Common use of Automatic Deduction and Credit Clause in Contracts

Automatic Deduction and Credit. (a) At all times when any Swap Contract is in effect, the Borrower which is a party to such Swap Contract shall maintain the Checking Account in good standing with Lender. Each Borrower hereby grants to Lender and Swap Counterparty a security interest in any such Checking Account. Each Borrower is granting this security interest to Lender and Swap Counterparty for the purpose of securing the Obligations. (b) At all times when any Swap Contract is in effect, all monthly payments owed by Borrowers under the Note will be automatically deducted on their due dates from the Checking Account (or any other account designated by a Borrower). Lender is hereby authorized to apply the amounts so debited to Borrowers’ obligations under the Loan. Notwithstanding the foregoing, Lender will not automatically deduct the principal payment at maturity from the Checking Account (or any other account designated by a Borrower). (c) At all times when any Swap Contract is in effect, all payments owed by any Borrower under any Swap Contract will be automatically deducted on their due dates from the Checking Account (or any other account designated by a Borrower). The preceding sentence includes each Borrower’s authorization for Lender to debit from the Checking Account (or any other account designated by a Borrower) any monetary obligation owed by such Borrower to Swap Counterparty following any Early Termination Date, as defined under the Master Agreement. Swap Counterparty is hereby authorized to apply the amounts so debited to the obligations of any Borrower under the applicable Swap Contract.

Appears in 3 contracts

Sources: Term Loan Agreement (KBS Strategic Opportunity REIT, Inc.), Term Loan Agreement (KBS Strategic Opportunity REIT, Inc.), Term Loan Agreement (KBS Real Estate Investment Trust III, Inc.)

Automatic Deduction and Credit. (a) At all times when any Swap Contract is in effect, the Borrower which is a party to such Swap Contract shall maintain the Checking Account in good standing with Lender. Each Borrower hereby grants to Lender and Swap Counterparty a security interest in any such the Checking Account, and any other accounts and deposit accounts from which Borrower may from time to time authorize Lender to debit payments due on the Loan and the Swap Contracts. Each Borrower is granting this security interest to Lender and Swap Counterparty for the purpose of securing the Obligations. (b) At all times when any Swap Contract is in effect, all monthly payments owed by Borrowers Borrower under the Note will be automatically deducted on their due dates from the Checking Account (or any other account designated by a Borrower)Account. Lender is hereby authorized to apply the amounts so debited to Borrowers’ Borrower’s obligations under the Loan. Notwithstanding the foregoing, Lender will not automatically deduct the principal payment at maturity from the Checking Account (or any other account designated by a Borrower)Account. (c) At all times when any Swap Contract is in effect, all payments owed by any Borrower (or its Affiliate) under any Swap Contract will be automatically deducted on their due dates from the Checking Account (or any other account designated by a Borrower)Account. The preceding sentence includes each Borrower’s authorization for Lender to debit from the Checking Account (or any other account designated by a Borrower) any monetary obligation owed by such Borrower (or its Affiliate) to Swap Counterparty following any Early Termination Date, as defined under the Master Agreement. Swap Counterparty is hereby authorized to apply the amounts so debited to the obligations of any Borrower (or its Affiliate) under the applicable Swap Contract. (d) Lender will debit the Checking Account on the dates the foregoing payments become due; provided, however, that if a due date does not fall on a Banking Day, Lender will debit the Checking Account on the first Banking Day following such due date. (e) Borrower shall maintain sufficient funds on the dates when Lender enters debits authorized by this Agreement. If there are insufficient funds in the Checking Account on any date when Lender enters any debit authorized by this Agreement, without limiting Lender’s other remedies in such an event, the debit will be reversed in whole or in part, in Lender’s sole and absolute discretion, and such amount not debited shall be deemed to be unpaid and shall be immediately due and payable in accordance with the terms of the Note and/or the Swap Contract, as applicable. (f) So long as there is no Event of Default existing under this Agreement or any Swap Contract, Lender will automatically credit the Checking Account for payments owed by Swap Counterparty under the Swap Contract. Lender will credit the Checking Account on the dates the foregoing payments become due; provided, however, that if a due date does not fall on a Banking Day, Lender will credit the Checking Account on the first Banking Day following such due date.

