Common use of Borrower’s Facilitation of Transfer Clause in Contracts

Borrower’s Facilitation of Transfer. In order to facilitate permitted assignments and other transfers to Assignees and sales to Participants, Borrower shall execute and deliver to Lender and shall cause Guarantor to execute and deliver to Lender such further documents, instruments or agreements as Lender may reasonably require, including, if required by Lender, supplemental notes in the principal amount of such Lender’s pro rata share of the Loan substantially in the form of such Lender’s Note against surrender of the prior notes, and such supplemental note shall (i) be payable to order of such Lender, (ii) be dated as of the date hereof, and (iii) mature on the Maturity Date. Such supplemental note shall provide that it evidences a portion of the existing indebtedness hereunder and under the Notes and not any new or additional indebtedness of Borrower. The term “Note” as used in this Agreement and in all the other Loan Documents shall include all such supplemental notes but exclude any Note it replaces. Notwithstanding the foregoing, such documents, instruments or agreements shall not (a) increase the obligations or liabilities of any such Person hereunder or under the other Loan Documents in excess of the obligations or liabilities intended to be provided herein or in the other Loan Documents or (b) decrease such Person’s rights hereunder or under the other Loan Documents to less than what they were prior to the execution of such documents, instruments or agreements. In addition, Borrower agrees to reasonably cooperate with Lender, including providing such information and documentation regarding Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Holdings, the Operating Company and any other Person as Lender or any potential Assignee or Participant may reasonably request and to meet with potential Assignees and Participants upon reasonable notice. Lender and Borrower each shall pay their respective costs and expenses incurred in connection with the foregoing, including, without limitation, legal fees in connection with any of the foregoing matters, except that all costs and expenses of Lender and Borrower associated with any restructuring of the Loan requested by Lender, including under Section 2.1.5, 2.1.6 and 2.1.7, shall be paid solely by Lender.

Borrower’s Facilitation of Transfer. In order to facilitate permitted assignments and other transfers to Assignees and sales to Participants, Borrower shall execute and deliver to Lender and shall cause Guarantor to execute and deliver to Lender such further documents, instruments or agreements as Lender may reasonably require, including, if required by Lender, supplemental notes in the principal amount of such Lender’s pro rata share of the Loan substantially in the form of such Lender’s Note against surrender of the prior notes, and such supplemental note shall (i) be payable to order of such Lender, (iiLender or its registered assigns or registered participants,(ii) be dated as of the date hereof, and (iii) mature on the Maturity Date. Such supplemental note shall provide that it evidences a portion of the existing indebtedness hereunder and under the Notes and not any new or additional indebtedness of Borrower. The term “Note” as used in this Agreement and in all the other Loan Documents shall include all such supplemental notes but exclude any Note it replaces. Notwithstanding the foregoing, such documents, instruments or agreements shall not (a) increase the obligations or liabilities of any such Person hereunder or under the other Loan Documents in excess of the obligations or liabilities intended to be provided herein or in the other Loan Documents or (b) decrease such Person’s rights hereunder or under the other Loan Documents to less than what they were prior to the execution of such documents, instruments or agreements. In addition, Borrower agrees to reasonably cooperate with Lender, including providing such information and documentation regarding Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Holdings, the Operating Company and any other Person as Lender or any potential Assignee or Participant may reasonably request and to meet with potential Assignees and Participants upon reasonable notice. Lender and Borrower each shall pay their respective costs and expenses incurred in connection with the foregoing, including, without limitation, legal fees in connection with any of the foregoing matters, except that all costs and expenses of Lender and Borrower associated with any restructuring of the Loan requested by Lender, including under Section 2.1.5, 2.1.6 and 2.1.7, shall be paid solely by Lender.

