Common use of Multiple Notes Clause in Contracts

Multiple Notes. (a) Pursuant to Section 9.1(a) hereof, Lender and Borrowers anticipate that subsequent to the Closing Date Lender may restructure the Loan into Multiple Notes by obtaining Borrowers’ execution of such Multiple Notes and the execution of an amendment to this Loan Agreement (the “Loan Agreement Amendment”). Such Multiple Notes: (i) shall be on substantially the same terms as the Notes executed on the Closing Date, as governed by this Agreement and the other Loan Documents, except that, without limitation, pursuant to such Loan Agreement Amendment, the non-default interest rate applicable to one or more of the Multiple Notes may be greater than the Interest Rate, so long as the weighted non-default interest rate of all the Multiple Notes shall, at the time of the creation of such Multiple Notes, equal the Interest Rate; (ii) shall have a maturity date of not earlier than the Maturity Date for the Loan; (iii) shall be made utilizing a form of Note identical, except as to amount, to the Notes, together with such other ancillary documents and deliveries as are customary or necessary in Lender’s reasonable judgment (including an enforceability opinion from Borrowers’ counsel with respect to the Loan Agreement Amendment) and, to the extent applicable, are any in substantially the same form as were executed and delivered in connection with the Loan or are otherwise reasonably acceptable to Borrowers, and (iv) the Loan Agreement Amendment and the transactions contemplated thereby shall not, in any material respect, increase the economic obligations of Borrowers under the Loan Documents. From and after the execution, if ever, of the Multiple Notes, Lender shall cancel the original Notes and promptly return it to Borrowers. (b) Notwithstanding the provisions of Section 9.1(a) hereof to the contrary, and without limiting the provisions of this Section 9.7.3, Borrowers covenant and agree that after the Closing Date and prior to a Securitization, Lender shall have the right to establish different interest rates and to reallocate the amortization and principal balances of each of the Multiple Notes and to require the payment of the Multiple Notes in such order of priority as may be designated by Lender; provided, however, that the weighted average interest rate of the Multiple Notes following any such reallocation or modification shall not be changed from the weighted average interest rate in effect immediately preceding such reallocation or modification. Borrowers further agree and acknowledge that Lender has expressly reserved the right to repay the principal amount of the Multiple Notes in a disproportionate manner reflecting the relative priority, if any, of such Multiple Notes on account of prepayments of principal (i) occurring upon the occurrence and during the continuance of an Event of Default, or (ii) made from Net Proceeds, or (iii) upon the occurrence and during the continuance of an Event of Default, made from Rents and/or Vacant Space Rent, all as contemplated under Section 2.4.3 hereof; and as a result thereof the weighted average interest rate of the Loan may be changed. (c) Borrowers shall expeditiously and in good faith negotiate, execute and/or deliver, any material agreement, document, title insurance coverage, opinion letter or other item contemplated by this Section 9.7.3, or otherwise reasonably requested by Lender in connection with the consummation of the Multiple Notes. (d) Borrowers acknowledge that, upon execution, Lender intends to sell one or more of the Multiple Notes, which sale may occur coincident with the execution of the Multiple Notes or at some time thereafter. In connection with any such sale of one or more of the Multiple Notes, each Borrower agrees that it shall cooperate with all reasonable requests of the purchaser, including agreeing to such amendments to the Loan Documents as such purchaser shall request, so long as such amendments do not increase in more than a de minimis amount the obligations of Borrowers under the Loan Documents or reduce in more than a de minimis amount the rights of Borrowers under the Loan Documents. Notwithstanding the foregoing, Borrowers shall not have any obligation to agree to any amendment to the Multiple Notes that changes the overall economic terms of the Loan from those existing before any such amendment. (e) Borrowers’ failure, within ten (10) Business Days after Lender’s request, to execute and/or deliver the Multiple Notes and/or any other agreement, document, opinion, letter or other item contemplated by this Section 9.7.3 or otherwise reasonably requested by Lender in connection with the consummation of the Multiple Notes, shall constitute an Event of Default hereunder.

