Common use of Interest Rate Protection Agreement Clause in Contracts

Interest Rate Protection Agreement. Borrower has entered into an Interest Rate Protection Agreement with the Lender (together with the confirmation thereof and all schedules thereto, and as may be amended or substituted from time to time) dated on or prior to the Closing Date, in order to eliminate the risk with respect to fluctuation of the interest rate in connection with the Loan. The Interest Rate Protection Agreement shall be effective as of the date thereof with the payment terms and the rate as referenced therein to commence on the Closing Date and shall continue until the Maturity Date and shall, at all times, be in a notional amount equal to the entire outstanding principal amount of the Loan. If the Interest Rate Protection Agreement shall expire prior to the Maturity Date and leave any principal of the Loan uncovered thereby, or if for any other reason any principal portion of the Loan shall be uncovered by the Interest Rate Protection Agreement during the period of time commencing on the Closing Date and ending on the Maturity Date, such uncovered amount shall be immediately due and payable. All costs, expenses, penalties and indemnity obligations that may be incurred by Lender as a result of Borrower’s default under, or termination of, the Interest Rate Protection Agreement, including but not limited to the costs of unwinding the Interest Rate Protection Agreement, shall be (a) subject to immediate reimbursement by Borrower pursuant to the terms hereof and to the Interest Rate Protection Agreement, and (b) secured by the Security Documents. In the event the Loan is terminated or Borrower repays all amounts due under the Loan prior to the termination date set forth in the Interest Rate Protection Agreement, subject to the terms thereof, Borrower shall be obligated to terminate said Interest Rate Protection Agreement and pay to the Lender any and all amounts that may be outstanding under said Interest Rate Protection Agreement in addition to any other amounts that may be due the Lender under this Agreement, the Note and the other Loan Documents. In the event Borrower makes a partial prepayment on the Loan as permitted hereby, Borrower shall be obligated to pay to the Lender any and all amounts that may be payable under the terms of the Interest Rate Protection Agreement with respect to such partial prepayment in addition to any other amounts that may be due the Lender under this Agreement, the Note and the other Loan Documents.

Interest Rate Protection Agreement. Borrower has entered into an Interest Rate Protection a certain ISDA 2002 Master Agreement with the Lender (together with the confirmation thereof and all schedules thereto, and as may be amended or substituted from time to time, the “Interest Rate Protection Agreement”) dated on or prior to as of the Closing Date (the “ISDA Commencement Date”), in order to eliminate the risk with respect to fluctuation of the interest rate in connection with the Loan. The Interest Rate Protection Agreement shall be effective as of the such date thereof with the payment terms and the rate as referenced therein to commence on the Closing ISDA Commencement Date and shall continue until the Maturity Date and shall, at all times, be in a notional amount equal to the entire outstanding principal amount of the Loan. If the Interest Rate Protection Agreement shall expire prior to the Maturity Date and leave any principal of the Loan uncovered thereby, or if for any other reason any principal portion of the Loan shall be uncovered by the Interest Rate Protection Agreement during the period of time commencing on the Closing ISDA Commencement Date and ending on the Maturity Date, such uncovered amount shall be immediately due and payable. All costs, expenses, penalties and indemnity obligations that may be incurred by Lender as a result of Borrower’s default under, or termination of, the Interest Rate Protection Agreement, including but not limited to the costs of unwinding the Interest Rate Protection Agreement, shall be (a) subject to immediate reimbursement by Borrower pursuant to the terms hereof and to the Interest Rate Protection Agreement, and (b) secured by the Security Documents. In the event the Loan is terminated or Borrower repays all amounts due under the Loan prior to the termination date set forth in the Interest Rate Protection Agreement, subject to the terms thereof, Borrower shall be obligated to terminate said Interest Rate Protection Agreement and pay to the Lender any and all amounts that may be outstanding under said Interest Rate Protection Agreement in addition to any other amounts that may be due the Lender under this Agreement, the Note and the other Loan Documents. In the event Borrower makes a partial prepayment on the Loan as permitted hereby, Borrower shall be obligated to pay to the Lender any and all amounts that may be payable under the terms of the Interest Rate Protection Agreement with respect to such partial prepayment in addition to any other amounts that may be due the Lender under this Agreement, the Note and the other Loan Documents.

