Common use of PERFORMANCE OF AGREEMENTS AND LEASES Clause in Contracts

PERFORMANCE OF AGREEMENTS AND LEASES. Each Borrower Party shall duly and punctually perform, observe and comply in all material respects with all of the terms, provisions, conditions, covenants and agreements on its part to be performed, observed and complied with (i) hereunder and under the other Loan Documents to which it is a party, (ii) under all Material Agreements and Leases and (iii) all other agreements entered into or assumed by such Person in connection with the Sites, and will not suffer or permit any material default (giving effect to any applicable notice requirements and cure periods) to exist under any of the foregoing except where the failure to perform, observe or comply with any agreement referred to in this clause (iii) would not reasonably be expected to have a Material Adverse Effect. Notwithstanding the foregoing to the contrary, the Borrowers shall be permitted to terminate or assign any Site Management Agreement (x) which the Borrowers reasonably deem to be in accordance with prudent business practices (including, but not limited to, instances in which the applicable Site has, and the Borrowers reasonably anticipate that such Site will continue to have, negative Annualized Run Rate Net Cash Flow), (y) to cure a breach of a representation, warranty, covenant or other default or (z) in connection with any Site disposition if the Release or Substitution Conditions are met (except that assignments of a Site Management Agreement to another Borrower need not satisfy the Release or Substitution Conditions). In each of the foregoing, at any time if the Termination and Assignment Threshold is exceeded, any subsequent termination or assignment of a Site Management Agreement (except with respect to assignments to another Borrower) shall require (i) satisfaction of the Release or Substitution Conditions and (ii) written notice to the Rating Agencies of such Site Management Agreement termination or assignment, as well as any subsequent Site Management Agreement terminations or assignments (except with respect to assignments to another Borrower) that, collectively, constitute a successive 5% increase in the total Allocated Loan Amount for all Sites affected by the proposed termination or assignment. In connection with any sale permitted pursuant to the terms of this Section 5.9, the Borrowers may sell any Other Company Collateral associated with the applicable Site and no longer required in connection with the operation of the Borrowers’ business.

PERFORMANCE OF AGREEMENTS AND LEASES. Each Borrower Party shall duly and punctually perform, observe and comply in all material respects with all of the terms, provisions, conditions, covenants and agreements on its part to be performed, observed and complied with (i) hereunder and under the other Loan Documents to which it is a party, (ii) under all Material Agreements and Leases and (iii) all other agreements entered into or assumed by such Person in connection with the Sites, and will not suffer or permit any material default (giving effect to any applicable notice requirements and cure periods) to exist under any of the foregoing except where the failure to perform, observe or comply with any agreement referred to in this clause (iii) would not reasonably be expected to have a Material Adverse Effect. Notwithstanding the foregoing to the contrary, the Borrowers shall be permitted to terminate or assign any Site Management Agreement (x) which the Borrowers reasonably deem to be in accordance with prudent business practices (includingpractices, but not limited to, instances in which the applicable Site has, and the Borrowers reasonably anticipate provided that such Site will continue to have, negative Annualized Run Rate Net Cash Flow), (y) to cure a breach of a representation, warranty, covenant or other default or (z) in connection with any Site disposition if the Release or Substitution Conditions are met (except that assignments of a Site Management Agreement to another Borrower need not satisfy the Release or Substitution Conditions). In each of the foregoing, at any time if the Termination and Assignment Threshold is exceeded, any subsequent termination or assignment of a Site Management Agreement (except with respect to assignments to another Borrower) shall require (i) satisfaction of the Release or Substitution Conditions and (ii) Borrowers provide written notice to the Rating Agencies Lender of such Site Management Agreement determination not later than thirty (30) days prior to such termination or assignment, as well as any subsequent Site Management Agreement terminations (ii) together with such notice the Borrowers provide supporting information reasonably acceptable to Lender that immediately following such termination or assignments assignment the DSCR will be equal to or greater than the DSCR immediately prior to such termination or assignment, (except iii) if (a) the aggregate Allocated Loan Amount with respect to assignments to another Borrower) that, collectively, constitute a successive 5% increase in the total Allocated Loan Amount for all Sites affected by the proposed termination or assignmentassignment and each such Site for which termination has occurred under this Section 5.9 and Section 5.21(A), would exceed five percent (5%) of the aggregate original Component Principal Balances of all Components of the Loan then outstanding, or (b) following such termination or assignment the following criteria are not met: (I) the percentage of the Operating Revenues from the remaining Sites represented by (A) telephony tenants is 85% or greater, (B) investment grade tenants is 80% or greater, (II) the dollar amount of Operating Revenues attributable