Common use of Resizing Clause in Contracts

Resizing. In connection with the Mortgage Loan, each Noteholder agrees, subject to clause (iii) below, that if a Noteholder determines that it is advantageous to resize its Note by causing the Mortgage Loan Borrower to execute amended and restated or additional pari passu notes (in either case, “New Notes”) reallocating the principal of such Note to such New Notes, each Noteholder other than the resizing Noteholder shall cooperate with the resizing Noteholder to effect such resizing at such resizing Noteholder’s expense; provided that (i) the aggregate principal balance of all outstanding New Notes following the creation thereof is no greater than the principal balance of such Note or Notes immediately prior to the creation of the New Notes, (ii) the weighted average Interest Rate of all outstanding New Notes following the creation thereof is the same as the Interest Rate of the related Note or Notes immediately prior to the creation of the New Notes, and (iii) no such resizing shall (x) change the interest allocable to, or the amount of any payments due to, any other Noteholder, or priority of such payments, or (y) increase any other Noteholder’s obligations or decrease any other Noteholder’s rights, remedies or protections. In connection with any resizing of a Note, the related Noteholder may allocate its rights hereunder among the New Notes in any manner in its sole discretion.

Resizing. In connection with the Mortgage Loan, each Noteholder agrees, subject to clause (iiiiii)(y) below, that if a Noteholder any Note A Holder determines that it is advantageous to resize its Note by causing the Mortgage Loan Borrower to execute amended and restated or additional pari passu notes (in either case, “New Notes”) reallocating the principal of such Note to such New Notes, each Noteholder other than the resizing Noteholder shall cooperate with the resizing Noteholder to effect such resizing at such resizing Noteholder’s expense; provided that (i) the aggregate principal balance of all outstanding New Notes following the creation thereof is no greater than the principal balance of such Note or Notes immediately prior to the creation of the New Notes, (ii) the weighted average Interest Rate interest rate of all outstanding New Notes following the creation thereof is the same as the Interest Rate interest rate of the related Note or Notes immediately prior to the creation of the New Notes, and (iii) no such resizing shall (x) change the interest allocable to, or the amount of any payments due to, any other Noteholder, or priority of such payments, or (y) increase any other Noteholder’s obligations or decrease any other Noteholder’s rights, remedies or protections. In connection with any resizing of a any A Note, the related Noteholder may allocate its rights hereunder among the New Notes in any manner in its sole discretion.

Resizing. In connection with the Mortgage Loan, each Noteholder agrees, subject to clause (iii) below, that if a Noteholder Note A Holder determines that it is advantageous to resize its Note by causing the Mortgage Loan Borrower to execute amended and restated or additional pari passu notes (in either case, “New Notes”) reallocating the principal of such Note to such New Notes, each Noteholder other than the resizing Noteholder shall cooperate with the resizing Noteholder to effect such resizing at such resizing Noteholder’s expense; provided that (i) the aggregate principal balance of all outstanding New Notes following the creation thereof is no greater than the principal balance of such Note or Notes immediately prior to the creation of the New Notes, (ii) the weighted average Interest Rate of all outstanding New Notes following the creation thereof is the same as the Interest Rate of the related Note or Notes immediately prior to the creation of the New Notes, and (iii) no such resizing shall (x) change the interest allocable to, or the amount of any payments due to, any other Noteholder, or priority of such payments, or (y) increase any other Noteholder’s obligations or decrease any other Noteholder’s rights, remedies or protections. In connection with any resizing of a an A Note, the related Noteholder may allocate its rights hereunder among the New Notes in any manner in its sole discretion.

Resizing. In connection with the Mortgage Loan, each Noteholder agrees, subject to clause (iii) belowbelow in this paragraph, that if a Senior Noteholder determines that it is advantageous to resize one or more of its Note Senior Notes by causing the Mortgage Loan Borrower to execute amended and restated or additional pari passu notes (in either case, “New Notes”) reallocating the principal of such Senior Note to such New Notes, each Noteholder other than the resizing Noteholder shall cooperate with the resizing Noteholder to effect such resizing at such resizing Noteholder’s expense; provided that (i) the aggregate principal balance of all outstanding New Notes following the creation thereof is no greater than the principal balance of such Senior Note or Senior Notes immediately prior to the creation of the New Notes, (ii) the weighted average Interest Rate of all outstanding New Notes (based on the relative principal balance of such New Notes) following the creation thereof is the same as the Interest Rate of the related Senior Note or Senior Notes immediately prior to the creation of the New Notes, and (iii) no such resizing shall (x) change the interest allocable to, or the amount of any payments due to, any other Noteholder, or priority of such payments, or (y) increase any other Noteholder’s obligations or decrease any other Noteholder’s rights, remedies or protections. In connection with any resizing of a Senior Note, the related Senior Noteholder may allocate its rights hereunder among the New Notes in any manner in its sole discretion.

