TO BE TRUE WITH RESPECT TO THE
GUARANTORS.
(B)
EXCEPT AS PERMITTED BY, AND IN ACCORDANCE WITH, SECTIONS 7.32,
7.46 AND 7.50, TO NOT, WITHOUT THE AGENT'S PRIOR APPROVAL, CONVEY OR TRANSFER
ANY PART OF ITS PROPERTY, ASSETS, OR BUSINESS TO ANY OTHER PERSON (AND TO CAUSE
THE SAME TO BE TRUE WITH RESPECT TO THE MEMBERS).
(C)
TO MAINTAIN ALL RIGHTS, PRIVILEGES AND FRANCHISES NECESSARY OR
DESIRABLE IN THE NORMAL CONDUCT OF ITS BUSINESS (AND TO CAUSE THE SAME TO BE
TRUE WITH RESPECT TO THE MEMBERS).
SECTION 7.20
INTEREST RATE CAPS.
(A)
EITHER (I) TO THE EXTENT
REQUIRED BY THE FIRST SENTENCE OF SECTION 4.02(E)(7), TO PURCHASE, DELIVER TO
AGENT AND MAINTAIN THE INITIAL ADVANCE INTEREST RATE CAP OR (II) IF THE INITIAL
INTEREST RATE CAP IS NOT REQUIRED TO BE PURCHASED, TO PURCHASE, DELIVER TO AGENT
AND MAINTAIN AN INTEREST RATE CAP (A "FUTURE ADVANCE INTEREST RATE CAP") IF THE
LIBOR RATE EQUALS OR EXCEEDS, AT ANY TIME DURING THE APPLICABLE SIX (6) MONTH
PERIOD (THE "PERIOD") SET FORTH ON SCHEDULE 2 HERETO, THE "TRIGGER RATE" FOR
SUCH PERIOD SET FORTH ON SAID SCHEDULE 2, WHICH FUTURE ADVANCE INTEREST RATE CAP
SHALL BE IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO AGENT, SHALL BE WITH A
COUNTERPARTY REASONABLY ACCEPTABLE TO AGENT, SHALL CAP THE LIBOR RATE AT THE
APPLICABLE RATE SET FORTH ON SAID SCHEDULE 2, AND SHALL HAVE A TERM OF THE
PERIOD OR THE BALANCE THEREOF REMAINING.
AT ANY TIME THAT BORROWER SHALL BE
REQUIRED TO DELIVER TO AGENT A FUTURE ADVANCE INTEREST RATE CAP, BORROWER SHALL
ALSO DELIVER TO AGENT (1) AN ASSIGNMENT OF INTEREST RATE CAP WITH RESPECT
THERETO, (2) A CONSENT BY THE COUNTERPARTY THERETO TO SUCH ASSIGNMENT OF
INTEREST RATE CAP AND (3) AN OPINION, IN FORM AND SUBSTANCE, AND FROM COUNSEL,
REASONABLY ACCEPTABLE TO AGENT, AS TO THE DUE AUTHORIZATION, EXECUTION AND
DELIVERY BY BORROWER AND ENFORCEABILITY OF, AND OTHER CUSTOMARY MATTERS WITH
RESPECT TO, THE FUTURE ADVANCE INTEREST RATE CAP AND SUCH ASSIGNMENT OF INTEREST
RATE CAP (BUT NOT AS TO ANY MATTER WITH RESPECT TO SUCH COUNTERPARTY (OTHER THAN
THE ENFORCEABILITY OF SUCH FUTURE ADVANCE INTEREST RATE CAP AGAINST SUCH
COUNTERPARTY)).
IF BORROWER PURCHASES ANY OTHER INTEREST RATE CAPS, ANY
INTEREST RATE MANAGEMENT CONTRACTS OR ANY "HEDGE AGREEMENTS", BORROWER SHALL
MAKE THE DELIVERIES REFERRED TO IN CLAUSES (1), (2) AND (3) OF THE PRECEDING
SENTENCE WITH RESPECT THERETO.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS
SECTION 7.20, BORROWER SHALL HAVE THE RIGHT, SUBJECT TO AGENT'S PRIOR REASONABLE
CONSENT TO INCREASE THE "TRIGGER RATES" SET FORTH ON SAID SCHEDULE 2.
(B)
IF BORROWER FAILS TO PERFORM ITS OBLIGATIONS UNDER THE FIRST AND
SECOND SENTENCES SECTION 7.20(A) WITHIN TWO (2) BUSINESS DAYS AFTER IT IS
REQUIRED TO DO SO, AGENT MAY, IN ITS SOLE DISCRETION AND IN ADDITION TO ANY
OTHER RIGHTS AND REMEDIES IT MAY HAVE HEREUNDER AND UNDER THE OTHER LOAN
DOCUMENTS IN CONNECTION WITH SUCH FAILURE, PURCHASE THE REQUIRED FUTURE ADVANCE
INTEREST RATE CAP, IN WHICH EVENT BORROWER