Interest Rate Protection Agreement. The Borrower has entered into an shall (i) ensure that the Interest Rate Protection Caps set forth on Schedule 6.11-A covering the interest rate exposure under the Existing Credit Agreement remain in full force and effect and, if necessary to do so, be amended to cover the interest rate exposure under this Agreement, (ii) use its commercially reasonable efforts to ensure that the interest rate caps of the Mezzanine Borrower set forth on Schedule 6.11-B covering the interest rate exposure under the Mezzanine Borrower Credit Agreement are, upon the Mezzanine Borrower Credit Agreement Termination, assigned to the Borrower and amended to cover the interest rate exposure under this Agreement (whereupon such interest rate caps will be deemed Interest Rate Caps hereunder), and ensure that such Interest Rate Caps remain in full force and effect, and (iii) if any such Interest Rate Cap is not maintained with the Lender (together with the confirmation thereof and all schedules theretoBorrower, and as may cause such Interest Rate Cap to be amended or substituted from time to time) dated on or prior assigned to the Closing Date, Borrower. In the event it is necessary for the Borrower to have additional Interest Rate Caps in order to eliminate sell or syndicate the risk with respect to fluctuation of Loans (including, without limitation, in any Secondary Market Transaction), the interest rate in connection with the Loan. The Interest Rate Protection Agreement shall be effective as of the date thereof with the payment terms and the rate as referenced therein to commence on the Closing Date and shall continue until the Maturity Date and Borrower shall, at all timesthe Lenders’ expense, be required to enter into such Interest Rate Caps with a Qualified Counterparty and having a strike price determined by the Administrative Agent, and such Interest Rate Cap shall otherwise be in a notional amount equal form and substance reasonably satisfactory to the entire outstanding principal amount Administrative Agent. In the event of any downgrade or withdrawal of the Loan. If rating of any Counterparty by any Rating Agency below the Minimum Counterparty Rating, Borrower shall replace such Interest Rate Cap not later than thirty (30) days following receipt of notice of such downgrade or withdrawal with a Interest Rate Cap in form and substance reasonably satisfactory to the Administrative Agent and with the same strike price as the Interest Rate Protection Agreement Cap being replaced and from a Counterparty reasonably acceptable to Administrative Agent having a Minimum Counterparty Rating; provided, however, that if any Rating Agency withdraws or downgrades the credit rating of such Counterparty below the Minimum Counterparty Rating, Borrower shall expire prior not be required to replace such Counterparty under such Interest Rate Cap, provided that within thirty (30) days following notice to Borrower of such downgrade or withdrawal (y) such Counterparty or an Affiliate thereof posts additional collateral acceptable to the Maturity Date and leave any principal of the Loan uncovered thereby, Rating Agencies (or if for any other reason any principal portion of the Loan shall be uncovered by the Interest Rate Protection Agreement during the period of time commencing on the Closing Date and ending on the Maturity Datesuch Counterparty is Xxxxxx Xxxxxxx Capital Services Inc. or an Affiliate thereof, such uncovered amount shall be immediately due and payable. All costs, expenses, penalties and indemnity obligations that may be incurred by Lender additional collateral as a result of Borrower’s default under, or termination of, the Interest Rate Protection Agreement, including but not limited to the costs of unwinding the Interest Rate Protection Agreement, shall be (a) subject to immediate reimbursement by Borrower pursuant to the terms hereof and set forth in Annex I attached to the Interest Rate Protection AgreementCap) from time to time securing its obligations under such Interest Rate Cap, and or (bz) secured by the Security Documents. In the event the Loan is terminated or Borrower repays all amounts due under the Loan prior an Affiliate of such Counterparty with a Minimum Counterparty Rating delivers a guaranty acceptable to the termination date set forth Rating Agencies guaranteeing such Counterparty’s obligations under such Interest Rate Cap. Notwithstanding the foregoing, if S&P or Fitch withdraws or downgrades the long-term credit rating of such Counterparty below “BBB+” or short term credit rating below “A-3”, or Xxxxx’x withdraws or downgrades the credit rating of such Counterparty below “A2” (if such Counterparty has only a long term rating from Xxxxx’x) or below “A3” or “P-2” (if such Counterparty has both long term and short term ratings from Xxxxx’x), Borrower shall replace such Interest Rate Cap not later than thirty (30) days following receipt of notice of such downgrade or withdrawal with a Interest Rate Cap in form and substance reasonably satisfactory to the Administrative Agent and with the same strike price as the Interest Rate Protection AgreementCap being replaced and from a Counterparty reasonably acceptable to Administrative Agent having a Minimum Counterparty Rating. Upon the execution of any Interest Rate Cap maintained by the Borrower pursuant to this Section 6.11, subject the Borrower shall contemporaneously deliver to the terms thereof, Borrower shall be obligated to terminate said Administrative Agent an Assignment of Interest Rate Protection Agreement and pay to the Lender any and all amounts that may be outstanding under said Interest Rate Protection Agreement in addition to any other amounts that may be due the Lender under this Agreement, the Note and the other Loan Documents. In the event Borrower makes Cap duly executed by a partial prepayment on the Loan as permitted hereby, Borrower shall be obligated to pay to the Lender any and all amounts that may be payable under the terms Responsible Officer of the Interest Rate Protection Agreement Borrower with respect to such partial prepayment in addition to any other amounts that may be due the Lender under this Agreement, the Note and the other Loan DocumentsInterest Rate Cap.