Resizing. In connection with the Mortgage Loan, each Noteholder agrees, subject to clause (iiiiii)(y) below, that if a Noteholder any Note A Holder determines that it is advantageous to resize its Note by causing the Mortgage Loan Borrower to execute amended and restated or additional pari passu notes (in either case, “New Notes”) reallocating the principal of such Note to such New Notes, each Noteholder other than the resizing Noteholder shall cooperate with the resizing Noteholder to effect such resizing at such resizing Noteholder’s expense; provided that (i) the aggregate principal balance of all outstanding New Notes following the creation thereof is no greater than the principal balance of such Note or Notes immediately prior to the creation of the New Notes, (ii) the weighted average Interest Rate interest rate of all outstanding New Notes following the creation thereof is the same as the Interest Rate interest rate of the related Note or Notes immediately prior to the creation of the New Notes, and (iii) no such resizing shall (x) change the interest allocable to, or the amount of any payments due to, any other Noteholder, or priority of such payments, or (y) increase any other Noteholder’s obligations or decrease any other Noteholder’s rights, remedies or protections. In connection with any resizing of a Note, the related Noteholder may allocate its rights hereunder among the New Notes in any manner in its sole discretion.or

Resizing. In connection with the Mortgage Loan, each Noteholder agrees, subject to clause (iii) belowbelow in this paragraph, that if a Senior Noteholder determines that it is advantageous to resize one or more of its Note Senior Notes by causing the Mortgage Loan Borrower to execute amended and restated or additional pari passu notes (in either case, “New Notes”) reallocating the principal of such Senior Note to such New Notes, each Noteholder other than the resizing Noteholder shall cooperate with the resizing Noteholder to effect such resizing at such resizing Noteholder’s expense; provided that (i) the aggregate principal balance of all outstanding New Notes following the creation thereof is no greater than the principal balance of such Senior Note or Senior Notes immediately prior to the creation of the New Notes, (ii) the weighted average Interest Rate of all outstanding New Notes (based on the relative principal balance of such New Notes) following the creation thereof is the same as the Interest Rate of the related Senior Note or Senior Notes immediately prior to the creation of the New Notes, and (iii) no such resizing shall (x) change the interest allocable to, or the amount of any payments due to, any other Noteholder, or priority of such payments, or (y) increase any other Noteholder’s obligations or decrease any other Noteholder’s rights, remedies or protections. In connection with For the avoidance of doubt, any New Note that is created in a resizing of contemplated by this Section 39 shall be a “Note”, the related Noteholder may allocate its rights an “A Note” and a “Senior Note” hereunder, and all definitions hereunder among the New Notes in any manner in its sole discretionshall be construed accordingly.

Resizing. In connection with the Mortgage Loan, each Noteholder agrees, subject to clause (iiiiii)(y) below, that if a Noteholder the Note A-1-A Holder, the Note A-1-B Holder, the Note A-2-A Holder or the Note A-2-B Holder determines that it is advantageous to resize its Note by causing the Mortgage Loan Borrower to execute amended and restated or additional pari passu notes (in either case, “New Notes”) reallocating the principal of such Note to such New Notes, each Noteholder other than the resizing Noteholder shall cooperate with the resizing Noteholder to effect such resizing at such resizing Noteholder’s expense; provided that (i) the aggregate principal balance of all outstanding New Notes following the creation thereof is no greater than the principal balance of such Note or Notes immediately prior to the creation of the New Notes, (ii) the weighted average Interest Rate interest rate of all outstanding New Notes following the creation thereof is the same as the Interest Rate interest rate of the related Note or Notes immediately prior to the creation of the New Notes, and (iii) no such resizing shall (x) change the interest allocable to, or the amount of any payments due to, any other Noteholder, or priority of such payments, or (y) increase any other Noteholder’s obligations or decrease any other Noteholder’s rights, remedies or protections. In connection with any resizing of a NoteNote X-0-X, Xxxx X-0-X, Xxxx X-0-X or Note A-2-B, the related Noteholder may allocate its rights hereunder among the New Notes in any manner in its sole discretion.

