of the Closing Datedate hereof. Borrowers shall collaterally assign to Lender, pursuant to the Collateral Assignment of Interest Rate Cap Agreement, all of its right, title and interest to receive any and all payments under all Interest Rate Cap Agreements, and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreements (which shall, by their respective terms, authorize the assignment to Lender and require that payments be deposited directly into the Cash Management Account).

Interest Rate Cap Agreement. (a) Prior to or contemporaneously with the Closing Funding Date, Borrowers the Designated Borrower shall enter into one or more an Interest Rate Cap Agreements Agreement with a blended LIBOR SOFR strike price equal to or less than the Strike Price. Each The Interest Rate Cap Agreement (i) shall at all times be in a form and substance reasonably acceptable to Lender, (ii) shall at all times be with an Acceptable Counterparty, (iii) shall direct such Acceptable Counterparty to deposit directly into the Cash Management Lockbox Account any amounts due Borrowers Designated Borrower under such Interest Rate Cap Agreement so long as any portion of the Debt exists, ; provided that the Debt shall be deemed to exist even if one or more of the Properties, the IP or the Collateral is Properties are transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof, (iv) shall be for a period equal to the current term of the Loan, Loan and (v) when aggregated with shall at all other Interest Rate Cap Agreements, shall times have an initial a notional amount equal to or greater than the outstanding principal balance of the Loan as and shall at all times provide for a strike price not in excess of the Closing Datethen-current Strike Price. Borrowers Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Interest Rate Cap Agreement (the “Assignment of Interest Rate Cap Agreement”), all of its right, title and interest to receive any and all payments under all the Interest Rate Cap AgreementsAgreement, and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreements Agreement (which shall, by their respective its terms, authorize the assignment to Lender and require that payments be deposited directly into the Cash Management Lockbox Account)) and shall notify the Acceptable Counterparty of such assignment.

Interest Rate Cap Agreement. (a) Prior to or contemporaneously with the Closing Date, Borrowers Borrower shall enter into one or more an Interest Rate Cap Agreements Agreement with a blended LIBOR strike price equal to the Strike Price. Each The Interest Rate Cap Agreement (i) shall be in a form and substance reasonably acceptable to Lender, (ii) shall at all times be with an Acceptable Counterparty, (iii) shall shall, by its terms or via the Collateral Assignment of Interest Rate Cap Agreement described below, direct such Acceptable Counterparty to deposit directly into the Cash Management Account any amounts due Borrowers Borrower under such Interest Rate Cap Agreement so long as any portion of the Debt exists, provided that the Debt shall be deemed to exist even if one or more of the Properties, the IP or the Collateral any Property is transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof, (iv) shall be for a period equal to through the current term end of the Loan, Interest Period ending immediately following the Maturity Date and (v) when aggregated with shall at all other Interest Rate Cap Agreements, shall times have an initial a notional amount equal to or greater than the outstanding principal balance of the Loan as of and shall at all times provide for the Closing Dateapplicable Strike Price. Borrowers Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Interest Rate Cap Agreement (the “Collateral Assignment of Interest Rate Cap Agreement”), all of its right, title and interest to receive any and all payments under all the Interest Rate Cap AgreementsAgreement, and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreements Agreement (which shall, by their respective its terms, authorize the assignment to Lender and require that payments be deposited directly into the Cash Management Account)) and shall notify the Acceptable Counterparty of such assignment.