Multiple Notes. (a) Pursuant to Section 9.1(a) hereof, Lender and Borrowers anticipate that subsequent to the Closing Date Lender may restructure the Loan into Multiple Notes by obtaining Borrowers’ execution of such Multiple Notes and the execution of an amendment to this Loan Agreement (the “Loan Agreement Amendment”). Such Multiple Notes: (i) shall be on substantially the same terms as the Notes executed on the Closing Date, as governed by this Agreement and the other Loan Documents, except that, without limitation, pursuant to such Loan Agreement Amendment, the non-default interest rate applicable to one or more of the Multiple Notes may be greater than the Interest Rate, so long as the weighted non-default interest rate of all the Multiple Notes shall, at the time of the creation of such Multiple Notes, equal the Interest Rate; (ii) shall have a maturity date of not earlier than the Maturity Date for the Loan; (iii) shall be made utilizing a form of Note identical, except as to amount, to the Notes, together with such other ancillary documents and deliveries as are customary or necessary in Lender’s 's reasonable judgment (including an enforceability opinion from Borrowers’ counsel with respect to the Loan Agreement Amendment) and, to the extent applicable, are any in substantially the same form as were executed and delivered in connection with the Loan or are otherwise reasonably acceptable to Borrowers, and (iv) the Loan Agreement Amendment and the transactions contemplated thereby shall not, in any material respect, increase the economic obligations of Borrowers under the Loan Documents. From and after the execution, if ever, of the Multiple Notes, Lender shall cancel the original Notes and promptly return it to Borrowers. (b) Notwithstanding the provisions of Section 9.1(a) hereof to the contrary, and without limiting the provisions of this Section 9.7.3, Borrowers covenant and agree that after the Closing Date and prior to a Securitization, Lender shall have the right to establish different interest rates and to reallocate the amortization and principal balances of each of the Multiple Notes and to require the payment of the Multiple Notes in such order of priority as may be designated by Lender; provided, however, that the weighted average interest rate of the Multiple Notes following any such reallocation or modification shall not be changed from the weighted average interest rate in effect immediately preceding such reallocation or modification. Borrowers further agree and acknowledge that Lender has expressly reserved the right to repay the principal amount of the Multiple Notes in a disproportionate manner reflecting the relative priority, if any, of such Multiple Notes on account of prepayments of principal (i) occurring upon the occurrence and during the continuance of an Event of Default, or (ii) made from Net Proceeds, or (iii) upon the occurrence and during the continuance of an Event of Default, made from Rents and/or Vacant Space Rent, all as contemplated under Section 2.4.3 hereof; and as a result thereof the weighted average interest rate of the Loan may be changed. (c) Borrowers shall expeditiously and in good faith negotiate, execute and/or deliver, any material agreement, document, title insurance coverage, opinion letter or other item contemplated by this Section 9.7.3, or otherwise reasonably requested by Lender in connection with the consummation of the Multiple Notes. (d) Borrowers acknowledge that, upon execution, Lender intends to sell one or more of the Multiple Notes, which sale may occur coincident with the execution of the Multiple Notes or at some time thereafter. In connection with any such sale of one or more of the Multiple Notes, each Borrower agrees that it shall cooperate with all reasonable requests of the purchaser, including agreeing to such amendments to the Loan Documents as such purchaser shall request, so long as such amendments do not increase in more than a de minimis amount the obligations of Borrowers under the Loan Documents or reduce in more than a de minimis amount the rights of Borrowers under the Loan Documents. Notwithstanding the foregoing, Borrowers shall not have any obligation to agree to any amendment to the Multiple Notes that changes the overall economic terms of the Loan from those existing before any such amendment. (e) Borrowers’ failure, within ten (10) Business Days after Lender’s request, to execute and/or deliver the Multiple Notes and/or any other agreement, document, opinion, letter or other item contemplated by this Section 9.7.3 or otherwise reasonably requested by Lender in connection with the consummation of the Multiple Notes, shall constitute an Event of Default hereunder.