to the investment grade tenants (in the aggregate) and telephony tenants (in the aggregate) will not, in each case, be less than the dollar amount for such tenants than as of December 31, 2006, (III) at least 80% of the Allocated Loan Amount of all the Sites is attributable to a combination of Owned Land Sites and Ground Lease Sites where the ground lessor (and AT&T with respect to the AT&T Sites) has agreed to provide the leasehold mortgagee with notice of the occurrence of a default under the Ground Lease and an opportunity to cure the applicable Borrower’s default, and (IV) Mortgaged Sites will represent not less than 90% of the Allocated Loan Amount for all of the Sites, a Rating Agency Confirmation is obtained, and (iv) if during a Special Servicing Period, Servicer approval is obtained (unless such termination or assignment would cure such Special Servicing Period). In connection with any sale permitted pursuant to the terms of this Section 5.9, the Borrowers may sell any Other Company Collateral associated with the applicable Site and no longer required in connection with the operation of the Borrowers’ business.

PERFORMANCE OF AGREEMENTS AND LEASES. Each Borrower Party shall duly and punctually perform, observe and comply in all material respects with all of the terms, provisions, conditions, covenants and agreements on its part to be performed, observed and complied with (i) hereunder and under the other Loan Documents to which it is a party, (ii) under all Material Agreements and Leases (including, but not limited to, any obligation of such Borrower Party under a Net Rent Tenant Lease to pay amounts to a Tenant thereunder on account of rent payable by third-party co-location sub-tenants who sublease Site Space at the related Site) and (iii) all other agreements entered into or assumed by such Person in connection with the Sites, and will not suffer or permit any material default or event of default (giving effect to any applicable notice requirements and cure periods) to exist under any of the foregoing except where the failure to perform, observe or comply with any agreement referred to in this clause (iii) would not reasonably be expected to have a Material Adverse Effect. Notwithstanding the foregoing to the contrary, the Borrowers shall be permitted to terminate or assign any Site Management Agreement (x) which the Borrowers reasonably deem to be necessary in accordance with prudent business practices (includingpractices, but not limited to, instances in which the applicable Site has, and the Borrowers reasonably anticipate provided that such Site will continue to have, negative Annualized Run Rate Net Cash Flow), (y) to cure a breach of a representation, warranty, covenant or other default or (z) in connection with any Site disposition if the Release or Substitution Conditions are met (except that assignments of a Site Management Agreement to another Borrower need not satisfy the Release or Substitution Conditions). In each of the foregoing, at any time if the Termination and Assignment Threshold is exceeded, any subsequent termination or assignment of a Site Management Agreement (except with respect to assignments to another Borrower) shall require (i) satisfaction of the Release or Substitution Conditions and (ii) Borrowers provide written notice to the Rating Agencies Lender of such Site Management Agreement determination not later than thirty (30) days prior to such termination or assignment, as well as any subsequent Site Management Agreement terminations (ii) together with such notice the Borrowers provide supporting information reasonably acceptable to the Lender that immediately following such termination or assignments assignment the Debt Service Coverage Ratio will be equal to or greater than the Debt Service Coverage Ratio immediately prior to such termination or assignment, (except iii) the Borrowers provide to the Lender either (x) Rating Agency Confirmation with respect to assignments such termination or assignment or (y) together with such notice evidence in form and substance satisfactory to another Borrowerthe Lender that (a) that, collectively, constitute a successive 5% increase in the total aggregate Allocated Loan Amount for with respect to all Sites affected by the proposed termination or assignment and each such Site for which termination has occurred under this Section 5.9, Section 5.21(A) and Section 5.22(A) since, if such termination or assignment is occurring (x) prior to the Second Amendment Effective Date, April 16, 2010, or (y) on or after the Second Amendment Effective Date, the date of the Loan Increase relating to the then-outstanding Component that has been outstanding for the longest period of time, would not exceed five percent (5%) of the aggregate original Component Principal Balances of all ‑68‑ Components of the Loan then outstanding, and (b) following the termination or assignment, the percentage of Annualized Run Rate Revenue of the remaining Sites consisting of revenues from telephony Lessees and non-telephony investment-grade Lessees (taken together) would be (A) if the termination or assignment is occurring prior to the Second Amendment Effective Date, at least 90%, or (B) if the termination or assignment is occurring on or after the Second Amendment Effective Date, not materially less than (and in any event at least 95% of) such percentage as of the date immediately preceding such termination or assignment, and (iv) if during a Special Servicing Period, Servicer approval is obtained. In connection with any sale permitted pursuant to the terms of this Section 5.9, the Borrowers may sell any Other Company Collateral associated with the applicable Site and no longer required in connection with the operation of the Borrowers’ business.