Interest Rate Cap Agreement. (a) Prior to or contemporaneously with the Closing Date, Borrowers Borrower shall enter into one or more a Mezzanine Interest Rate Cap Agreements Agreement with a blended LIBOR strike price equal to the Strike Price. Each The Mezzanine Interest Rate Cap Agreement (i) shall at all times be in a form and substance reasonably acceptable to Lender, (ii) shall at all times be with an Acceptable Counterparty, (iii) shall direct such Acceptable Counterparty to deposit directly into the Cash Management Deposit Account any amounts due Borrowers Borrower under such Mezzanine Interest Rate Cap Agreement so long as any portion of the Debt exists, provided that the Debt shall be deemed to exist even if one or more of the Properties, the IP or the Pledged Collateral is transferred by judicial secured party sale or non-judicial foreclosure or deed-in-lieu thereofotherwise, (iv) shall be for a period equal to the current term of the Loan, Loan and (v) when aggregated with shall at all other Interest Rate Cap Agreements, shall times have an initial a notional amount equal to or greater than the outstanding principal balance of the Loan as of and shall at all times provide for the Closing Dateapplicable Strike Price. Borrowers Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Mezzanine Interest Rate Cap Agreement (the “Assignment of Interest Rate Cap Agreement”), all of its right, title and interest to receive any and all payments under all the Mezzanine Interest Rate Cap AgreementsAgreement, and shall deliver to Lender an executed counterpart of such Mezzanine Interest Rate Cap Agreements Agreement (which shall, by their respective its terms, authorize the assignment to Lender and require that payments be deposited directly into the Cash Management Deposit Account)) and shall notify the Acceptable Counterparty of such assignment.

Interest Rate Cap Agreement. (a) Prior to or contemporaneously with the Closing Date, Borrowers Borrower shall enter into one or more an Interest Rate Cap Agreements Agreement with a blended LIBOR strike price equal to the Strike Price. Each The Interest Rate Cap Agreement shall (i) shall be in a form and substance reasonably acceptable to Lender, (ii) shall at all times be with an Acceptable Counterparty, (iiiii) shall by its terms or via the Collateral Assignment of Interest Rate Cap Agreement described below, direct such Acceptable Counterparty to deposit directly into the Cash Management Account any amounts due Borrowers Borrower under such Interest Rate Cap Agreement so long as any portion of the Debt exists, provided that the Debt shall be deemed to exist even if one or more of the Properties, the IP or the Collateral any Property is transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof, (iviii) shall be for a period equal to through the current term end of the Loan, Interest Period ending immediately following the Maturity Date and (viv) when aggregated with at all other Interest Rate Cap Agreements, shall times have an initial a notional amount equal to or greater than the outstanding principal balance aggregate Component Outstanding Principal Balances of the Loan as of Floating Rate Components and shall at all times provide for the Closing Dateapplicable Strike Price. Borrowers Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Interest Rate Cap Agreement dated as of the Closing Date (the “Collateral Assignment of Interest Rate Cap Agreement”), all of its right, title and interest to receive any and all payments under all the Interest Rate Cap AgreementsAgreement, and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreements Agreement (which shall, by their respective its terms, authorize the assignment to Lender and require that payments be deposited directly into the Cash Management Account)) and shall notify the Acceptable Counterparty of such assignment.

Interest Rate Cap Agreement. (a) Prior to or contemporaneously with the Closing Date, Borrowers Borrower shall enter into one or more an Interest Rate Cap Agreements Agreement with a blended LIBOR strike price equal to the Strike Price. Each The Interest Rate Cap Agreement (i) shall be in a form and substance reasonably acceptable to Lender, (ii) shall at all times be with an Acceptable Counterparty, (iii) shall shall, by its terms or via the Collateral Assignment of Interest Rate Cap Agreement described below, direct such Acceptable Counterparty to deposit directly into the Cash Management Account any amounts due Borrowers Borrower under such Interest Rate Cap Agreement so long as any portion of the Debt exists, provided that the Debt shall be deemed to exist even if one or more of the Properties, the IP or the Collateral any Property is transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof, (iv) shall be for a period equal to through the current term end of the Loan, Interest Period ending immediately following the Maturity Date and (v) when aggregated with shall at all other Interest Rate Cap Agreements, shall times have an initial a notional amount equal to or greater than the outstanding principal balance aggregate Component Outstanding Principal Balances of the Loan as of Floating Rate Components and shall at all times provide for the Closing Dateapplicable Strike Price. Borrowers Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Interest Rate Cap Agreement between Borrower and Lender, dated as of the Closing Date (the “Collateral Assignment of Interest Rate Cap Agreement”), all of its right, title and interest to receive any and all payments under all the Interest Rate Cap AgreementsAgreement, and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreements Agreement (which shall, by their respective its terms, authorize the assignment to Lender and require that payments be deposited directly into the Cash Management Account)) and shall notify the Acceptable Counterparty of such assignment.