Interest Rate Protection Agreement. Borrower has entered into an Interest Rate Protection Agreement (b) Prior to or contemporaneously with the Lender (together with the confirmation thereof and all schedules thereto, and as may be amended or substituted from time to time) dated on or prior to the Closing Date, Borrower shall have entered into one or more interest rate protection products (each, together with all schedules and confirmations thereof, an “Interest Rate Protection Agreement”) with one (1) or more Lenders or Affiliates thereof or such other financial Institution reasonably acceptable to Agent, in order form and substance satisfactory to eliminate the risk with respect to fluctuation Agent in its reasonable discretion (which Interest Rate Protection Agreements may be so‑called “swaps”, “caps” or “collars” or such other form of interest rate protection as may be available, or any combination of the interest foregoing) which shall have a notional USActive 32926859.13 -60- amount equal to the Loan Amount and with a Counterparty reasonably acceptable to Agent or a counterparty having a Minimum Counterparty Rating (except that any Counterparty which is a Lender or an Affiliate of a Lender shall not be required to have the Minimum Counterparty Rating), which shall effectively hedge the LIBOR Base Rate on the entire outstanding principal balance of the Loan until the Maturity Date at a rate in connection with the Loanless than or equal to 3.75% per annum, calculated on an annual basis. The obligations of Borrower under any Interest Rate Protection Agreements (other than any Lender Interest Rate Protection Agreements) shall not be secured by or encumber any of the collateral securing Borrower’s obligations under the Loan Documents. The obligations of Borrower under any Lender Interest Rate Protection Agreement shall be effective as of secured pari passu by the date thereof Mortgage and other collateral for the Loan and all sums which may become due and payable by Borrower to the Lender Counterparty thereunder, in accordance with the payment terms and the rate as referenced therein to commence on the Closing Date and shall continue until the Maturity Date and shall, at all times, be in a notional amount equal to the entire outstanding principal amount provisions of the Loan. If the Interest Rate Protection Agreement shall expire prior to the Maturity Date and leave any principal of the Loan uncovered thereby, or if for any other reason any principal portion of the Loan shall be uncovered by the Interest Rate Protection Agreement during the period of time commencing on the Closing Date and ending on the Maturity Date, such uncovered amount shall be immediately due and payable. All costs, expenses, penalties and indemnity obligations that may be incurred by Lender as a result of Borrower’s default under, or termination of, the Interest Rate Protection Agreement, including but not limited in connection with any termination thereof, shall be payable pursuant to this Agreement and as defined by the costs of unwinding Note as Additional Interest. To the extent that there is a Lender Interest Rate Protection Agreement, the applicable Lender shall not be (a) subject permitted to immediate reimbursement by Borrower pursuant transfer its entire interest in the Loan prior to the terms hereof and occurrence of an Event of Default unless such Lender (or its affiliate that serves as the Counterparty) also transfers its interest in the Interest Rate Protection Agreement to the same transferee or an affiliate thereof. Promptly upon obtaining any Interest Rate Protection Agreement, and (b) secured by the Security Documents. In the event the Loan is terminated or Borrower repays all amounts due under the Loan prior to the termination date set forth in the Interest Rate Protection Agreement, subject to the terms thereof, Borrower shall be obligated deliver the same to terminate said Interest Rate Protection Agreement and pay to the Lender any and all amounts that may be outstanding under said Interest Rate Protection Agreement in addition to any other amounts that may be due the Lender under this Agreement, the Note and the other Loan Documents. In the event Borrower makes a partial prepayment on the Loan as permitted hereby, Borrower shall be obligated to pay to the Lender any and all amounts that may be payable under the terms of the Interest Rate Protection Agreement with respect to such partial prepayment in addition to any other amounts that may be due the Lender under this Agreement, the Note and the other Loan DocumentsAgent.