Appears in 3 contracts

Sources: Term Loan Agreement (Resource Real Estate Opportunity REIT II, Inc.), Term Loan Agreement (Rexford Industrial Realty, Inc.), Term Loan Agreement (Rexford Industrial Realty, Inc.)

Automatic Deduction and Credit. (a) At all times when any Swap Contract is in effect, the Borrower which is a party to such Swap Contract shall maintain the Checking Account in good standing with Lender. Each Borrower hereby grants Administrative Agent, ▇▇▇▇▇ Fargo Bank, N.A. or another financial institution reasonably satisfactory to Lender and Swap Counterparty a security interest in any such Administrative Agent an account (the “Checking Account. Each Borrower is granting this security interest to Lender and Swap Counterparty for the purpose of securing the Obligations”) designated by Borrower. (b) At all times when any Swap Contract is in effect, all monthly payments owed by Borrowers Borrower under the Note Agreement will be automatically deducted on their due dates from the Checking Account (or any other account designated by a Borrower)Account. Lender Administrative Agent is hereby authorized to apply the amounts so debited to Borrowers’ Borrower’s obligations under the Loan. Borrower hereby agrees to direct any financial institution where the Checking Account is maintained to allow Administrative Agent to debit the Checking Account as provided herein. Notwithstanding the foregoing, Lender Administrative Agent will not automatically deduct the principal payment at maturity from the Checking Account (or any other account designated by a Borrower). (c) At all times when any Swap Contract is in effect, all payments owed by any Borrower under any Swap Contract will be automatically deducted on their due dates from the Checking Account (or any other account designated by a Borrower). The preceding sentence includes each Borrower’s authorization for Lender Administrative Agent to debit from the Checking Account (or any other account designated by a Borrower) any monetary obligation owed by such Borrower to Swap Counterparty following any Early Termination Date, as defined under the Master Agreement. Swap Counterparty is hereby authorized to apply the amounts so debited to the obligations of any Borrower under the applicable Swap Contract. (d) Borrower shall maintain sufficient funds on the dates when Administrative Agent enters debits authorized by this Agreement. If there are insufficient funds in the Checking Account on any date when Administrative Agent enters any debit authorized by this Agreement, without limiting Administrative Agent’s and Lenders’ other rights and remedies in such an event, the debit will be reversed in whole or in part, in Administrative Agent’s sole and absolute discretion, and such amount not debited shall be deemed to be unpaid and shall be immediately due and payable in accordance with the terms of this Agreement and/or the Swap Contract, as applicable.

Appears in 2 contracts

Sources: Loan Agreement (KBS Real Estate Investment Trust III, Inc.), Loan Agreement (KBS Real Estate Investment Trust III, Inc.)

Automatic Deduction and Credit. (a) At all times when any Swap Contract is in effect, the Borrower which is a party to such Swap Contract shall maintain the Checking Account in good standing with Lender. Each Borrower hereby grants to Lender and Swap Counterparty a security interest in any such the Checking Account, and any other accounts and deposit accounts from which Borrower may from time to time authorize Lender to debit payments due on the Loan and the Swap Contracts. Each Borrower is granting this security interest to Lender and Swap Counterparty for the purpose of securing the Obligations. (b) At all times when any Swap Contract is in effect, all monthly payments owed by Borrowers Borrower under the Note will be automatically deducted on their due dates from the Checking Account (or any other account designated by a Borrower)Account. Lender is hereby authorized to apply the amounts so debited to Borrowers’ Borrower’s obligations under the Loan. Notwithstanding the foregoing, Lender will not automatically deduct the principal payment at maturity from the Checking Account (or any other account designated by a Borrower)Account. (c) At all times when any Swap Contract is in effect, all payments owed by any Borrower (or its Affiliate) under any Swap Contract will be automatically deducted on their due dates from the Checking Account (or any other account designated by a Borrower)Account. The preceding sentence includes each Borrower’s authorization for Lender to debit from the Checking Account (or any other account designated by a Borrower) any monetary obligation owed by such Borrower (or its Affiliate) to Swap Counterparty following any Early Termination Date, as defined under the Master Agreement. Swap Counterparty is hereby authorized to apply the amounts so debited to the obligations of any Borrower (or its Affiliate) under the applicable Swap Contract.

