Liquidation Events. (a) In the event of (i) any Casualty to all or any portion of the Property, (ii) any Condemnation of all or any portion of the Property, (iii) a Transfer of the Property or the First Mezzanine Collateral, (iv) any refinancing of the Property or the Mortgage Loan or the First Mezzanine Loan or (v) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be deposited with Lender. On each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower shall prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid to Borrower. Any prepayment received by Lender pursuant to this Section 2.5.2 on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date. (b) Borrower shall promptly notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of the Property on the date on which a contract of sale for such sale is entered into by Mortgage Borrower, and a foreclosure sale, on the date notice of such foreclosure sale is given to Mortgage Borrower, and (ii) a refinancing of the Property or the First Mezzanine Loan, on the date on which a commitment for such refinancing has been entered into by Mortgage Borrower or First Mezzanine Borrower, as applicable. The provisions of this Section 2.5.2 shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of the Mortgage Loan, the First Mezzanine Loan or Transfer of the Property set forth in this Agreement, the other Loan Documents, the First Mezzanine Loan Documents and the Mortgage Loan Documents. (c) In each instance of prepayment under this Section 2.5.2, Borrower shall be required to pay all other amounts then due hereunder and no principal amount repaid may be reborrowed.
Appears in 2 contracts
Sources: Second Mezzanine Loan Agreement, Second Mezzanine Loan Agreement (KBS Real Estate Investment Trust, Inc.)
Liquidation Events. (a) In the event of (i) any Casualty to all or any portion of the PropertyProperties, (ii) any Condemnation of all or any portion of the PropertyProperties, or (iii) a Transfer of the Property or the First Mezzanine Collateral, (iv) any refinancing of the Property or the Mortgage Loan or the First Mezzanine Loan or (v) the receipt claims made by any Mortgage Borrower of any excess proceeds realized under its ownerthe applicable Owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect Title Policy (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be deposited with paid to Lender. On each the Payment Date next following the date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower shall prepay the outstanding principal balance of the Note Outstanding Principal Balance in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid first to Borrowerany Other Obligations of a monetary nature then outstanding which are owed to Lender, and any balance disbursed to Borrower within 2 Business Days following all such payments to Lender. Any prepayment received by Lender pursuant to this Section 2.5.2 2.4.2 (a) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of BorrowerLoan, and shall be applied by Lender on the next Monthly Payment Date. Other than following an Event of Default, no Yield Maintenance Premium shall be due in connection with any prepayment made as a result of any events described in this Section 2.4.2(a).
(b) Borrower shall promptly notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of the any Property on the date on which a contract of sale for such sale is entered into by Mortgage Borrowerinto, and a foreclosure sale, on the date notice of such foreclosure sale is given to Mortgage Borrowergiven, and (ii) a refinancing of the Property or the First Mezzanine Loanany Property, on the date on which a commitment for such refinancing has been entered into by Mortgage Borrower or First Mezzanine Borrower, as applicableinto. The provisions of this Section 2.5.2 2.4.2(b) shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing or voluntary prepayment of the Mortgage Loan, the First Mezzanine Loan or Transfer of the any Property set forth in this Agreement, the other Loan Documents, the First Mezzanine Loan Documents and the Mortgage Loan Documents.
(c) In each instance of prepayment under this Section 2.5.2, Borrower shall be required to pay all other amounts then due hereunder and no principal amount repaid may be reborrowed.
Appears in 2 contracts
Sources: Mezzanine Loan Agreement (Cole Credit Property Trust Inc), Mezzanine Loan Agreement (Cole Credit Property Trust III, Inc.)
Liquidation Events. The occurrence of any of the following events shall be a "Liquidation Event":
(a) In the event of that (i) any Casualty to all or any portion an Underlying Security Default shall occur which under the terms of the Property, Swap Agreement results in the termination of at least one but fewer than all Transactions under the Swap Agreement or (ii) any Condemnation of all Underlying Security held by the Trust becomes a Disqualified Underlying Security, but the Trust holds one or any portion more other Underlying Securities which are not Disqualified Underlying Securities, and a Trust Wind-Up Event has not otherwise occurred, then a Liquidation Event shall occur; provided, however, that no Liquidation Event shall occur pursuant to clause (ii) unless (x) the liquidation of the PropertyAffected Underlying Securities shall not cause a loss of principal of or interest on the Certificates, (iiiy) a Transfer such Liquidation Event occurs with the consent or at the request of Certificateholders holding at least 51% of the Property aggregate Certificate Principal Balance or (z) the Underlying Security Issuer declares its intention to cease being a Reporting Issuer or the First Mezzanine Collateral, (ivUnderlying Security Issuer for more than a year fails to file the required reports and other information with the Securities and Exchange Commission or another applicable agency pursuant to Section 12(1) any refinancing of the Property or Exchange Act. If such Liquidation Event occurs, the Mortgage Loan or the First Mezzanine Loan or Affected Underlying Securities (vand, if necessary, other Trust Property) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be deposited with Lender. On each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower shall prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid sold to Borrower. Any prepayment received by Lender pursuant the extent necessary to this Section 2.5.2 on a date other than a Monthly pay any Termination Payment Date applicable to the Affected Transaction under the Swap Agreement, and the remainder shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing distributed to the benefit of BorrowerHolders in accordance with Section 9.03, and but the Trust shall be applied by Lender on the next Monthly Payment Datecontinue thereafter.
(b) Borrower shall promptly notify Lender of In the event that any Transaction under a Swap Agreement becomes a Disqualified Transaction but the Trust holds one or more other Underlying Securities other than the Affected Underlying Securities which are not Disqualified Underlying Securities and a Trust Wind-Up Event has not otherwise occurred, then a Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of occur if (i) a sale (other than a foreclosure sale) the liquidation of the Property Affected Underlying Securities shall not cause a loss of principal of or interest on the date on which a contract of sale for such sale is entered into by Mortgage Borrower, and a foreclosure sale, on the date notice of such foreclosure sale is given to Mortgage Borrower, and Certificates or (ii) a refinancing such Liquidation Event occurs with the consent or at the request of Certificateholders holding at least 51% of the Property or aggregate Certificate Principal Balance. If such Liquidation Event occurs, then the First Mezzanine LoanAffected Underlying Securities (and, on if necessary, other Trust Property) shall be sold to the date on which a commitment for such refinancing has been entered into by Mortgage Borrower or First Mezzanine Borrower, as applicable. The provisions of this Section 2.5.2 shall not be construed extent necessary to contravene in pay any manner Termination Payment applicable to the restrictions and other provisions regarding refinancing of Disqualified Transaction under the Mortgage Loan, the First Mezzanine Loan or Transfer of the Property set forth in this Swap Agreement, the other Loan Documents, the First Mezzanine Loan Documents and the Mortgage Loan Documentsremainder shall be distributed to the Holders in accordance with Section 9.03, but the Trust shall continue thereafter.
(c) In each instance the event that any Credit Support becomes Disqualified Credit Support but a Trust Wind-Up Event has not otherwise occurred, then a Liquidation Event shall occur if (i) a termination of prepayment under this Section 2.5.2such Credit Support shall not cause a loss of principal of and interest on the Certificates or (ii) such Liquidation Event occurs with the consent or at the request of Certificateholders holding at least 51% of the aggregate Certificate Principal Balance. If such Liquidation Event occurs, Borrower then such Credit Support shall be required terminated and any proceeds of such termination shall be distributed pro rata to pay all other amounts then due hereunder and no principal amount repaid may be reborrowedthe Holders, but the Trust shall continue thereafter.