PERFORMANCE OF AGREEMENTS AND LEASES. Each Borrower Party shall duly and punctually perform, observe and comply in all material respects with all of the terms, provisions, conditions, covenants and agreements on its part to be performed, observed and complied with (i) hereunder and under the other Loan Documents to which it is a party, (ii) under all Material Agreements and Leases and (iii) all other agreements entered into or assumed by such Person in connection with the SitesProperties, and will not suffer or permit any material default or event of default (giving effect to any applicable notice requirements and cure periods) to exist under any of the foregoing except where the failure to perform, observe or comply with any agreement referred to in this clause (iii) would not reasonably be expected to have a Material Adverse Effect. Notwithstanding the foregoing to the contrary, the Borrowers shall be permitted to terminate or assign any Site Management Agreement (x) which the Borrowers reasonably deem to be necessary in accordance with prudent business practices practices, provided that (includingi) the Borrowers provide written notice to Lender of such determination not later than thirty (30) days prior to such termination, but not limited to(ii) together with such notice the Borrowers provide supporting information reasonably acceptable to Lender that following such termination the DSCR will be equal to or greater than the DSCR immediately prior to such termination, instances in (iii) if (1) the aggregate Allocated Loan Amount with respect to (x) each such Property for which the applicable Site hastermination has occurred under this Section 5.9, Section 5.23(A), and the Borrowers reasonably anticipate that such Site will continue to have, negative Annualized Run Rate Net Cash FlowSection 5.24(A), and (y) to cure the Property for which a breach termination is proposed, is greater than five percent (5%) of a representationthe Principal Amount of the Loan at Closing, warranty, covenant or other default or (z2) in connection with any Site disposition if the Release or Substitution Conditions are met at least seventy-eight percent (except that assignments of a Site Management Agreement to another Borrower need not satisfy the Release or Substitution Conditions). In each 78%) of the foregoing, at any time if the Termination and Assignment Threshold is exceeded, any subsequent termination or assignment of a Site Management Agreement (except with respect to assignments to another Borrower) shall require (i) satisfaction Operating Revenues of the Release or Substitution Conditions Properties that remain following a proposed termination do not consist of telephony revenues, the Borrowers have delivered a Rating Confirmation, and (iiiv) written notice to following such termination, such Property will be owned and managed by a Person other than the Rating Agencies Borrowers or any of such Site Management Agreement termination or assignment, as well as any subsequent Site Management Agreement terminations or assignments (except with respect to assignments to another Borrower) that, collectively, constitute a successive 5% increase in the total Allocated Loan Amount for all Sites affected by the proposed termination or assignmenttheir Affiliates. In connection with any sale permitted pursuant to the terms of this Section 5.9, the Borrowers may sell any Other Company Collateral associated with the applicable Site Property and no longer required in connection with the operation of the Borrowers’ ' business.