Borrower’s Facilitation of Transfer. In order to facilitate permitted assignments and other transfers to Assignees and sales to Participants, Borrower shall execute and deliver to Lender and shall cause Guarantor to execute and deliver to Lender such further documents, instruments or agreements as Lender may reasonably require, including, if required by Lender, supplemental notes in the principal amount of such Lender’s pro rata share of the Loan substantially in the form of such Lender’s Note against surrender of the prior notes, and such supplemental note shall (i) be payable to order of such Lender, (iiLender or its registered assigns or registered participants,(ii) be dated as of the date hereof, and (iii) mature on the Maturity Date. Such supplemental note shall provide that it evidences a portion of the existing indebtedness hereunder and under the Notes and not any new or additional indebtedness of Borrower. The term “Note” as used in this Agreement and in all the other Loan Documents shall include all such supplemental notes but exclude any Note it replaces. Notwithstanding the foregoing, such documents, instruments or agreements shall not (a) increase the obligations or liabilities of any such Person hereunder or under the other Loan Documents in excess of the obligations or liabilities intended to be provided herein or in the other Loan Documents or (b) decrease such Person’s rights hereunder or under the other Loan Documents to less than what they were prior to the execution of such documents, instruments or agreements. In addition, Borrower agrees to reasonably cooperate with Lender, including providing such information and documentation regarding Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Holdings, the Operating Company and any other Person as Lender or any potential Assignee or Participant may reasonably request and to meet with potential Assignees and Participants upon reasonable notice. Lender and Borrower each shall pay their respective costs and expenses incurred in connection with the foregoing, including, without limitation, legal fees in connection with any of the foregoing matters, except that all costs and expenses of Lender and Borrower associated with any restructuring of the Loan requested by Lender, including under Section Sections 2.1.5, 2.1.6 and 2.1.7, shall be paid solely by Lender.

Borrower’s Facilitation of Transfer. In order to facilitate permitted assignments and other transfers to Assignees and sales to Participants, Borrower shall execute and deliver to Lender and shall cause Guarantor to execute and deliver to Lender such further documents, instruments or agreements as Lender may reasonably require, including, if required by Lender, supplemental notes in the principal amount of such Lender’s pro rata share of the Loan substantially in the form of such Lender’s Note against surrender of the prior notes, and such supplemental note shall (i) be payable to order of such Lender, (ii) be dated as of the date hereof, and (iii) mature on the Maturity Date. Such supplemental note shall provide that it evidences a portion of the existing indebtedness hereunder and under the Notes and not any new or additional indebtedness of Borrower. The term “Note” as used in this Agreement and in all the other Loan Documents shall include all such supplemental notes but exclude any Note it replaces. Notwithstanding the foregoing, such documents, instruments or agreements shall not (a) increase the obligations or liabilities of any such Person hereunder or under the other Loan Documents in excess of the obligations or liabilities intended to be provided herein or in the other Loan Documents or (b) decrease such Person’s rights hereunder or under the other Loan Documents to less than what they were prior to the execution of such documents, instruments or agreements. In addition, Borrower agrees to reasonably cooperate with Lender, including providing such information and documentation regarding Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Holdings, the Operating Company and any other Person as Lender or any potential Assignee or Participant may reasonably request and to meet with potential Assignees and Participants upon reasonable notice. Lender and Borrower each shall pay their respective costs and expenses incurred in connection with the foregoing, including, without limitation, legal fees in connection with any of the foregoing matters, except that all costs and expenses of Lender and Borrower associated with any restructuring of the Loan requested by Lender, including under Section 2.1.5, 2.1.6 and 2.1.7, shall be paid solely by Lender.

Borrower’s Facilitation of Transfer. In order to facilitate permitted assignments and other transfers to Assignees and sales to Participants, Borrower shall execute and deliver to Lender and shall cause Guarantor to execute and deliver to Lender such further documents, instruments or agreements as Lender may reasonably require, including, if required by Lender, supplemental notes in the principal amount of such Lender’s pro rata share of the Loan substantially in the form of such Lender’s Note against surrender of the prior notes, and such supplemental note shall (i) be payable to order of such LenderLender or its registered assigns or registered participants, (ii) be dated as of the date hereof, and (iii) mature on the Maturity Date. Such supplemental note shall provide that it evidences a portion of the existing indebtedness hereunder and under the Notes and not any new or additional indebtedness of Borrower. The term “Note” as used in this Agreement and in all the other Loan Documents shall include all such supplemental notes but exclude any Note it replaces. Notwithstanding the foregoing, such documents, instruments or agreements shall not (a) increase the obligations or liabilities of any such Person hereunder or under the other Loan Documents in excess of the obligations or liabilities intended to be provided herein or in the other Loan Documents or (b) decrease such Person’s rights hereunder or under the other Loan Documents to less than what they were prior to the execution of such documents, instruments or agreements. In addition, Borrower agrees to reasonably cooperate with Lender, including providing such information and documentation regarding Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Holdings, the Operating Company and any other Person as Lender or any potential Assignee or Participant may reasonably request and to meet with potential Assignees and Participants upon reasonable notice. Lender and Borrower each shall pay their respective costs and expenses incurred in connection with the foregoing, including, without limitation, legal fees in connection with any of the foregoing matters, except that all costs and expenses of Lender and Borrower associated with any restructuring of the Loan requested by Lender, including under Section 2.1.5, 2.1.6 and 2.1.7, shall be paid solely by Lender.