Interest Rate Protection Agreement. Prior to or contemporaneously with the Amendment Effective Date, Borrower has entered shall enter into (x) an amendment to the Interest Rate Protection Cap Agreement with the Lender (together with the confirmation thereof and all schedules thereto, and as may be amended or substituted from time to time) dated on or prior to the Closing Date, in order to eliminate the risk with respect to fluctuation the Interest Rate Cap Notional Amount, satisfactory in form and substance to the Lender, and (y) a Interest Rate Swap Agreement with respect to the Interest Rate Swap Notional Amount. The aggregate notional amount of the interest rate in connection with Interest Rate Cap Agreement, as so amended, and Interest Rate Swap Agreement shall be at least equal to the LoanPrincipal Amount. The Each Interest Rate Protection Agreement shall be effective as of the date thereof with the payment terms and the rate as referenced therein to commence on the Closing Date and shall continue until the Maturity Date and shall, (i) at all times, times be in a notional amount equal form and substance reasonably acceptable to Lender, (ii) at all times be with an Approved Counterparty, (iii) direct such Approved Counterparty to deposit directly into the entire outstanding principal amount of the Loan. If the Holding Account any net amounts due to Borrower under such Interest Rate Protection Agreement shall expire prior to the Maturity Date and leave so long as any principal of the Loan uncovered thereby, or if for any other reason any principal portion of the Loan is outstanding, provided that the Loan shall be uncovered deemed to be outstanding if the Properties are transferred by the Interest Rate Protection Agreement during the period of time commencing on the Closing Date and ending on the Maturity Datejudicial or non-judicial foreclosure or deed-in-lieu thereof, such uncovered amount shall be immediately due and payable. All costs, expenses, penalties and indemnity obligations that may be incurred by Lender as a result of Borrower’s default under, or termination of, the Interest Rate Protection Agreement, including but not limited to the costs of unwinding the Interest Rate Protection Agreement, shall be (aiv) subject to immediate reimbursement by Borrower pursuant to the terms hereof and with respect to the Interest Rate Protection Swap Agreement shall have a notional amount that does not exceed the original Interest Rate Swap Notional Amount and be for a period through the end of the Interest Period during which the Maturity Date occurs, (v) in the case of an Interest Rate Cap Agreement, have a strike rate no greater than the Strike Price, and (bvi) with respect to each Interest Rate Swap Agreement for the Interest Rate Swap Notional Amount (A) the obligations of Borrower thereunder shall not be secured by or encumber any Individual Property or any of the Security Documents. In the event the Loan is terminated or Borrower repays all amounts due other collateral securing Borrower’s obligations under the Loan prior Documents, (B) Borrower’s obligations thereunder cannot be assigned to or guaranteed by any other Person, (C) the termination date applicable Approved Counterparty thereunder shall agree that the Borrower’s obligations thereunder shall be paid from the Holding Account in the order and priority set forth in Section 3.1.6, and (D) provide that the Swap Counterparty shall receive a monthly payment equal to the interest accrued on the Interest Rate Protection Agreement, subject Swap Notional Amount at a per annum rate equal to the terms thereof, Swap Fixed Rate and Borrower shall be obligated to terminate said Interest Rate Protection Agreement and pay receive in return from such Swap Counterparty a monthly payment equal to the Lender any and all amounts that may be outstanding under said Interest Rate Protection Agreement interest accrued in addition to any other amounts that may be due the Lender under this Agreement, the Note and the other Loan Documents. In the event Borrower makes a partial prepayment on the Loan as permitted hereby, Borrower shall be obligated to pay to the Lender any and all amounts that may be payable under the terms respect of the Interest Rate Protection Agreement with respect Swap Notional Amount at a per annum rate equal to such partial prepayment in addition to any other amounts that may be due the Lender under this Agreement, the Note and the other Loan Documentsone (1) month LIBOR.

