Application of Net Proceeds. All proceeds or awards payable in connection with any Casualty or Condemnation shall be due and payable solely to Lender and shall be held by Lender in an Eligible Account established by Lender from time to time (the “Net Proceeds Reserve Account”) as additional collateral for the Obligations, subject to the terms and conditions of this Agreement; provided that Borrower may settle any insurance claim with anticipated Net Proceeds of less than Two Hundred Fifty Thousand Dollars ($250,000) provided that Borrower promptly and diligently uses such Net Proceeds for Restoration. In the event Borrower or any party other than Lender is a payee on any check representing such proceeds or awards, Borrower shall immediately endorse (and cause all such third parties to endorse) such check payable to the order of Lender. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to endorse any such check payable to the order of Lender in the event Borrower has not done so within five (5) days after Lender’s demand therefor. The expenses incurred by Lender in the adjustment and collection of such proceeds or awards shall become part of the Debt and shall be reimbursed by Borrower to Lender within five (5) days after Lender’s written demand. Borrower hereby releases Lender from any and all liability with respect to the settlement and adjustment by Lender of any claims in respect of any Casualty or Condemnation unless caused by Lender’s gross negligence or willful misconduct. The following provisions shall apply in connection with the application of Net Proceeds so received by Lender: (a) If the Net Proceeds shall be less than the Net Proceeds Threshold and the costs of completing Restoration shall be less than the Net Proceeds Threshold, the Net Proceeds will be disbursed by Lender to Borrower upon receipt, provided that no Event of Default then exists and Borrower delivers to Lender a written undertaking to expeditiously commence and to satisfactorily complete with due diligence the Restoration of the Property (if applicable) in accordance with the terms of this Agreement. (b) If the Net Proceeds are equal to or greater than the Net Proceeds Threshold or the costs of completing Restoration is equal to or greater than the Net Proceeds Threshold, Borrower shall not be permitted to use the Net Proceeds for a Restoration (or to retain Net Proceeds in the event no Restoration is required) unless the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing;
Appears in 1 contract
Sources: Loan Agreement (Instil Bio, Inc.)
Application of Net Proceeds. All proceeds The Borrower (or awards payable in connection with any the applicable Subsidiary, as the case may be) shall apply the Net Proceeds from each Asset Sale, Casualty Event or Condemnation shall be due and payable solely to Lender and shall be held by Lender in an Eligible Account established by Lender from time to time Event, as follows:
(the “Net Proceeds Reserve Account”i) as additional collateral for the Obligations, subject to the terms Lenders under this Agreement and conditions all other holders of this Agreement; provided the First Priority Lien Obligations (to the extent required under the applicable First Priority Lien Documents), to purchase, prepay or redeem the maximum principal amount of such First Priority Lien Obligations that Borrower may settle any insurance claim with anticipated Net Proceeds be purchased, prepaid or redeemed out of less than Two Hundred Fifty Thousand Dollars ($250,000) provided that Borrower promptly and diligently uses such Net Proceeds for Restoration. In (taking into account any mandatory purchase, prepayment or redemption of First Priority Lien Obligations required under any First Priority Lien Document);
(ii) if any such Net Proceeds remain after the event Borrower or any party other than Lender is a payee on any check representing such proceeds or awardsoffer (and, Borrower shall immediately endorse if applicable, reoffer) to holders of First Priority Lien Obligations (and cause all such third parties to endorse) such check payable to the order any mandatory purchase, prepayment or redemption of Lender. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to endorse any such check payable to the order of Lender in the event Borrower has not done so within five (5) days after Lender’s demand therefor. The expenses incurred by Lender in the adjustment and collection of such proceeds or awards shall become part of the Debt and shall be reimbursed by Borrower to Lender within five (5) days after Lender’s written demand. Borrower hereby releases Lender from any and all liability with respect to the settlement and adjustment by Lender of any claims in respect of any Casualty or Condemnation unless caused by Lender’s gross negligence or willful misconduct. The following provisions shall apply in connection with the application of Net Proceeds so received by Lender:
(a) If the Net Proceeds shall be less than the Net Proceeds Threshold and the costs of completing Restoration shall be less than the Net Proceeds Threshold, the Net Proceeds will be disbursed by Lender to Borrower upon receipt, provided that no Event of Default then exists and Borrower delivers to Lender a written undertaking to expeditiously commence and to satisfactorily complete with due diligence the Restoration of the Property (if applicableFirst Priority Lien Obligations) in accordance with the terms of this Agreement.
