Common use of Interest Rate Protection Agreement Clause in Contracts

Interest Rate Protection Agreement. (a) Prior to or contemporaneously with the Closing Date, Borrower shall enter into an Interest Rate Protection Agreement. The Interest Rate Protection Agreement (i) shall at all times be in a form and substance reasonably acceptable to Administrative Agent (it being agreed that the items in clauses (ii) through (v) below shall not be subject to Administrative Agent approval), (ii) shall at all times be with an Acceptable Counterparty, (iii) shall during the continuance of a Cash Sweep Period direct such Acceptable Counterparty to deposit directly into the Cash Management Account any amounts due Borrower under such Interest Rate Protection Agreement so long as any portion of the Debt exists or any amounts remain due and owing to Administrative Agent or the Lenders, provided that the Debt shall be deemed to exist if the Properties are transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof, (iv) shall be for a term through the then-applicable Maturity Date of the Loan and (v) shall at all times have a notional amount equal to or greater than the then outstanding principal balance of the Loan and shall at all times provide for the applicable Strike Price. Borrower shall collaterally assign to Administrative Agent, for the benefit of Lenders, pursuant to the Collateral Assignment of Interest Rate Protection Agreement (the “Assignment of Interest Rate Protection Agreement”), all of its right, title and interest to receive any and all payments under the Interest Rate Protection Agreement, and shall deliver to Administrative Agent an executed counterpart of such Interest Rate Protection Agreement (which shall, by its terms, authorize the assignment to Administrative Agent for the benefit of Lenders and require that payments be deposited directly into the Cash Management Account) and shall notify the Acceptable Counterparty of such assignment.

Interest Rate Protection Agreement. (a) Prior If at any time one-month LIBOR rises to 5.5% or contemporaneously with the Closing Dategreater for a period of four (4) consecutive weeks, Borrower shall enter into an Interest Rate Protection AgreementAgreement with a notional balance equal to the entire outstanding principal balance (and without regard to the different Tranches that may exist at such time) with a LIBOR strike price equal to the Strike Price. The Interest Rate Protection Agreement (i) shall at all times be in a form and substance reasonably acceptable to Administrative Agent (it being agreed that the items in clauses (ii) through (v) below shall not be subject to Administrative Agent approval)Agent, (ii) shall at all times be with an Acceptable Counterparty, and (iii) shall during be for a period of twelve (12) months from the continuance of a Cash Sweep Period date such Interest Rate Protection Agreement is entered into. Borrower shall direct such Acceptable Counterparty to deposit directly into the Cash Management Restricted Account any amounts due Borrower under such Interest Rate Protection Agreement so long as any portion of the Debt exists or any amounts remain due and owing to Administrative Agent or the Lendersexists, provided that the Debt shall be deemed to exist if the Properties are Property is transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof, (iv) shall be for a term through . If at the then-applicable Maturity Date expiration of the Loan and (v) shall at all times have a notional amount Interest Rate Protection Agreement LIBOR is equal to or greater than the then outstanding principal balance of the Loan and 5.5%, Borrower shall at all times provide for the applicable Strike Priceenter into a Replacement Interest Rate Protection Agreement. Additionally, Borrower shall collaterally assign to Administrative Agent, for the benefit of Lenders, pursuant to the a Collateral Assignment of Interest Rate Protection Agreement (in the “Assignment of Interest Rate Protection Agreement”)form attached hereto as Exhibit F, all of its right, title and interest to receive any and all payments under the any Interest Rate Protection Agreement, and shall deliver to Administrative Agent an executed counterpart of each such Interest Rate Protection Agreement (or Replacement Interest Rate Protection Agreement) (which in each case shall, by its terms, authorize the assignment to Administrative Agent for the benefit of Lenders and require that payments be deposited directly into the Cash Management Restricted Account) ). Borrower shall also be permitted to satisfy its obligations to deliver to Lender an Interest Rate Protection Agreement pursuant to this Section 2.8 by causing Guarantor to enter into an interest rate swap agreement which effectively caps LIBOR at the Strike Price provided such interest rate swap agreement is entered into with an Acceptable Counterparty, is assigned to Lender pursuant to a Collateral Assignment of Interest Rate Protection Agreement and otherwise satisfies, and is maintained in accordance with, the requirements of this Section 2.8 and further provided that the Borrower shall notify have no liabilities in connection with any such interest rate swap agreement and neither the Acceptable Counterparty of such assignmentProperty nor any equity in the Borrower shall secure Guarantor’s obligations under any interest rate swap agreement.