Resizing. In connection with the Mortgage Loan, each Junior Noteholder agreesagrees that if, subject to clause (iii) belowin connection with the Securitization, that if a any Senior Noteholder determines that it is advantageous to resize its respective Note by causing the Mortgage Loan Borrower to execute amended and restated notes or additional pari passu notes (in either case, “New Notes”) reallocating the principal of such Note to such New Notes, each Noteholder other than the resizing Junior Noteholder shall cooperate with the resizing applicable Senior Noteholder to effect such resizing at such resizing Senior Noteholder’s expense, as applicable; provided that (i) the aggregate principal balance of all outstanding New Notes following the creation thereof is no greater than the principal balance of such Note or Notes immediately prior to the creation of the New Notes, (ii) the weighted average Interest Rate interest rate of all outstanding New Notes following the creation thereof is the same as the Interest Rate interest rate of the related Note or Notes immediately prior to the creation of the New Notes, and (iii) no such resizing shall (xa) change the interest allocable to, or the amount of any payments due to, any other Junior Noteholder, or priority of such payments, or (yb) increase any other Junior Noteholder’s obligations or decrease any other Junior Noteholder’s rights, remedies or protections. In connection with any the resizing of a any Senior Note, the related Noteholder may allocate its rights hereunder among the New Notes in any manner in its sole discretion. Any cap on the Senior Noteholder’s obligation to pay any Junior Noteholder’s expenses pursuant to Section 40 of this Agreement shall not apply to any Junior Noteholder’s expenses in connection with a resizing pursuant to this Section 38 or any Securitization of a resized Senior Note. All Notes shall automatically be subject to the terms of this Agreement.

Resizing. In connection with the Mortgage Loan, each Noteholder agrees, subject to clause (iiiiii)(y) below, that if a Noteholder any Note A-1-A Holder determines that it is advantageous to resize its Note by causing the Mortgage Loan Borrower to execute amended and restated or additional pari passu notes (in either case, “New Notes”) reallocating the principal of such Note to such New Notes, each Noteholder other than the resizing Noteholder shall cooperate with the resizing Noteholder to effect such resizing at such resizing Noteholder’s expense; provided that (i) the aggregate principal balance of all outstanding New Notes following the creation thereof is no greater than the principal balance of such Note or Notes immediately prior to the creation of the New Notes, (ii) the weighted average Interest Rate interest rate of all outstanding New Notes following the creation thereof is the same as the Interest Rate interest rate of the related Note or Notes immediately prior to the creation of the New Notes, and (iii) no such resizing shall (x) change the interest allocable to, or the amount of any payments due to, any other Noteholder, or priority of such payments, or (y) increase any other Noteholder’s obligations or decrease any other Noteholder’s rights, remedies or protections. In connection with any resizing of a any A Note, the related Noteholder may allocate its rights hereunder among the New Notes in any manner in its sole discretion.

Resizing. In connection with the Mortgage Loan, each Noteholder agrees, subject to clause (iii) below, that if a Noteholder determines that it is advantageous to resize its Note by causing the Mortgage Loan Borrower to execute amended and restated or additional pari passu notes (in either case, “New Notes”) reallocating the principal of such Note to such New Notes, each Noteholder other than the resizing Noteholder shall cooperate with the resizing Noteholder to effect such resizing at such resizing Noteholder’s expense; provided that (i) the aggregate principal balance of all outstanding New Notes following the creation thereof is no greater than the principal balance of such Note or Notes immediately prior to the creation of the New Notes, (ii) the weighted average Interest Rate of all outstanding New Notes following the creation thereof is the same as the Interest Rate of the related Note or Notes immediately prior to the creation of the New Notes, and (iii) no such resizing shall (x) change the interest allocable to, or the amount of any payments due to, any other Noteholder, or priority of such payments, or (y) increase any other Noteholder’s obligations or decrease any other Noteholder’s rights, remedies or protections. In connection with any resizing of a Note, the related Noteholder may allocate its rights hereunder among the New Notes in any manner in its sole discretion, including without limitation, in the event the Controlling Noteholder elects to resize Note A-1, designating which holder of a New Note created in such resizing shall be the Controlling Noteholder and which shall be a Non-Controlling Noteholder hereunder.