(b) If the Net Proceeds are equal to or greater than the Net Proceeds Threshold or the costs of completing Restoration is equal to or greater than the Net Proceeds Threshold, Borrower shall not be permitted to use the Net Proceeds for a Restoration (or to retain Net Proceeds in the event no Restoration is required) unless the following conditions are satisfied: clause (i) no Event above, to all holders of Default shall have occurred the Second Priority Lien Obligations (to the extent required under the applicable Second Priority Lien Documents), to purchase, prepay or redeem the maximum principal amount of such Second Priority Lien Obligations that may be purchased, prepaid or redeemed out of such remaining Net Proceeds (taking into account any mandatory purchase, prepayment or redemption of Second Priority Lien Obligations required under any Second Priority Lien Document); and
(iii) if any such Net Proceeds remain after the offer (and, if applicable, reoffer) to holders of Second Priority Lien Obligations (and any mandatory purchase, prepayment or redemption of Second Priority Lien obligations) in accordance with clauses (i) and (ii) above, to all holders of the Third Priority Lien Obligations (to the extent required under the applicable Third Priority Lien Documents), to purchase, prepay or, redeem the maximum principal amount of such Third Priority Lien Obligations that may be continuing;purchased prepaid or redeemed out of such remaining Net Proceeds (taking into account any mandatory purchase, prepayment or redemption of Third Priority Lien Obligations required under any Third Priority Lien Document).
Appears in 1 contract
Sources: Credit and Guarantee Agreement (Delta Energy Center, LLC)
Application of Net Proceeds. All proceeds or awards payable in connection with any Casualty or Condemnation shall be due and payable solely to Lender and shall be held by Lender in an Eligible Account established by Lender from time to time (the “Net Proceeds Reserve Account”) as additional collateral for the Obligations, subject to the terms and conditions of this Agreement; provided that Borrower may settle any insurance claim with anticipated Net Proceeds of less than Two Hundred Fifty Thousand Dollars ($250,000) provided that Borrower promptly and diligently uses such Net Proceeds for Restoration. In the event Borrower or any party other than Lender is a payee on any check representing such proceeds or awards, Borrower shall immediately endorse (and cause all such third parties to endorse) such check payable to the order of Lender. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to endorse any such check payable to the order of Lender in the event Borrower has not done so within five (5) days after Lender’s demand therefor. The expenses incurred by Lender in the adjustment and collection of such proceeds or awards shall become part of the Debt and shall be reimbursed by Borrower to Lender within five (5) days after Lender’s written demand. Borrower hereby releases Lender from any and all liability with respect to the settlement and adjustment by Lender of any claims in respect of any Casualty or Condemnation unless caused by Lender’s gross negligence or willful misconduct. The following provisions shall apply in connection with the application of Net Proceeds so received by Lender:
(a) If a Casualty or Condemnation has occurred to the Mortgaged Property, Lender shall make the Net Proceeds shall be less than the Net Proceeds Threshold and the costs available for Restoration as provided for in Section 6.6(b); provided that, each of completing Restoration shall be less than the Net Proceeds Threshold, the Net Proceeds will be disbursed by Lender to Borrower upon receipt, provided that no Event of Default then exists and Borrower delivers to Lender a written undertaking to expeditiously commence and to satisfactorily complete with due diligence the Restoration of the Property (if applicable) in accordance with the terms of this Agreement.