Appears in 2 contracts
Sources: Trust Agreement (Comcertz Abs Corp), Trust Agreement (Comcertz Abs Corp)
Liquidation Events. (a) In the event of (i) any Casualty to all or any portion of the PropertyProperties, (ii) any Condemnation of all or any portion of the PropertyProperties, (iii) a Transfer of all or any portion of the Property or Properties, other than a Transfer in accordance with Section 5.2.10(e) hereof pursuant to which the First Mezzanine CollateralLoan is assumed by the transferee, (iv) any refinancing of the Property Properties or the Mortgage Loan or the First Mezzanine Loan Loan, or (v) the receipt by Mortgage Borrower Borrowers of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower Borrowers to cure any title defect (each, a “Liquidation Event”), Borrower Borrowers shall cause the related Net Liquidation Proceeds After Debt Service to be deposited with Lenderdirectly into the Mezzanine Cash Management Account. On each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower Borrowers shall prepay the outstanding principal balance of the Note Outstanding Principal Balance in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service, together with interest that would have accrued on such amount through the next Payment Date. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid to BorrowerBorrowers. Any prepayment received by Lender pursuant to this Section 2.5.2 2.4.7(a) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of BorrowerBorrowers, and shall be applied by Lender on the next Monthly Payment Date. Other than following an Event of Default, no Prepayment Premium shall be due in connection with any prepayment made pursuant to this Section 2.4.7(a)(i) or (ii).
(b) Borrower Borrowers shall promptly immediately notify Lender of any Liquidation Event once either Borrower has knowledge of such event. Borrower Borrowers shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of any of the Property Properties on the date on which a contract of sale for such sale is entered into by Mortgage Borrowerinto, and a foreclosure sale, on the date notice of such foreclosure sale is given to Mortgage Borrowergiven, and (ii) a refinancing of any of the Property or the First Mezzanine LoanProperties, on the date on which a commitment for such refinancing has been entered into by Mortgage Borrower or First Mezzanine Borrower, as applicableinto. The provisions of this Section 2.5.2 2.4.7, shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of the Mortgage Loan, the First Mezzanine Loan or Transfer of the Property Properties set forth in this Agreement, the other Loan Documents, the First Mezzanine Loan Documents and and/or the Mortgage Loan Documents.
(c) In each instance of prepayment under , whether or not notice is given pursuant to this Section 2.5.2, Borrower shall be required to pay all other amounts then due hereunder and no principal amount repaid may be reborrowed2.4.7.
Appears in 2 contracts
Sources: Loan Agreement (MPG Office Trust, Inc.), Loan Agreement (MPG Office Trust, Inc.)
Liquidation Events. (a) In the event of (i) any Casualty to all or any portion of the any Individual Property, (ii) any Condemnation of all or any portion of the any Individual Property, (iii) a Transfer of any Individual Property in connection with realization thereon by the Property Mortgage Lender following an Event of Default under the Mortgage Loan, including without limitation a foreclosure sale, or the First Mezzanine Collateral, (iv) any refinancing of the any Individual Property or the Mortgage Loan or the First Mezzanine Loan or (v) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be deposited with directly into an account designated by Lender. On each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower if such date is a Payment Date, such Net Liquidation Proceeds After Debt Service shall prepay be applied to the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service, together with interest that would have accrued on such amount through the next Payment Date and all other sums then due. Any amounts In the event Lender receives a distribution of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid to Borrower. Any prepayment received by Lender pursuant to this Section 2.5.2 on a date other than a Monthly Payment Date Date, such amounts shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date.
(b) Borrower shall promptly immediately notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of the any Individual Property on the date on which a contract of sale for such sale is entered into by Mortgage Borrowerinto, and a foreclosure sale, on the date notice of such foreclosure sale is given to Mortgage Borrowergiven, and (ii) a refinancing of the Property or the First Mezzanine Loanany Individual Property, on the date on which a commitment for such refinancing has been is entered into by Mortgage Borrower or First Mezzanine Borrower, as applicableinto. The provisions of this Section 2.5.2 2.3.2 shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of the Mortgage Loan, the First Mezzanine Loan or Transfer of the Property set forth in this Agreement, Agreement and the other Loan Documents, the First Mezzanine Loan Documents and the Mortgage Loan Documents.
(c) In each instance of prepayment under this Section 2.5.2, Borrower shall be required to pay all other amounts then due hereunder and no principal amount repaid may be reborrowed.
Appears in 2 contracts
Sources: Mezzanine Loan Agreement (Meristar Hospitality Operating Partnership Lp), Mezzanine Loan Agreement (Meristar Hospitality Corp)
Liquidation Events. (a) In the event of (i) any Casualty to all or any all or any portion of the Property, (ii) any Condemnation of all or any portion of the Property, (iii) a Transfer of the Property or Property, other than a Transfer in accordance with Section 5.2.10(f) pursuant to which the First Mezzanine CollateralLoan is assumed by the transferee, (iv) any refinancing of the Property or the Mortgage Loan or the First Mezzanine Loan Loan, or (v) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be deposited with Lenderdirectly into the Mezzanine Cash Management Account. On each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower shall prepay the outstanding principal balance of the Note Outstanding Principal Balance in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service, together with interest that would have accrued on such amount through the next Payment Date. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid to Borrower. Any prepayment received by Lender pursuant to this Section 2.5.2 2.4.4(a) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date. Other than following an Event of Default, no Prepayment Premium shall be due in connection with any prepayment made pursuant to this Section 2.4.4(a)(i) or (ii).
(b) Borrower shall promptly immediately notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of the Property on the date on which a contract of sale for such sale is entered into by Mortgage Borrowerinto, and a foreclosure sale, on the date notice of such foreclosure sale is given to Mortgage Borrowergiven, and (ii) a refinancing of the Property or the First Mezzanine LoanProperty, on the date on which a commitment for such refinancing has been entered into by Mortgage Borrower or First Mezzanine Borrower, as applicableinto. The provisions of this Section 2.5.2 2.4.4 shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of the Mortgage Loan, the First Mezzanine Loan or Transfer of the Property set forth in this Agreement, the other Loan Documents, the First Mezzanine Loan Documents and the Mortgage Loan Documents.
(c) In each instance of prepayment under this Section 2.5.2, Borrower shall be required to pay all other amounts then due hereunder and no principal amount repaid may be reborrowed.
Appears in 2 contracts
Sources: Loan Agreement (Maguire Properties Inc), Loan Agreement (Maguire Properties Inc)
Liquidation Events. (a) In Upon the event occurrence of (i) any Casualty to all or any portion of the an Individual Property, (ii) any Condemnation of all or any portion of the an Individual Property, (iii) a Transfer of the an Individual Property or the First Mezzanine Collateralin connection with realization thereon following a Mortgage Loan Default, including a foreclosure sale, (iv) any refinancing of the Property or the Mortgage Loan or the First Mezzanine Loan Loan, or (v) the receipt by Mortgage Borrower a release of any excess proceeds realized under its owner’s title insurance policy after application Individual Property in accordance with the provisions of such proceeds by the Mortgage Borrower to cure any title defect Loan Agreement (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be deposited with Lenderdirectly into the Mezzanine Collection Account. On each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower shall prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service, together with interest that would have accrued on such amount through the next Payment Date. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid to Borrower. Any prepayment received by Lender pursuant to this Section 2.5.2 2.5(a) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date.
(b) Borrower shall promptly immediately notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of the an Individual Property on the date on which a contract of sale for such sale is entered into by Mortgage Borrowerinto, and a foreclosure sale, on the date notice of such foreclosure sale is given to Mortgage Borrowergiven, and (ii) a refinancing of the Property or the First Mezzanine LoanProperty, on the date on which a commitment for such refinancing has been entered into by Mortgage Borrower or First Mezzanine Borrower, as applicableinto. The provisions of this Section 2.5.2 2.5(b) shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of the Mortgage Loan, the First Mezzanine Loan or Transfer of the Property set forth in this Agreement, the other Loan Documents, the First Mezzanine Loan Documents and the Mortgage Loan Documents.
(c) In each instance of prepayment under this Section 2.5.2, Borrower shall be required to pay all other amounts then due hereunder and no principal amount repaid may be reborrowed.
Appears in 2 contracts
Sources: Mezzanine Loan Agreement, Mezzanine Loan Agreement (TNP Strategic Retail Trust, Inc.)
