Common use of Sale of Notes and Syndications Clause in Contracts

Sale of Notes and Syndications. (a) Borrower acknowledges and agrees that each Lender may sell all or any portion of the Loan and the Loan Documents, or issue one or more participations therein (such sales and/or participations, collectively, a “Syndication”). (a) At the request of Administrative Agent (at its option) on behalf of any Lender that is preparing to sell all or any portion of its Ratable Share of the Loan, and to the extent not already required to be provided by or on behalf of Borrower under this Agreement, Borrower shall use reasonable efforts to provide, or cause Mortgage Borrower to provide information (i) with respect to the Property, the Collateral, Mortgage Borrower, each Mezzanine Borrower, Guarantor, CPLV Tenant, CPLV Lease Guarantor and/or Manager, (ii) that is not in the possession of Administrative Agent or such Lender, (iii) that is reasonably required by such Lender and (iv) is in the possession of the Borrower or any of its Affiliates or is reasonably available to Borrower or any of Affiliates (including any rights under the CPLV Lease or other CPLV Lease Documents), in each case in order to satisfy the market standards to which any Lender customarily adheres or which may be reasonably required by prospective investors and/or participants in connection with any such Syndication. Notwithstanding the foregoing, neither Borrower nor Mortgage Borrower shall be obligated to provide, nor will the Administrative Agent or any Lender provide, to prospective investors and participants (nor include such information in any private placement memorandum, prospectus or other disclosure document) any information concerning CPLV Tenant, CPLV Lease Guarantor or Manager other than (i) publicly available information and (ii) other information that has been confirmed in writing by CPLV Tenant as not containing material non-public information, not being subject to bona fide confidentiality restrictions and not containing competitively sensitive information. Administrative Agent shall have the right to provide to any Lender’s prospective investors and participants any information in its possession, including, without limitation, financial statements relating to Borrower, Guarantor, if any, the Collateral, the Property and any Tenant of the Improvements (provided that neither Administrative Agent, Collateral Agent nor any Lender shall provide copies of or disclose any entertainment contracts with respect to the Property, the partnership reports or the list of the top accounts at the Property solely to the extent such contracts, reports and lists are clearly identified as not being able to be shared pursuant to this Section 9.1.1(b)), and shall also have the right to provide such information to the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the Loan. Borrower acknowledges that certain information regarding the Loan and the parties thereto and the Property may be included in a private placement memorandum, prospectus or other disclosure documents. Borrower agrees that each of Borrower, Mortgage Borrower, Guarantor and their respective officers and representatives, shall, at Administrative Agent’s request on behalf of any Lender that is preparing to sell all or any portion of its Ratable Share of the Loan, at such Lender’s sole cost and expense, reasonably cooperate with such Lender’s efforts to arrange for a Syndication in accordance with the market standards to which such Lender customarily adheres and/or which may be required by prospective investors or participants in connection with any such Syndication. Borrower agrees to make upon Administrative Agent’s written request, without limitation, all structural or other changes to the Loan and the Mezzanine B Loan (including delivery of one or more new component notes to replace any original Note or any notes evidencing the Mezzanine B Loan or modify any original Note or any notes evidencing the Mezzanine B Loan to reflect multiple components of the Loan or the Mezzanine B Loan and such new notes or modified note may have different original principal balances and interest rates), modifications to any documents evidencing or securing the Loan and the Mezzanine B Loan, creation of one or more additional mezzanine loans (including amending Borrower’s organizational structure to provide for one or more additional mezzanine borrowers), delivery of opinions of counsel acceptable to the potential investors and addressing such matters as the potential investors may require; provided, however, that in creating such new notes or modified notes or additional mezzanine notes Borrower shall not be required to modify (i) the aggregate weighted average interest rate payable under the Loan and the Mezzanine B Loan immediately prior to such reallocation or modification (provided that the interest rate payable under the Loan 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 B Loan under Section 2.4 of the Mezzanine B Loan Agreement or following an Event of Default or a Mezzanine B Loan Default), (ii) the stated maturity of the Loan and the Mezzanine B Loan, (iii) the aggregate amortization of principal of the Loan and the Mezzanine B Loan, (iv) any other material term of the Loan or the Mezzanine B Loan taken as a whole which adversely affects Borrower, other than in a de minimis amount, (v) the Loan Documents or the Mezzanine B Loan Documents so as to decrease the time periods during which Borrower is permitted to perform its obligations under the Loan Documents or Mezzanine B Borrower is permitted to perform its obligations under the applicable Mezzanine B Loan Documents, (vi) the aggregate principal balance then outstanding under the Loan and the Mezzanine B Loan so as to increase the same, or (vii) the Loan Documents in any manner that would result in the REIT failing to maintain its qualification as a real estate investment trust within the meaning of Section 856 et seq. of the Code. In connection with the foregoing, Borrower covenants and agrees to (and to cause the Mortgage Borrower to) modify the Cash Management Agreement to reflect the newly created components and/or mezzanine loans. 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 9.1.1(c) (and the costs and expenses of Lender, Administrative Agent and Collateral Agent in connection therewith) shall be paid by Lender.