(b) If the Net Proceeds are equal to or greater than the Net Proceeds Threshold or the costs of completing Restoration is equal to or greater than the Net Proceeds Threshold, Borrower shall not be permitted to use the Net Proceeds for a Restoration (or to retain Net Proceeds in the event no Restoration is required) unless the following conditions are is satisfied: :
(i1) no Event of Default shall have occurred and be continuing;
(2) the Net Proceeds do not exceed One Hundred Thousand and No/100 Dollars ($100,000.00);
(3) (A) in the event the Net Proceeds are insurance proceeds, less than twenty-five percent (25%) of the net rentable square footage of the Improvements has been rendered unusable as a result of such Casualty, or (B) in the event the Net Proceeds are an Award, (i) less than ten percent (10%) of the Land constituting the Mortgaged Property is taken, (ii) such taking does not materially impair the existing access to or parking at the Mortgaged Property, and (iii) no portion of the Improvements is the subject of the Condemnation;
(4) Borrower shall make all payments required under the Loan whether via from business interruption insurance for the Mortgaged Property or other sources;
(5) Lender shall be satisfied in its reasonable judgment that the Restoration will be completed on or before six (6) months prior to the Maturity Date;
(6) Lender shall be satisfied in its reasonable judgment that the Mortgaged Property (taking into account the Net Proceeds) shall continue, throughout the period of Restoration, to adequately secure the outstanding balance of the Loan; and
(7) the Net Proceeds, together with any cash or cash equivalent deposited by Borrower with Lender, are sufficient, in L▇▇▇▇▇’s reasonable judgment, to pay for all costs and expenses of the Restoration in full.
(b) The Net Proceeds shall be paid directly to Lender and held by L▇▇▇▇▇ and, until disbursed in accordance with the provisions of this Section 6.6, shall constitute additional security for the repayment of the Indebtedness and satisfaction of the Obligations. The Net Proceeds shall be disbursed by Lender to Borrower (or directly to third parties to pay costs or expenses of the Restoration) from time to time during the course of the Restoration, upon Lender being furnished with (1) evidence reasonably satisfactory to it that all requirements set forth in Section 6.6(a) have been satisfied; (2) evidence reasonably satisfactory to it that each of the conditions set forth in Section 3.3 hereof have been satisfied; and (3) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably require and approve; and Lender may, in any event, require that all plans and specifications for the Restoration be submitted to and reasonably approved by Lender prior to commencement of work. No payment made prior to the final completion of the Restoration shall exceed the value or cost of the work performed from time to time (less retainage required pursuant to Section 3.1(f) hereof). Lender shall not be obligated to make disbursements of the Net Proceeds more frequently than once per calendar month.
(c) If at any time the Net Proceeds or the undisbursed balance thereof shall not, in the reasonable opinion of Lender in consultation with the Inspecting Person, be sufficient to pay in full the balance of the costs and expenses which are estimated by the Inspecting Person to be incurred in connection with the completion of the Restoration, then Borrower shall deposit the deficiency (the “Net Proceeds Deficiency”) into a Reserve that shall be established at Lender before Lender makes any further disbursement of the Net Proceeds. The Net Proceeds Deficiency deposited with Lender shall be held by Lender and shall be disbursed for costs and expenses actually incurred in connection with the Restoration on the same terms and conditions applicable to the disbursement of the Net Proceeds, and until so disbursed pursuant to this Section 6.6 shall constitute additional security for the repayment of the Indebtedness and satisfaction of the Obligations. Lender may, at its sole election, disburse Net Proceeds for Restoration in accordance with this Section 6.6 prior to any disbursement from the Reserve for such purpose.
(d) All (1) Net Proceeds not required to be made available for Restoration or (2) surplus which may remain out of Net Proceeds held by Lender after payment of all costs of Restoration, may be retained and applied by L▇▇▇▇▇ toward the payment of the Indebtedness, whether or not then due and payable, in such order, proportion and priority as Lender in its sole discretion shall deem proper, or, at the discretion of Lender, the same may be paid, either in whole or in part, to Borrower for such purposes as Lender shall approve in its sole discretion.
