Common use of Significant Modifications Clause in Contracts

Significant Modifications. Within ninety (90) days after the Effective Date (the “Modification Period”), subject to the prior written approval of Purchaser (not to be unreasonably withheld) Seller shall be permitted to enter into Significant Modifications of any or all of the Subject Purchased Assets (any such amendments, modifications and/or waivers, “Permitted Modifications”) providing for any or all of the following terms, provided that such Permitted Modification is pursuant to or a consequence of the Public Health Event: (A) changing the payment terms of the Purchased Asset Documents for any Subject Purchased Asset to provide that current interest shall not be required to be paid in full on a monthly basis and instead shall be deferred and accrued and added to the principal balance of such Subject Purchased Asset for a period of up to six (6) months after the effective date of such Permitted Modification (the “Purchased Asset Modification Period”); provided, however, that, Seller shall not (nor permit Primary Servicer to) effect any modification to any Subject Purchased Asset that would result in a reduction in the determination of interest rate applicable to such Subject Purchased Asset without the prior written consent of Purchaser; (B) waiving, modifying or reallocating any required FF&E and capital expenditure escrow and other reserve deposits (other than reserve deposits for real estate taxes, insurance and ground rent) during the Purchased Asset Modification Period relating to the Underlying Mortgaged Property subject to the Public Health Event, and utilizing FF&E reserves (including those held by the brand manager), existing (and new, as set forth below) excess cash flow reserves, and capital expenditure reserves to pay for accrued and unpaid interest on the Purchased Asset as well as costs needed to carry the Underlying Mortgaged Property; provided, however, that as a condition to such waiver, modification, reallocation, extension or utilization, Seller shall deliver to Purchaser evidence that such waiver, modification, reallocation, extension or utilization has been approved by each applicable franchisor, property manager and/or ground lessor (and that all other required applicable approvals have been obtained), if required by the related Purchased Asset Documents; and (C) waiving or modifying any covenants requiring Mortgagor to continuously operate or limiting cessation of operations at any Underlying Mortgaged Property during the Purchased Asset Modification Period (a “Cessation”); provided, however, that that as conditions to such waiver or modification, (i) Seller shall deliver to Purchaser evidence that the related Mortgagor shall certify to Seller that all regulatory or other Requirements of Law and contractual requirements are satisfied and will not be breached as a result of such Cessation, (ii) Seller shall have delivered to Purchaser (1) all documents, reports, certificates and other information provided by the related Mortgagor to Seller with respect to such Cessation, (2) a revised 2020 budget with respect to the Underlying Mortgaged Property and (3) updated proforma financials with respect to the Underlying Mortgaged Property, (iii) the guarantor with respect to the related Purchased Asset shall indemnify the lender for any losses incurred by Seller as a result of such Cessation and (iv) Seller shall deliver to Purchaser evidence that such waiver or modification has been approved by each applicable franchisor, property manager and/or ground lessor (and that all other required applicable approvals have been obtained), if required by the related Purchased Asset Documents; provided that the following shall be conditions precedent to a Permitted Modification: (1) Seller shall cause that all excess cash flow from the Underlying Mortgaged Property underlying the related Subject Purchased Asset be swept into a reserve account under Seller’s control to be applied to pay accrued and unpaid interest on such Subject Purchased Asset; and (2) Seller shall require and continue to require the related Mortgagor to make deposits into the tax and insurance accounts to the extent required pursuant to the related Purchased Asset Documents immediately prior to such Permitted Modification.