Liquidation Events. (a) In the event of (i) any Casualty to all or any all or any portion of the Property, (ii) any Condemnation of all or any portion of the Property, (iii) a Transfer of the Property or the First Mezzanine CollateralProperty, (iv) any refinancing of the Property or the Mortgage Loan or the First Mezzanine Loan Loan, or (v) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be deposited with Lenderdirectly into the Mezzanine Cash Management Account. On each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower shall prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service, together with interest that would have accrued on such amount through the next Payment Date. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid to Borrower. Any prepayment received by Lender pursuant to this Section 2.5.2 2.4.4(a) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender to the Outstanding Principal Balance on the next Monthly Payment Date.
(b) Borrower shall promptly immediately notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of the Property on the date on which a contract of sale for such sale is entered into by Mortgage Borrowerinto, and a foreclosure sale, on the date notice of such foreclosure sale is given to Mortgage Borrowergiven, and (ii) a refinancing of the Property or the First Mezzanine LoanProperty, on the date on which a commitment for such refinancing has been entered into by Mortgage Borrower or First Mezzanine Borrower, as applicableinto. The provisions of this Section 2.5.2 2.4.2 shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of the Mortgage Loan, the First Mezzanine Loan or Transfer of the Property set forth in this Agreement, the other Loan Documents, the First Mezzanine Loan Documents and the Mortgage Loan Documents.
(c) In each instance of prepayment under this Section 2.5.2, Borrower shall be required to pay all other amounts then due hereunder and no principal amount repaid may be reborrowed.
Appears in 1 contract
Sources: Mezzanine Loan Agreement (CNL Income Properties Inc)
Liquidation Events. (a) In the event of (i) any Casualty to all or any portion of the PropertyProperties or any material portion of any Individual Property thereof, (ii) any Condemnation of all or any portion of the PropertyProperties or any material portion of any Individual Property thereof, (iii) a Transfer of the any Mezzanine Collateral or any Individual Property in connection with realization thereon following a Mezzanine Loan Event of Default or the First Mezzanine CollateralMortgage Loan Event of Default, as applicable, including, without limitation, a foreclosure sale, or (iv) any refinancing of the any Individual Property or the Mortgage Loan or the First Mezzanine Loan or (v) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service (in excess of amounts required to pay the Mezzanine Loan in full) to be deposited with Lenderdirectly into the Junior Mezzanine Debt Service Account. On each date on which Lender actually receives a distribution of such portion of Net Liquidation Proceeds After Debt Service, Borrower shall prepay the outstanding principal balance of the Note Loan in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service, together with interest that would have accrued on such amount through the next Payment Date. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid to Borrower. Any prepayment received by Lender pursuant to this Section 2.5.2 2.4.2(a) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date. Other than following an Event of Default, no Prepayment Premium or Spread Maintenance Payment shall be due in connection with any prepayment made pursuant to clause (i) or (ii) of this Section 2.4.2(a). Any partial prepayment under this Section 2.4.2(a) shall be applied to the last payments of principal due under the Loan.
(b) Borrower shall promptly immediately notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of the any Individual Property on the date on which a contract of sale for such sale is entered into by Mortgage Borrowerinto, and a foreclosure sale, on the date notice of such foreclosure sale is given to Mortgage Borrowergiven, and (ii) a refinancing of the Property or the First Mezzanine Loanany Individual Property, on the date on which a firm commitment for such refinancing has been entered into by Mortgage Borrower or First Mezzanine Borrower, as applicableinto. The provisions of this Section 2.5.2 2.4.2 shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of the Mortgage Loan, Loan or the First Mezzanine Loan or the Transfer of the Property Properties, the Collateral or the Mezzanine Collateral set forth in this Agreement, the other Loan Documents, the First Mezzanine Loan Documents and the Mortgage Mezzanine Loan Documents.
(c) In each instance of prepayment under this Section 2.5.2, Borrower shall be required to pay all other amounts then due hereunder and no principal amount repaid may be reborrowed.
Appears in 1 contract
Sources: Junior Mezzanine Loan Agreement (Sunstone Hotel Investors, Inc.)
Liquidation Events. (a) In the event of (i) any Casualty to all or any portion of the Property, (ii) any Condemnation of all or any portion of the Property, (iii) a Transfer of the Property or the First Mezzanine CollateralProperty, (iv) any refinancing of the Property or any of the Mortgage Loan or the First Mezzanine Loan Loans, or (v) the receipt by any Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by such Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower Borrowers shall cause the related Net Liquidation Proceeds After Debt Service to be deposited with Lender. On each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower Lender shall prepay apply the outstanding principal balance entire amount thereof as follows: (A) first, to the Obligations until the Obligations are repaid in full, (B) second, in accordance with the provisions of Article 11 of the Note Second Mezzanine Loan Agreement; provided, however, that, in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service. Any amounts of Net Liquidation Proceeds After Debt Service in excess each of the Debt foregoing instances, Borrowers shall be also pay, if such payment occurs on a day other than a Monthly Payment Date, interest on the amount of the Loan so paid to Borrowerat the rate of interest then accruing thereon through, but not including, the next succeeding Monthly Payment Date. Any prepayment received by Lender pursuant to this Section 2.5.2 2.4.9 on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest interest-bearing account, with such interest accruing to the benefit of BorrowerBorrowers, and shall be applied by Lender on the next Monthly Payment Date. Other than following an Event of Default, no Spread Maintenance Premium shall be due in connection with any prepayment made pursuant to clauses (i) or (ii) of this Section 2.4.9(a) prior to the Prepayment Release Date.
(b) Borrower Borrowers shall promptly immediately notify Lender of any potential or future Liquidation Event once Borrower has Borrowers have knowledge of such event. Borrower Borrowers shall be deemed to have knowledge of (i) a sale Sale (other than a foreclosure sale) of the Property on the date on which a contract of sale for such sale is entered into executed by or on behalf of Mortgage BorrowerBorrowers, and a foreclosure sale, on the date notice of such foreclosure sale is given to or on behalf of Mortgage BorrowerBorrowers, and (ii) a refinancing of the Property or any of the First Mezzanine LoanMortgage Loans, on the date on which a commitment for such refinancing has been entered into executed by or on behalf of Mortgage Borrower or First Mezzanine Borrower, as applicable. The provisions of this Section 2.5.2 2.4.9 shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of the Mortgage Loan, the First Mezzanine Loan Loans or Transfer of the Property set forth in this Agreement, the other Loan Documents, the First Mezzanine Loan Documents and and/or the Mortgage Loan Documents.
(c) In each instance of prepayment under this Section 2.5.22.4.9, Borrower shall be required to pay all other amounts then sums due hereunder (including under Section 2.2.7) and no principal amount repaid may be reborrowed.
Appears in 1 contract
Sources: First Mezzanine Loan Agreement (KBS Real Estate Investment Trust, Inc.)
Liquidation Events. (a) In Subject to the provisions of Section 2.4.1 hereof, in the event of (i) any Casualty to all or any portion of the PropertyProperties, (ii) any Condemnation of all or any portion of the PropertyProperties, (iii) a Transfer of all or any portion of the Property Properties or any of the First Senior Mezzanine Collateral, (iv) any refinancing of the Property Properties or equity interests in Mortgage Borrower and Maryland Owner or the Mortgage Loan or of any of the First Senior Mezzanine Collateral or of any Senior Mezzanine Loan in accordance with the terms hereof, the Mortgage Loan Agreement and the applicable Senior Mezzanine Loan Agreement, or (v) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service authorize Lender to be deposited with Lender. On each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower shall prepay the outstanding principal balance of the Note in an amount equal to apply one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service to the outstanding principal balance of the Note, together with, in the event that such Net Liquidation Proceeds After Debt Service are received on or before a Payment Date, interest that would have accrued on such prepaid amounts through and including the end of the Interest Period in which such Payment Date occurs. Other than during the continuance of an Event of Default, no prepayment premium or fee shall be due in connection with any prepayment made pursuant to clauses (i) or (ii) of this Section 2.4.2. The Allocated Loan Amount for the Individual Property with respect to which such Net Liquidation Proceeds After Debt Service were paid shall be reduced in an amount equal to such prepayment. Notwithstanding anything to the contrary contained in this Section 2.4.2(a), Net Liquidation Proceeds After Debt Service paid or received with respect to any of the events described in clauses (i), (ii) or (iv) above shall be the result of a ratable application of the proceeds from any such Liquidation Event (net of all amounts permitted or required to be deducted therefrom in accordance with the definition of “Net Liquidation Proceeds After Debt Service”) to the Mortgage Loan and each Mezzanine Loan, while Net Liquidation Proceeds After Debt Service paid with respect to any Liquidation Event described in clause (iii) or (v) or otherwise following a foreclosure sale or other disposition of the Property in connection with realization thereon following a Mortgage Loan Event of Default, shall be the result of the sequential application of such proceeds (net of all amounts permitted or required to be deducted therefrom in accordance with the definition of “Net Liquidation Proceeds After Debt Service”) to the Mortgage Loan and each Mezzanine Loan. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid to as directed by Borrower. Any prepayment received by Lender pursuant to this Section 2.5.2 on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date.