(e) Notwithstanding the foregoing or anything to the contrary contained herein, to the extent Net Proceeds are sufficient to pay the then outstanding Indebtedness in full, then (1) such Net Proceeds shall be so applied, with the balance, if any, payable to Borrower, and (2) all unadvanced Loan proceeds shall be curtailed and Lender shall have no further obligation to make Advances of Loan proceeds to Borrower.
Appears in 1 contract
Sources: Loan Agreement (Parks America, Inc)
Application of Net Proceeds. All proceeds The Borrower (or awards payable in connection with any the applicable Subsidiary, as the case may be) shall apply the Net Proceeds from each Asset Sale, Casualty Event or Condemnation shall be due and payable solely to Lender and shall be held by Lender in an Eligible Account established by Lender from time to time Event, as follows:
(the “Net Proceeds Reserve Account”i) as additional collateral for the Obligations, subject to the terms Lenders under this Agreement and conditions all other holders of this Agreement; provided the First Priority Lien Obligations (to the extent required under the applicable First Priority Lien Documents), to purchase, prepay or redeem the maximum principal amount of such First Priority Lien Obligations that Borrower may settle any insurance claim with anticipated Net Proceeds be purchased, prepaid or redeemed out of less than Two Hundred Fifty Thousand Dollars ($250,000) provided that Borrower promptly and diligently uses such Net Proceeds for Restoration. In (taking into account any mandatory purchase, prepayment or redemption of First Priority Lien Obligations required under any First Priority Lien Document);
(ii) if any such Net Proceeds remain after the event Borrower or any party other than Lender is a payee on any check representing such proceeds or awardsoffer (and, Borrower shall immediately endorse if applicable, reoffer) to holders of First Priority Lien Obligations (and cause all such third parties to endorse) such check payable to the order any mandatory purchase, prepayment or redemption of Lender. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to endorse any such check payable to the order of Lender in the event Borrower has not done so within five (5) days after Lender’s demand therefor. The expenses incurred by Lender in the adjustment and collection of such proceeds or awards shall become part of the Debt and shall be reimbursed by Borrower to Lender within five (5) days after Lender’s written demand. Borrower hereby releases Lender from any and all liability with respect to the settlement and adjustment by Lender of any claims in respect of any Casualty or Condemnation unless caused by Lender’s gross negligence or willful misconduct. The following provisions shall apply in connection with the application of Net Proceeds so received by Lender:
(a) If the Net Proceeds shall be less than the Net Proceeds Threshold and the costs of completing Restoration shall be less than the Net Proceeds Threshold, the Net Proceeds will be disbursed by Lender to Borrower upon receipt, provided that no Event of Default then exists and Borrower delivers to Lender a written undertaking to expeditiously commence and to satisfactorily complete with due diligence the Restoration of the Property (if applicableFirst Priority Lien Obligations) in accordance with the terms of this Agreement.
(b) If the Net Proceeds are equal to or greater than the Net Proceeds Threshold or the costs of completing Restoration is equal to or greater than the Net Proceeds Threshold, Borrower shall not be permitted to use the Net Proceeds for a Restoration (or to retain Net Proceeds in the event no Restoration is required) unless the following conditions are satisfied: clause (i) no Event above, to all holders of Default shall have occurred the Second Priority Lien Obligations (to the extent required under the applicable Second Priority Lien Documents), to purchase, prepay or redeem the maximum principal amount of such Second Priority Lien Obligations that may be purchased, prepaid or redeemed out of such remaining Net Proceeds (taking into account 85 any mandatory purchase, prepayment or redemption of Second Priority Lien Obligations required under any Second Priority Lien Document); and
(iii) if any such Net Proceeds remain after the offer (and, if applicable, reoffer) to holders of Second Priority Lien Obligations (and any mandatory purchase, prepayment or redemption of Second Priority Lien Obligations) in accordance with clauses (i) and (ii) above, to all holders of the Third Priority Lien Obligations (to the extent required under the applicable Third Priority Lien Documents), to purchase, prepay or redeem the maximum principal amount of such Third Priority Lien Obligations that may be continuing;purchased, prepaid or redeemed out of such remaining Net Proceeds (taking into account any mandatory purchase, prepayment or redemption of Third Priority Lien Obligations required under any Third Priority Lien Document).