Interest Rate Protection Agreement. (a) Subject to the last sentence of this Section 7.24(a), at all times during the term of the Loan, Borrower has entered into shall (and/or shall cause HoldCo to) maintain in effect an Interest Rate Protection Agreement with the Lender (together with the confirmation thereof and all schedules thereto, and as may be amended or substituted from time to time) dated on or prior having a term equal to the Closing Date, in order to eliminate the risk with respect to fluctuation term of the Loan, with an initial notional amount equal to the principal amount of the Loan and with a Counterparty reasonably acceptable to Agent having a Minimum Counterparty Rating. If Borrower or HoldCo obtains one (1) interest rate in connection with cap, the SOFR strike rate under the Interest Rate Protection Agreement shall be equal to or less than the Capped SOFR Rate (or, if the Loan is a Substitute Rate Loan, the strike rate under the applicable Interest Rate Protection Agreement shall be equal to or less than the Capped Substitute Rate), or if Borrower or HoldCo obtains more than one (1) interest rate cap, the blended SOFR (or Substitute Base Rate, as applicable) strike rate under the Interest Rate Protection Agreement, as determined by Agent, shall be equal to or less than the Capped SOFR Rate (or Capped Substitute Rate, as applicable). The Interest Rate Protection Agreement shall be effective as of the date thereof with the payment terms in form and the rate as referenced therein substance substantially similar to commence on the Closing Date and shall continue until the Maturity Date and shall, at all times, be in a notional amount equal to the entire outstanding principal amount of the Loan. If the Interest Rate Protection Agreement shall expire prior to the Maturity Date and leave any principal in effect as of the Loan uncovered thereby, date hereof. In the event of any downgrade or if for any other reason any principal portion withdrawal of the Loan rating of such Counterparty by any Rating Agency below the Minimum Counterparty Rating, Borrower shall be uncovered by (and/or shall cause HoldCo to) replace the Interest Rate Protection Agreement during not later than thirty (30) 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 period requirements set forth in this Section 7.24) from a Counterparty reasonably acceptable to Agent having a Minimum Counterparty Rating. Borrower shall (and/or shall cause HoldCo to) deliver an assignment of interest rate protection agreement, executed by Borrower or HoldCo, as the case may be, and acknowledged by the applicable Counterparty, in form and substance reasonably acceptable to Agent, in connection with any Interest Rate Protection Agreement delivered to Agent pursuant to the terms hereof. At the time commencing on Borrower or HoldCo, as the Closing Date case may be, enters into any Interest Rate Protection Agreement, the Counterparty and ending on Borrower or HoldCo, as the Maturity Datecase may be, shall each be an “Eligible Contract Participant,” as such uncovered amount term is defined under the Commodity Exchange Act, and shall be immediately due otherwise satisfy all requirements under the Xxxx Xxxxx Wall Street Reform and payable. All costs, expenses, penalties and indemnity obligations that may be incurred by Lender as a result of Borrower’s default under, or termination of, Consumer Protection Act in connection with entering into the Interest Rate Protection Agreement, including but not limited to the costs of unwinding the Interest Rate Protection Agreement, shall be (a) subject to immediate reimbursement by Borrower pursuant to the terms hereof and to the Interest Rate Protection Agreement, and (b) secured by the Security Documents. In the event At any time that the Loan is terminated or Borrower repays all amounts due under accrues interest at the Loan prior to the termination date set forth in the Interest Rate Protection Agreement, subject to the terms thereofSubstitute Rate, Borrower shall be obligated to terminate said (and/or shall cause HoldCo to), within thirty (30) days following a Substitute Rate Loan Conversion, enter into, and make all payments under, a replacement Interest Rate Protection Agreement and pay to the Lender any and all amounts that may be outstanding under said Interest Rate Protection Agreement in addition to any (or other amounts that may be due the Lender under this Agreement, the Note and the other Loan Documents. In the event Borrower makes a partial prepayment on the Loan as permitted hereby, Borrower shall be obligated to pay to the Lender any and all amounts that may be payable under the terms of the Interest Rate Protection Agreement with respect to such partial prepayment in addition to any other amounts that may be due the Lender under this Agreement, the Note and the other Loan Documents.hedge