Sale of Notes and Syndications. (a) Borrower acknowledges and agrees that each Lender may sell all or any portion of the Loan and the Loan Documents, or issue one or more participations therein (such sales and/or participations, collectively, a “Syndication”). (a) At the request of Administrative Agent (at its option) on behalf of any Lender that is preparing to sell all or any portion of its Ratable Share of the Loan, and to the extent not already required to be provided by or on behalf of Borrower under this Agreement, Borrower shall use reasonable efforts to provide, or cause Mortgage Borrower to provide information (i) with respect to the Property, the Collateral, Mortgage Borrower, each Mezzanine Borrower, Guarantor, CPLV Tenant, CPLV Lease Guarantor and/or Manager, (ii) that is not in the possession of Administrative Agent or such Lender, (iii) that is reasonably required by such Lender and (iv) is in the possession of the Borrower or any of its Affiliates or is reasonably available to Borrower or any of Affiliates (including any rights under the CPLV Lease or other CPLV Lease Documents), in each case in order to satisfy the market standards to which any Lender customarily adheres or which may be reasonably required by prospective investors and/or participants in connection with any such Syndication. Notwithstanding the foregoing, neither Borrower nor Mortgage Borrower shall be obligated to provide, nor will the Administrative Agent or any Lender provide, to prospective investors and participants (nor include such information in any private placement memorandum, prospectus or other disclosure document) any information concerning CPLV Tenant, CPLV Lease Guarantor or Manager other than (i) publicly available information and (ii) other information that has been confirmed in writing by CPLV Tenant as not containing material non-public information, not being subject to bona fide confidentiality restrictions and not containing competitively sensitive information. Administrative Agent shall have the right to provide to any Lender’s prospective investors and participants any information in its possession, including, without limitation, financial statements relating to Borrower, Guarantor, if any, the Collateral, the Property and any Tenant of the Improvements (provided that neither Administrative Agent, Collateral Agent nor any Lender shall provide copies of or disclose any entertainment contracts with respect to the Property, the partnership reports or the list of the top accounts at the Property solely to the extent such contracts, reports and lists are clearly identified as not being able to be shared pursuant to this Section 9.1.1(b)), and shall also have the right to provide such information to the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the Loan. Borrower acknowledges that certain information regarding the Loan and the parties thereto and the Property may be included in a private placement memorandum, prospectus or other disclosure documents. Borrower agrees that each of Borrower, Mezzanine A Borrower, Mortgage Borrower, Guarantor and their respective officers and representatives, shall, at Administrative Agent’s request on behalf of any Lender that is preparing to sell all or any portion of its Ratable Share of the Loan, at such Lender’s sole cost and expense, reasonably cooperate with such Lender’s efforts to arrange for a Syndication in accordance with the market standards to which such Lender customarily adheres and/or which may be required by prospective investors or participants in connection with any such Syndication. Borrower agrees to make upon Administrative Agent’s written request, without limitation, all structural or other changes to the Loan and the Mezzanine B A Loan (including delivery of one or more new component notes to replace any original Note or any notes evidencing the Mezzanine B A Loan or modify any original Note or any notes evidencing the Mezzanine B A Loan to reflect multiple components of the Loan or the Mezzanine B A Loan and such new notes or modified note may have different original principal balances and interest rates), modifications to any documents evidencing or securing the Loan and the Mezzanine B A Loan, creation of one or more additional