Common use of Casualty and Condemnation Events Clause in Contracts

Casualty and Condemnation Events. (a) If any damage to a Collateral Pool Property, in whole or in part, by fire or other casualty or any condemnation of any Collateral Pool Property, in whole or in part, shall occur with respect to any Collateral Pool Property (a “Casualty/Condemnation Event”), the OP Borrower shall give prompt notice of such damage or condemnation to the Administrative Agent in accordance with Section 13.5 [Notices; Effectiveness; Electronic Communication]. The applicable Collateral Pool Loan Party shall promptly commence and diligently prosecute the completion of the repair and restoration of the applicable Collateral Pool Property as nearly as possible to the condition the Collateral Pool Property was in immediately prior to such Casualty/Condemnation Event. Provided the extent of damage or condemnation is reasonably expected to be less than $10,000,000 (an “Immaterial Casualty/Condemnation Event”), and the applicable Collateral Pool Loan Party delivers to the Administrative Agent a written undertaking to expeditiously commence and to satisfactorily complete with due diligence the restoration of such Collateral Pool Property, the Administrative Agent shall cause, and the Lenders hereby authorize the Administrative Agent to cause, all insurance proceeds payable as a result of such Casualty/Condemnation Event to be disbursed to the OP Borrower or the applicable Collateral Pool Loan Party for the restoration of such Collateral Pool Property. In the event the extent of damage or condemnation is expected to be equal to or more than $10,000,000 (a “Material Casualty/Condemnation Event”), (i) the insurance proceeds payable as a result of such Material Casualty/Condemnation Event shall be deposited into one or more interest-bearing accounts controlled by the Administrative Agent and pledged as additional collateral for (A) if the applicable Collateral Pool Property is owned by the California Collateral Pool Guarantor, the Guaranteed Obligations (as defined in the Guaranty Agreement executed by the California Collateral Pool Guarantor) and (B) otherwise, for the Obligations, and (ii) such insurance proceeds shall be disbursed from such account(s) to the applicable Collateral Pool Loan Party to the extent required for the restoration of the applicable Collateral Pool Property in accordance with the applicable Mortgage; provided that, following restoration of such Collateral Pool Property, if any surplus proceeds remain on deposit in any such account, the Administrative Agent shall make such surplus proceeds available to the Collateral Pool Loan Party that owns the impacted Collateral Pool Property so long as (i) no Potential Default or Event of Default exists and (ii) the sum of (A) the outstanding principal balance of Revolving Credit Loans, plus (B) the outstanding principal balance of Swingline Loans, plus (C) the aggregate undrawn face amount of outstanding Letters of Credit issued pursuant to Section 2.8 [Letter of Credit Subfacility] does not exceed the Borrowing Base Amount. (b) Within ten (10) Business Days of the occurrence of a Material Casualty/Condemnation Event with respect to a Collateral Pool Property (the “Affected Property”), the OP Borrower shall deliver to the Administrative Agent a Borrowing Base Certificate recalculating the Borrowing Base Amount based upon the most recent information available to the OP Borrower with respect to each of the Collateral Pool Properties, however, for purposes of calculating the Net Operating Income of the Affected Property, rents and other revenues received from any tenant of a unit that was leased prior the date of the applicable Material Casualty/Condemnation Event but was rendered untenantable by such Material Casualty/Condemnation Event or with respect to which the applicable lease was terminated as a result of such Material Casualty/Condemnation Event shall be excluded. Notwithstanding the terms of Section 5.3 [Mandatory Prepayment] to the contrary, if the Borrowing Base Certificate delivered by OP Borrower pursuant to the foregoing confirms that the sum of (i) the outstanding principal balance of Revolving Credit Loans, plus (ii) the outstanding principal balance of Swingline Loans, plus (iii) the aggregate undrawn face amount of outstanding Letters of Credit issued pursuant to Section 2.8 [Letter of Credit Subfacility] exceeds the Borrowing Base Amount (such excess, the “Excess Usage”), then within ten (10) Business Days after the OP Borrower’s delivery to the Administrative Agent of such Borrowing Base Certificate, the Borrowers shall make a mandatory prepayment of principal equal to the amount of the Excess Usage, together with accrued interest on such principal amount. For avoidance of doubt, and notwithstanding anything to the contrary herein, following a Material Casualty/Condemnation Event, the Borrowers may not request or receive any Revolving Credit Loans or Swingline Loans, or request the issuance of, or be issued, a Letter of Credit hereunder until such time as the OP Borrower has delivered to the Administrative Agent an updated Borrowing Base Certificate, confirming the Borrowing Base Amount, as calculated pursuant to the foregoing. From and after delivery of such Borrowing Base Certificate, and until such time as (x) restoration of the Affected Property has been completed and (y) the Administrative Agent has received a new Appraisal of the Affected Property, the Borrowing Base Amount (as it relates to the Affected Property) shall be calculated in accordance with the foregoing.