Interest Rate Protection Agreement. Borrowers (or either of them) shall, on or before the Closing Date, obtain a written Interest Rate Protection Agreement that complies with the terms and conditions of Exhibit “J” and is entered into with a Counterparty, satisfy the other conditions set forth in Exhibit “J”, and maintain such Interest Rate Protection Agreement through the Initial Maturity Date. In the event that Administrative Agent requires an Interest Rate Protection Agreement as a condition precedent to the First Extension Term and/or the Second Extension Term, Borrowers shall maintain such Interest Rate Protection Agreement at all times during the First Extension Term and/or the Second Extension Term, as applicable. Borrowers shall perform all of their obligations in all material respects under any Interest Rate Protection Agreement. Borrowers shall not, without the prior consent of Administrative Agent, modify, amend or supplement the terms of any Interest Rate Protection Agreement. Within twenty (20) days after either Borrower has entered obtains knowledge of or receipt of notice (which may be given by Administrative Agent, any Lender or other Person) of a default by the financial institution that is the Counterparty to any Interest Rate Protection Agreement (other than Administrative Agent or its affiliate), Borrowers shall (i) enter into a substitute Interest Rate Protection Agreement that complies with the applicable terms and conditions of Exhibit “J” (but not with the Person that defaulted under the defaulted Interest Rate Protection Agreement) such that after giving effect to such substitute Interest Rate Protection Agreement, Borrowers shall be in compliance with the requirement set forth in this Section 2.5 and (ii) comply with the other terms and conditions of Exhibit “J” with respect thereto. If Administrative Agent (or its affiliate) provides any Interest Rate Protection Agreement that is a swap agreement, Borrowers shall compensate Administrative Agent (or its affiliate) in connection with any termination of any Interest Rate Protection Agreement, and all sums payable to Administrative Agent (or its affiliate) shall be secured by the Collateral. Administrative Agent’s determination of the amount of such sums shall be conclusive evidence of the amount thereof, absent manifest error. In the event that either Borrower breaches its obligations as set forth in this Section 2.5, in addition to Administrative Agent’s and Lenders’ rights and remedies hereunder or under the other Loan Documents, Administrative Agent may, but shall have no obligation to, at Borrowers’ sole expense and on Borrowers’ behalf, enter into an Interest Rate Protection Agreement with the Lender (together with the confirmation thereof and all schedules thereto, and as may be amended or substituted from time required pursuant to time) dated on or prior to this Section 2.5. Administrative Agent is hereby irrevocably appointed the Closing Datetrue and lawful attorney of each Borrower (coupled with an interest), in order its name and stead, to eliminate the risk with respect to fluctuation of the interest rate in connection with the Loan. The Interest Rate Protection Agreement shall be effective as of the date thereof with the payment terms and the rate as referenced therein to commence on the Closing Date and shall continue until the Maturity Date and shall, at all times, be in a notional amount equal to the entire outstanding principal amount of the Loan. If the Interest Rate Protection Agreement shall expire prior to the Maturity Date and leave execute any principal of the Loan uncovered thereby, or if for any other reason any principal portion of the Loan shall be uncovered by the Interest Rate Protection Agreement during the period of time commencing on the Closing Date and ending on the Maturity Date, such uncovered amount shall be immediately due and payable. All costs, expenses, penalties and indemnity obligations that may be incurred by Lender as a result of Borrower’s default under, or termination of, the Interest Rate Protection Agreement, including but not limited to the costs of unwinding the Interest Rate Protection Agreement, shall be (a) subject to immediate reimbursement by Borrower pursuant to the terms hereof and to the Interest Rate Protection Agreement, and (b) secured by the Security Documents. In the event the Loan is terminated or Borrower repays all amounts due under the Loan prior to the termination date set forth in the Interest Rate Protection Agreement, subject to the terms thereof, Borrower shall be obligated to terminate said an Interest Rate Protection Agreement and pay all necessary documents ancillary thereto after the occurrence of a Default arising by reason of a breach of Borrowers’ obligations under this Section 2.5 or Exhibit “J”, and for that purpose Agent may execute all necessary agreements and instruments, and may substitute one or more persons with like power, Borrowers hereby ratifying and confirming all that its said attorney or such substitute or substitutes shall lawfully do by virtue hereof. All sums paid and liabilities incurred by Administrative Agent pursuant to this Section 2.5 shall be paid by Borrowers upon demand with interest at the Default Rate to the Lender any and all amounts that may be outstanding under said Interest Rate Protection Agreement in addition date of payment to any other amounts that may be due the Lender under this Agreement, the Note and the other Loan Documents. In the event Borrower makes a partial prepayment on the Loan as permitted hereby, Borrower shall be obligated to pay to the Lender any and all amounts that may be payable under the terms of the Interest Rate Protection Agreement with respect to such partial prepayment in addition to any other amounts that may be due the Lender under this Agreement, the Note and the other Loan DocumentsAdministrative Agent.

