Common use of Loan Components Clause in Contracts

Loan Components. (a) Borrower covenants and agrees that in connection with any Securitization of the Loan, upon Lender’s request, Borrower shall deliver one or more new component notes to replace the original note or modify the original note to reflect multiple components of the Loan (and such new notes or modified note shall initially have the same fully funded weighted average interest rate as the original note, but such new notes or modified note may subsequently change the weighted average spread and apply principal, interest rates and amortization of the Loan between the components in a manner specified by Lender in its sole discretion) and modify the Cash Management Agreement with respect to the newly created components such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Loan, provided that the same do not materially increase Borrower’s obligations and/or liabilities under the Loan Documents or materially decrease Borrower’s rights under the Loan Documents. (b) Borrower covenants and agrees that Lender may hereafter convert any portion of the Loan to subordinate financing, including one or more tranches of mezzanine debt, preferred equity, subordinate debt or participation in such loan, subordinate to such loan (collectively, “Subordinate Financing”), provided, however, such Subordinate Financing and the Loan following the creation of the Subordinate Financing shall, in the aggregate, initially have the same fully funded weighted average interest rate as the fully funded interest rate of the Loan prior to the creation of such Subordinate Financing, but such Subordinate Financing may subsequently change the weighted average spread and Lender may apply principal, interest rates and amortization of the Loan and the Subordinate Financing in a manner specified by Lender in its sole discretion. If the Subordinate Financing takes the form of a mezzanine loan, a mezzanine borrower (the “Mezzanine Borrower”) may be created which will own one hundred percent (100%) of the equity interests in the Borrower. One hundred percent (100%) of the ownership and economic interests in the Mezzanine Borrower may, at Lender’s discretion, be required to be pledged as security for such tranches of Subordinate Financing, if any. A default with the related Loan shall be a default under the respective Subordinate Financing. Such Subordinate Financing shall be subject to an intercreditor agreement by and between the Lender and the subordinate lender(s).

Loan Components. (a) Borrower covenants and agrees that in connection with any Securitization of the Loan, upon Lender’s request, request Borrower shall deliver one or more new component notes to replace the original note or modify the original note to reflect multiple components of the Loan or create one or more mezzanine loans (and such new notes including amending Borrower’s organizational structure to provide for one or modified note shall initially have more mezzanine borrowers) (each a “Resizing Event”) provided that, except as set forth below in this Section 9.1.2 or in Section 9.1.3, the same fully funded weighted average interest rate as do not increase Borrower’s or Guarantor’s or their affiliates obligations or decreases Borrower’s or Guarantor’s or their affiliates’ rights under the original noteLoan Documents, but such new notes or modified note other than to a de-minimis extent. Lender may subsequently change the weighted average spread and apply principal, interest rates and amortization of the Loan between the such new components and/or mezzanine loans in a manner specified by Lender in its sole discretion) and modify the Cash Management Agreement with respect to the newly created components discretion such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels bond execution for the Loan; provided however, Lender agrees that such new notes or modified note or mezzanine notes shall immediately after the Resizing Event (a) have the same initial weighted average coupon as the original note prior to such Resizing Event, notwithstanding that such new notes or modified note or mezzanine notes may, in connection with the application of principal to such new notes or modified note or mezzanine notes, subsequently cause the weighted average spread of such new notes or modified note or mezzanine notes to change (but not increase, except that the weighted average spread may subsequently increase due to involuntary prepayments or if an Event of Default shall occur), (b) shall not modify the Maturity Date, the aggregated outstanding principal balance of the Loan or any other material economic term of the Loan, (c) shall not impose increased restrictions on equity transfers in Borrower (subject to restrictions included as a result of the fact that the subordinate financing was created), (d) shall not modify Borrower’s recourse obligations or require recourse to any Exculpated Parties (subject to requiring recourse to any Exculpated Parties that are formed in connection with the creation of the subordinate financing) or (e) shall not modify any other provision that materially increases Borrower’s or Guarantor’s or their Affiliates’ obligations or materially decreases Borrower’s or Guarantor’s or their Affiliates’ rights under the Loan Documents, other than to a de-minimis extent. In connection with any Resizing Event, Borrower covenants and agrees to modify the Cash Management Agreement to reflect the newly created components and/or mezzanine loans, provided that the same do not materially increase Borrower’s or Guarantor’s or their Affiliates’ obligations and/or liabilities under the Loan Documents or materially decrease decreases Borrower’s or Guarantor’s or their Affiliates’ rights under the Loan Documents. (b) Borrower covenants and agrees that Lender may hereafter convert any portion of the Loan , other than to subordinate financing, including one or more tranches of mezzanine debt, preferred equity, subordinate debt or participation in such loan, subordinate to such loan (collectively, “Subordinate Financing”), provided, however, such Subordinate Financing and the Loan following the creation of the Subordinate Financing shall, in the aggregate, initially have the same fully funded weighted average interest rate as the fully funded interest rate of the Loan prior to the creation of such Subordinate Financing, but such Subordinate Financing may subsequently change the weighted average spread and Lender may apply principal, interest rates and amortization of the Loan and the Subordinate Financing in a manner specified by Lender in its sole discretionde-minimis extent. If the Subordinate Financing takes the form of a mezzanine loan, a mezzanine borrower (the “Mezzanine Borrower”) may be created which will own one hundred percent (100%) of the equity interests in the Borrower. One hundred percent (100%) of the ownership and economic interests in the Mezzanine Borrower may, at Lender’s discretion, be required to be pledged as security for such tranches of Subordinate Financing, if any. A default with the related Loan shall be a default under the respective Subordinate Financing. Such Subordinate Financing shall be subject to an intercreditor agreement by and between the Lender and the subordinate lender(s).102