Appears in 2 contracts

Sources: Loan Agreement, Loan Agreement (Resource Real Estate Opportunity REIT, Inc.)

Automatic Deduction and Credit. (a) At all times when any Swap Contract is in effect, the Borrower which is a party to such Swap Contract shall maintain the Checking Account in good standing with Lender. Each Borrower hereby grants to Lender and Swap Counterparty a security interest in any such the Checking Account, and any other accounts and deposit accounts from which Borrower may from time to time authorize Lender to debit payments due on the Loan and the Swap Contracts. Each Borrower is granting this security interest to Lender and Swap Counterparty for the purpose of securing the Obligations. (b) At all times when any Swap Contract is in effect, all monthly payments owed by Borrowers Borrower under the Note will be automatically deducted on their due dates from the Checking Account (or any other account designated by a Borrower)Account. Lender is hereby authorized to apply the amounts so debited to Borrowers’ Borrower's obligations under the Loan. Notwithstanding the foregoing, Lender will not automatically deduct the principal payment at maturity from the Checking Account (or any other account designated by a Borrower)Account. (c) At all times when any Swap Contract is in effect, all payments owed by any Borrower (or its Affiliate) under any Swap Contract will be automatically deducted on their due dates from the Checking Account (or any other account designated by a Borrower)Account. The preceding sentence includes each Borrower’s 's authorization for Lender to debit from the Checking Account (or any other account designated by a Borrower) any monetary obligation owed by such Borrower (or its Affiliate) to Swap Counterparty following any Early Termination Date, as defined under the Master Agreement. Swap Counterparty is hereby authorized to apply the amounts so debited to the obligations of any Borrower (or its Affiliate) under the applicable Swap Contract.

Appears in 2 contracts

Sources: Revolving Line of Credit Agreement (Extra Space Storage Inc.), Revolving Line of Credit Agreement (Extra Space Storage Inc.)

Automatic Deduction and Credit. (a) At all times when any Swap Contract is in effect, the Borrower which is a party to such Swap Contract shall maintain the Checking Account in good standing with Lender. Each Borrower hereby grants Administrative Agent, ▇▇▇▇▇ Fargo Bank, N.A. or another financial institution reasonably satisfactory to Lender and Swap Counterparty a security interest in any such Administrative Agent an account (the “Checking Account. Each Borrower is granting this security interest to Lender and Swap Counterparty for the purpose of securing the Obligations”) designated by Borrower. (b) At all times when any Swap Contract is in effect, all monthly payments owed by Borrowers Borrower under the Note Agreement will be automatically deducted on their due dates from the Checking Account (or any other account designated by a Borrower)Debit Account. Lender Administrative Agent is hereby authorized to apply the amounts so debited to Borrowers’ Borrower’s obligations under the Loan. Borrower hereby agrees to direct any financial institution where the Debit Account is maintained to allow Administrative Agent to debit the Debit Account as provided herein. Notwithstanding the foregoing, Lender Administrative Agent will not automatically deduct the principal payment at maturity from the Checking Debit Account (or any other account designated by a Borrower). (c) At all times when any Swap Contract is in effect, all payments owed by any Borrower under any Swap Contract will be automatically deducted on their due dates from the Checking Debit Account (or any other account designated by a Borrower). The preceding sentence includes each Borrower’s authorization for Lender Administrative Agent to debit from the Checking Debit Account (or any other account designated by a Borrower) any monetary obligation owed by such Borrower to Swap Counterparty following any Early Termination Date, as defined under the Master Agreement. Swap Counterparty is hereby authorized to apply the amounts so debited to the obligations of any Borrower under the applicable Swap Contract. (d) Borrower shall maintain sufficient funds on the dates when Administrative Agent enters debits authorized by this Agreement. If there are insufficient funds in the Debit Account on any date when Administrative Agent enters any debit authorized by this Agreement, without limiting Administrative Agent’s and Lenders’ other rights and remedies in such an event, the debit will be reversed in whole or in part, in Administrative Agent’s sole and absolute discretion, and such amount not debited shall be deemed to be unpaid and shall be immediately due and payable in accordance with the terms of this Agreement and/or the Swap Contract, as applicable.

Appears in 1 contract

Sources: Loan Agreement (KBS Strategic Opportunity REIT II, Inc.)