Interest Rate Cap Agreement. (a) Prior to or contemporaneously with the Closing Date, Borrowers Borrower shall enter into one or more an Interest Rate Cap Agreements Agreement with respect to Loan with a blended LIBOR strike price equal to the Strike Price. Each The Interest Rate Cap Agreement (i) shall at all times be in a form and substance reasonably acceptable to Lender, (ii) shall at all times be with an Acceptable Counterparty, (iii) shall direct such Acceptable Counterparty to deposit directly into the Cash Management Debt Service Account any amounts due Borrowers Borrower under such Interest Rate Cap Agreement so long as any portion of the Debt exists, provided that the Debt shall be deemed to exist even if one or more of the Properties, the IP or the Collateral is transferred by judicial secured party sale or non-judicial foreclosure or deed-in-lieu thereofotherwise, (iv) shall be for a period equal to the then-current term of the Loan, and (v) when aggregated with shall at all other Interest Rate Cap Agreements, shall times have an initial a notional amount equal to or greater than the outstanding principal balance of the Loan as of and (vi) shall at all times provide for the Closing Dateapplicable Strike Price. Borrowers Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Interest Rate Cap Agreement (Mezzanine A Loan) (the “Assignment of Interest Rate Cap Agreement”), all of its right, title and interest to receive any and all payments under all the Interest Rate Cap AgreementsAgreement, and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreements Agreement (which shall, by their respective its terms, authorize the assignment to Lender and require that payments be deposited directly into the Cash Management Debt Service Account)) and shall notify the Acceptable Counterparty of such assignment.

Interest Rate Cap Agreement. (a) Prior to or contemporaneously with the Closing Date, Borrowers shall enter into one or more Interest Rate Cap Agreements with a blended LIBOR strike price equal to the Strike Price. Each Interest Rate Cap Agreement (i) shall be in a form and substance reasonably acceptable to Lender, (ii) shall be with an Acceptable Counterparty, (iii) shall direct such Acceptable Counterparty to deposit directly into the Cash Management Lockbox Account any amounts due Borrowers under such Interest Rate Cap Agreement so long as any portion of the Debt exists, provided that the Debt shall be deemed to exist even if one or more of the Properties, Properties or the IP or the Collateral is transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof, (iv) shall be for a period equal to the current term of the Loan, and (v) when aggregated with all other Interest Rate Cap Agreements, shall have an initial notional amount equal to the outstanding principal balance of the Loan as of the Closing Date. Borrowers shall collaterally assign to Lender, pursuant to the Collateral Assignment of Interest Rate Cap Agreement, all of its right, title and interest to receive any and all payments under all Interest Rate Cap Agreements, and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreements (which shall, by their respective terms, authorize the assignment to Lender and require that payments be deposited directly into the Cash Management Lockbox Account).

Interest Rate Cap Agreement. (a) Prior to or contemporaneously with the Closing Datedate hereof, Borrowers shall enter have entered into one or more Interest Rate Cap Agreements for each of the Components with a blended LIBOR strike price equal to the Strike Price. Each Interest Rate Cap Agreement (i) shall be in a form and substance reasonably acceptable to Lender, (ii) shall be with an Acceptable Counterparty, (iii) shall direct such Acceptable Counterparty to deposit directly into the Cash Management Lockbox Account any amounts due Borrowers under such Interest Rate Cap Agreement so long as any portion of the Debt exists, provided that the Debt shall be deemed to exist even if one or more of the Properties, Properties or the IP or the Collateral is transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof, (iv) shall be for a period equal to the current term of the Loan, and (v) when aggregated with all other Interest Rate Cap Agreements, shall have an initial notional amount equal to the outstanding principal balance of Reduced Acquisition Loan Outstanding Principal Balance or the Construction Loan Outstanding Principal Balance, as applicable, as of the Closing Datedate hereof. Borrowers shall collaterally assign to Lender, pursuant to the Collateral Assignment Assignments of Interest Rate Cap AgreementCaps, all of its right, title and interest to receive any and all payments under all Interest Rate Cap Agreements, and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreements (which shall, by their respective terms, authorize the assignment to Lender and require that payments be deposited directly into the Cash Management Lockbox Account).