PERFORMANCE OF AGREEMENTS AND LEASES. Each Borrower Party shall duly and punctually perform, observe and comply in all material respects with all of the terms, provisions, conditions, covenants and agreements on its part to be performed, observed and complied with (i) hereunder and under the other Loan Documents to which it is a party, (ii) under all Material Agreements and Material Leases and (iii) all other agreements entered into or assumed by such Person in connection with the SitesProperties, and will not suffer or permit any material default or event of default (giving effect to any applicable notice requirements and cure periods) to exist under any of the foregoing except where the failure to perform, observe or comply with any agreement referred to in this clause (iii) would not reasonably be expected to have a Material Adverse Effect. Notwithstanding the foregoing to the contrary, the Borrowers shall be permitted to terminate or assign any Site Management Agreement (x) which the Borrowers reasonably deem to be necessary in accordance with prudent business practices practices, provided that (includingi) the Borrowers provide written notice to Lender of such determination not later than thirty (30) days prior to such termination, but not limited to(ii) together with such notice the Borrowers provide supporting information reasonably acceptable to Lender that following such termination the DSCR will be equal to or greater than the DSCR immediately prior to such termination, instances in (iii) if (1) the aggregate Allocated Loan Amount with respect to (x) each such Property for which the applicable Site hastermination has occurred under this Section 5.9, Section 5.23(A), and the Borrowers reasonably anticipate that such Site will continue to have, negative Annualized Run Rate Net Cash FlowSection 5.24(A), and (y) to cure the Property for which a breach termination is proposed, is greater than five percent (5%) of a representationthe Principal Amount of the Loan at Closing, warranty, covenant or other default or (z2) in connection with any Site disposition if the Release or Substitution Conditions are met at least seventy-eight percent (except that assignments of a Site Management Agreement to another Borrower need not satisfy the Release or Substitution Conditions). In each 78%) of the foregoing, at any time if the Termination and Assignment Threshold is exceeded, any subsequent termination or assignment of a Site Management Agreement (except with respect to assignments to another Borrower) shall require (i) satisfaction Operating Revenues of the Release or Substitution Conditions Properties that remain following a proposed termination do not consist of telephony revenues, the Borrowers have delivered a Rating Confirmation, and (iiiv) written notice to following such termination, such Property will be owned and managed by a Person other than the Rating Agencies Borrowers or any of such Site Management Agreement termination or assignment, as well as any subsequent Site Management Agreement terminations or assignments (except with respect to assignments to another Borrower) that, collectively, constitute a successive 5% increase in the total Allocated Loan Amount for all Sites affected by the proposed termination or assignmenttheir Affiliates. In connection with any sale permitted pursuant to the terms of this Section 5.9, the Borrowers may sell any Other Company Collateral associated with the applicable Site Property and no longer required in connection with the operation of the Borrowers’ ' business.

PERFORMANCE OF AGREEMENTS AND LEASES. Each Borrower Party shall duly and punctually perform, observe and comply in all material respects with all of the terms, provisions, conditions, covenants and agreements on its part to be performed, observed and complied with (i) hereunder and under the other Loan Documents to which it is a party, (ii) under all Material Agreements and Material Leases and (iii) all other agreements entered into or assumed by such Person in connection with the SitesProperties, and will not suffer or permit any material default or event of default (giving effect to any applicable notice requirements and cure periods) to exist under any of the foregoing except where the failure to perform, observe or comply with any agreement referred to in this clause (iii) would not reasonably be expected to have a Material Adverse Effect. Notwithstanding the foregoing to the contrary, the Borrowers shall be permitted to terminate or assign any Site Management Agreement (x) which the Borrowers reasonably deem to be necessary in accordance with prudent business practices practices, provided that (includingi) the Borrowers provide written notice to Lender of such determination not later than thirty (30) days prior to such termination, but not limited to(ii) together with such notice the Borrowers provide supporting information reasonably acceptable to Lender that following such termination the DSCR will be equal to or greater than the DSCR immediately prior to such termination, instances in (iii) if the aggregate Allocated Loan Amount with respect to (x) each such Property for which the applicable Site hastermination has occurred under this