(b) Borrower shall reasonably promptly notify Lender of any Liquidation Event once Borrower has knowledge of such event; provided, however, that Borrower’s obligation to so notify Lender with respect to a Casualty shall only be with respect to a Casualty, the Net Proceeds of which would reasonably be expected to exceed $500,000. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of the Property or the Senior Mezzanine Collateral on the date on which a contract of sale for such sale is entered into by Mortgage Borrowerinto, and a foreclosure sale, on the date notice of such foreclosure sale is given to Mortgage Borrowergiven, and (ii) a refinancing of the Property or the First Mortgage Loan or of any Senior Mezzanine Collateral or any Senior Mezzanine Loan, on the date on which a commitment for such refinancing has been entered into by Mortgage Borrower or First Mezzanine Borrower, as applicableinto. The provisions of this Section 2.5.2 2.4.2 shall not be construed to contravene in any manner the restrictions and other provisions (including, without limitation, any provision relating to the application of proceeds thereof) regarding refinancing of the Mortgage Loan, the First any Senior Mezzanine Loan or Loan, Transfer of the Property or any Senior Mezzanine Collateral, substitution or release of any Individual Property or the application of Net Liquidation Proceeds After Debt Service set forth in this Agreement, the other Loan Documents, the First applicable Senior Mezzanine Loan Documents and or the Mortgage Loan Documents.
(c) In each instance of prepayment under this Section 2.5.2, Borrower shall be required to pay all other amounts then due hereunder and no principal amount repaid may be reborrowed.
Appears in 1 contract
Sources: Loan Agreement (Hcp, Inc.)
Liquidation Events. (a) In the event of (i) any Casualty to affecting all or any portion of the any Individual Property, (ii) any Condemnation of all or any portion of the any Individual Property, (iii) a Transfer of any Individual Property in connection with realization thereon by the Property or the First Mezzanine CollateralMortgage Lender following a Mortgage Loan Event of Default, including without limitation a foreclosure sale, (iv) intentionally omitted, (v) intentionally omitted or (vi) any refinancing of the Property Properties or the Mortgage Loan or the First Mezzanine Loan or (v) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service (if any) to be deposited with LenderLender and to be applied in accordance with the applicable provisions of this Section 2.3.2(a). On each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower if such date is a Payment Date, such Net Liquidation Proceeds After Debt Service shall prepay be applied to the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such and all other sums then due hereunder or under the Loan Documents and any remaining Net Liquidation Proceeds After Debt ServiceService shall be disbursed to Borrower. Any amounts In the event Lender receives a distribution of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid to Borrower. Any prepayment received by Lender pursuant to this Section 2.5.2 on a date other than a Monthly Payment Date Date, such amounts shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender in accordance with the immediately preceding sentence on the next Monthly Payment Date. No prepayment consideration or any other prepayment premium or penalty shall be due in connection with any prepayment made as a result of any of the events described in clauses (i) or (ii) of this Section 2.3.2(a).
(b) Borrower shall promptly notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of the an Individual Property on the date on which a contract of sale for such sale is entered into by Mortgage Borrowerinto, and a foreclosure sale, on the date notice of such foreclosure sale is given to Borrower or Mortgage Borrower, and (ii) a refinancing of the an Individual Property or the First Mezzanine Mortgage Loan, on the date on which a commitment for such refinancing has been is entered into by Mortgage Borrower or First Mezzanine Borrower, as applicableinto. The provisions of this Section 2.5.2 2.3.2 shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of the Mortgage Loan, the First Mezzanine Loan or the Transfer of the any Individual Property set forth in this Agreement, and the other Loan Documents, the First Mezzanine Loan Documents and or the Mortgage Loan Documents.
(c) In each instance of prepayment under this Section 2.5.2, Borrower shall be required to pay all other amounts then due hereunder and no principal amount repaid may be reborrowed.
Appears in 1 contract
Sources: Mezzanine Loan Agreement (Archstone Smith Operating Trust)
Liquidation Events. (a) In the event of (i) any Casualty to all or any portion of the any Individual Property, (ii) any Condemnation of all or any portion of the any Individual Property, (iii) a Transfer of any Individual Property in connection with realization thereon by the Property or the First Mezzanine CollateralMortgage Lender following a Mortgage Event of Default, including without limitation a foreclosure sale, (iv) a Transfer of the Mezzanine A Collateral in connection with realization thereon by the Mezzanine A Lender following a Mezzanine A Event of Default under the Mezzanine A Loan, including without limitation a foreclosure sale, or (v) any refinancing of the Property or any Individual Property, the Mortgage Loan or the First Mezzanine A Loan or (v) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be deposited with directly into an account designated by Lender. On each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower if such date is a Payment Date, such Net Liquidation Proceeds After Debt Service shall prepay be applied to the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service, together with interest that would have accrued on such amount through the next Payment Date and all other sums then due. Any amounts In the event Lender receives a distribution of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid to Borrower. Any prepayment received by Lender pursuant to this Section 2.5.2 on a date other than a Monthly Payment Date Date, such amounts shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date.
(b) Borrower shall promptly immediately notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of the any Individual Property on the date on which a contract of sale for such sale is entered into by Mortgage Borrowerinto, and a foreclosure sale, on the date notice of such foreclosure sale is given to Mortgage Borrowergiven, and (ii) a refinancing of any Individual Property, the Property Mortgage Loan or the First Mezzanine Loan, A Loan on the date on which a commitment for such refinancing has been is entered into by Mortgage Borrower or First Mezzanine Borrower, as applicableinto. The provisions of this Section 2.5.2 2.3.2 shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of the Mortgage Loan, Loan or the First Mezzanine A Loan or Transfer of the Property set forth in this Agreement, Agreement and the other Loan Documents, the First Mezzanine Mortgage Loan Documents and or the Mortgage Mezzanine A Loan Documents.
(c) In each instance of prepayment under this Section 2.5.2, Borrower shall be required to pay all other amounts then due hereunder and no principal amount repaid may be reborrowed.
Appears in 1 contract
Sources: Mezzanine Loan Agreement (KBS Real Estate Investment Trust, Inc.)
Liquidation Events. (a) In the event of (i) any Casualty to all or any portion of the PropertyProperties, (ii) any Condemnation of all or any portion of the PropertyProperties, (iii) a Transfer of the any Individual Property in connection with realization thereon following a Mortgage Loan Default, including without limitation a foreclosure sale, or the First Mezzanine Collateral, (iv) any refinancing of the any Individual Property or the Mortgage Loan or the First Mezzanine Loan or (v) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be deposited with paid directly to Lender. On each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower shall prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service, together with interest that would have accrued on such amount through the next Payment Date. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid to Borrower. Any prepayment received by Lender pursuant to this Section 2.5.2 2.4.4(a) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date. Other than following an Event of Default, no Yield Maintenance Premium or fee shall be due in connection with any prepayment made pursuant to this Section 2.4.4(a).
