Common use of Further Assurances; Substitute Notes Clause in Contracts

Further Assurances; Substitute Notes. (A) Borrower shall execute and acknowledge (or cause to be executed and acknowledged) and deliver to Administrative Agent all documents, and take all actions, reasonably required by Administrative Agent from time to time to confirm the rights created or now or hereafter intended to be created under this Agreement and the other Loan Documents and any security interest created or purported to be created thereunder, to protect and further the validity, priority and enforceability of this Agreement and the other Loan Documents, to subject to the Loan Documents any property of Borrower intended by the terms of any one or more of the Loan Documents to be encumbered by the Loan Documents, or otherwise carry out the purposes of the Loan Documents and the transactions contemplated thereunder. Borrower agrees that it shall, upon request, reasonably cooperate with Administrative Agent in connection with any request by Administrative Agent to reallocate the LIBOR Margin among one or more Notes or to sever one or more Notes into two (2) or more separate substitute or component notes in an aggregate principal amount equal to the Principal Amount and to reapportion the Loan among such separate substitute notes, including, without limitation, by executing and delivering to Administrative Agent new substitute or component notes to replace the subject Notes, amendments to or replacements of existing Loan Documents to reflect such severance and/or Opinions of Counsel with respect to such substitute or component notes, amendments and/or replacements, provided that Borrower shall bear no costs or expenses in connection therewith (other than administrative costs and expenses of Borrower and legal fees of counsel to the Borrower and each Transaction Party). Any such substitute or component notes may have varying principal amounts and economic terms, provided, however, that (i) the maturity date of any such substitute or component notes shall be the same as the scheduled Maturity Date of the Note immediately prior to the issuance of such substitute notes, (ii) the substitute notes shall provide for amortization of the Principal Amount on a weighted average basis over a period not less than the amortization period provided under the Note, if any, immediately prior to the issuance of the substitute notes, (iii) the weighted average LIBOR Margin for the term of the substitute notes shall not exceed the LIBOR Margin under the Notes immediately prior to the issuance of such substitute notes; and (iv) the economics of the Loan, taken as a whole, shall not change in a manner which is adverse to Borrower. Upon the occurrence and during the continuance of an Event of Default, Administrative Agent may apply payment of all sums due under such substitute notes in such order and priority as Administrative Agent shall elect in its sole and absolute discretion. (B) In addition, Borrower shall, at Borrower’s sole cost and expense: (i) furnish to Administrative Agent, to the extent not otherwise already furnished to Administrative Agent and reasonably acceptable to Administrative Agent, all instruments, documents, boundary surveys, footing or foundation surveys, certificates, plans and specifications, appraisals, title and other insurance reports and agreements, and each and every other document, certificate, agreement and instrument required to be furnished by Borrower pursuant to the terms of the Loan Documents; (ii) execute and deliver, from time to time, such further instruments (including, without limitation, delivery of any financing statements under the UCC) as may be reasonably requested by Administrative Agent to confirm the Lien of the Security Instrument on any Building Equipment, Operating Asset or any Intangible; (iii) execute and deliver to Administrative Agent such documents, instruments, certificates, assignments and other writings, and do such other acts necessary to evidence, preserve and/or protect the collateral at any time securing or intended to secure the obligations of Borrower under the Loan Documents, as Administrative Agent may reasonably require; and (iv) do and execute all and such further lawful and reasonable acts, conveyances and assurances for the carrying out of the terms and conditions of this Agreement and the other Loan Documents, as Administrative Agent shall reasonably require from time to time.