Interest Rate Protection Agreement. (a) Subject to the last sentence of this Section 7.24(a), at all times during the term of the Loan Borrower has entered into shall maintain in effect an Interest Rate Protection Agreement with the Lender (together with the confirmation thereof and all schedules thereto, and as may be amended or substituted from time to time) dated on or prior having a term equal to the Closing Date, in order to eliminate the risk with respect to fluctuation term of the Loan, with an initial notional amount equal to the principal amount of the Loan and with a Counterparty reasonably acceptable to Lender having a Minimum Counterparty Rating. If Borrower obtains one (1) interest rate in connection with cap, the LIBOR strike rate under the Interest Rate Protection Agreement shall be equal to or less than the Capped LIBOR Rate (or, if the Loan is a Substitute Rate Loan, the strike rate under the applicable Interest Rate Protection Agreement shall be equal to or less than the Capped Substitute Rate), or if Borrower obtains more than one (1) interest rate cap, the blended LIBOR (or Substitute Base Rate, as applicable) strike rate under the Interest Rate Protection Agreement, as determined by Lender, shall be equal to or less than the Capped LIBOR Rate (or Capped Substitute Rate, as applicable). The Interest Rate Protection Agreement shall be effective as of the date thereof with the payment terms in form and the rate as referenced therein substance substantially similar to commence on the Closing Date and shall continue until the Maturity Date and shall, at all times, be in a notional amount equal to the entire outstanding principal amount of the Loan. If the Interest Rate Protection Agreement shall expire prior to the Maturity Date and leave any principal in effect as of the Loan uncovered thereby, date hereof. In the event of any downgrade or if for any other reason any principal portion withdrawal of the Loan rating of such Counterparty by any Rating Agency below the Minimum Counterparty Rating or the placement by any Rating Agency of such Counterparty “On Watch for Downgrade” from the Minimum Counterparty Rating, Borrower shall be uncovered by replace the Interest Rate Protection Agreement during not later than thirty (30) days following receipt of notice of such downgrade or withdrawal with an Interest Rate Protection Agreement in form and substance reasonably satisfactory to Lender (and meeting the period requirements set forth in this Section 7.24) from a Counterparty reasonably acceptable to Lender having a Minimum Counterparty Rating. Borrower shall deliver an assignment of interest rate protection agreement, executed by Borrower and acknowledged by the applicable Counterparty, in form and substance reasonably acceptable to Lender, in connection with any Interest Rate Protection Agreement delivered to Lender pursuant to the terms hereof. At the time commencing on Borrower enters into any Interest Rate Protection Agreement, the Closing Date Counterparty and ending on Borrower shall each be an “Eligible Contract Participant,” as such term is defined under the Maturity DateCommodity Exchange Act, such uncovered amount and shall be immediately due otherwise satisfy all requirements under the Xxxx Xxxxx Wall Street Reform and payable. All costs, expenses, penalties and indemnity obligations that may be incurred by Lender as a result of Borrower’s default under, or termination of, Consumer Protection Act in connection with entering into the Interest Rate Protection Agreement. At any time that the Loan accrues interest at the Substitute Rate, including but not limited to the costs of unwinding the Interest Borrower shall, within thirty (30) days following a Substitute Rate Protection AgreementLoan Conversion, shall be (a) subject to immediate reimbursement by Borrower pursuant to the terms hereof and to the Interest Rate Protection Agreemententer into, and (b) secured by the Security Documents. In the event the Loan is terminated or Borrower repays make all amounts due under the Loan prior to the termination date set forth in the Interest Rate Protection Agreementpayments under, subject to the terms thereof, Borrower shall be obligated to terminate said a replacement Interest Rate Protection Agreement (or other hedge arrangement acceptable to Lender in Lender’s sole but good faith discretion and pay to the Lender any and all amounts that may be outstanding under said Interest Rate Protection Agreement in addition to any other amounts that may be due the Lender under this Agreementgenerally accepted as industry standard, the Note and the other Loan Documents. In the event Borrower makes a partial prepayment as determined by Lender) on the Loan as permitted hereby, Borrower shall be obligated to pay to the Lender any and all amounts that may be payable under the terms Substitute Base Rate in lieu of the Interest Rate Protection Agreement with respect to such partial prepayment in addition to any other amounts that may be due the Lender under this Agreement, the Note and the other Loan DocumentsLIBOR.