Automatic Deduction and Credit. (a) At all times when any Swap Contract is in effect, the Borrower which is a party to such Swap Contract shall maintain the Checking Account in good standing with Lender. Each Borrower hereby grants Administrative Agent, or another financial institution reasonably satisfactory to Lender and Swap Counterparty a security interest in any such Administrative Agent an account (the “Checking Account. Each Borrower is granting this security interest to Lender and Swap Counterparty for the purpose of securing the Obligations”) designated by such Borrower. (b) At all times when any Swap Contract is in effect, all monthly payments owed by Borrowers under the Note Agreement will be automatically deducted on their due dates from the Checking Account (or any other account designated by a Borrower)Account. Lender Administrative Agent is hereby authorized to apply the amounts so debited to Borrowers’ obligations under the Loan. Each Borrower hereby agrees to direct any financial institution where the Checking Account is maintained to allow Administrative Agent to debit the Checking Account as provided herein. Notwithstanding the foregoing, Lender Administrative Agent will not automatically deduct the principal payment at maturity from the Checking Account (or any other account designated by a Borrower). (c) At all times when any Swap Contract is in effecteffect in which Administrative Agent is the Swap Counterparty, all payments owed by any Borrower under any Swap Contract will be automatically deducted on their due dates from the Checking Account (or any other account designated by a Borrower). The preceding sentence includes each Borrower’s authorization for Lender Administrative Agent to debit from the Checking Account (or any other account designated by a Borrower) any monetary obligation owed by such Borrower to Swap Counterparty following any Early Termination Date, as defined under the Master Agreement. Swap Counterparty is hereby authorized to apply the amounts so debited to the obligations of any Borrower under the applicable Swap Contract. (d) Each Borrower shall maintain sufficient funds on the dates when Administrative Agent enters debits authorized by this Agreement. If there are insufficient funds in the Checking Account on any date when Administrative Agent enters any debit authorized by this Agreement, without limiting Administrative Agent’s and Lenders’ other rights and remedies in such an event, the debit will be reversed in whole or in part, in Administrative Agent’s sole and absolute discretion, and such amount not debited shall be deemed to be unpaid and shall be immediately due and payable in accordance with the terms of this Agreement and/or the Swap Contract, as applicable. (e) So long as there is no Default existing under this Agreement or any Swap Contract, and provided Administrative Agent is the Swap Counterparty under the Swap Contract, Administrative Agent will automatically credit the Checking Account (or any other account designated by Borrower) for payments owed by Swap Counterparty under the Swap Contract on the dates the foregoing payments become due; provided, however, that if a due date does not fall on a Business Day, Administrative Agent will credit the Checking Account (or other account designated by Borrower) on the first Business Day following such due date. A. Borrowers’ option to extend the Maturity Date from the Initial Maturity Date to the First Extended Maturity Date, and from the First Extended Maturity Date to the Second Extended Maturity Date, shall each be subject to the following conditions being satisfied by Borrowers at Borrowers’ sole expense: 1. Borrower shall have delivered to Administrative Agent a written notice of Borrower’s election to extend the Maturity Date no later than sixty (60) days, but no earlier than one hundred twenty (120) days, prior to the Initial Maturity Date. 2. No Default or Potential Default shall have occurred and then be continuing as of (i) the date of Borrower’s notice of election to extend the Maturity Date or (ii) the Initial Maturity Date or the First Extended Maturity Date, as applicable; 3. Current financial statements regarding each Borrower and Guarantor as and when required under Section 4.8 shall have been submitted to Administrative Agent, and there shall not have occurred, in the reasonable opinion of Administrative Agent, any material adverse change in the business or financial condition of any Borrower, Guarantor, or in any Property or in any other state of facts submitted to Administrative Agent in connection with the Loan Documents, from that which existed on the date of this Agreement. 4. Whether or not the extension becomes effective, Borrowers shall pay all out-of-pocket costs and expenses incurred by Administrative Agent in connection with the proposed extension (pre- and post-closing), including appraisal fees and reasonable attorneys’ fees actually incurred by Administrative Agent; all such costs and expenses incurred up to the time of Administrative Agent’s written agreement to the extension shall be due and payable on or prior to Administrative Agent’s execution of that agreement (or if the proposed extension does not become effective, then upon demand by Administrative Agent), and any future failure to pay such amounts shall constitute a Default. 5. If required by Administrative Agent, Administrative Agent shall have received and approved the most recent MAI appraisal of each Property (which MAI appraisals must be dated no more than six (6) months prior to the Initial Maturity Date or the First Extended Maturity Date, as applicable) meeting all applicable regulatory requirements, taking into account then-current market conditions. 6. Not later than the Initial Maturity Date, (i) the extension shall have been consented to and documented to Administrative Agent’s satisfaction by each Borrower, Guarantor and Administrative Agent; and (ii) Administrative Agent shall have been provided with an updated title report and judgment and lien searches, and appropriate title insurance endorsements shall have been issued as reasonably required by Administrative Agent (provided that such endorsements are generally issued by title companies in the applicable jurisdiction).