Further Assurances; Substitute Notes. (A) Borrower shall execute and acknowledge (or cause to be executed and acknowledged) and deliver to Administrative Agent all documents, and take all actions, reasonably required by Administrative Agent from time to time to confirm the rights created or now or hereafter intended to be created under this Agreement and the other Loan Documents and any security interest created or purported to be created thereunder, to protect and further the validity, priority and enforceability of this Agreement and the other Loan Documents, to subject to the Loan Documents any property of Borrower intended by the terms of any one or more of the Loan Documents to be encumbered by the Loan Documents, or otherwise carry out the purposes of the Loan Documents and the transactions contemplated thereunder. Borrower agrees that it shall, upon request, reasonably cooperate with Administrative Agent in connection with any request by Administrative Agent to reallocate the LIBOR Margin applicable interest rate among one or more Notes or to sever one or more Notes into two (2) or more separate substitute or component notes in an aggregate principal amount equal to the Principal Amount and to reapportion the Loan among such separate substitute notes, including, without limitation, by executing and delivering to Administrative Agent new substitute or component notes to replace the subject Notes, amendments to or replacements of existing Loan Documents to reflect such severance and/or Opinions of Counsel with respect to such substitute or component notes, amendments and/or replacements, provided that Borrower shall bear no costs or expenses in connection therewith (other than administrative costs and expenses of Borrower and legal fees of counsel to the Borrower and each Transaction Party). Any such substitute or component notes may have varying principal amounts and economic terms, provided, however, that (i) the maturity date of any such substitute or component notes shall be the same as the scheduled Maturity Date of the Note immediately prior to the issuance of such substitute notes, (ii) the substitute notes shall provide for amortization of the Principal Amount on a weighted average basis over a period not less than the amortization period provided under the Note, if any, immediately prior to the issuance of the substitute notes, (iii) the weighted average LIBOR Margin interest rate for the term of the substitute notes shall not exceed the LIBOR Margin interest rate under the Notes immediately prior to the issuance of such substitute notes; , and (iv) the economics of the Loan, taken as a whole, shall not change in a manner which is adverse to Borrower. Upon the occurrence and during the continuance of an Event of Default, Administrative Agent may apply payment of all sums due under such substitute notes in such order and priority as Administrative Agent shall elect in its sole and absolute discretion. (B) In addition, Borrower shall, at Borrower’s sole cost and expense: (i) furnish to Administrative Agent, to the extent not otherwise already furnished to Administrative Agent and reasonably acceptable to Administrative Agent, all instruments, documents, boundary surveys, footing or foundation surveys, certificates, plans and specifications, appraisals, title and other insurance reports and agreements, and each and every other document, certificate, agreement and instrument required to be furnished by Borrower pursuant to the terms of the Loan Documents; (ii) execute and deliver, from time to time, such further instruments (including, without limitation, delivery of any financing statements under the UCC) as may be reasonably requested by Administrative Agent to confirm the Lien of the Security Instrument on any Building Equipment, Operating Asset or any Intangible; (iii) execute and deliver to Administrative Agent such documents, instruments, certificates, assignments and other writings, and do such other acts necessary to evidence, preserve and/or protect the collateral at any time securing or intended to secure the obligations of Borrower under the Loan Documents, as Administrative Agent may reasonably require, including, without limitation, the execution and delivery of all such writings necessary to transfer any liquor licenses or hotel operating permits or licenses with respect to the Property into the name of Administrative Agent or its designee after the occurrence and during the continuance of an Event of Default; and (iv) do and execute all and such further lawful and reasonable acts, conveyances and assurances for the carrying out of the terms and conditions of this Agreement and the other Loan Documents, as Administrative Agent shall reasonably require from time to time.

Further Assurances; Substitute Notes. (Aa) Borrower shall execute and acknowledge (or cause to be executed and acknowledged) and deliver to Administrative Agent all documents, and take all actions, reasonably required by Administrative Agent from time to time to confirm the rights created or now or hereafter intended to be created under this Agreement and the other Loan Documents and any security interest created or purported to be created thereunder, to protect and further the validity, priority and enforceability of this Agreement and the other Loan Documents, to subject to the Loan Documents any property of Borrower intended by the terms of any one or more of the Loan Documents to be encumbered by the Loan Documents, or otherwise carry out the purposes of the Loan Documents and the transactions contemplated thereunder. Borrower agrees that it shall, upon requestreasonably promptly after written notice from Administrative Agent, reasonably cooperate with Administrative Agent in connection with any