Borrower’s Facilitation of Transfer. In order to facilitate permitted assignments and other transfers to Assignees and sales to Participants, Borrower shall execute and deliver to Lender and shall cause Guarantor to execute and deliver to Lender such further documents, instruments or agreements as Lender may reasonably require, including, if required by Lender, supplemental notes in the principal amount of such Lender’s pro rata share of the Loan substantially in the form of such Lender’s Note against surrender of the prior notes, and such supplemental note shall (i) be payable to order of such LenderLender or its registered assigns or registered participants, (ii) be dated as of the date hereof, and (iii) mature on the Maturity Date. Such supplemental note shall provide that it evidences a portion of the existing indebtedness hereunder and under the Notes and not any new or additional indebtedness of Borrower. The term “Note” as used in this Agreement and in all the other Loan Documents shall include all such supplemental notes but exclude any Note it replaces. Notwithstanding the foregoing, such documents, instruments or agreements shall not (a) increase the obligations or liabilities of any such Person hereunder or under the other Loan Documents in excess of the obligations or liabilities intended to be provided herein or in the other Loan Documents or (b) decrease such Person’s rights hereunder or under the other Loan Documents to less than what they were prior to the execution of such documents, instruments or agreements. In addition, Borrower agrees to reasonably cooperate with Lender, including providing such information and documentation regarding Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Holdings, the Operating Company and any other Person as Lender or any potential Assignee or Participant may reasonably request and to meet with potential Assignees and Participants upon reasonable notice. Lender and Borrower each shall pay their respective costs and expenses incurred in connection with the foregoing, including, without limitation, legal fees in connection with any of the foregoing matters, except that all costs and expenses of Lender and Borrower associated with any restructuring of the Loan requested by Lender, including under Section Sections 2.1.5, 2.1.6 and 2.1.7, shall be paid solely by Lender.

Borrower’s Facilitation of Transfer. In order to facilitate permitted assignments and other transfers to Assignees and sales to Participants, Borrower shall execute and deliver to Lender and shall cause Guarantor to execute and deliver to Lender such further documents, instruments or agreements as Lender may reasonably require, including, if required by Lender, supplemental notes in the principal amount of such Lender’s pro rata share of the Loan substantially in the form of such Lender’s Note against surrender of the prior notes, and such supplemental note shall (i) be payable to order of such Lender, (ii) be dated as of the date hereof, and (iii) mature on the Maturity Date. Such supplemental note shall provide that it evidences a portion of the existing indebtedness hereunder and under the Notes and not any new or additional indebtedness of Borrower. The term “Note” as used in this Agreement and in all the other Loan Documents shall include all such supplemental notes but exclude any Note it replaces. Notwithstanding the foregoing, such documents, instruments or agreements shall not (a) increase the obligations or liabilities of any such Person hereunder or under the other Loan Documents in excess of the obligations or liabilities intended to be provided herein or in the other Loan Documents or (b) decrease such Person’s rights hereunder or under the other Loan Documents to less than what they were prior to the execution of such documents, instruments or agreements. In addition, Borrower agrees to reasonably cooperate with Lender, including providing such information and documentation regarding Borrower, Senior Mezzanine Borrower, Mortgage Borrower, Holdings, the Operating Company and any other Person as Lender or any potential Assignee or Participant may reasonably request and to meet with potential Assignees and Participants upon reasonable notice. Lender and Borrower each shall pay their respective costs and expenses incurred in connection with the foregoing, including, without limitation, legal fees in connection with any of the foregoing matters, except that all costs and expenses of Lender and Borrower associated with any restructuring of the Loan requested by Lender, including under Section 2.1.5, 2.1.6 and 2.1.7, shall be paid solely by Lender.