(b) Borrower shall promptly immediately notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of the an Individual Property on the date on which a contract of sale for such sale is entered into by Mortgage Borrowerinto, and a foreclosure sale, on the date notice of such foreclosure sale is given to Mortgage Borrowergiven, and (ii) a refinancing of the Property or the First Mezzanine LoanProperties, on the date on which a commitment for such refinancing has been entered into by Mortgage Borrower or First Mezzanine Borrower, as applicableinto. The provisions of this Section 2.5.2 2.4.(b) shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of the Mortgage Loan, the First Mezzanine Loan or Transfer of the Property Properties set forth in this Agreement, the other Loan Documents, the First Mezzanine Loan Documents and the Mortgage Loan Documents.
(c) In each instance of prepayment under this Section 2.5.2, Borrower shall be required to pay all other amounts then due hereunder and no principal amount repaid may be reborrowed.
Appears in 1 contract
Liquidation Events. (a) In the event of (i) any Casualty to all or any portion of the any Individual Property, (ii) any Condemnation of all or any portion of the any Individual Property, (iii) a Transfer of any Individual Property in connection with realization thereon by the Property Mortgage Lender following a Mortgage Loan Event of Default, including without limitation a foreclosure sale, or the First Mezzanine Collateral, (iv) any refinancing of the any Individual Property or the Mortgage Loan or the First Mezzanine Loan or (v) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be deposited with directly into an account designated by Lender. On each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower if such date is a Payment Date, such Net Liquidation Proceeds After Debt Service shall prepay be applied to the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service, together with interest that would have accrued on such amount through the next Payment Date and all other sums then due. Any amounts In the event Lender receives a distribution of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid to Borrower. Any prepayment received by Lender pursuant to this Section 2.5.2 on a date other than a Monthly Payment Date Date, such amounts shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date.
(b) Borrower shall promptly immediately notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of the any Individual Property on the date on which a contract of sale for such sale is entered into by Mortgage Borrowerinto, and a foreclosure sale, on the date notice of such foreclosure sale is given to Mortgage Borrowergiven, and (ii) a refinancing of the any Individual Property or the First Mezzanine Mortgage Loan, on the date on which a commitment for such refinancing has been is entered into by Mortgage Borrower or First Mezzanine Borrower, as applicableinto. The provisions of this Section 2.5.2 2.3.2 shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of the Mortgage Loan, the First Mezzanine Loan or Transfer of the Property set forth in this Agreement, Agreement and the other Loan Documents, the First Mezzanine Loan Documents and the or Mortgage Loan Documents.
(c) In each instance of prepayment under this Section 2.5.2, Borrower shall be required to pay all other amounts then due hereunder and no principal amount repaid may be reborrowed.
Appears in 1 contract
Sources: Mezzanine Loan Agreement (KBS Real Estate Investment Trust, Inc.)
Liquidation Events. (a) In the event of (i) any Casualty to all or any portion of the any Individual Property, (ii) any Condemnation of all or any portion of the any Individual Property, (iii) a Transfer of any Individual Property in connection with realization thereon by the Property Mortgage Lender following an Event of Default under the Mortgage Loan, including without limitation a foreclosure sale, or the First Mezzanine Collateral, (iv) any refinancing of the any Individual Property or the Mortgage Loan or the First Mezzanine Loan or (v) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “"Liquidation Event”"), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be deposited with directly into an account designated by Lender. On each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower if such date is a Payment Date, such Net Liquidation Proceeds After Debt Service shall prepay be applied to the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service, together with interest that would have accrued on such amount through the next Payment Date and all other sums then due. Any amounts In the event Lender receives a distribution of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid to Borrower. Any prepayment received by Lender pursuant to this Section 2.5.2 on a date other than a Monthly Payment Date Date, such amounts shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date.
(b) Borrower shall promptly immediately notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of the any Individual Property on the date on which a contract of sale for such sale is entered into by Mortgage Borrowerinto, and a foreclosure sale, on the date notice of such foreclosure sale is given to Mortgage Borrowergiven, and (ii) a refinancing of the Property or the First Mezzanine Loanany Individual Property, on the date on which a commitment for such refinancing has been is entered into by Mortgage Borrower or First Mezzanine Borrower, as applicableinto. The provisions of this Section 2.5.2 2.3.2 shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of the Mortgage Loan, the First Mezzanine Loan or Transfer of the Property or the Collateral set forth in this Agreement, Agreement and the other Loan Documents, the First Mezzanine Loan Documents and the Mortgage Loan Documents.
(c) In each instance of prepayment under this Section 2.5.2, Borrower shall be required to pay all other amounts then due hereunder and no principal amount repaid may be reborrowed.
Appears in 1 contract
Sources: Mezzanine Loan Agreement (Felcor Lodging Trust Inc)
Liquidation Events. (a) In the event of (i) any Casualty to all or any portion of the any Individual Property, (ii) any Condemnation of all or any portion of the any Individual Property, (iii) a Transfer of any Individual Property in connection with realization thereon by the Property Mortgage Lender following an Event of Default under the Mortgage Loan, including without limitation a foreclosure sale, or the First Mezzanine Collateral, (iv) any refinancing of the any Individual Property or the Mortgage Loan or the First Mezzanine Loan or (v) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be deposited with directly into an account designated by Lender. On each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower if such date is a Payment Date, such Net Liquidation Proceeds After Debt Service shall prepay be applied to the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service. Any amounts , together with interest that would have accrued on such amount through the next Payment Date and all other sums then due, such prepayment to be applied pro rata to sums due under Note A and Note B. In the event Lender receives a distribution of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid to Borrower. Any prepayment received by Lender pursuant to this Section 2.5.2 on a date other than a Monthly Payment Date Date, such amounts shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date.
(b) Borrower shall promptly immediately notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of the any Individual Property on the date on which a contract of sale for such sale is entered into by Mortgage Borrowerinto, and a foreclosure sale, on the date notice of such foreclosure sale is given to Mortgage Borrowergiven, and (ii) a refinancing of the Property or the First Mezzanine Loanany Individual Property, on the date on which a commitment for such refinancing has been is entered into by Mortgage Borrower or First Mezzanine Borrower, as applicableinto. The provisions of this Section 2.5.2 2.3.2 shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of the Mortgage Loan, the First Mezzanine Loan or Transfer of the Property set forth in this Agreement, Agreement and the other Loan Documents, the First Mezzanine Loan Documents and the Mortgage Loan Documents.
(c) In each instance of prepayment under this Section 2.5.2, Borrower shall be required to pay all other amounts then due hereunder and no principal amount repaid may be reborrowed.
Appears in 1 contract
Sources: Mezzanine Loan Agreement (KBS Real Estate Investment Trust, Inc.)
Liquidation Events. (ai) In the event of (iA) any Casualty to all the Property or any material portion of the Propertythereof, (iiB) any Condemnation of all the Property or any material portion of the Propertythereof, (iiiC) a Transfer any transfer of the Property in connection with a realization thereon following a Mortgage Event of Default, including, without limitation, a foreclosure sale, or the First Mezzanine Collateral, (ivD) any refinancing of the Property or the Mortgage Loan or the First Mezzanine Loan or (v) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”"LIQUIDATION EVENT"), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be deposited with Lenderdirectly into the Mezzanine Debt Service Account. On each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower shall prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service, together with interest which would have accrued on such amount through the next Payment Date. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid to Borrower. Any prepayment received by Lender pursuant to this Section 2.5.2 2.5(g)(i) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date.
(bii) Borrower shall promptly notify Lender of any Liquidation Event once no later than one (1) Business Day following the first date on which Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of the Property on the date on which a contract of sale for such sale is entered into by Mortgage Borrowerinto, and a foreclosure sale, on the date notice of such foreclosure sale is given to Mortgage Borrowergiven, and (ii) a refinancing of the Property or the First Mezzanine LoanProperty, on the date on which a commitment for such refinancing has been entered into by Mortgage Borrower or First Mezzanine Borrower, as applicableinto. The provisions of this Section 2.5.2 2.5(g)(ii) shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of the Mortgage Loan, the First Mezzanine Loan or Transfer the Sale or Pledge of the Property set forth in this Agreement, Agreement and the other Loan Documents, the First Mezzanine Loan Documents and the Mortgage Loan Documents.