request by Administrative Agent to reallocate the LIBOR Margin among one or more Notes or to sever one or more Notes any Note into two (2) or more separate substitute or component notes in an aggregate principal amount equal up to the Principal Amount aggregate principal amount of the Note being severed and to reapportion the Loan among such separate substitute notes, including, without limitation, by executing and delivering Borrower hereby agrees to execute and deliver to Administrative Agent Agent, reasonably promptly after written demand therefor from Administrative Agent, new substitute or component notes substantially in the same form as the existing Notes to replace the subject Notes, Notes and amendments to or replacements of existing Loan Documents substantially in the same form as such existing Loan Documents to reflect such severance and/or (including if required by Administrative Agent, an amendment to the Pledge Agreement). Upon receipt of such substitute Notes, Administrative Agent shall xxxx the replaced Notes with a legend indicating they have been substituted and replaced by such substitute Notes and, upon release of the Lien of the Pledge Agreement, shall return (or cause the Lenders to return, as the case may be) the same to Borrower as more particularly set forth in this Agreement. Borrower hereby further agrees, reasonably promptly after written demand therefor from Administrative Agent, to cause such Opinions of Counsel with respect to such substitute or component notes, amendments and/or replacements, provided that Borrower shall bear no costs or expenses replacements (consistent with the scope and substance of those Opinions of Counsel as delivered in connection therewith (other than administrative costs with the closing of the Loan) to be delivered to Administrative Agent, and Administrative Agent shall be responsible for all reasonable out-of-pocket fees and expenses of Borrower and legal fees of counsel to the Borrower and each Transaction Party)incurred in connection therewith. Any such combination of substitute or component notes may have varying different principal amounts and economic terms, interest rates (as long as the weighted average of the interest rates on such substitute Notes is equal to the Spread plus the LIBOR Rate); provided, however, that (i) the maturity date of any such substitute or component notes note shall be the same as the scheduled Maturity Date of the Note immediately prior to the issuance of such substitute notes, (ii) there shall be no other changes in the substitute notes shall provide for amortization terms of the Principal Amount on a weighted average basis over a period not less than the amortization period provided under the Note, if any, immediately prior to the issuance of the substitute notes, (iii) the weighted average LIBOR Margin for the term of the substitute notes shall not exceed the LIBOR Margin under the Notes immediately prior to the issuance of such substitute notes; and (iv) the economics of the Loan, taken as a whole, shall not change Loan in a manner which is adverse to Borrower. Upon the occurrence , and during the continuance of an Event of Default, Administrative Agent may apply payment of all sums due under (iii) such substitute notes in such order and priority as Administrative Agent shall elect in not increase Borrower’s obligations or decrease its sole and absolute discretionrights under the Loan Documents. (Bb) In addition, Borrower shall, at Borrower’s sole cost and expense:expense (except as otherwise expressly provided for in this Agreement): (i) furnish to Administrative Agent, to the extent not otherwise already furnished to Administrative Agent and reasonably acceptable to Administrative Agent, all instruments, documents, boundary surveys, footing or foundation surveys, certificates, plans and specifications, appraisals, title and other insurance reports and agreements, and each and every other document, certificate, agreement and instrument required to be furnished by Borrower pursuant to the terms of the Loan Documents; (ii) execute and deliver, from time to time, such further instruments (including, without limitation, delivery of including any financing statements under the UCC) as may be reasonably requested by Administrative Agent to confirm the Lien lien of the Security Instrument Pledge Agreement on any Building Equipment, Operating Asset or any Intangiblethe Collateral; (iiiii) execute and deliver to Administrative Agent such documents, instruments, certificates, assignments and other writings, and do such other acts reasonably necessary to evidence, preserve and/or protect the collateral at any time securing or intended to secure the obligations of Borrower under the Loan Documents, in each case as Administrative Agent may reasonably require; and (iviii) do and execute all and such further lawful and reasonable acts, conveyances and assurances for the carrying out of the terms and conditions of this Agreement and the other Loan Documents, as Administrative Agent shall reasonably require from time to time. (c) If any Note is mutilated, destroyed, lost or stolen, upon Administrative Agent’s furnishing to Borrower a lost note affidavit to such effect from the affected Lender reasonably satisfactory to Borrower, Borrower shall deliver to Administrative Agent for the benefit of such affected Lender, in substitution therefor, a new promissory note containing the same terms and conditions as the mutilated, destroyed, lost or stolen Note with a notation thereon (i) of the unpaid principal and accrued and unpaid interest, and (ii) stating that such promissory note is a duplicate original of the mutilated, destroyed, lost or stolen Note, intended to replace the mutilated, destroyed, lost or stolen Note.