mezzanine loans (including amending Borrower’s organizational structure to provide for one or more additional mezzanine borrowers), delivery of opinions of counsel acceptable to the potential investors and addressing such matters as the potential investors may require; provided, however, that in creating such new notes or modified notes or additional mezzanine notes Borrower shall not be required to modify (i) the aggregate weighted average interest rate payable under the Loan and the Mezzanine B A Loan immediately prior to such reallocation or modification (provided that the interest rate payable under the Loan 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 B A Loan under Section 2.4 of the Mezzanine B A Loan Agreement or following an Event of Default or a Mezzanine B A Loan Default), (ii) the stated maturity of the Loan and the Mezzanine B A Loan, (iii) the aggregate amortization of principal of the Loan and the Mezzanine B A Loan, (iv) any other material term of the Loan or the Mezzanine B A Loan taken as a whole which adversely affects Borrower, other than in a de minimis amount, (v) the Loan Documents or the Mezzanine B A Loan Documents so as to decrease the time periods during which Borrower is permitted to perform its obligations under the Loan Documents or Mezzanine B A Borrower is permitted to perform its obligations under the applicable Mezzanine B A Loan Documents, (vi) the aggregate principal balance then outstanding under the Loan and the Mezzanine B A Loan so as to increase the same, or (vii) the Loan Documents in any manner that would result in the REIT failing to maintain its qualification as a real estate investment trust within the meaning of Section 856 et seq. of the Code. In connection with the foregoing, Borrower covenants and agrees to (and to cause the Mortgage Borrower to) modify the Cash Management Agreement to reflect the newly created components and/or mezzanine loans. 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 9.1.1(c) (and the costs and expenses of Lender, Administrative Agent and Collateral Agent in connection therewith) shall be paid by Lender.

Sale of Notes and Syndications. (a) Borrower acknowledges and agrees that each Lender may sell all or any portion of the Loan and the Loan Documents, or issue one or more participations therein (such sales and/or participations, collectively, a “Syndication”). (ab) At the request of Administrative Agent (at its option) on behalf of any Lender that is preparing to sell all or any portion of its Ratable Share of the Loan, and to the extent not already required to be provided by or on behalf of Borrower under this Agreement, Borrower shall use reasonable efforts to provide, or cause Mortgage Borrower to provide information (i) with respect to the Property, the Collateral, Mortgage Borrower, each Mezzanine Borrower, Guarantor, CPLV Tenant, CPLV Lease Guarantor and/or Manager, (ii) that is not in the possession of Administrative Agent or such Lender, (iii) that is reasonably required by such Lender and (iv) is in the possession of the Borrower or any of its Affiliates or is reasonably available to Borrower or any of Affiliates (including any rights under the CPLV Lease or other CPLV Lease Documents), in each case in order to satisfy the market standards to which any Lender customarily adheres or which may be reasonably required by prospective investors and/or participants in connection with any such Syndication. Notwithstanding the foregoing, neither Borrower nor Mortgage Borrower shall be obligated to provide, nor will the Administrative Agent or any Lender provide, to prospective investors and participants (nor include such information in any private placement memorandum, prospectus or other disclosure document) any information concerning CPLV Tenant, CPLV Lease Guarantor or Manager other than (i) publicly available information and (ii) other information that has been confirmed in writing by CPLV Tenant as not containing material non-public information, not being subject to bona fide confidentiality restrictions and not containing competitively sensitive information. Administrative Agent shall have the right to provide to any Lender’s prospective investors and participants any information in its