Common use of Loan Components; Mezzanine Loans Clause in Contracts

Loan Components; Mezzanine Loans. (a) Borrower covenants and agrees that upon Administrative Agent’s request Borrower shall (i) deliver one or more new notes to replace any original note or modify any original note and other loan documents, as reasonably required, to reflect additional components of the Loan or allocate spread or principal among or adjust the application of payments among any existing or additional components in Administrative Agent’s sole discretion, provided, (A) such new or modified note shall at all times have the same weighted average spread of the Loan immediately prior to such modification and shall have the same stated maturity date of the Loan, (B) any prepayments of the Loan shall be applied pro rata among such components (except during the existence of an Event of Default) and (C) the aggregate principal balance the new notes or components after the effective date of such modification shall equal the aggregate outstanding principal balance of the Loan immediately prior to such modification and (ii) modify the Cash Management Agreement and any other Loan Documents to reflect such new components; provided, that such modifications shall not (a) decrease any rights or increase any obligations of Borrower under the Loan Documents, other than in a de minimis amount, (b) modify the stated maturity of the Loan, (c) require any amortization of principal of the Loan or (d) decrease the time periods during which Borrower is permitted to perform its obligations under the Loan Documents. All reasonable out-of-pocket costs and expenses incurred by Borrower after the Closing Date in connection with Borrower’s complying with requests made under this Section 9.1.3(a) (and the costs and expenses of Lender, Administrative Agent and Collateral Agent in connection therewith) shall be paid by Lender.

Loan Components; Mezzanine Loans. (a) Borrower covenants and agrees that prior to a Securitization of the Loan, upon Administrative AgentLender’s request Borrower shall (i) deliver one or more new notes to replace any the original note or modify any the original note and other loan documents, as reasonably required, to reflect additional components of the Loan or allocate spread or principal among or adjust the application of payments among any existing or additional components in Administrative AgentLender’s sole discretion, provided, (A) such new or modified note shall at all times have the same weighted average spread of the Loan Note immediately prior to such modification (provided, that the interest rate payable under the Note may change or increase as a result of any application of a prepayment of the Loan in accordance with Section 2.4 hereof or a prepayment of the Mezzanine Loans pursuant to Section 2.4 of the Mezzanine Loan Agreements or following an Event of Default or a Mezzanine Loan Default) and shall have the same stated maturity date of the Loanoriginal Note, (B) any prepayments of the Loan shall be applied pro rata among such components (except during the existence of an Event of Default, any Mezzanine Loan Default or any prepayment of the Loan pursuant to Section 2.4.2 hereof) and (C) the aggregate principal balance the new notes or components after the effective date of such modification shall equal the aggregate outstanding principal balance of the Loan immediately prior to such modification and (ii) modify the Cash Management Agreement and any other Loan Documents to reflect such new components; provided, that such modifications shall not (a) decrease any rights or increase any obligations of Borrower under the Loan Documents, other than in a de minimis amount, (b) modify the stated maturity of the LoanNote, (c) require any amortization of principal of the Loan Note or (d) decrease the time periods during which Borrower is permitted to perform its obligations under the Loan Documents. All reasonable out-of-pocket costs and expenses incurred by Borrower after the Closing Date in connection with Borrower’s complying with requests made under this Section 9.1.3(a) (and the costs and expenses of Lender, Administrative Agent Servicer and Collateral Agent the Rating Agencies in connection therewith) shall be paid by Lender.

Loan Components; Mezzanine Loans. (a) Borrower covenants and agrees that prior to a Securitization of the Loan, upon Administrative AgentLender’s request Borrower shall (i) deliver one or more new notes to replace any the original note or modify any the original note and other loan documents, as reasonably required, to reflect additional components of the Loan or allocate spread or principal among or adjust the application of payments among any existing or additional components in Administrative AgentLender’s sole discretion, provided, (A) such new or modified note shall at all times have the same weighted average spread of the Loan Note immediately prior to such modification (provided, that the interest rate payable under the Note may change or increase as a result of any -153- application of a prepayment of the Loan in accordance with Section 2.4 hereof or a prepayment of the Mezzanine Loans pursuant to Section 2.4 of the Mezzanine Loan Agreements or following an Event of Default or a Mezzanine Loan Default) and shall have the same stated maturity date of the Loanoriginal Note, (B) any prepayments of the Loan shall be applied pro rata among such components (except during the existence of an Event of Default, any Mezzanine Loan Default or any prepayment of the Loan pursuant to Section 2.4.2 hereof) and (C) the aggregate principal balance the new notes or components after the effective date of such modification shall equal the aggregate outstanding principal balance of the Loan immediately prior to such modification and (ii) modify the Cash Management Agreement and any other Loan Documents to reflect such new components; provided, that such modifications shall not (a) decrease any rights or increase any obligations of Borrower under the Loan Documents, other than in a de minimis amount, (b) modify the stated maturity of the LoanNote, (c) require any amortization of principal of the Loan Note or (d) decrease the time periods during which Borrower is permitted to perform its obligations under the Loan Documents. All reasonable out-of-pocket costs and expenses incurred by Borrower after the Closing Date in connection with Borrower’s complying with requests made under this Section 9.1.3(a) (and the costs and expenses of Lender, Administrative Agent Servicer and Collateral Agent the Rating Agencies in connection therewith) shall be paid by Lender.

Loan Components; Mezzanine Loans. (a) Each of Borrower and Operating Lessee covenants and agrees that prior to a Securitization of the Loan, upon Administrative AgentLender’s request Borrower shall (i) deliver one or more new notes to replace any the original note or modify any the original note and other loan documents, as reasonably required, to reflect additional components of the Loan or allocate spread or principal among any new or adjust the application of payments among any existing or additional components in Administrative AgentLender’s sole discretion, provided, (A1) such new or modified note shall at all times have the same weighted average spread of the original Note (except following an Event of Default or any prepayment of the Loan immediately prior pursuant to such modification and Sections 2.4.1 or 2.4.2 hereof, provided that in no event shall have the same stated maturity date prepayment of the Free Prepayment Amount change the weighted average coupon of the Loan, ) and (B2) any prepayments no amortization of principal of the Loan shall will be applied pro rata among such components (except during the existence of an Event of Default) and (C) the aggregate principal balance the new notes or components after the effective date of such modification shall equal the aggregate outstanding principal balance of the Loan immediately prior to such modification required and (ii) modify the Cash Management Agreement and any other Loan Documents to reflect such new components; and further provided, that such modifications none of the foregoing actions shall not (a) decrease have a material adverse effect on Borrower or affect any of the rights or increase any obligations of Borrower and Operating Lessee under the Loan DocumentsDocuments in any materially adverse respect. Notwithstanding anything to the contrary contained herein, other than in a de minimis amountno reallocation or creation of new components pursuant to this Section 9.1.2, shall (i) reduce the Free Prepayment Amount, (bii) modify reduce the stated maturity of the Loan, (c) require any amortization of principal percentage of the Loan permitted to be voluntarily prepaid without a Spread Maintenance Payment prior to the applicable Spread Maintenance End Date or (diii) decrease the time periods during which Borrower is permitted to perform its obligations under the Loan Documents. All reasonable out-of-pocket costs and expenses incurred by Borrower after result in a Spread Maintenance Payment that would not otherwise have been due as of the Closing Date in connection with Borrower’s complying with requests made under this Section 9.1.3(a) (and based upon the costs and expenses definition of Lender, Administrative Agent and Collateral Agent in connection therewith) shall be paid by LenderSpread Maintenance Payment.