(c) In each instance of prepayment under this Section 2.5.2, Borrower shall be required to pay all other amounts then due hereunder and no principal amount repaid may be reborrowed.
Appears in 1 contract
Sources: Senior Mezzanine Loan Agreement (Maguire Properties Inc)
Liquidation Events. (a) In the event of (i) any Casualty to all or any portion of the any Individual Property, (ii) any Condemnation of all or any portion of the any Individual Property, (iii) a Transfer of any Individual Property in connection with realization thereon by the Property Mortgage Lender following an Event of Default under the Mortgage Loan, including without limitation a foreclosure sale, or the First Mezzanine Collateral, (iv) any refinancing of the any Individual Property or the Mortgage Loan or the First Mezzanine Loan or (v) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be deposited with directly into an account designated by Lender. On each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower if such date is a Payment Date, such Net Liquidation Proceeds After Debt Service shall prepay be applied to the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service. Any amounts , together with interest that would have accrued on such amount through the next Payment Date and all other sums then due, such prepayment to be applied pro rata to sums due under Note A, Note B, Note C, Note D, Note E and Note F. In the event Lender receives a distribution of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid to Borrower. Any prepayment received by Lender pursuant to this Section 2.5.2 on a date other than a Monthly Payment Date Date, such amounts shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date.
(b) Borrower shall promptly immediately notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of the any Individual Property on the date on which a contract of sale for such sale is entered into by Mortgage Borrowerinto, and a foreclosure sale, on the date notice of such foreclosure sale is given to Mortgage Borrowergiven, and (ii) a refinancing of the Property or the First Mezzanine Loanany Individual Property, on the date on which a commitment for such refinancing has been is entered into by Mortgage Borrower or First Mezzanine Borrower, as applicableinto. The provisions of this Section 2.5.2 2.3.2 shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of the Mortgage Loan, the First Mezzanine Loan or Transfer of the Property set forth in this Agreement, Agreement and the other Loan Documents, the First Mezzanine Loan Documents and the Mortgage Loan Documents.
(c) In each instance of prepayment under this Section 2.5.2, Borrower shall be required to pay all other amounts then due hereunder and no principal amount repaid may be reborrowed.
Appears in 1 contract
Sources: Mezzanine Loan Agreement (KBS Real Estate Investment Trust, Inc.)
Liquidation Events. (ai) In the event of (iA) any Casualty to all an Individual Property or any material portion of the Propertythereof, (iiB) any Condemnation of all an Individual Property or any material portion of the Propertythereof, (iiiC) a Transfer of the Property in connection with realization of Senior Lender’s lien on an Individual Property or collateral under the First Mezzanine CollateralSenior Loan Documents thereon following an Event of Default under the Senior Loan, including without limitation a foreclosure sale, or (ivD) any refinancing of the an Individual Property or the Mortgage Senior Loan or the First Mezzanine Loan or (v) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related net Liquidation Event proceeds after the payment of the Monthly Debt Service Payment Amount and other reasonable customary costs and expenses (including reasonable attorneys fees) incurred with respect to such Liquidation Event (for purposes of this Section 2.3.2 “Net Liquidation Proceeds After Debt Service Proceeds”) to be deposited with directly into the Mezzanine Collection Account (if established, and if not so established, in any other account designated by Lender). On each date on which Lender actually receives a distribution payment of Net Liquidation Proceeds After Debt Service, such payment shall be applied by Lender and Borrower shall prepay be deemed to have prepaid the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Servicedistributed, together with (A) in the event that such Net Proceeds are received on or before a Payment Date, interest accruing on such amount calculated through and including the end of the month in which such Payment Date occurs, or (B) in the event that such Net Liquidation Proceeds are received on a date after a Payment Date, interest accruing on such amount calculated through and including the end of the month in which the next Payment Date occurs and (c) if no Event of Default then exists, to the extent such Net Liquidation Proceeds distribution is made as result of an event in clause 2.3.2(d)(i)(A) regarding a Casualty or clause 2.3.2(d)(i)(B) regarding a Condemnation, no Yield Maintenance Premium shall be due or payable by Borrower. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid to Borrower. Any prepayment received by Lender pursuant to this Section 2.5.2 2.3.2(d)(i) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date.
(bii) Borrower shall promptly notify Lender of any Liquidation Event once not later than one Business Day following the first date on which Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (iA) a sale (other than a foreclosure sale) of the Property on the date on which a contract of sale for such sale is entered into by Mortgage Borrowerinto, and a foreclosure sale, on the date notice of such foreclosure sale is given to Mortgage Borrowergiven, and (iiB) a refinancing of the Property or the First Mezzanine LoanProperty, on the date on which a commitment for such refinancing has been entered into by Mortgage Borrower or First Mezzanine Borrower, as applicableinto. The provisions of this Section 2.5.2 2.3.2(d) shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of the Mortgage Loan, the First Mezzanine Senior Loan or Transfer of the any Individual Property set forth in this Agreement, Loan Agreement and the other Loan Documents, the First Mezzanine Loan Documents and the Mortgage Loan Documents.
(c) In each instance of prepayment under this Section 2.5.2, Borrower shall be required to pay all other amounts then due hereunder and no principal amount repaid may be reborrowed.
Appears in 1 contract
Sources: Mezzanine Loan Agreement (KBS Real Estate Investment Trust, Inc.)
Liquidation Events. (a) In the event of (i) any Casualty to affecting all or any portion of the any Individual Property, (ii) any Condemnation of all or any portion of the any Individual Property, (iii) a Transfer of any Individual Property in connection with realization thereon by the Property or the First Mezzanine CollateralMortgage Lender following a Mortgage Loan Event of Default, including without limitation a foreclosure sale, (iv) a Transfer of the Mezzanine A Collateral in connection with realization thereon by the Mezzanine A Lender following a Mezzanine A Loan Event of Default, including without limitation a foreclosure sale, (v) intentionally omitted or (vi) any refinancing of the Property or Properties, the Mortgage Loan or the First Mezzanine A Loan or (v) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service (if any) to be deposited with LenderLender and to be applied in accordance with the applicable provisions of this Section 2.3.2(a). On each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower if such date is a Payment Date, such Net Liquidation Proceeds After Debt Service shall prepay be applied to the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such and all other sums then due hereunder or under the Loan Documents and any remaining Net Liquidation Proceeds After Debt ServiceService shall be disbursed to Borrower. Any amounts In the event Lender receives a distribution of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid to Borrower. Any prepayment received by Lender pursuant to this Section 2.5.2 on a date other than a Monthly Payment Date Date, such amounts shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender in accordance with the immediately preceding sentence on the next Monthly Payment Date. No Prepayment Consideration or any other prepayment premium or penalty shall be due in connection with any prepayment made as a result of any of the events described in clauses (i) or (ii) of this Section 2.3.2(a).
(b) Borrower shall promptly notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of the an Individual Property on the date on which a contract of sale for such sale is entered into by Mortgage Borrowerinto, and a foreclosure sale, on the date notice of such foreclosure sale is given to Borrower or Mortgage Borrower, and (ii) a refinancing of an Individual Property, the Property Mortgage Loan or the First Mezzanine A Loan, on the date on which a commitment for such refinancing has been is entered into by Mortgage Borrower or First Mezzanine Borrower, as applicableinto. The provisions of this Section 2.5.2 2.3.2 shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of the Mortgage Loan, Loan or the First Mezzanine A Loan or Transfer of the any Individual Property set forth in this Agreement, and the other Loan Documents, the First Mezzanine Mortgage Loan Documents and or the Mortgage Mezzanine A Loan Documents.
(c) In each instance of prepayment under this Section 2.5.2, Borrower shall be required to pay all other amounts then due hereunder and no principal amount repaid may be reborrowed.