Interest Rate Cap Agreement. (a) Prior to or contemporaneously with the Closing Date, Borrowers Borrower shall enter into one or more an Interest Rate Cap Agreements Agreement with a blended LIBOR strike price equal to the Strike Price. Each The Interest Rate Cap Agreement (i) shall at all times be in a form and substance reasonably acceptable to Lender, (ii) shall at all times be with an Acceptable Counterparty, (iii) shall direct such Acceptable Counterparty to deposit directly into the Cash Management Lockbox Account any amounts due Borrowers Borrower under such Interest Rate Cap Agreement so long as any portion of the Debt exists, provided that the Debt shall be deemed to exist even if one or more of the Properties, the IP or the Collateral is Property transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof, (iv) shall be for a period equal to the current term of the Loan, Loan and (v) when aggregated with shall at all other Interest Rate Cap Agreements, shall times have an initial a notional amount equal to or greater than the outstanding principal balance of the Loan as of and shall at all times provide for the Closing Dateapplicable Strike Price. Borrowers Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Interest Rate Cap Agreement (the “Assignment of Interest Rate Cap Agreement”), all of its right, title and interest to receive any and all payments under all the Interest Rate Cap AgreementsAgreement, and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreements Agreement (which shall, by their respective its terms, authorize the assignment to Lender and require that payments be deposited directly into the Cash Management Account)) and shall notify the Acceptable Counterparty of such assignment.

Interest Rate Cap Agreement. (a) Prior to or contemporaneously with the Closing Date, Borrowers Borrower shall enter into one or more an Interest Rate Cap Agreements Agreement with respect to Promissory Note A with a blended LIBOR strike price equal to the Strike Price. Each The Interest Rate Cap Agreement (i) shall be in a form and substance reasonably acceptable to Lender, (ii) shall be with an Acceptable Counterparty, (iii) shall direct such Acceptable Counterparty to deposit directly into the Cash Management Lockbox Account any amounts due Borrowers Borrower under such Interest Rate Cap Agreement so long as any portion of the Debt evidenced by Promissory Note A exists, provided that the Debt evidenced by Promissory Note A shall be deemed to exist even if one or more of the Properties, the IP or the Collateral is Properties transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof, (iv) shall be for a period equal to the current term of the Loan, Loan and (v) when aggregated with all other Interest Rate Cap Agreements, shall have an initial notional amount equal to the outstanding principal balance of the Loan as of the Closing Date. Borrowers Promissory Note A. Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Interest Rate Cap Agreement, all of its right, title and interest to receive any and all payments under all the Interest Rate Cap AgreementsAgreement, and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreements Agreement (which shall, by their respective its terms, authorize the assignment to Lender and require that payments be deposited directly into the Cash Management Lockbox Account).

Interest Rate Cap Agreement. (a) Prior to or contemporaneously with the Closing Date, Borrowers Borrower shall enter into one or more an Interest Rate Cap Agreements Agreement with a blended LIBOR strike price equal to the Strike Price. Each The Interest Rate Cap Agreement (i) shall be in a form and substance reasonably acceptable to Lender, (ii) shall be with an Acceptable Counterparty, (iii) shall direct such Acceptable Counterparty to deposit directly into the Cash Management Lockbox Account any amounts due Borrowers Borrower under such Interest Rate Cap Agreement so long as any portion of the Debt exists, provided that the Debt shall be deemed to exist even if one or more of the Properties, the IP or the Collateral is Properties transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof, (iv) shall initially be for a period equal to ending on the current term of the LoanInitial Maturity Date, and (v) when aggregated with all other Interest Rate Cap Agreements, shall have an initial notional amount equal to the outstanding principal balance of the Loan as of the Closing DateLoan. Borrowers Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Interest Rate Cap Agreement, all of its right, title and interest to receive any and all payments under all the Interest Rate Cap AgreementsAgreement, and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreements Agreement (which shall, by their respective its terms, authorize the assignment to Lender and require that payments be deposited directly into the Cash Management Lockbox Account).