Loan Components. (a) Borrower covenants and agrees that in connection with any Securitization of the Loan, upon Lender’s request, request Borrower shall deliver one or more new component notes to replace the original note or modify the original note to reflect multiple components of the Loan or create one or more mezzanine loans (and such new notes including amending Borrower’s organizational structure to provide for one or modified note shall initially have more mezzanine borrowers) (each a “Resizing Event”) provided that, except as set forth below in this Section 9.1.2 or in Section 9.1.3, the same fully funded weighted average interest rate as do not increase Borrower’s or Guarantor’s or their affiliates obligations or decreases Borrower’s or Guarantor’s or their affiliates’ rights under the original noteLoan Documents, but such new notes or modified note other than to a de-minimis extent. Lender may subsequently change the weighted average spread and apply principal, interest rates and amortization of the Loan between the such new components and/or mezzanine loans in a manner specified by Lender in its sole discretion) and modify the Cash Management Agreement with respect to the newly created components discretion such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels bond execution for the Loan; provided however, Lender agrees that such new notes or modified note or mezzanine notes shall immediately after the Resizing Event (a) have the same initial weighted average coupon as the original note prior to such Resizing Event, notwithstanding that such new notes or modified note or mezzanine notes may, in connection with the application of principal to such new notes or modified note or mezzanine notes, subsequently cause the weighted average spread of such new notes or modified note or mezzanine notes to change (but not increase, except that the weighted average spread may subsequently increase due to involuntary prepayments or if an Event of Default shall occur), (b) shall not modify the Maturity Date, the aggregated outstanding principal balance of the Loan or any other material economic term of the Loan, (c) shall not impose increased restrictions on equity transfers in Borrower (subject to restrictions included as a result of the fact that the subordinate financing was created), (d) shall not modify Borrower’s recourse obligations or require recourse to any Exculpated Parties (subject to requiring recourse to any Exculpated Parties that are formed in connection with the creation of the subordinate financing) or (e) shall not modify any other provision that materially increases Borrower’s or Guarantor’s or their Affiliates’ obligations or materially decreases Borrower’s or Guarantor’s or their Affiliates’ rights under the Loan Documents, other than to a de-minimis extent. In connection with any Resizing Event, Borrower covenants and agrees to modify the Cash Management Agreement to reflect the newly created components and/or mezzanine loans, provided that the same do not materially increase Borrower’s or Guarantor’s or their Affiliates’ obligations and/or liabilities under the Loan Documents or materially decrease decreases Borrower’s or Guarantor’s or their Affiliates’ rights under the Loan Documents, other than to a de-minimis extent. (b) Borrower covenants and agrees that Lender may hereafter convert any portion of the Loan to subordinate financing, including one or more tranches of mezzanine debt, preferred equity, subordinate debt or participation in such loan, subordinate to such loan (collectively, “Subordinate Financing”), provided, however, such Subordinate Financing and the Loan following the creation of the Subordinate Financing shall, in the aggregate, initially have the same fully funded weighted average interest rate as the fully funded interest rate of the Loan prior to the creation of such Subordinate Financing, but such Subordinate Financing may subsequently change the weighted average spread and Lender may apply principal, interest rates and amortization of the Loan and the Subordinate Financing in a manner specified by Lender in its sole discretion. If the Subordinate Financing takes the form of a mezzanine loan, a mezzanine borrower (the “Mezzanine Borrower”) may be created which will own one hundred percent (100%) of the equity interests in the Borrower. One hundred percent (100%) of the ownership and economic interests in the Mezzanine Borrower may, at Lender’s discretion, be required to be pledged as security for such tranches of Subordinate Financing, if any. A default with the related Loan shall be a default under the respective Subordinate Financing. Such Subordinate Financing shall be subject to an intercreditor agreement by and between the Lender and the subordinate lender(s).