Appears in 1 contract

Sources: Loan Agreement (KBS Real Estate Investment Trust II, Inc.)

Automatic Deduction and Credit. (a) At all times when any Swap Contract is in effect, the Borrower which is a party to such Swap Contract shall maintain the Checking Account in good standing with Lender. Each Borrower hereby grants to Lender and Swap Counterparty a security interest in any such the Checking Account, and any other accounts and deposit accounts from which Borrower may from time to time authorize Lender to debit payments due on the Loana nd the Swap Contracts. Each Borrower is granting this security interest to Lender and Swap Counterparty for the purpose of securing the Obligations. (b) At all times when any Swap Contract is in effect, all monthly payments owed by Borrowers Borrower under the Note will be automatically deducted on their due dates from the Checking Account (or any other account designated by a Borrower)Account. Lender is hereby authorized to apply the amounts so debited to Borrowers’ Borrower’s obligations under the Loan. Notwithstanding the foregoing, Lender will not automatically deduct the principal payment at maturity from the Checking Account (or any other account designated by a Borrower)Account. (c) At all times when any Swap Contract is in effect, all payments owed by any Borrower (or its affiliate) under any Swap Contract will be automatically deducted on their due dates from the Checking Account (or any other account designated by a Borrower)Account. The preceding sentence includes each Borrower’s authorization for Lender to debit from the Checking Account (or any other account designated by a Borrower) any monetary obligation owed by such Borrower (or its affiliate) to Swap Counterparty following any Early Termination Date, as defined under the Master Agreement. Swap Counterparty is hereby authorized to apply the amounts so debited to the obligations of any Borrower (or its affiliate) under the applicable Swap Contract.

Appears in 1 contract

Sources: Construction Loan Agreement (American Retirement Corp)

Automatic Deduction and Credit. (a) At all times when any Swap Contract is in effect, the Borrower which is a party to such Swap Contract shall maintain the Checking Account in good standing with Lender. Each Borrower hereby grants Administrative Agent, or another financial institution reasonably satisfactory to Lender and Swap Counterparty a security interest in any such Administrative Agent an account (the “Checking Account. Each Borrower is granting this security interest to Lender and Swap Counterparty for the purpose of securing the Obligations”) designated by such Borrower. (b) At all times when any Swap Contract is in effect, all monthly payments owed by Borrowers under the Note Agreement will be automatically deducted on their due dates from the Checking Account (or any other account designated by a Borrower)Account. Lender Administrative Agent is hereby authorized to apply the amounts so debited to Borrowers’ obligations under the Loan. Each Borrower hereby agrees to direct any financial institution where the Checking Account is maintained to allow Administrative Agent to debit the Checking Account as provided herein. Notwithstanding the foregoing, Lender Administrative Agent will not automatically deduct the principal payment at maturity from the Checking Account (or any other account designated by a Borrower). (c) At all times when any Swap Contract is in effecteffect in which Administrative Agent is the Swap Counterparty, all payments owed by any Borrower under any Swap Contract will be automatically deducted on their due dates from the Checking Account (or any other account designated by a Borrower). The preceding sentence includes each Borrower’s authorization for Lender Administrative Agent to debit from the Checking Account (or any other account designated by a Borrower) any monetary obligation owed by such Borrower to Swap Counterparty following any Early Termination Date, as defined under the Master Agreement. Swap Counterparty is hereby authorized to apply the amounts so debited to the obligations of any Borrower under the applicable Swap Contract. (d) Each Borrower shall maintain sufficient funds on the dates when Administrative Agent enters debits authorized by this Agreement. If there are insufficient funds in the Checking Account on any date when Administrative Agent enters any debit authorized by this Agreement, without limiting Administrative Agent’s and Lenders’ other rights and remedies in such an event, the debit will be reversed in whole or in part, in Administrative Agent’s sole and absolute discretion, and such amount not debited shall be deemed to be unpaid and shall be immediately due and payable in accordance with the terms of this Agreement and/or the Swap Contract, as applicable.