Casualty and Condemnation Events. If between the Closing Date and June 30, 1999 any of the Identified Space with respect to which no Additional Equity Value or Additional Consideration has previously been paid pursuant to a Qualified New Lease, Qualified Replacement Lease or Master Lease becomes unfit for occupancy as a result of a casualty or condemnation event, then the Operating Partnership shall have the option either (a) If any damage to a Collateral Pool Propertyextend both the June 30, 1999 outside date for payment of the Additional Equity Value set forth in whole or in partSection 1.6(a) and the June 30, by fire or other casualty or any condemnation of any Collateral Pool Property, in whole or in part, shall occur 1999 Additional Valuation Date with respect to any Collateral Pool Property such unfit premises until the date on which such space is restored and rendered fit for occupancy (subject to completion of customary tenant improvements) plus a “Casualty/Condemnation Event”), the OP Borrower shall give prompt notice period of such damage or condemnation time equal to the Administrative Agent in accordance with Section 13.5 [Notices; Effectiveness; Electronic Communication]. The applicable Collateral Pool Loan Party shall promptly commence and diligently prosecute the completion number of the repair and restoration of the applicable Collateral Pool Property as nearly as possible to the condition the Collateral Pool Property was in immediately prior to days such Casualty/Condemnation Event. Provided the extent of damage or condemnation is reasonably expected to be less than $10,000,000 (an “Immaterial Casualty/Condemnation Event”), and the applicable Collateral Pool Loan Party delivers to the Administrative Agent a written undertaking to expeditiously commence and to satisfactorily complete with due diligence the restoration of such Collateral Pool Property, the Administrative Agent shall cause, and the Lenders hereby authorize the Administrative Agent to cause, all insurance proceeds payable space remained unfit for occupancy as a result of such Casualty/Condemnation Event casualty or condemnation event prior to be disbursed and including June 30, 1999, or (b) to pay to the OP Borrower Existing Partners (as set forth on Exhibit S) an amount equal to the Additional Equity Value or Additional Consideration, as applicable, which would be payable if such unfit Identified Space was leased pursuant to a Qualified New Lease or Qualified Replacement Lease, as applicable, in each case at 75% of the applicable Collateral Pool Loan Party rent set forth for such space in the restoration Stabilized Leasing Plan. The Operating Partnership shall provide notice to the Contributors within twelve months of the date of such Collateral Pool Property. In the event the extent of damage casualty or condemnation is expected event of its good faith determination as to be whether it will or will not restore the damaged Identified Space. If the Operating Partnership elects not to restore, then the Operating Partnership shall pay to the Existing Partners at the time of such notice an amount equal to or more than $10,000,000 the product of (a “Material Casualty/Condemnation Event”), (iA) the total net casualty insurance proceeds payable or net condemnation award proceeds (or payments from a governmental authority in lieu thereof) received (or which will be received) by the Operating Partnership as a result of such Material Casualty/Condemnation Event shall be deposited into one casualty or more interest-bearing accounts controlled by the Administrative Agent and pledged as additional collateral for (A) if the applicable Collateral Pool Property is owned by the California Collateral Pool Guarantor, the Guaranteed Obligations (as defined in the Guaranty Agreement executed by the California Collateral Pool Guarantor) condemnation event and (B) otherwisea fraction, the numerator of which is the rentable area in square feet of the Identified Space rendered unfit by such casualty or condemnation event and the denominator of which is the total rentable area in square feet of the premises in the applicable Property rendered unfit by such casualty or condemnation event, in satisfaction of its obligation to pay the Additional Equity Value or Additional Consideration, as applicable, with respect to such damaged Identified Space. Notwithstanding the foregoing, if after giving such notice that it will not restore such damaged Identified Space, the Operating Partnership does so restore such space and make it fit for occupancy at any time within twenty-four (24) months after giving such notice to the ObligationsContributors, and (ii) then Contributors' rights to lease such insurance proceeds