Interest Rate Cap Agreement. (a) Prior to or contemporaneously with the Closing Date, Borrowers Borrower shall enter into one or more an Interest Rate Cap Agreements Agreement with respect to Component A with a blended LIBOR strike price equal to the Strike Price. Each The Interest Rate Cap Agreement (i) shall at all times be in a form and substance reasonably acceptable to Lender, (ii) shall at all times be with an Acceptable Counterparty, (iii) shall direct such Acceptable Counterparty to deposit directly into the Domestic Cash Management Account any amounts due Borrowers Borrower under such Interest Rate Cap Agreement so long as any portion of the Debt exists, provided that the Debt shall be deemed to exist even if one or more of the Properties, the IP or the Collateral is Properties transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof, (iv) shall be for a period equal to the current initial term of the Loan, Component A and (v) when aggregated with shall at all other Interest Rate Cap Agreements, shall times have an initial a notional amount equal to or greater than the outstanding principal balance of Component A of the Loan as of and shall at all times provide for the Closing Dateapplicable Strike Price. Borrowers Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Interest Rate Cap Agreement (the “Assignment of Interest Rate Cap Agreement”), all of its right, title and interest to receive any and all payments under all the Interest Rate Cap AgreementsAgreement, and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreements Agreement (which shall, by their respective its terms, authorize the assignment to Lender and require that payments be deposited directly into the Cash Management Account)) and shall notify the Acceptable Counterparty of such assignment.

Interest Rate Cap Agreement. (a) Prior to or contemporaneously with the Closing Date, Borrowers Borrower shall enter into one or more an Interest Rate Cap Agreements Agreement with respect to Loan with a blended LIBOR strike price equal to the Strike Price. Each The Interest Rate Cap Agreement (i) shall at all times be in a form and substance reasonably acceptable to Lender, (ii) shall at all times be with an Acceptable Counterparty, (iii) shall direct such Acceptable Counterparty to deposit directly into the Cash Management Account any amounts due Borrowers Borrower under such Interest Rate Cap Agreement so long as any portion of the Debt exists, provided that the Debt shall be deemed to exist even if one or more of the Properties, the IP or the Collateral is Properties are transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof, (iv) shall be for a period equal to the then-current term of the Loan, and (v) when aggregated with shall at all other Interest Rate Cap Agreements, shall times have an initial a notional amount equal to or greater than the outstanding principal balance of the Loan as of and (vi) shall at all times provide for the Closing Dateapplicable Strike Price. Borrowers Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Interest Rate Cap Agreement (the “Assignment of Interest Rate Cap Agreement”), all of its right, title and interest to receive any and all payments under all the Interest Rate Cap AgreementsAgreement, and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreements Agreement (which shall, by their respective its terms, authorize the assignment to Lender and require that payments be deposited directly into the Cash Management Account)) and shall notify the Acceptable Counterparty of such assignment.

Interest Rate Cap Agreement. (a) Prior to or contemporaneously with the Closing Date, Borrowers Borrower shall enter into one or more an Interest Rate Cap Agreements Agreement with a blended LIBOR strike price equal to the Strike Price. Each The Interest Rate Cap Agreement (i) shall be in a form and substance reasonably acceptable to Lender, (ii) shall at all times be with an Acceptable Counterparty, (iii) shall direct such Acceptable Counterparty to deposit directly into the Cash Management Account any amounts due Borrowers Borrower under such Interest Rate Cap Agreement so long as any portion of the Debt exists, provided that the Debt shall be deemed to exist even if one or more of the Properties, the IP or the Collateral any Property is transferred by judicial or non-judicial non‑judicial foreclosure or deed-in-lieu thereof, (iv) shall be for a period equal to through the current term end of the Loan, Interest Period ending immediately following the Maturity Date and (v) when aggregated with shall at all other Interest Rate Cap Agreements, shall times have an initial a notional amount equal to or greater than the outstanding principal balance of the Loan as of and shall at all times provide for the Closing Dateapplicable Strike Price. Borrowers Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Interest Rate Cap Agreement (the “Collateral Assignment of Interest Rate Cap Agreement”), all of its right, title and interest to receive any and all payments under all the Interest Rate Cap AgreementsAgreement, and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreements Agreement (which shall, by their respective its terms, authorize the assignment to Lender and require that payments be deposited directly into the Cash Management Account)) and shall notify the Acceptable Counterparty of such assignment.