Appears in 1 contract
Sources: Mezzanine Loan Agreement (Archstone Smith Operating Trust)
Liquidation Events. (a) In the event of (i) any Casualty to all or any portion of the PropertyProperties or any material portion of any Individual Property thereof, (ii) any Condemnation of all or any portion of the PropertyProperties or any material portion of any Individual Property thereof, (iii) a Transfer of the any Individual Property in connection with realization thereon following a Mortgage Loan Event of Default, including, without limitation, a foreclosure sale, or the First Mezzanine Collateral, (iv) any refinancing of the any Individual Property or the Mortgage Loan or the First Mezzanine Loan or (v) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be deposited with Lenderdirectly into the Mezzanine Debt Service Account. On each date on which Lender actually receives a distribution of such portion of Net Liquidation Proceeds After Debt Service, Borrower shall prepay the outstanding principal balance of the Note Loan in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service, together with interest that would have accrued on such amount through the next Payment Date. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid to Borrower. Any prepayment received by Lender pursuant to this Section 2.5.2 2.4.2(a) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date. Other than following an Event of Default, no Prepayment Premium or Spread Maintenance Payment shall be due in connection with any prepayment made pursuant to clause (i) or (ii) of this Section 2.4.2(a). Any partial prepayment under this Section 2.4.2(a) shall be applied to the last payments of principal due under the Loan.
(b) Borrower shall promptly immediately notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of the any Individual Property on the date on which a contract of sale for such sale is entered into by Mortgage Borrowerinto, and a foreclosure sale, on the date notice of such foreclosure sale is given to Mortgage Borrowergiven, and (ii) a refinancing of the Property or the First Mezzanine Loanany Individual Property, on the date on which a firm commitment for such refinancing has been entered into by Mortgage Borrower or First Mezzanine Borrower, as applicableinto. The provisions of this Section 2.5.2 2.4.2 shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of the Mortgage Loan, the First Mezzanine Loan or Transfer of the Property Properties, the Mortgage Collateral or the Collateral set forth in this Agreement, Agreement and the other Loan Documents, the First Mezzanine Loan Documents and the Mortgage Loan Documents.
(c) In each instance of prepayment under this Section 2.5.2, Borrower shall be required to pay all other amounts then due hereunder and no principal amount repaid may be reborrowed.
Appears in 1 contract
Sources: Mezzanine Loan Agreement (Sunstone Hotel Investors, Inc.)
Liquidation Events. (a) In Subject to Section 2.4.2 of the Mortgage Loan Agreement, in the event of (i) any Casualty to all or any portion of the Property, (ii) any Condemnation of all or any portion of the Property, (iii) a Transfer of any part of the Property or the First Mezzanine Collateralin connection with realization thereon following a Mortgage Loan Event of Default, including without limitation a foreclosure sale, (iv) any refinancing of the Property or the Mortgage Loan or the First Mezzanine Loan Loan, or (v) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be deposited with Lenderdirectly into the Deposit Account. On each date on which Lender actually receives a distribution of Any Net Liquidation Proceeds After Debt ServiceService deposited into the Deposit Account pursuant to this Section 2.4.2, Borrower shall prepay be applied by Lender as a prepayment of the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service, together with interest that would have accrued on such amount through the end of the related Interest Period, and in connection with a Liquidation Event set forth in clauses (a)(iii) and (a)(iv) of this Section 2.4.2, the applicable Spread Maintenance Payment, if any. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid to Borrower. Any prepayment received by Lender pursuant to this Section 2.5.2 2.4.2(a) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on in the next Monthly Payment Date.
(b) Borrower shall promptly notify Lender of any Liquidation Event once following Borrower has obtaining knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of the Property on the date on which a contract of sale for such sale is entered into by Mortgage Borrowerinto, and a foreclosure sale, on the date notice of such foreclosure sale is given to Mortgage Borrowergiven, and (ii) a refinancing of the Property or the First Mezzanine LoanProperty, on the date on which a binding commitment for such refinancing has been entered into by Mortgage Borrower or First Mezzanine Borrower, as applicableinto. The provisions of this Section 2.5.2 2.4.2 shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of the Mortgage Loan, the First Mezzanine Loan or Transfer of the Property set forth in this Agreement, Agreement and the other Loan Documents, the First Mezzanine Loan Documents and the Mortgage Loan Documents.
(c) In each instance of prepayment under this Section 2.5.2, Borrower shall be required to pay all other amounts then due hereunder and no principal amount repaid may be reborrowed.
Appears in 1 contract
Sources: Mezzanine Loan Agreement (Strategic Hotels & Resorts, Inc)
Liquidation Events. (a) In the event of (i) any Casualty to all the Property or any material portion of the Propertythereof, (ii) any Condemnation of all the Property or any material portion of the Propertythereof, (iii) a Transfer of the Property Mezzanine A Collateral or the First Property in connection with realization thereon by Mezzanine CollateralA Collateral Agent or Mortgage Lender following a Mezzanine A Loan Default or Mortgage Loan Default, including without limitation a foreclosure sale, (iv) any refinancing of the Property Property, Mezzanine A Collateral, Mezzanine A Loan or the Mortgage Loan or the First Mezzanine Loan Loan, or (v) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be deposited directly with LenderAdministrative Agent to be held for the benefit of Lenders. On each date on which Lender actually receives a distribution Provided an Event of Default shall not be continuing, any Net Liquidation Proceeds After Debt ServiceService so deposited pursuant to this Section 2.4.2, Borrower shall prepay be (A) first applied by Administrative Agent to the actual reasonable out of pocket costs of Administrative Agent and Collateral Agent in connection with any prepayment pursuant to this Section 2.4.2 (without duplication of any amounts paid to Administrative Agent in accordance with Article VI hereof), and then (B) applied by Administrative Agent as a prepayment of the outstanding principal balance of the Note Loan in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt ServiceService up to the amount of the Loan and interest that would have accrued on such amount through the end of the Accrual Period in which such monthly Payment Date occurs (such amounts in clauses (A) and (B) together, the “Mezzanine B Mandatory Prepayment Amount”); provided, however, if an Event of Default has occurred and is continuing, Administrative Agent may apply such Net Liquidation Proceeds After Debt Service to the Debt (until paid in full) in any order or priority in its sole discretion. Any amounts Except during the continuance of an Event of Default, any Net Liquidation Proceeds After Debt Service in excess of the Debt Mezzanine B Mandatory Prepayment Amount shall be applied to Borrower (with such amounts disbursed to Borrower for the avoidance of doubt not constituting Net Liquidation Proceeds After Debt Service). After the occurrence of and during the continuance of an Event of Default, Administrative Agent may apply such Net Liquidation Proceeds After Debt Service to the Debt (until paid to Borrowerin full) in any order or priority in its sole discretion. Any Other during the continuance of an Event of Default, no Prepayment Premium or other premium shall be due in connection with any prepayment received by Lender made pursuant to this Section 2.5.2 on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date2.4.2.
(b) Borrower shall promptly notify Lender Administrative Agent of any Liquidation Event once following Borrower has obtaining knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of the Property or Mezzanine A Collateral on the date on which a contract of sale for such sale is entered into by Mortgage Borrower or Mezzanine A Borrower, and a foreclosure sale, on the date notice of such foreclosure sale is given to received by Borrower, Mezzanine A Borrower or Mortgage Borrower, and (ii) a refinancing of the Property Mezzanine A Collateral or the First Mezzanine LoanProperty, on the date on which a binding commitment or a term sheet in connection with which a rate lock has been executed for such refinancing has been entered into by Mortgage Borrower or First Mezzanine Borrower, as applicableinto. The provisions of this Section 2.5.2 2.4.2(b) shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of the Mezzanine A Loan or Mortgage Loan, the First Mezzanine Loan or Transfer of the Mezzanine A Collateral or the Property set forth in this Agreement, Agreement and the other Loan Documents, the First Mezzanine Loan Documents and the Mortgage Loan Documents.
(c) In each instance of prepayment under this Section 2.5.2, Borrower shall be required to pay all other amounts then due hereunder and no principal amount repaid may be reborrowed.