Appears in 1 contract
Application of Net Proceeds. All proceeds The Borrower (or awards payable in connection with any the applicable Subsidiary, as the case may be) shall apply the Net Proceeds from each Asset Sale, Casualty Event or Condemnation shall be due and payable solely to Lender and shall be held by Lender in an Eligible Account established by Lender from time to time Event, as follows:
(the “Net Proceeds Reserve Account”i) as additional collateral for the Obligations, subject to the terms Lenders under this Agreement and conditions all other holders of this Agreement; provided the First Priority Lien Obligations (to the extent required under the applicable First Priority Lien Documents), to purchase, prepay or redeem the maximum principal amount of such First Priority Lien Obligations that Borrower may settle any insurance claim with anticipated Net Proceeds be purchased, prepaid or redeemed out of less than Two Hundred Fifty Thousand Dollars ($250,000) provided that Borrower promptly and diligently uses such Net Proceeds for Restoration. In (taking into account any mandatory purchase, prepayment or redemption of First Priority Lien Obligations required under any First Priority Lien Document);
(ii) if any such Net Proceeds remain after the event Borrower or any party other than Lender is a payee on any check representing such proceeds or awardsoffer (and, Borrower shall immediately endorse if applicable, reoffer) to holders of First Priority Lien Obligations (and cause all such third parties to endorse) such check payable to the order any mandatory purchase, prepayment or redemption of Lender. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to endorse any such check payable to the order of Lender in the event Borrower has not done so within five (5) days after Lender’s demand therefor. The expenses incurred by Lender in the adjustment and collection of such proceeds or awards shall become part of the Debt and shall be reimbursed by Borrower to Lender within five (5) days after Lender’s written demand. Borrower hereby releases Lender from any and all liability with respect to the settlement and adjustment by Lender of any claims in respect of any Casualty or Condemnation unless caused by Lender’s gross negligence or willful misconduct. The following provisions shall apply in connection with the application of Net Proceeds so received by Lender:
(a) If the Net Proceeds shall be less than the Net Proceeds Threshold and the costs of completing Restoration shall be less than the Net Proceeds Threshold, the Net Proceeds will be disbursed by Lender to Borrower upon receipt, provided that no Event of Default then exists and Borrower delivers to Lender a written undertaking to expeditiously commence and to satisfactorily complete with due diligence the Restoration of the Property (if applicableFirst Priority Lien Obligations) in accordance with the terms of this Agreement.
(b) If the Net Proceeds are equal to or greater than the Net Proceeds Threshold or the costs of completing Restoration is equal to or greater than the Net Proceeds Threshold, Borrower shall not be permitted to use the Net Proceeds for a Restoration (or to retain Net Proceeds in the event no Restoration is required) unless the following conditions are satisfied: clause (i) no Event above, to all holders of Default shall have occurred the Second Priority Lien Obligations (to the extent required under the applicable Second Priority Lien Documents), to purchase, prepay or redeem the maximum principal amount of such Second Priority Lien Obligations that may be purchased, prepaid or redeemed out of such remaining Net Proceeds (taking into account any mandatory purchase, prepayment or redemption of Second Priority Lien Obligations required under any Second Priority Lien Document); and
(iii) if any such Net Proceeds remain after the offer (and, if applicable, reoffer) to holders of Second Priority Lien Obligations (and any mandatory purchase, prepayment or redemption of Second Priority Lien Obligations) in accordance with clauses (i) and (ii) above, to all holders of the Third Priority Lien Obligations (to the extent required under the applicable Third Priority Lien Documents), to purchase, prepay or redeem the maximum principal amount of such Third Priority Lien Obligations that may be continuing;purchased, prepaid or redeemed out of such remaining Net Proceeds (taking into account any mandatory purchase, prepayment or redemption of Third Priority Lien Obligations required under any Third Priority Lien Document).