Interest Rate Cap Agreement. (a) 2.%2.%3.%4. Prior to or contemporaneously with the Closing Date, Borrowers Borrower shall enter into one or more a Junior Mezzanine Interest Rate Cap Agreements Agreement with a blended LIBOR strike price equal to the Strike Price. Each The Junior Mezzanine Interest Rate Cap Agreement (i) shall at all times be in a form and substance reasonably acceptable to Lender, (ii) shall at all times be with an Acceptable Counterparty, (iii) shall direct such Acceptable Counterparty to deposit directly into the Cash Management Account any amounts due Borrowers Borrower under such Junior Mezzanine Interest Rate Cap Agreement so long as any portion of the Debt exists, provided that the Debt shall be deemed to exist even if one or more of the Properties, the IP or the Collateral is transferred by judicial or non-judicial non‑judicial foreclosure or deed-in-lieu thereof, (iv) shall be for a period equal to the current term of the Loan, Loan and (v) when aggregated with shall at all other Interest Rate Cap Agreements, shall times have an initial a notional amount equal to or greater than the outstanding principal balance of the Loan as of and shall at all times provide for the Closing Dateapplicable Strike Price. Borrowers Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Interest Rate Cap Agreement (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the “Assignment of Interest Rate Cap Agreement”), all of its right, title and interest to receive any and all payments under all the Junior Mezzanine Interest Rate Cap AgreementsAgreement, and shall deliver to Lender an executed counterpart of such Junior Mezzanine Interest Rate Cap Agreements Agreement (which shall, by their respective its terms, authorize the assignment to Lender and require that payments be deposited directly into the Cash Management Account)) and shall notify the Acceptable Counterparty of such assignment.

Interest Rate Cap Agreement. (a) Prior to or contemporaneously with the Closing Datedate hereof, Borrowers shall enter have entered into one or more Interest Rate Cap Agreements for each of the Components with a blended LIBOR strike price equal to the Strike Price. Each Interest Rate Cap Agreement (i) shall be in a form and substance reasonably acceptable to Lender, (ii) shall be with an Acceptable Counterparty, (iii) shall direct such Acceptable Counterparty to deposit directly into the Cash Management Lockbox Account any amounts due Borrowers under such Interest Rate Cap Agreement so long as any portion of the Debt exists, provided that the Debt shall be deemed to exist even if one or more of the Properties, Properties or the IP or the Collateral is transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof, (iv) shall be for a period equal to the current term of the Loan, and (v) when aggregated with all other Interest Rate Cap Agreements, shall have an initial notional amount equal to the outstanding principal balance of Reduced Acquisition Loan Outstanding Principal Balance or the Construction Loan Outstanding Principal Balance, as applicable, as of the Closing Datedate hereof. Borrowers shall collaterally assign to Lender, pursuant to the Collateral Assignment Assignments of Interest Rate Cap AgreementCaps, all of its right, title and interest to receive any and all payments under all Interest Rate Cap Agreements, and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreements (which shall, by their respective terms, authorize the assignment to Lender and require that payments be deposited directly into the Cash Management Lockbox Account).