Appears in 1 contract

Sources: Loan Agreement (KBS Real Estate Investment Trust III, Inc.)

Automatic Deduction and Credit. (a) At all times when any Swap Contract is in effect, the Borrower which is a party to such Swap Contract shall maintain the Checking Account in good standing with Lender. Each Borrower hereby grants Administrative Agent, or another financial institution reasonably satisfactory to Lender and Swap Counterparty a security interest in any such Administrative Agent an account (the “Checking Account. Each Borrower is granting this security interest to Lender and Swap Counterparty for the purpose of securing the Obligations”) designated by such Borrower. (b) At all times when any Swap Contract is in effect, all monthly payments owed by Borrowers under the Note Agreement will be automatically deducted on their due dates from the Checking Account (or any other account designated by a Borrower)Account. Lender Administrative Agent is hereby authorized to apply the amounts so debited to Borrowers’ obligations under the Loan. Each Borrower hereby agrees to direct any financial institution where the Checking Account is maintained to allow Administrative Agent to debit the Checking Account as provided herein. Notwithstanding the foregoing, Lender Administrative Agent will not automatically deduct the principal payment at maturity from the Checking Account (or any other account designated by a Borrower). (c) At all times when any Swap Contract is in effecteffect in which Administrative Agent is the Swap Counterparty, all payments owed by any Borrower under any Swap Contract will be automatically deducted on their due dates from the Checking Account (or any other account designated by a Borrower). The preceding sentence includes each Borrower’s authorization for Lender Administrative Agent to debit from the Checking Account (or any other account designated by a Borrower) any monetary obligation owed by such Borrower to Swap Counterparty following any Early Termination Date, as defined under the Master Agreement. Swap Counterparty is hereby authorized to apply the amounts so debited to the obligations of any Borrower under the applicable Swap Contract. (d) Each Borrower shall maintain sufficient funds on the dates when Administrative Agent enters debits authorized by this Agreement. If there are insufficient funds in the Checking Account on any date when Administrative Agent enters any debit authorized by this Agreement, without limiting Administrative Agent’s and Lenders’ other rights and remedies in such an event, the debit will be reversed in whole or in part, in Administrative Agent’s sole and absolute discretion, and such amount not debited shall be deemed to be unpaid and shall be immediately due and payable in accordance with the terms of this Agreement and/or the Swap Contract, as applicable. (e) So long as there is no Default existing under this Agreement or any Swap Contract, and provided Administrative Agent is the Swap Counterparty under the Swap Contract, Administrative Agent will automatically credit the Checking Account (or any other account designated by Borrower) for payments owed by Swap Counterparty under the Swap Contract on the dates the foregoing payments become due; provided, however, that if a due date does not fall on a Business Day, Administrative Agent will credit the Checking Account (or other account designated by Borrower) on the first Business Day following such due date.

Appears in 1 contract

Sources: Loan Agreement (KBS Real Estate Investment Trust III, Inc.)