Appears in 1 contract
Application of Net Proceeds. (a) All proceeds Net Proceeds with respect to an Individual Property shall (subject to the terms of any Lease, mortgage or awards payable in connection with any Casualty or Condemnation shall deed of trust that is senior to the applicable Mortgage) be due and payable solely paid directly to Lender and shall be held by Lender in an Eligible the Deposit Account established and shall constitute additional security for the Debt. At Lender’s sole and absolute discretion, such Net Proceeds may either (i) remain in the Deposit Account as additional security for the Debt, (ii) be made available to the applicable Borrower Subsidiary for the Restoration, (iii) be retained and applied by Lender from time toward the payment of the Debt whether or not then due and payable in such order, priority and proportions as Lender in its sole and absolute discretion shall deem proper, or (iv) the same may be paid, either in whole or in part, to time Borrower or the applicable Borrower Subsidiary for such purposes as Lender shall approve, in its discretion.
(b) With respect to a Mortgage Loan, during the “Net Proceeds Reserve Account”) as additional collateral for the Obligationscontinuance of an Event of Default, Lender, at its option, may, subject to the terms of the Mortgage Loan Documents (and conditions subject to the terms of this Agreement; provided any Lease, mortgage or deed of trust that Borrower may settle any insurance claim with anticipated is senior to the applicable Pledged Mortgage), withdraw all the Net Proceeds (together with any and all other amounts required to be delivered to or deposited with Borrower pursuant to the Mortgage Loan Documents upon the occurrence of less than Two Hundred Fifty Thousand Dollars ($250,000a Casualty or Condemnation) provided that Borrower promptly or the undisbursed balance thereof deposited with Lender and diligently uses may apply such Net Proceeds for Restoration. In the event (together with any and all other amounts required to be delivered to or deposited with Borrower or any party other than Lender is a payee on any check representing such proceeds or awards, Borrower shall immediately endorse (and cause all such third parties to endorse) such check payable pursuant to the order Mortgaged Documents upon the occurrence of Lender. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to endorse any such check payable a Casualty or Condemnation) to the order of Lender in the event Borrower has not done so within five (5) days after Lender’s demand therefor. The expenses incurred by Lender in the adjustment and collection of such proceeds or awards shall become part payment of the Debt in such order, proportion and shall be reimbursed by Borrower to priority as Lender within five (5) days after may determine in its sole and absolute discretion. Lender’s written demand. Borrower hereby releases Lender from right to withdraw and apply such Net Proceeds (together with any and all liability other amounts required to be delivered to or deposited with respect Borrower pursuant to the settlement and adjustment by Lender Mortgage Loan Documents upon the occurrence of any claims in respect of any a Casualty or Condemnation unless caused by Lender’s gross negligence or willful misconduct. The following provisions shall apply in connection with the application of Net Proceeds so received by Lender:
(aCondemnation) If the Net Proceeds shall be less than the Net Proceeds Threshold in addition to all other rights and the costs of completing Restoration shall be less than the Net Proceeds Threshold, the Net Proceeds will be disbursed by Lender to Borrower upon receipt, remedies provided that no Event of Default then exists and Borrower delivers to Lender a written undertaking to expeditiously commence and to satisfactorily complete with due diligence under the Restoration of the Property (if applicable) in accordance with the terms of this AgreementLoan Documents.