possession, including, without limitation, financial statements relating to Borrower, Guarantor, if any, the Collateral, the Property and any Tenant of the Improvements (provided that neither Administrative Agent, Collateral Agent nor any Lender shall provide copies of or disclose any entertainment contracts with respect to the Property, the partnership reports or the list of the top accounts at the Property solely to the extent such contracts, reports and lists are clearly identified as not being able to be shared pursuant to this Section 9.1.1(b)), and shall also have the right to provide such information to the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the Loan. Borrower acknowledges that certain information regarding the Loan and the parties thereto and the Property may be included in a private placement memorandum, prospectus or other disclosure documents. Borrower agrees that each of Borrower, Mezzanine A Borrower, Mortgage Borrower, Guarantor and their respective officers and representatives, shall, at Administrative Agent’s request on behalf of any Lender that is preparing to sell all or any portion of its Ratable Share of the Loan, at such Lender’s sole cost and expense, reasonably cooperate with such Lender’s efforts to arrange for a Syndication in accordance with the market standards to which such Lender customarily adheres and/or which may be required by prospective investors or participants in connection with any such Syndication. Borrower agrees to make upon Administrative Agent’s written request, without limitation, all structural or other changes to the Loan and the Mezzanine B A Loan (including delivery of one or more new component notes to replace any original Note or any notes evidencing the Mezzanine B A Loan or modify any original Note or any notes evidencing the Mezzanine B A Loan to reflect multiple components of the Loan or the Mezzanine B A Loan and such new notes or modified note may have different original principal balances and interest rates), modifications to any documents evidencing or securing the Loan and the Mezzanine B A Loan, creation of one or more additional mezzanine loans (including amending Borrower’s organizational structure to provide for one or more additional mezzanine borrowers), delivery of opinions of counsel acceptable to the potential investors and addressing such matters as the potential investors may require; provided, however, that in creating such new notes or modified notes or additional mezzanine notes Borrower shall not be required to modify (i) the aggregate weighted average interest rate payable under the Loan and the Mezzanine B A Loan immediately prior to such reallocation or modification (provided that the interest rate payable under the Loan 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 B A Loan under Section 2.4 of the Mezzanine B A Loan Agreement or following an Event of Default or a Mezzanine B A Loan Default), (ii) the stated maturity of the Loan and the Mezzanine B A Loan, (iii) the aggregate amortization of principal of the Loan and the Mezzanine B A Loan, (iv) any other material term of the Loan or the Mezzanine B A Loan taken as a whole which adversely affects Borrower, other than in a de minimis amount, (v) the Loan Documents or the Mezzanine B A Loan Documents so as to decrease the time periods during which Borrower is permitted to perform its obligations under the Loan Documents or Mezzanine B A Borrower is permitted to perform its obligations under the applicable Mezzanine B A Loan Documents, (vi) the aggregate principal balance then outstanding under the Loan and the Mezzanine B A Loan so as to increase the same, or (vii) the Loan Documents in any manner that would result in the REIT failing to maintain its qualification as a real estate investment trust within the meaning of Section 856 et seq. of the Code. In connection with the foregoing, Borrower covenants and agrees to (and to cause the Mortgage Borrower to) modify the Cash Management Agreement to reflect the newly created components and/or mezzanine loans. 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 9.1.1(c) (and the costs and expenses of Lender, Administrative Agent and Collateral Agent in connection therewith) shall be paid by Lender.