restored Identified Space pursuant to a Qualified New Lease, Qualified Replacement Lease, or Master Lease shall be disbursed from such account(sresurrected, the June 30, 1999 Additional Valuation Date shall be extended as set forth in clause (a) to the applicable Collateral Pool Loan Party to the extent required for the restoration of the applicable Collateral Pool Property first sentence of this Section 1.6(h) and the Contributors shall be entitled to Additional Equity Value or Additional Consideration as applicable, with respect thereto in accordance with the applicable Mortgage; provided thatprovisions of this Section 1.6, following restoration of such Collateral Pool Property, if any surplus proceeds remain on deposit in any such account, less the Administrative Agent shall make such surplus proceeds available to the Collateral Pool Loan Party that owns the impacted Collateral Pool Property so long as (i) no Potential Default or Event of Default exists and (ii) the sum of (A) the outstanding principal balance of Revolving Credit Loans, plus (B) the outstanding principal balance of Swingline Loans, plus (C) the aggregate undrawn face amount of outstanding Letters of Credit issued any insurance proceeds or condemnation award proceeds paid to Contributors as set forth above. If the Operating Partnership has not paid the Existing Partners pursuant to Section 2.8 [Letter of Credit Subfacility] does not exceed the Borrowing Base Amount. clause (b) Within ten in the first sentence of this Section 1.6(h) and has elected to restore the damaged Identified Space as set forth above, but such damaged space has not been restored and rendered fit for occupancy (10subject to completion of customary tenant improvements) Business Days of the occurrence of a Material Casualty/Condemnation Event with respect to a Collateral Pool Property within twenty-four (the “Affected Property”), the OP Borrower shall deliver to the Administrative Agent a Borrowing Base Certificate recalculating the Borrowing Base Amount based upon the most recent information available to the OP Borrower with respect to each of the Collateral Pool Properties, however, for purposes of calculating the Net Operating Income of the Affected Property, rents and other revenues received from any tenant of a unit that was leased prior 24) months after the date of the applicable Material Casualty/Condemnation Event but was rendered untenantable by casualty or condemnation event, then the Operating Partnership shall pay to the Contributors, the amount set forth in such Material Casualty/Condemnation Event or with respect to which the applicable lease was terminated as a result of such Material Casualty/Condemnation Event shall be excludedclause (b) above. Notwithstanding the terms of Section 5.3 [Mandatory Prepayment] to the contrary, if the Borrowing Base Certificate delivered by OP Borrower pursuant to the foregoing confirms that the sum of (i) the outstanding principal balance of Revolving Credit Loans, plus (ii) the outstanding principal balance of Swingline Loans, plus (iii) the aggregate undrawn face amount of outstanding Letters of Credit issued pursuant to Section 2.8 [Letter of Credit Subfacility] exceeds the Borrowing Base Amount (such excess, the “Excess Usage”), then within ten (10) Business Days after the OP Borrower’s delivery to the Administrative Agent of such Borrowing Base Certificate, the Borrowers shall make a mandatory prepayment of principal equal to the amount of the Excess Usage, together with accrued interest on such principal amount. For avoidance of doubt, and notwithstanding anything to the contrary set forth herein, following if in restoring the damage caused by casualty or a Material Casualty/Condemnation Eventcondemnation event, the Borrowers may not request or receive Operating Partnership reconfigures the Property such that any Revolving Credit Loans or Swingline Loansof the unfit Identified Space is no longer rentable space, or request then the issuance of, or be issued, a Letter of Credit hereunder until such time as the OP Borrower has delivered Operating Partnership shall pay to the Administrative Agent an updated Borrowing Base Certificate, confirming Contributors the Borrowing Base Amount, as calculated pursuant amount set forth in clause (b) in the first sentence of this Section 1.6(h) with respect to the foregoing. From and after delivery of such Borrowing Base Certificate, and until such time as (x) restoration of the Affected Property has been completed and (y) the Administrative Agent has received a new Appraisal of the Affected Property, the Borrowing Base Amount (as it relates to the Affected Property) shall be calculated in accordance with the foregoingIdentified Space.