Interest Rate Protection Agreement. (a) Prior to or contemporaneously with the Closing Date, Borrower shall enter into an Interest Rate Protection AgreementAgreement with a LIBOR strike price equal to the Strike Price. The Interest Rate Protection Agreement (i) shall at all times be in a form and substance reasonably acceptable to Administrative Agent (it being agreed that the items in clauses (ii) through (v) below shall not be subject to Administrative Agent approval)Agent, (ii) shall at all times be with an Acceptable Counterparty, (iii) shall during be for a period equal to the continuance term of a Cash Sweep Period the Loan and (iv) shall have an initial notional amount equal to the principal balance of the Loan. Borrower shall direct such Acceptable Counterparty to deposit directly into the Cash Management Restricted Account any amounts due Borrower under such Interest Rate Protection Agreement so long as any portion of the Debt exists or any amounts remain due and owing to Administrative Agent or the Lendersexists, provided that the Debt shall be deemed to exist if the Properties are transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof. Additionally, (iv) shall be for a term through the then-applicable Maturity Date of the Loan and (v) shall at all times have a notional amount equal to or greater than the then outstanding principal balance of the Loan and shall at all times provide for the applicable Strike Price. Borrower shall collaterally assign to Administrative Agent, for the benefit of Lenders, pursuant to the Collateral Assignment of Interest Rate Protection Agreement (the “Assignment of Interest Rate Protection Agreement”), all of its right, title and interest to receive any and all payments under the Interest Rate Protection Agreement, and shall deliver to Administrative Agent an executed counterpart of such Interest Rate Protection Agreement (which shall, by its terms, authorize the assignment to Administrative Agent for the benefit of Lenders and require that payments be deposited directly into the Cash Management Restricted Account) and shall notify the Acceptable Counterparty of such assignment).

Interest Rate Protection Agreement. (a) Prior to or contemporaneously with the Closing Disbursement Date, Borrower shall enter into an Interest Rate Protection AgreementAgreement with a LIBOR strike price equal to the Strike Price. The Interest Rate Protection Agreement (i) shall at all times be in a form and substance reasonably acceptable to Administrative Agent (it being agreed that the items in clauses (ii) through (v) below shall not be subject to Administrative Agent approval)Lender, (ii) shall at all times subject to subsection (c) below, may be with Xxxxx Fargo Bank, N.A. (or an Acceptable affiliate thereof) or another counterparty acceptable to Lender (the “Counterparty”), (iii) shall during be for a period equal to the continuance term of the Loan (not inclusive of any then currently not exercised extension options, if any), and (iv) shall have an initial notional amount equal to $336,030,000.00, provided, however, if the Northrop VA Property is not released from the encumbrance of the Loan within sixty (60) calendar days of the date hereof, then Borrower shall be required to purchase another, or amend the existing, Interest Rate Protection Agreement so that it shall have, in total, interest-rate protection in a Cash Sweep Period notional amount equal to $443,030,000.00 (the “Supplemental Interest Rate Protection Agreement Requirement”). Borrower shall direct such Acceptable the Counterparty to deposit directly into the Cash Management Restricted Account any amounts due Borrower under such Interest Rate Protection Agreement so long as any portion of the Debt exists or any amounts remain due and owing to Administrative Agent or the Lendersremains outstanding, provided that the Debt shall be deemed to exist remain outstanding if the Properties are Property is transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof. Additionally, (iv) shall be for a term through the then-applicable Maturity Date of the Loan and (v) shall at all times have a notional amount equal to or greater than the then outstanding principal balance of the Loan and shall at all times provide for the applicable Strike Price. Borrower shall collaterally assign to Administrative Agent, for the benefit of Lenders, pursuant to the Collateral Assignment of Interest Rate Protection Agreement (the “Assignment of Interest Rate Protection Agreement”), Lender all of its right, title and interest to receive any and all payments (other than as set forth in (i) and (ii) below) under the Interest Rate Protection AgreementAgreement pursuant to a collateral assignment of interest rate protection agreement in form and substance reasonably similar to the Interest Rate Protection Agreement signed on the date hereof, and shall deliver to Administrative Agent Lender an executed counterpart of such Interest Rate Protection Agreement (which shall, by its terms, authorize the assignment to Administrative Agent for the benefit of Lenders Lender and require that payments be deposited directly into the Cash Management Restricted Account) ). To the extent that the then currently effective Interest Rate Protection Agreement provides interest-rate-protection coverage that is in excess of the amounts then currently due and shall notify outstanding under the Acceptable Counterparty of such assignment.Loan, Borrower may either:

Interest Rate Protection Agreement. (a) Prior to or contemporaneously with the Closing Date, Borrower shall enter into an Interest Rate Protection AgreementAgreement with a LIBOR strike price equal to the Strike Price. The Interest Rate Protection Agreement (i) shall at all times be in a form and substance reasonably acceptable to Administrative Agent (it being agreed that the items in clauses (ii) through (v) below shall not be subject to Administrative Agent approval)Agent, (ii) shall at all times be with an Acceptable Counterparty, (iii) shall during be for a period equal to the continuance term of a Cash Sweep Period the Loan and (iv) shall have an initial notional amount equal to the principal balance of the Loan. Borrower shall direct such Acceptable Counterparty to deposit directly into the Cash Management Account any amounts due Borrower under such Interest Rate Protection Agreement so long as any portion of the Debt exists or any amounts remain due and owing to Administrative Agent or the Lendersexists, provided that the Debt shall be deemed to exist if the Properties are transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof. Additionally, (iv) shall be for a term through the then-applicable Maturity Date of the Loan and (v) shall at all times have a notional amount equal to or greater than the then outstanding principal balance of the Loan and shall at all times provide for the applicable Strike Price. Borrower shall collaterally assign to Administrative Agent, for the benefit of Lenders, pursuant to the Collateral Assignment of Interest Rate Protection Agreement (the “Assignment of Interest Rate Protection Agreement”), all of its right, title and interest to receive any and all payments under the Interest Rate Protection Agreement, and shall deliver to Administrative Agent an executed counterpart of such Interest Rate Protection Agreement (which shall, by its terms, authorize the assignment to Administrative Agent for the benefit of Lenders and require that payments be deposited directly into the Cash Management Account) and shall notify the Acceptable Counterparty of such assignment).