Automatic Deduction and Credit. (a) At all times when any Swap Contract is in effect, the Borrower which is a party to such Swap Contract shall maintain the Checking Account in good standing with Lender. Each Borrower hereby grants Administrative Agent, ▇▇▇▇▇ Fargo Bank, N.A. or another financial institution reasonably satisfactory to Lender and Swap Counterparty a security interest in any such Administrative Agent an account (the “Checking Account. Each Borrower is granting this security interest to Lender and Swap Counterparty for the purpose of securing the Obligations”) designated by Borrower. (b) At all times when any Swap Contract is in effect, all monthly payments owed by Borrowers Borrower under the Note Agreement will be automatically deducted on their due dates from the Checking Account (or any other account designated by a Borrower)Account. Lender Administrative Agent is hereby authorized to apply the amounts so debited to Borrowers’ Borrower’s obligations under the Loan. Borrower hereby agrees to direct any financial institution where the Checking Account is maintained to allow Administrative Agent to debit the Checking Account as provided herein. Notwithstanding the foregoing, Lender Administrative Agent will not automatically deduct the principal payment at maturity from the Checking Account (or any other account designated by a Borrower). (c) At all times when any Swap Contract is in effect, all payments owed by any Borrower under any Swap Contract will be automatically deducted on their due dates from the Checking Account (or any other account designated by a Borrower). The preceding sentence includes each Borrower’s authorization for Lender Administrative Agent to debit from the Checking Account (or any other account designated by a Borrower) any monetary obligation owed by such Borrower to Swap Counterparty following any Early Termination Date, as defined under the Master Agreement. Swap Counterparty is hereby authorized to apply the amounts so debited to the obligations of any Borrower under the applicable Swap Contract. (d) Borrower shall maintain sufficient funds on the dates when Administrative Agent enters debits authorized by this Agreement. If there are insufficient funds in the Checking Account on any date when Administrative Agent enters any debit authorized by this Agreement, without limiting Administrative Agent’s and Lenders’ other rights and remedies in such an event, the debit will be reversed in whole or in part, in Administrative Agent’s sole and absolute discretion, and such amount not debited shall be deemed to be unpaid and shall be immediately due and payable in accordance with the terms of this Agreement and/or the Swap Contract, as applicable. (e) So long as there is no Default existing under this Agreement or any Swap Contract, Administrative Agent will automatically credit the Checking Account (or any other account designated by Borrower) for payments owed by Swap Counterparty under the Swap Contract. Administrative Agent will credit the Checking Account (or any other account designated by Borrower) on the dates the foregoing payments become due; provided, however, that if a due date does not fall on a Business Day, Administrative Agent will credit the Checking Account (or any other account designated by Borrower) on the first Business Day following such due date. Borrower’s option to extend the Maturity Date to the Extended Maturity Date shall be subject to the following conditions being satisfied by Borrower at Borrower’s sole expense: 1. Borrower shall have delivered to Administrative Agent a written notice of Borrower’s election to extend the Maturity Date no later than sixty (60) days, but no earlier than one hundred twenty (120) days, prior to the Initial Maturity Date. 2. No Default or Potential Default shall have occurred and then be continuing as of (i) the date of Borrower’s notice of election to extend the Maturity Date or (ii) the Initial Maturity Date; 3. Current financial statements regarding Borrower and Guarantor (dated not earlier than thirty (30) days prior to the request for extension) and all other financial statements and other information as may be required under the Loan Documents regarding Borrower, Guarantor and the Property (as hereinafter defined), shall have been submitted promptly to Administrative Agent, and there shall not have occurred, in the reasonable opinion of Administrative Agent, any material adverse change in the business or financial condition of Borrower, Guarantor, or in the Property or in any other state of facts submitted to Administrative Agent in connection with the Loan Documents, from that which existed on the date of this Agreement. This condition shall be deemed satisfied to the extent that Borrower and Guarantor have complied with the reporting requirements set forth in Section 4.8 of this Agreement. 4. Whether or not the extension becomes effective, Borrower shall pay all out-of-pocket costs and expenses incurred by Administrative Agent in connection with the proposed extension (pre- and post-closing), including appraisal fees and reasonable attorneys’ fees actually incurred by Administrative Agent; all such costs and expenses incurred up to the time of Administrative Agent’s written agreement to the extension shall be due and payable on or prior to Administrative Agent’s execution of that agreement (or if the proposed extension does not become effective, then upon demand by Administrative Agent), and any future failure to pay such amounts shall constitute a Default. 5. Administrative Agent shall have received and approved the most recent MAI appraisal of the Property (which MAI appraisal must be dated no more than twelve (12) months prior to the Initial Maturity Date) meeting all applicable regulatory requirements, taking into account then-current market conditions. 6. Not later than the Initial Maturity Date, (i) the extension shall have been consented to and documented to Administrative Agent’s satisfaction by Borrower, Guarantor and Administrative Agent; and (ii) Administrative Agent shall have been provided with an updated title report and judgment and lien searches, and appropriate title insurance endorsements shall have been issued as reasonably required by Administrative Agent (provided that such endorsements are generally issued by title companies in the applicable jurisdiction).