(b) If the Net Proceeds are equal to or greater than the Net Proceeds Threshold or the costs of completing Restoration is equal to or greater than the Net Proceeds Threshold, Borrower shall not be permitted to use the Net Proceeds for a Restoration (or to retain Net Proceeds in the event no Restoration is required) unless the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing;
Appears in 1 contract
Sources: Loan Agreement (IMH Financial Corp)
Application of Net Proceeds. (a) All proceeds Net Proceeds with respect to an Individual Property shall (subject to the terms of any Lease, mortgage or awards payable in connection with any Casualty or Condemnation shall deed of trust that is senior to the applicable Mortgage) be due and payable solely paid directly to Lender and shall be held by Lender in an Eligible the IMH Collection Account established and shall constitute additional security for the Debt. At Lender’s sole and absolute discretion, such Net Proceeds may either (i) remain in the IMH Collection Account as additional security for the Debt, (ii) be made available to the applicable Borrower Subsidiary for the Restoration, (iii) be retained and applied by Lender from time toward the payment of the Debt whether or not then due and payable in such order, priority and proportions as Lender in its sole and absolute discretion shall deem proper, or (iv) the same may be paid, either in whole or in part, to time Borrower or the applicable Borrower Subsidiary for such purposes as Lender shall approve, in its discretion.
(b) With respect to a Mortgage Loan, during the “Net Proceeds Reserve Account”) as additional collateral for the Obligationscontinuance of an Event of Default, Lender, at its option, may, subject to the terms of the Mortgage Loan Documents (and conditions subject to the terms of this Agreement; provided any Lease, mortgage or deed of trust that Borrower may settle any insurance claim with anticipated is senior to the applicable Pledged Mortgage), withdraw all the Net Proceeds (together with any and all other amounts required to be delivered to or deposited with Borrower pursuant to the Mortgage Loan Documents upon the occurrence of less than Two Hundred Fifty Thousand Dollars ($250,000a Casualty or Condemnation) provided that Borrower promptly or the undisbursed balance thereof deposited with Lender and diligently uses may apply such Net Proceeds for Restoration. In the event (together with any and all other amounts required to be delivered to or deposited with Borrower or any party other than Lender is a payee on any check representing such proceeds or awards, Borrower shall immediately endorse (and cause all such third parties to endorse) such check payable pursuant to the order Mortgaged Documents upon the occurrence of Lender. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to endorse any such check payable a Casualty or Condemnation) to the order of Lender in the event Borrower has not done so within five (5) days after Lender’s demand therefor. The expenses incurred by Lender in the adjustment and collection of such proceeds or awards shall become part payment of the Debt in such order, proportion and shall be reimbursed by Borrower to priority as Lender within five (5) days after may determine in its sole and absolute discretion. Lender’s written demand. Borrower hereby releases Lender from right to withdraw and apply such Net Proceeds (together with any and all liability other amounts required to be delivered to or deposited with respect Borrower pursuant to the settlement and adjustment by Lender Mortgage Loan Documents upon the occurrence of any claims in respect of any a Casualty or Condemnation unless caused by Lender’s gross negligence or willful misconduct. The following provisions shall apply in connection with the application of Net Proceeds so received by Lender:
(aCondemnation) If the Net Proceeds shall be less than the Net Proceeds Threshold in addition to all other rights and the costs of completing Restoration shall be less than the Net Proceeds Threshold, the Net Proceeds will be disbursed by Lender to Borrower upon receipt, remedies provided that no Event of Default then exists and Borrower delivers to Lender a written undertaking to expeditiously commence and to satisfactorily complete with due diligence under the Restoration of the Property (if applicable) in accordance with the terms of this AgreementLoan Documents.
(b) If the Net Proceeds are equal to or greater than the Net Proceeds Threshold or the costs of completing Restoration is equal to or greater than the Net Proceeds Threshold, Borrower shall not be permitted to use the Net Proceeds for a Restoration (or to retain Net Proceeds in the event no Restoration is required) unless the following conditions are satisfied: (i) no Event of Default shall have occurred and be continuing;
Appears in 1 contract
Sources: Loan Agreement (IMH Financial Corp)