SUCH BORROWER'S RIGHT, TITLE AND INTEREST WHETHER NOW OWNED OR
HEREAFTER ACQUIRED AND WHETHER NOW EXISTING OR HEREAFTER ARISING (COLLECTIVELY,
THE "RATE CAP COLLATERAL"): (I) IN THE INTEREST RATE CAP AGREEMENTS; (II) TO
RECEIVE ANY AND ALL PAYMENTS UNDER ANY INTEREST RATE CAP AGREEMENT, WHETHER AS
CONTRACTUAL OBLIGATIONS, DAMAGES OR OTHERWISE; AND (III) TO ALL CLAIMS, RIGHTS,
POWERS, PRIVILEGES, AUTHORITY, OPTIONS, SECURITY INTERESTS, LIENS AND REMEDIES,
IF ANY, UNDER OR ARISING OUT OF ANY INTEREST RATE CAP AGREEMENT, IN EACH CASE
INCLUDING ALL ACCESSIONS AND ADDITIONS TO, SUBSTITUTIONS FOR AND REPLACEMENTS,
PRODUCTS AND PROCEEDS OF ANY OF THE FOREGOING.
THE BORROWER SHALL NOTIFY THE
COUNTERPARTY UNDER EACH INTEREST RATE CAP
52
AGREEMENT OF SUCH ASSIGNMENT. THE BORROWER SHALL NOT, WITHOUT OBTAINING THE
PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT, FURTHER PLEDGE, TRANSFER,
DELIVER, ASSIGN OR GRANT ANY SECURITY INTEREST IN ANY INTEREST RATE CAP
AGREEMENT OR PERMIT ANY LIEN OR ENCUMBRANCE TO ATTACH THERETO, OR ANY LEVY TO BE
MADE THEREON, OR ANY UCC-1 FINANCING STATEMENTS OR ANY OTHER NOTICE OR
INSTRUMENT AS MAY BE REQUIRED UNDER THE UCC, AS APPROPRIATE, EXCEPT THOSE NAMING
THE ADMINISTRATIVE AGENT AS THE SECURED PARTY, TO BE FILED WITH RESPECT THERETO.
(3)
COVENANTS.
(A)
THE BORROWER SHALL COMPLY WITH ALL OF ITS
OBLIGATIONS UNDER THE TERMS AND PROVISIONS OF THE INTEREST RATE CAP AGREEMENTS.
ALL AMOUNTS PAID BY THE COUNTERPARTY UNDER ANY INTEREST RATE CAP AGREEMENT TO
THE BORROWER OR THE ADMINISTRATIVE AGENT SHALL BE DEPOSITED IMMEDIATELY INTO THE
PAYMENTS ACCOUNT PURSUANT TO SECTION 8.1. THE BORROWER SHALL TAKE ALL ACTIONS
REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT TO ENFORCE THE BORROWER'S
RIGHTS UNDER EACH INTEREST RATE CAP AGREEMENT IN THE EVENT OF A DEFAULT BY THE
COUNTERPARTY THEREUNDER AND SHALL NOT WAIVE OR OTHERWISE MODIFY ANY OF ITS
RIGHTS THEREUNDER.
(B)
THE BORROWER SHALL DEFEND THE ADMINISTRATIVE
AGENT'S RIGHT, TITLE AND INTEREST IN AND TO THE RATE CAP COLLATERAL PLEDGED BY
THE BORROWER PURSUANT HERETO OR IN WHICH IT HAS GRANTED A SECURITY INTEREST
PURSUANT HERETO AGAINST THE CLAIMS AND DEMANDS OF ALL OTHER PERSONS.
(C)
IN THE EVENT OF (X) ANY DOWNGRADE, WITHDRAWAL
OR QUALIFICATION (EACH, A "DOWNGRADE") OF THE RATING OF ANY COUNTERPARTY TO AN
INTEREST RATE CAP AGREEMENT SUCH THAT, THEREAFTER, SUCH COUNTERPARTY SHALL CEASE
TO BE AN ACCEPTABLE COUNTERPARTY OR (Y) ANY COUNTERPARTY SHALL FAIL TO COMPLY
WITH THE REQUIREMENTS CONTAINED IN THE APPLICABLE INTEREST RATE CAP AGREEMENT
WHICH ARE DESCRIBED IN SCHEDULE 7.6(3), UPON SUCH OCCURRENCE, THE BORROWER SHALL
REPLACE THE RELEVANT INTEREST RATE CAP AGREEMENT WITH A REPLACEMENT INTEREST
RATE AGREEMENT SATISFYING ALL THE REQUIREMENTS OF THE REPLACED INTEREST RATE CAP
AGREEMENT HEREUNDER AND OTHERWISE ACCEPTABLE TO THE ADMINISTRATIVE AGENT.
(D)
EXCEPT AS PERMITTED BY SECTION 7.6(2), THE
BORROWER SHALL NOT (I) WITHOUT THE PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE
AGENT, MODIFY THE TERMS OF ANY INTEREST RATE CAP AGREEMENT, (II) WITHOUT THE
PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT, CAUSE THE TERMINATION OF ANY
INTEREST RATE CAP AGREEMENT PRIOR TO ITS STATED MATURITY DATE, (III) WITHOUT