Appears in 1 contract

Sources: Loan Agreement (KBS Strategic Opportunity REIT, Inc.)

Automatic Deduction and Credit. (a) At all times when any Swap Contract is in effect, the Borrower which is a party to such Swap Contract shall maintain the Checking Account in good standing with Lender. Each Borrower hereby grants to Lender and Swap Counterparty a security interest in any such the Checking Account, and any other accounts and deposit accounts from which Borrower may from time to time authorize Lender to debit payments due on the Loan and the Swap Contracts. Each Borrower is granting this security interest to Lender and Swap Counterparty for the purpose of securing the Obligations. (b) At all times when any Swap Contract is in effect, all monthly payments owed by Borrowers Borrower under the Note will be automatically deducted on their due dates from the Checking Account (or any other account designated by a Borrower)Account. Lender is hereby authorized to apply the amounts so debited to Borrowers’ Borrower’s obligations under the Loan. Notwithstanding the foregoing, Lender will not automatically deduct the principal payment at maturity from the Checking Account (or any other account designated by a Borrower)Account. (c) At all times when any Swap Contract is in effect, all payments owed by any Borrower (or its Affiliate) under any Swap Contract will be automatically deducted on their due dates from the Checking Account (or any other account designated by a Borrower)Account. The preceding sentence includes each Borrower’s authorization for Lender to debit from the Checking Account (or any other account designated by a Borrower) any monetary obligation owed by such Borrower (or its Affiliate) to Swap Counterparty following any Early Termination Date, as defined under the Master Agreement. Swap Counterparty is hereby authorized to apply the amounts so debited to the obligations of any Borrower (or its Affiliate) under the applicable Swap Contract. (d) Lender will debit the Checking Account on the dates the foregoing payments become due; provided, however, that if a due date does not fall on a Banking Day, Lender will debit the Checking Account on the first Banking Day following such due date. (e) Borrower shall maintain sufficient funds on the dates when Lender enters debits authorized by this Agreement. If there are insufficient funds in the Checking Account on any date when Lender enters any debit authorized by this Agreement, without limiting Lender’s other remedies in such an event, the debit will be reversed in whole or in part, in Lender’s sole and absolute discretion, and such amount not debited shall be deemed to be unpaid and shall be immediately due and payable in accordance with the terms of the Note and/or the Swap Contract, as applicable. (f) So long as there is no Event of Default existing under this Agreement or any Swap Contract, Lender will automatically credit the Checking Account for payments owed by Swap Counterparty under the Swap Contract. Lender will credit the Checking Account on the dates the foregoing payments become due; provided, however, that if a due date does not fall on a Banking Day, Lender will credit the Checking Account on the first Banking Day following such due date. To the extent Borrower, as of any Determination Date, fails to satisfy a Debt Service Coverage Ratio of at least 1.10 to 1.00 (any such Determination Date constituting a “Cash Sweep Determination Date”), Borrower shall either: (a) on or prior to the date which is ten (10) days following the end of each calendar month ending after such Cash Sweep Determination Date and until the occurrence of a Cash Sweep Termination Date (i) deliver to Lender a detailed, Borrower-certified calculation of its Free Cash Flow for such calendar month; and (ii) cause 100% of Free Cash Flow for each such calendar month to be delivered to directly to an account designated by Lender for Lender’s account and application to the then-outstanding due and unpaid Obligations in such order as Lender may, in its discretion, determine; or (b) make, within ten (10) days following such Cash Sweep Determination Date, a prepayment against the outstanding principal balance of the Loan (in accordance with the prepayment provisions of the Note) in an amount sufficient to cause the Debt Service Coverage Ratio, as calculated on a pro forma basis for the applicable Cash Sweep Determination Date and taking into account the pro forma reduction in Debt Service that results from such prepayment, to be at least 1.30 to 1.00. To the extent a Cash Sweep Determination Date occurs and Borrower fails to satisfy the requirements of either clause (a) or (b) above, it shall, notwithstanding anything contained herein to the contrary, constitute an immediate Event of Default under this Agreement. As used in this Schedule 6, the following terms shall have the meanings specified below:

Appears in 1 contract

Sources: Term Loan Agreement (Inland Diversified Real Estate Trust, Inc.)