Interest Rate Protection Agreement. Borrower has entered into an Interest Rate Protection Agreement Prior to or contemporaneously with the Lender (together with the confirmation thereof and all schedules thereto, and as may be amended or substituted from time to time) dated on or prior to the Closing Date, in order to eliminate the risk Borrower shall enter into (x) an Interest Rate Cap Agreement with respect to fluctuation the Interest Rate Cap Notional Amount, and (y) a Interest Rate Swap Agreement with respect to the Interest Rate Swap Notional Amount. The aggregate notional amount of the interest rate in connection with Interest Rate Cap Agreement and Interest Rate Swap Agreement shall be at least equal to the LoanPrincipal Amount. The Each Interest Rate Protection Agreement shall be effective as of the date thereof with the payment terms and the rate as referenced therein to commence on the Closing Date and shall continue until the Maturity Date and shall, (i) at all times, times be in a notional amount equal form and substance reasonably acceptable to Lender, (ii) at all times be with an Approved Counterparty, (iii) direct such Approved Counterparty to deposit directly into the entire outstanding principal amount of the Loan. If the Holding Account any net amounts due to Borrower under such Interest Rate Protection Agreement shall expire prior to the Maturity Date and leave so long as any principal of the Loan uncovered thereby, or if for any other reason any principal portion of the Loan is outstanding, provided that the Loan shall be uncovered deemed to be outstanding if the Properties are transferred by the Interest Rate Protection Agreement during the period of time commencing on the Closing Date and ending on the Maturity Datejudicial or non-judicial foreclosure or deed-in-lieu thereof, such uncovered amount shall be immediately due and payable. All costs, expenses, penalties and indemnity obligations that may be incurred by Lender as a result of Borrower’s default under, or termination of, the Interest Rate Protection Agreement, including but not limited to the costs of unwinding the Interest Rate Protection Agreement, shall be (aiv) subject to immediate reimbursement by Borrower pursuant to the terms hereof and with respect to the Interest Rate Protection Swap Agreement shall have a notional amount that does not exceed the original Interest Rate Swap Notional Amount and be for a period through the end of the Interest Period during which the Maturity Date occurs, (v) in the case of an Interest Rate Cap Agreement, have a strike rate no greater than the Strike Price, and (bvi) with respect to each Interest Rate Swap Agreement for the Interest Rate Swap Notional Amount (A) the obligations of Borrower thereunder shall not be secured by or encumber any Individual Property or any of the Security Documents. In the event the Loan is terminated or Borrower repays all amounts due other collateral securing Borrower’s obligations under the Loan prior Documents, (B) Borrower’s obligations thereunder cannot be assigned to or guaranteed by any other Person, (C) the termination date applicable Approved Counterparty thereunder shall agree that the Borrower’s obligations thereunder shall be paid from the Holding Account in the order and priority set forth in Section 3.1.6, and (D) provide that the Swap Counterparty shall receive a monthly payment equal to the interest accrued on the Interest Rate Protection Agreement, subject Swap Notional Amount at a per annum rate equal to the terms thereof, Swap Fixed Rate and Borrower shall be obligated to terminate said Interest Rate Protection Agreement and pay receive in return from such Swap Counterparty a monthly payment equal to the Lender any and all amounts that may be outstanding under said Interest Rate Protection Agreement interest accrued in addition to any other amounts that may be due the Lender under this Agreement, the Note and the other Loan Documents. In the event Borrower makes a partial prepayment on the Loan as permitted hereby, Borrower shall be obligated to pay to the Lender any and all amounts that may be payable under the terms respect of the Interest Rate Protection Agreement with respect Swap Notional Amount at a per annum rate equal to such partial prepayment in addition to any other amounts that may be due the Lender under this Agreement, the Note and the other Loan Documentsone (1) month LIBOR.