Resizing. In connection with the Mortgage Loan, each Noteholder agrees, subject to clause (iii) the proviso below, that if a Noteholder any Note A Holder determines that it is advantageous to resize its Note by causing the Mortgage Loan Borrower to execute amended and restated or additional pari passu notes (in either case, “New Notes”) reallocating the principal of such Note to such New Notes, each Noteholder other than the resizing Noteholder shall cooperate with the resizing Noteholder to effect such resizing at such resizing Noteholder’s expense; provided that (i) the aggregate principal balance of all outstanding New Notes following the creation thereof is no greater than the principal balance of such Note or Notes immediately prior to the creation of the New Notes, (ii) the weighted average Interest Rate interest rate of all outstanding New Notes following the creation thereof is the same as the Interest Rate interest rate of the related Note or Notes immediately prior to the creation of the New Notes, and (iii) no such resizing shall (x) change the interest allocable to, or the amount of any payments due to, any other Noteholder, or priority of such payments, or (y) increase any other Noteholder’s obligations or decrease any other Noteholder’s rights, remedies or protections. In connection with any resizing of a any A Note, the related Noteholder may allocate its rights hereunder among the New Notes in any manner in its sole discretion.

Resizing. In connection with the Mortgage Loan, each Noteholder agrees, subject to clause (iii) belowbelow in this paragraph, that if a Senior Noteholder determines that it is advantageous to resize one or more of its Note Senior Notes by causing the Mortgage Loan Borrower to execute amended and restated or additional pari passu notes (in either case, “New Notes”) reallocating the principal of such Senior Note to such New Notes, each Noteholder other than the resizing Noteholder shall cooperate with the resizing Noteholder to effect such resizing at such resizing Noteholder’s expense; provided that (i) the aggregate principal balance of all outstanding New Notes following the creation thereof is no greater than the principal balance of such Senior Note or Senior Notes immediately prior to the creation of the New Notes, (ii) the weighted average Interest Rate of all outstanding New Notes (based on the relative principal balance of such New Notes) following the creation thereof is the same as the Interest Rate of the related Senior Note or Senior Notes immediately prior to the creation of the New Notes, and (iii) no such resizing shall (x) change the interest allocable to, or the amount of any payments due to, any other Noteholder, or priority of such payments, or (y) increase any other Noteholder’s obligations or decrease any other Noteholder’s rights, remedies or protections. In connection with For the avoidance of doubt, any New Note that is created in a resizing of contemplated by this Section 35 shall be a “Note”, the related Noteholder may allocate its rights an “A Note” and a “Senior Note” hereunder, and all definitions hereunder among the New Notes in any manner in its sole discretionshall be construed accordingly.

Resizing. In connection with the Mortgage Loan, each Noteholder agrees, subject to clause (iiiiii)(y) below, that if a Noteholder the Note A Holder determines that it is advantageous to resize its Note by causing the Mortgage Loan Borrower to execute amended and restated or additional pari passu notes (in either case, “New Notes”) reallocating the principal of such Note to such New Notes, each Noteholder other than the resizing Noteholder shall cooperate with the resizing Noteholder to effect such resizing at such resizing Noteholder’s expense; provided that (i) the aggregate principal balance of all outstanding New Notes following the creation thereof is no greater than the principal balance of such Note or Notes immediately prior to the creation of the New Notes, (ii) the weighted average Interest Rate interest rate of all outstanding New Notes following the creation thereof is the same as the Interest Rate interest rate of the related Note or Notes immediately prior to the creation of the New Notes, and (iii) no such resizing shall (x) change the interest allocable to, or the amount of any payments due to, any other Noteholder, or priority of such payments, or (y) increase any other Noteholder’s obligations or decrease any other Noteholder’s rights, remedies or protections. In connection with any resizing of a NoteNote A, the related Noteholder may allocate its rights hereunder among the New Notes in any manner in its sole discretion.

Resizing. In connection with the Mortgage Loan, each Junior Noteholder agreesagrees that if, subject to clause (iii) belowin connection with the Securitization, that if a any Senior Noteholder determines that it is advantageous to resize its respective Note by causing the Mortgage Loan Borrower to execute amended and restated notes or additional pari passu notes (in either case, “New Notes”) reallocating the principal of such Note to such New Notes, each Noteholder other than the resizing Junior Noteholder shall cooperate with the resizing applicable Senior Noteholder to effect such resizing at such resizing Senior Noteholder’s expense, as applicable; provided that (i) the aggregate principal balance of all outstanding New Notes following the creation thereof is no greater than the principal balance of such Note or Notes immediately prior to the creation of the New Notes, (ii) the weighted average Interest Rate interest rate of all outstanding New Notes following the creation thereof is the same as the Interest Rate interest rate of the related Note or Notes immediately prior to the creation of the New Notes, and (iii) no such resizing shall (xa) change the interest allocable to, or the amount of any payments due to, any other Junior Noteholder, or priority of such payments, or (yb) increase any other Junior Noteholder’s obligations or decrease any other Junior Noteholder’s rights, remedies or protections. In connection with any the resizing of a any Senior Note, the related Noteholder may allocate its rights hereunder among the New Notes in any manner in its sole discretion. Any cap on the Senior Noteholder’s obligation to pay any Junior Noteholder’s expenses pursuant to Section 40 of this Agreement shall not apply to any Junior Noteholder’s expenses in connection with a resizing pursuant to this Section 38 or any Securitization of a resized Senior Note.