Section 5.9, Section 5.23(A), and the Borrowers reasonably anticipate that such Site will continue to have, negative Annualized Run Rate Net Cash FlowSection 5.24(A), and (y) to cure the Property for which a breach of a representationtermination is proposed, warranty, covenant or other default or is greater than five percent (z5%) in connection with any Site disposition if the Release or Substitution Conditions are met (except that assignments of a Site Management Agreement to another Borrower need not satisfy the Release or Substitution Conditions). In each of the foregoing, at any time if the Termination and Assignment Threshold is exceeded, any subsequent termination or assignment of a Site Management Agreement (except with respect to assignments to another Borrower) shall require (i) satisfaction Principal Amount of the Release or Substitution Conditions Loan at Closing, the Borrowers have delivered a Rating Confirmation, and (iiiv) written notice to following such termination, such Property will be owned and managed by a Person other than the Rating Agencies Borrowers or any of such Site Management Agreement termination or assignment, as well as any subsequent Site Management Agreement terminations or assignments (except with respect to assignments to another Borrower) that, collectively, constitute a successive 5% increase in the total Allocated Loan Amount for all Sites affected by the proposed termination or assignmenttheir Affiliates. In connection with any sale permitted pursuant to the terms of this Section 5.9, the Borrowers may sell any Other Company Collateral associated with the applicable Site Property and no longer required in connection with the operation of the Borrowers’ ' business.

PERFORMANCE OF AGREEMENTS AND LEASES. Each Borrower Party shall duly and punctually perform, observe and comply in all material respects with all of the terms, provisions, conditions, covenants and agreements on its part to be performed, observed and complied with (i) hereunder and under the other Loan Documents to which it is a party, (ii) under all Material Agreements and Leases and (iii) all other agreements entered into or assumed by such Person in connection with the Sites, and will not suffer or permit any material default or event of default (giving effect to any applicable notice requirements and cure periods) to exist under any of the foregoing except where the failure to perform, observe or comply with any agreement referred to in this clause (iii) would not reasonably be expected to have a Material Adverse Effect. Notwithstanding the foregoing to the contrary, the Borrowers shall be permitted to terminate or assign any Site Management Agreement (x) which the Borrowers reasonably deem to be necessary in accordance with prudent business practices (includingpractices, but not limited to, instances in which the applicable Site has, and the Borrowers reasonably anticipate provided that such Site will continue to have, negative Annualized Run Rate Net Cash Flow), (y) to cure a breach of a representation, warranty, covenant or other default or (z) in connection with any Site disposition if the Release or Substitution Conditions are met (except that assignments of a Site Management Agreement to another Borrower need not satisfy the Release or Substitution Conditions). In each of the foregoing, at any time if the Termination and Assignment Threshold is exceeded, any subsequent termination or assignment of a Site Management Agreement (except with respect to assignments to another Borrower) shall require (i) satisfaction of the Release or Substitution Conditions and (ii) Borrowers provide written notice to the Rating Agencies Lender of such Site Management Agreement determination not later than thirty (30) days prior to such termination or assignment, as well as any subsequent Site Management Agreement terminations (ii) together with such notice the Borrowers provide supporting information reasonably acceptable to Lender that immediately following such termination or assignments assignment the DSCR will be equal to or greater than the DSCR immediately prior to such termination or assignment, (except iii) if (a) the aggregate Allocated Loan Amount with respect to assignments to another Borrower) that, collectively, constitute a successive 5% increase in the total Allocated Loan Amount for all Sites affected by the proposed termination or assignmentassignment and each such Site for which termination has occurred under this Section 5.9, Section 5.21(A), and Section 5.22(A), would exceed five percent (5%) of the aggregate original Component Principal Balances of all Components of the Loan then outstanding, or (b) at least 90% of the Annualized Run Rate Revenue of the remaining Sites does not consist of revenues from telephony Lessees and non-telephony investment-grade Lessees (taken together), a Rating Agency Confirmation is obtained, and (iv) if during a Special Servicing Period, Servicer approval is obtained. In connection with any sale permitted pursuant to the terms of this Section 5.9, the Borrowers may sell any Other Company Collateral associated with the applicable Site and no longer required in connection with the operation of the Borrowers’ business.