Interest Rate Protection Agreement. (a) Prior to or contemporaneously with the Closing Date, Borrower shall enter into an Interest Rate Protection AgreementCap Agreement with a LIBOR strike price equal to the Strike Price. The Interest Rate Protection Cap Agreement (i) shall at all times be in Table of Contents a form and substance reasonably acceptable to Administrative Agent (it being agreed that the items in clauses (ii) through (v) below shall not be subject to Administrative Agent approval)Lender, (ii) shall at all times be with an Acceptable Counterparty, (iii) shall direct such Acceptable Counterparty during the continuance of a Cash Sweep Period direct such Acceptable Counterparty to deposit directly into the Cash Management Account with Lender any amounts due Borrower under such Interest Rate Protection Cap Agreement so long as any portion of the Debt exists or any amounts remain due and owing to Administrative Agent or the Lendersexists, provided that the Debt shall be deemed to exist if the Properties are Collateral is transferred by judicial a secured party foreclosure sale or non-judicial foreclosure or deed-in-transfer in lieu thereof, (iv) shall be for a term through period expiring on August 9, 2007 (or for such longer period if the then-applicable Maturity Date of for the Loan extends beyond such date), and (v) shall at all times have a notional amount equal to or greater not less than the then outstanding principal balance of the Loan and shall at all times provide for the applicable Strike PriceLoan. Borrower shall collaterally assign to Administrative Agent, for the benefit of LendersLender, pursuant to the Collateral Assignment of Interest Rate Protection Agreement (the “Assignment of Interest Rate Protection Cap Agreement”), all of its right, title and interest to receive any and all payments under the Interest Rate Protection Cap Agreement, and shall deliver to Administrative Agent Lender an executed counterpart of such Interest Rate Protection Cap Agreement (which shall, by its terms, authorize the assignment to Administrative Agent for the benefit of Lenders Lender and require that payments during a Cash Sweep Period be deposited paid directly into the Cash Management Accountto Lender) and shall notify the Acceptable Counterparty of such assignment. At such time as the Loan is repaid in full, all of Lender’s right, title and interest in the Interest Rate Agreement shall terminate and Lender shall promptly execute and deliver at Borrower’s sole cost and expense, such documents as may be required to evidence Lender’s release of the Interest Rate Cap Agreement and to notify the Counterparty of such release.

Interest Rate Protection Agreement. (a) Prior to (i) On or contemporaneously with before the Closing Date, Borrower Borrowers shall enter have entered into an one or more interest rate protection products (each, together with all schedules and confirmations thereof, and together with any interest rate protection agreement entered into pursuant to Section 2.1.13, collectively, the “Interest Rate Protection Agreement. The ”) with a Counterparty having a Minimum Counterparty Rating and otherwise reasonably acceptable to Lender, in form and substance satisfactory to Lender in its reasonable discretion (which Interest Rate Protection Agreement (i) shall at all times be in a so-called “cap” form and substance reasonably acceptable to Administrative Agent (it being agreed that the items in clauses (ii) through (v) below shall not be subject to Administrative Agent approvalof interest rate protection), for notional amount equal to the original principal amount of the Loan (ii) with the intent that, to the notional amount applicable from time to time shall at all times be with an Acceptable Counterpartyequal the original principal amount of the Loan and that if it does not, (iii) shall during Borrowers shall, upon request by Lender, amend the continuance of a Cash Sweep Period direct such Acceptable Counterparty to deposit directly into the Cash Management Account any amounts due Borrower under such Interest Rate Protection Agreement so long as any portion of to change the Debt exists or any amounts remain due and owing aggregate notional amount accordingly), which shall effectively hedge the LIBOR Base Rate with respect to Administrative Agent or such aggregate notional amount until the Lenders, provided that the Debt shall be deemed to exist if the Properties are transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof, (iv) shall be for a term through the then-applicable Maturity Date of the Loan and (v) shall at all times have with a notional amount LIBOR strike price equal to or greater than the then outstanding principal balance of the Loan and shall at all times provide for the applicable Strike Price. Borrower shall collaterally assign to Administrative Agent, for the benefit The obligations of Lenders, pursuant to the Collateral Assignment of Borrowers under any Interest Rate Protection Agreement (shall not be secured by or encumber any of the “Assignment of Interest Rate Protection Agreement”), all of its right, title and interest to receive any and all payments collateral securing Borrowers’ obligations under the Loan Documents. Promptly upon obtaining the Interest Rate Protection AgreementAgreement and any amendment thereto, and Borrowers shall deliver to Administrative Agent an executed counterpart of such Interest Rate Protection Agreement (which shall, by its terms, authorize the assignment same to Administrative Agent for the benefit of Lenders and require that payments be deposited directly into the Cash Management Account) and shall notify the Acceptable Counterparty of such assignmentLender.