Resizing. In connection with the Mortgage Loan, each Noteholder agrees, subject to clause (iii) below, that if a any Securitization-Eligible Noteholder determines that it is advantageous to resize one or more of its Note A Notes by causing the Mortgage Loan Borrower Mortgagor to execute amended and restated or additional pari passu notes (in either case, “New A Notes”) reallocating the principal of such A Note to such New A Notes, each Noteholder other than the resizing Noteholder shall cooperate with the resizing Noteholder to effect such resizing at such resizing Noteholder’s expense; provided that (i) the aggregate principal balance of all outstanding New A Notes following the creation thereof is no greater than the principal balance of such A Note or A Notes immediately prior to the creation of the New A Notes, (ii) the weighted average Interest Rate interest rate of all outstanding New A Notes following the creation thereof is the same as the Interest Rate interest rate of the related A Note or A Notes immediately prior to the creation of the New A Notes, and (iii) no such resizing shall (x) change the interest 110 allocable to, or the amount of any payments due to, any other Noteholder, or priority of such payments, or (y) increase any other Noteholder’s obligations or decrease any other Noteholder’s rights, remedies or protections. In connection with any resizing of a any A Note, the related Noteholder may allocate its rights hereunder among the New A Notes in any manner in its sole discretion.

Resizing. In connection with the Mortgage Loan, each Each Noteholder agrees, subject to clause (iiiiii)(y) below, that if a Senior Noteholder determines that it is advantageous to resize its Note by causing the Mortgage Loan Borrower to execute amended and restated or additional pari passu notes (in either case, “New Notes”) (which must be pari passu in the event of a resizing of a Senior Note) reallocating the principal of such Note Note(s) to such New Notes, each Noteholder other than the resizing Noteholder shall cooperate with the resizing Noteholder to effect such resizing at such resizing Noteholder’s expense; provided that (i) the aggregate principal balance of all outstanding New Notes following the creation thereof is no greater than the principal balance of such Note or Notes immediately prior to the creation of the New Notes, (ii) the weighted average Interest Rate interest rate of all outstanding New Notes following the creation thereof is the same as the Interest Rate interest rate of the related Note or Notes immediately prior to the creation of the New Notes, and (iii) no such resizing shall (x) change the interest allocable to, or the amount of any payments due to, any other Noteholder, or priority of such payments, or (y) increase any other Noteholder’s obligations or decrease any other Noteholder’s rights, remedies or protections. In connection with any resizing of a Senior Note, the related Noteholder may allocate its rights hereunder among the New Notes in any manner in its sole discretion. Any cap on a Senior Noteholder’s obligation to pay other Noteholder’s expenses pursuant to Section 40 of this Agreement shall not apply to any other Noteholder’s expenses in connection with a resizing pursuant to this Section 38 or any Securitization of a resized Senior Note.

Resizing. In connection with the Mortgage Loan, each Each Noteholder agrees, subject to clause (iiiiii)(y) below, that if a Noteholder the Note A Holder determines that it is advantageous to resize its Note by causing the Mortgage Loan Borrower to execute amended and restated or additional pari passu notes (in either case, “New Notes”) (which must be pari passu) reallocating the principal of such Note Note(s) to such New Notes, each Noteholder other than the resizing Noteholder shall cooperate with the resizing Noteholder to effect such resizing at such resizing Noteholder’s expense; provided that (i) the aggregate principal balance of all outstanding New Notes following the creation thereof is no greater than the principal balance of such Note or Notes immediately prior to the creation of the New Notes, (ii) the weighted average Interest Rate interest rate of all outstanding New Notes following the creation thereof is the same as the Interest Rate interest rate of the related Note or Notes immediately prior to the creation of the New Notes, and (iii) no such resizing shall (x) change the interest allocable to, or the amount of any payments due to, any other Noteholder, or priority of such payments, or (y) increase any other Noteholder’s obligations or decrease any other Noteholder’s rights, remedies or protections. In connection with any resizing of a NoteNote A, the related Noteholder may allocate its rights hereunder among the New Notes in any manner in its sole discretion.. Any cap on a Note A Holder’s obligation to pay other Noteholder’s expenses pursuant to Section 40 of this Agreement shall not apply to any other Noteholder’s expenses in connection with a resizing pursuant to this Section 38 or any Securitization of a resized Note A.