Interest Rate Cap Agreement. (ai) Prior to or contemporaneously with the Closing Note Issuance Date, Borrowers Issuers shall enter into one or more an Interest Rate Cap Agreements Agreement with a blended LIBOR strike price equal to the Strike Price. Each The Interest Rate Cap Agreement (i) shall be in a form and substance reasonably acceptable to LenderInitial Noteholder, (ii) shall be with an Acceptable Counterparty, (iii) shall direct such Acceptable Counterparty to deposit directly into the Cash Management Account any amounts due Borrowers Issuers under such Interest Rate Cap Agreement so long as any portion of the Debt exists, provided that the Debt shall be deemed to exist even if one or more the Property is transferred pursuant to the terms and provisions of the Properties, the IP Security Trust Agreement or the Collateral is transferred by judicial or non-non judicial foreclosure or deed-in-lieu thereof, (iv) shall be for a period equal to the current term of the Loan, this Note and (v) when aggregated with all other Interest Rate Cap Agreements, shall have an initial notional amount equal to the outstanding principal balance of the Loan as of the Closing Datethis Note. Borrowers Issuers shall collaterally assign to Lender, Trustee for the benefit of Noteholders pursuant to the Collateral Assignment of Interest Rate Cap Agreement, all of its their right, title and interest to receive any and all payments under all the Interest Rate Cap AgreementsAgreement, and shall deliver to Lender Trustee an executed counterpart of such Interest Rate Cap Agreements Agreement (which shall, by their respective its terms, authorize the assignment to Lender Trustee for the benefit of Noteholders and require that payments be deposited directly into the Cash Management Account).

Interest Rate Cap Agreement. (a) Prior to or contemporaneously with the Closing Date, Borrowers Borrower shall enter into one or more an Interest Rate Cap Agreements Agreement with a blended LIBOR strike price equal to the Strike Price. Each The Interest Rate Cap Agreement (i) shall be in a form and substance reasonably acceptable to Lender, (ii) shall at all times be with an Acceptable Counterparty, (iii) shall direct such Acceptable Counterparty to deposit directly into the Cash Management Account any amounts due Borrowers Borrower under such Interest Rate Cap Agreement so long as any portion of the Debt exists, provided that the Debt shall be deemed to exist even if one or more of the Properties, the IP or the Collateral is Properties are transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof, (iv) shall be for a period equal to or longer than the current initial un-extended term of the Loan, Loan and (v) when aggregated with shall at all other Interest Rate Cap Agreements, shall times have an initial a notional amount equal to or greater than the outstanding principal balance of the Loan as of and shall at all times provide for the Closing Dateapplicable Strike Price. Borrowers Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Interest Rate Cap Agreement (the “Assignment of Interest Rate Cap Agreement”), all of its right, title and interest to receive any and all payments under all the Interest Rate Cap AgreementsAgreement, and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreements Agreement (which shall, by their respective its terms, authorize the assignment to Lender and require that payments be deposited directly into the Cash Management Account)) and shall notify the Acceptable Counterparty of such assignment.

Interest Rate Cap Agreement. (a) Prior to or contemporaneously with the Closing Date, Borrowers Borrower shall enter into one or more an Interest Rate Cap Agreements Agreement with a blended LIBOR strike price equal to the Strike Price. Each The Interest Rate Cap Agreement (i) shall at all times be in a form and substance reasonably acceptable to Lender, (ii) shall at all times be with an Acceptable Counterparty, (iii) shall direct such Acceptable Counterparty to deposit directly into the Cash Management Account any amounts due Borrowers Borrower under such Interest Rate Cap Agreement so long as any portion of the Debt exists, provided that the Debt shall be deemed to exist even if one or more of the Properties, the IP or the Collateral is Properties are transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof, (iv) shall be for a period equal to the current term of the Loan, Loan and (v) when aggregated with shall at all other Interest Rate Cap Agreements, shall times have an initial a notional amount equal to or greater than the outstanding principal balance of the Loan as of and shall at all times provide for the Closing Dateapplicable Strike Price. Borrowers Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Interest Rate Cap Agreement (the “Assignment of Interest Rate Cap Agreement”), all of its right, title and interest to receive any and all payments under all the Interest Rate Cap AgreementsAgreement, and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreements Agreement (which shall, by their respective its terms, authorize the assignment to Lender and require that payments be deposited directly into the Cash Management Account)) and shall notify the Acceptable Counterparty of such assignment.