Further Assurances; Substitute Notes. (Aa) Borrower and Hotel Lessee shall execute and acknowledge (or cause to be executed and acknowledged) and deliver to Administrative Agent all documents, and take all actions, reasonably required by Administrative Agent from time to time to confirm the rights created or now or hereafter intended to be created under this Agreement and the other Loan Documents and any security interest created or purported to be created thereunder, to protect and further the validity, priority and enforceability of this Agreement and the other Loan Documents, to subject to the Loan Documents any property of Borrower or Hotel Lessee intended by the terms of any one or more of the Loan Documents to be encumbered by the Loan Documents, or otherwise carry out the purposes of the Loan Documents and the transactions contemplated thereunder. Borrower agrees that it shall, upon requestreasonably promptly after written notice from Administrative Agent, reasonably cooperate with Administrative Agent in connection with any request by Administrative Agent to reallocate the LIBOR Margin among one or more Notes or to sever one or more Notes any Note into two (2) or more separate substitute or component notes in an aggregate principal amount equal up to the Principal Amount aggregate principal amount of the Note being severed and to reapportion the Loan among such separate substitute notes, including, without limitation, by executing and delivering Borrower hereby agrees to execute and deliver to Administrative Agent Agent, reasonably promptly after written demand therefor from Administrative Agent, new substitute or component notes substantially in the same form as the existing Notes to replace the subject Notes, Notes and amendments to or replacements of existing Loan Documents substantially in the same form as such existing Loan Documents to reflect such severance and/or (including if required by Administrative Agent, an amendment to the Security Instrument to cause same to be two (2) or more separate substitute Security Instruments in the aggregate principal amount of up to the Loan Amount and to reapportion the lien of the Security Instrument among such separate substitute Security Instruments, pari passu). Upon receipt of such substitute Notes, Administrative Agent shall xxxx the replaced Notes with a legend indicating they have been substituted and replaced by such substitute Notes and, upon release of the Lien of the applicable Security Instrument or Security Instruments, shall return (or cause the Lenders to return, as the case may be) the same to Borrower or assign to a bona fide lender providing a refinancing in full of the Loan to Borrower such Notes and Security Instruments as more particularly set forth in this Agreement. Borrower and Hotel Lessee each hereby further agrees, reasonably promptly after written demand therefor from Administrative Agent, to cause such Opinions of Counsel with respect to such substitute or component notes, Security Instruments, amendments and/or replacements, provided that Borrower shall bear no costs or expenses replacements (consistent with the scope and substance of those Opinions of Counsel as delivered in connection therewith (other than administrative costs with the closing of the Loan) to be delivered to Administrative Agent, and Administrative Agent shall be responsible for all reasonable out-of-pocket fees and expenses of Borrower and legal fees of counsel to the Borrower and each Transaction Party)incurred in connection therewith. Any such combination of substitute or component notes may have varying different principal amounts and economic terms, interest rates (as long as the weighted average of the interest rates on such substitute Notes is equal to the Spread plus the LIBOR Rate); provided, however, that (i) the maturity date of any such substitute or component notes note shall be the same as the scheduled Maturity Date of the Note immediately prior to the issuance of such substitute notes, (ii) there shall be no other changes in the substitute notes shall provide for amortization terms of the Principal Amount on a weighted average basis over a period not less than the amortization period provided under the Note, if any, immediately prior to the issuance of the substitute notes, (iii) the weighted average LIBOR Margin for the term of the substitute notes shall not exceed the LIBOR Margin under the Notes immediately prior to the issuance of such substitute notes; and (iv) the economics of the Loan, taken as a whole, shall not change Loan in a manner which is adverse to Borrower. Upon the occurrence , and during the continuance of an Event of Default, Administrative Agent may apply payment of all sums due under (iii) such substitute notes in such order and priority as Administrative Agent shall elect in not increase Borrower’s obligations or decrease its sole and absolute discretionrights under the Loan Documents. (Bb) In addition, Borrower and Hotel Lessee shall, at Borrower’s sole cost and expense:expense (except as otherwise expressly provided for in this Agreement): (i) furnish to Administrative Agent, to the extent not otherwise already furnished to Administrative Agent and reasonably acceptable to Administrative Agent, all instruments, documents, boundary surveys, footing or foundation surveys, certificates, plans and specifications, appraisals, title and other insurance reports and agreements, and each and every other document, certificate, agreement and instrument required to be furnished by Borrower pursuant to the terms of the Loan Documents; (ii) execute and deliver, from time to time, such further instruments (including, without limitation, delivery of including any financing statements under the UCC) as may be reasonably requested by Administrative Agent to confirm the Lien lien of the Security Instrument on Borrower’s and Hotel Lessee’s interest in any Building Equipment, Operating Asset Equipment or any IntangibleIntangibles; (iiiii) execute and deliver to Administrative Agent such documents, instruments, certificates, assignments and other writings, and do such other acts reasonably necessary to evidence, preserve and/or protect the collateral at any time securing or intended to secure the obligations of Borrower and Hotel Lessee under the Loan Documents, in each case as Administrative Agent may reasonably require; and (iviii) do and execute all and such further lawful and reasonable acts, conveyances and assurances for the carrying out of the terms and conditions of this Agreement and the other Loan Documents, as Administrative Agent shall reasonably require from time to time. (c) If any Note is mutilated, destroyed, lost or stolen, upon Administrative Agent’s furnishing to Borrower a lost note affidavit to such effect from the affected Lender reasonably satisfactory to Borrower, Borrower shall deliver to Administrative Agent for the benefit of such affected Lender, in substitution therefor, a new promissory note containing the same terms and conditions as the mutilated, destroyed, lost or stolen Note with a notation thereon (i) of the unpaid principal and accrued and unpaid interest, and (ii) stating that such promissory note is a duplicate original of the mutilated, destroyed, lost or stolen Note, intended to replace the mutilated, destroyed, lost or stolen Note.