Sale of Notes and Syndications. (a) Borrower acknowledges and agrees that each Lender may sell all or any portion of the Loan and the Loan Documents, or issue one or more participations therein (such sales and/or participations, collectively, a “Syndication”). (ab) At the request of Administrative Agent (at its option) on behalf of any Lender that is preparing to sell all or any portion of its Ratable Share of the Loan, and to the extent not already required to be provided by or on behalf of Borrower under this Agreement, Borrower shall use reasonable efforts to provide, or cause Mortgage Borrower to provide information (i) with respect to the Property, the Collateral, Mortgage Borrower, each Mezzanine Borrower, Guarantor, CPLV Tenant, CPLV Lease Guarantor and/or Manager, (ii) that is not in the possession of Administrative Agent or such Lender, (iii) that is reasonably required by such Lender and (iv) is in the possession of the Borrower or any of its Affiliates or is reasonably available to Borrower or any of Affiliates (including any rights under the CPLV Lease or other CPLV Lease Documents), in each case in order to satisfy the market standards to which any Lender customarily adheres or which may be reasonably required by prospective investors and/or participants in connection with any such Syndication. Notwithstanding the foregoing, neither Borrower nor Mortgage Borrower shall be obligated to provide, nor will the Administrative Agent or any Lender provide, to prospective investors and participants (nor include such information in any private placement memorandum, prospectus or other disclosure document) any information concerning CPLV Tenant, CPLV Lease Guarantor or Manager other than (i) publicly available information and (ii) other information that has been confirmed in writing by CPLV Tenant as not containing material non-public information, not being subject to bona fide confidentiality restrictions and not containing competitively sensitive information. Administrative Agent shall have the right to provide to any Lender’s prospective investors and participants any information in its possession, including, without limitation, financial statements relating to Borrower, Guarantor, if any, the Collateral, the Property and any Tenant of the Improvements (provided that neither Administrative Agent, Collateral Agent nor any Lender shall provide copies of or disclose any entertainment contracts with respect to the Property, the partnership reports or the list of the top accounts at the Property solely to the extent such contracts, reports and lists are clearly identified as not being able to be shared pursuant to this Section 9.1.1(b)), and shall also have the right to provide such information to the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the Loan. Borrower acknowledges that certain information regarding the Loan and the parties thereto and the Property may be included in a private placement memorandum, prospectus or other disclosure documents. Borrower agrees that each of Borrower, Mortgage Borrower, Guarantor and their respective officers and representatives, shall, at Administrative Agent’s request on behalf of any Lender that is preparing to sell all or any portion of its Ratable Share of the Loan, at such Lender’s sole cost and expense, reasonably cooperate with such Lender’s efforts to arrange for a Syndication in accordance with the market standards to which such Lender customarily adheres and/or which may be required by prospective investors or participants in connection with any such Syndication. Borrower agrees to make upon Administrative Agent’s written request, without limitation, all structural or other changes to the Loan and the Mezzanine B Loan (including delivery of one or more new component notes to replace any original Note or any notes evidencing the Mezzanine B Loan or modify any original Note or any notes evidencing the Mezzanine B Loan to reflect multiple components of the Loan or the Mezzanine B Loan and such new notes or modified note may have different original principal balances and interest rates), modifications to any documents evidencing or securing the Loan and the Mezzanine B Loan, creation of one or more additional mezzanine loans (including amending Borrower’s organizational structure to provide for one or more additional mezzanine borrowers), delivery of opinions of counsel acceptable to the potential investors and addressing such matters as the potential investors may require; provided, however, that in creating such new notes or modified notes or additional mezzanine notes Borrower shall not be required to modify (i) the aggregate weighted average interest rate payable under the Loan and the Mezzanine B Loan immediately prior to such reallocation or modification (provided that the interest rate payable under the Loan 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 B Loan under Section 2.4 of the Mezzanine B Loan Agreement or following an Event of Default or a Mezzanine B Loan Default), (ii) the stated maturity of the Loan and the Mezzanine B Loan, (iii) the aggregate amortization of principal of the Loan and the Mezzanine B Loan, (iv) any other material term of the Loan or the Mezzanine B Loan taken as a whole which adversely affects Borrower, other than in a de minimis amount, (v) the Loan Documents or the Mezzanine B Loan Documents so as to decrease the time periods during which Borrower is permitted to perform its obligations under the Loan Documents or Mezzanine B Borrower is permitted to perform its obligations under the applicable Mezzanine B Loan Documents, (vi) the aggregate principal balance then outstanding under the Loan and the Mezzanine B Loan so as to increase the same, or (vii) the Loan Documents in any manner that would result in the REIT failing to maintain its qualification as a real estate investment trust within the meaning of Section 856 et seq. of the Code. In connection with the foregoing, Borrower covenants and agrees to (and to cause the Mortgage Borrower to) modify the Cash Management Agreement to reflect the newly created components and/or mezzanine loans. 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 9.1.1(c) (and the costs and expenses of Lender, Administrative Agent and Collateral Agent in connection therewith) shall be paid by Lender.