Further Assurances; Substitute Notes. (A) Borrower shall execute and acknowledge (or cause to be executed and acknowledged) and deliver to Administrative Agent all documents, and take all actions, reasonably required by Administrative Agent from time to time to confirm the rights created or now or hereafter intended to be created under this Agreement and the other Loan Documents and any security interest created or purported to be created hereunder or thereunder, to protect and further the validity, priority and enforceability of this Agreement and the other Loan Documents, to subject to the Loan Documents any property of Borrower intended by the terms of any one or more of the Loan Documents to be encumbered by the Loan Documents, or otherwise to carry out the purposes of the Loan Documents and the transactions contemplated thereunder. Borrower agrees that it shall, upon request, reasonably cooperate with Administrative Agent in connection with any request by Administrative Agent to reallocate the LIBOR Margin LIBO Rate Spread among one or more Notes or to sever one or more Notes into two (2) or more separate substitute or component notes in an aggregate principal amount equal to the Principal Amount and to reapportion the Loan among such separate substitute notes, including, without limitation, by executing and delivering to Administrative Agent new substitute or component notes to replace the subject Notes, amendments to or replacements of existing Loan Documents to reflect such severance and/or Opinions of Counsel with respect to such substitute or component notes, amendments and/or replacements, provided that Borrower shall bear no costs or expenses in connection therewith (other than administrative costs and expenses of Borrower and legal fees of counsel to the Borrower and each Transaction Party). Any such substitute or component notes may have varying principal amounts and economic terms, provided, however, that (i) the maturity date of any such substitute or component notes shall be the same as the scheduled Maturity Date of the Note Notes immediately prior to the issuance of such substitute notes, (ii) the substitute notes shall provide for amortization of the Principal Amount on a weighted average basis over a period not less than the amortization period provided under the NoteNotes, if any, immediately prior to the issuance of the substitute notes, (iii) the weighted average LIBOR Margin LIBO Rate Spread for the term of the substitute notes shall not exceed the LIBOR Margin LIBO Rate Spread under the Notes immediately prior to the issuance of such substitute notes; and , (iv) the economics of the Loan, taken as a whole, shall not change in a manner which is adverse to BorrowerBorrower and (v) Borrower shall not have (except to a de minimis extent) any more restrictive covenants than currently set forth in the Loan Documents. Upon the occurrence and during the continuance of an Event of Default, Administrative Agent may apply payment of all sums due under such substitute notes in such order and priority as Administrative Agent shall elect in its sole and absolute discretion. (B) In addition, Borrower shall, at Borrower’s sole cost and expense: (i) furnish to Administrative Agent, to the extent not otherwise already furnished to Administrative Agent and reasonably acceptable to Administrative Agent, all instruments, documents, boundary surveys, footing or foundation surveys, certificates, plans and specifications, appraisals, title and other insurance reports and agreements, and each and every other document, certificate, agreement and instrument required to be furnished by Borrower pursuant to the terms of the Loan Documents; (ii) execute and deliver, from time to time, such further instruments (including, without limitation, delivery of any financing statements under the UCC) as may be reasonably requested by Administrative Agent to confirm the Lien of the Security Instrument on any Building Equipment, Operating Asset or any IntangibleInstrument; (iii) execute and deliver to Administrative Agent such documents, instruments, certificates, assignments and other writings, and do such other acts necessary to evidence, preserve and/or protect the collateral at any time securing or intended to secure the obligations of Borrower under the Loan DocumentsObligations, as Administrative Agent may reasonably require; and (iv) do and execute all and such further lawful and reasonable acts, conveyances and assurances for the carrying out of the terms and conditions of this Agreement and the other Loan Documents, as Administrative Agent shall reasonably require from time to time.