Appears in 1 contract
Liquidation Events. (a) In the event of (i) any Casualty to all or any all or any portion of the PropertyProperties or any material portion of any Individual Property thereof, (ii) any Condemnation of all or any portion of the PropertyProperties or any material portion of any Individual Property thereof, (iii) a Transfer of any Senior Mezzanine Collateral or of Individual Property in connection with realization thereon following an Event of Default under the Property Mortgage Loan or an Event of Default under the First Senior Mezzanine CollateralLoan, as applicable, including without limitation a foreclosure sale, (iv) any refinancing of the any Individual Property or the Mortgage Loan or the First Senior Mezzanine Loan Loan, or (v) the receipt by Mortgage Borrower or Maryland Owner of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower or Maryland Owner to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be deposited with Lenderdirectly into the Junior Mezzanine Loan Cash Management Account. On each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower shall prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service, together with interest that would have accrued on such amount through the next Payment Date, and, other than in connection with a Liquidation Event occurring under subclauses (i) or (ii) above, together with any applicable Prepayment Premium and/or Yield Maintenance Premium. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid to Borrower. Any prepayment received by Lender pursuant to this Section 2.5.2 2.3.2(a) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date. Notwithstanding the foregoing, the Transfer of Properties in connection with a refinancing an Individual Property or the Mortgage Loan shall not be deemed a Liquidation Event provided that the provisions of Sections 2.3.1 and 2.5 hereof are satisfied.
(b) Borrower shall promptly immediately notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of the any Individual Property on the date on which a contract of sale for such sale is entered into by Mortgage Borrowerinto, and a foreclosure sale, on the date notice of such foreclosure sale is given to Mortgage Borrowergiven, and (ii) a refinancing of the Property or the First Mezzanine Loanany Individual Property, on the date on which a commitment for such refinancing has been entered into by Mortgage Borrower or First Mezzanine Borrower, as applicableinto. The provisions of this Section 2.5.2 2.3.2 shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of the Mortgage Loan, the First Senior Mezzanine Loan or Transfer of the Property Properties or the Senior Mezzanine Collateral set forth in this Agreement, Agreement and the other Loan Documents, the First Mezzanine Loan Documents and the Mortgage Loan Documents.
(c) In each instance of prepayment under this Section 2.5.2, Borrower shall be required to pay all other amounts then due hereunder and no principal amount repaid may be reborrowed.
Appears in 1 contract
Sources: Junior Mezzanine Loan Agreement (Inland Western Retail Real Estate Trust Inc)
Liquidation Events. (a) In the event of (i) any Casualty to all the Property or any material portion of the Propertythereof, (ii) any Condemnation of all the Property or any material portion of the Propertythereof, (iii) a Transfer of the Property Mezzanine A Collateral or the First Property in connection with realization thereon by Mezzanine CollateralA Collateral Agent or Mortgage Lender following a Mezzanine A Loan Default or Mortgage Loan Default, including without limitation a foreclosure sale, (iv) any refinancing of the Property Property, Mezzanine A Collateral, Mezzanine A Loan or the Mortgage Loan or the First Mezzanine Loan Loan, or (v) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be deposited directly with LenderAdministrative Agent to be held for the benefit of Lenders. On each date on which Lender actually receives a distribution Provided an Event of Default shall not be continuing, any Net Liquidation Proceeds After Debt ServiceService so deposited pursuant to this Section 2.4.2, Borrower shall prepay be (A) first applied by Administrative Agent to the actual reasonable out of pocket costs of Administrative Agent and Collateral Agent in connection with any prepayment pursuant to this Section 2.4.2 (without duplication of any amounts paid to Administrative Agent in accordance with Article VI hereof), and then (B) applied by Administrative Agent as a prepayment of the outstanding principal balance of the Note Loan in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt ServiceService up to the amount of the Loan and interest that would have accrued on such amount through the end of the Accrual Period in which such monthly Payment Date occurs (such amounts in clauses (A) and (B) together, the “Mezzanine B Mandatory Prepayment Amount”); provided, however, if an Event of Default has occurred and is continuing, Administrative Agent may apply such Net Liquidation Proceeds After Debt Service to the Debt (until paid in full) in any order or priority in its sole discretion. Any amounts Except during the continuance of an Event of Default, any Net Liquidation Proceeds After Debt Service in excess of the Debt Mezzanine B Mandatory Prepayment Amount shall be applied as follows: (i) first, to the Mezzanine C Lender, in an amount equal to the Mezzanine C Mandatory Prepayment Amount, to be applied in accordance with the Mezzanine C Loan Documents, and (ii) second, to Borrower (with such amounts disbursed to Borrower under this clause (ii) for the avoidance of doubt not constituting Net Liquidation Proceeds After Debt Service). After the occurrence of and during the continuance of an Event of Default, Administrative Agent may apply such Net Liquidation Proceeds After Debt Service to the Debt (until paid to Borrowerin full) in any order or priority in its sole discretion. Any Other during the continuance of an Event of Default, no Prepayment Premium or other premium shall be due in connection with any prepayment received by Lender made pursuant to this Section 2.5.2 on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date2.4.2.
(b) Borrower shall promptly notify Lender Administrative Agent of any Liquidation Event once following Borrower has obtaining knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of the Property or Mezzanine A Collateral on the date on which a contract of sale for such sale is entered into by Mortgage Borrower or Mezzanine A Borrower, and a foreclosure sale, on the date notice of such foreclosure sale is given to received by Borrower, Mezzanine A Borrower or Mortgage Borrower, and (ii) a refinancing of the Property Mezzanine A Collateral or the First Mezzanine LoanProperty, on the date on which a binding commitment or a term sheet in connection with which a rate lock has been executed for such refinancing has been entered into by Mortgage Borrower or First Mezzanine Borrower, as applicableinto. The provisions of this Section 2.5.2 2.4.2(b) shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of the Mezzanine A Loan or Mortgage Loan, the First Mezzanine Loan or Transfer of the Mezzanine A Collateral or the Property set forth in this Agreement, Agreement and the other Loan Documents, the First Mezzanine Loan Documents and the Mortgage Loan Documents.
(c) In each instance of prepayment under this Section 2.5.2, Borrower shall be required to pay all other amounts then due hereunder and no principal amount repaid may be reborrowed.
Appears in 1 contract
Liquidation Events. (a) In the event of (i) any Casualty to all or any portion of the PropertyCasualty, (ii) any Condemnation of all or any portion of the PropertyCondemnation, (iii) a Transfer of the Property or the First Mezzanine CollateralMortgage Loan Foreclosure Transfer, (iv) any refinancing of the Property or the Mortgage Loan or the First Mezzanine Loan Loan, or (v) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be deposited with Lenderdirectly into the Senior Mezzanine Debt Service Account. On each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt ServiceService are deposited into the Senior Mezzanine Debt Service Account in accordance with the foregoing, Borrower the same shall be applied by Lender to prepay the outstanding principal balance of the Note Loan in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service, together with interest that would have accrued on such amount through the next Payment Date. Any amounts of Net Liquidation Proceeds After Debt Service in excess remaining after the repayment of the Debt in full shall be (A) if the Junior Mezzanine Loan is then outstanding, deposited into the Junior Mezzanine Debt Service Account for further distribution pursuant to the terms and conditions of the Cash Management Agreement, or (B) if the Junior Mezzanine Loan is not then outstanding, paid to Borrower. Any In the event that Net Liquidation Proceeds After Debt Service are applied as a prepayment received by Lender pursuant of the Debt, the Allocated Loan Amount for the Individual Property or Individual Properties with respect to this Section 2.5.2 which such Net Liquidation Proceeds After Debt Service were paid shall be reduced in an amount equal to such prepayment (or, in the case of a Liquidation Event referenced in the foregoing clause (iii) or clause (iv), applied to reduce the Allocated Loan Amounts on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Datepro rata basis).
(b) Borrower shall promptly immediately notify Lender of any Liquidation Event once Borrower has knowledge of such event. , and Borrower shall be deemed to have knowledge of such event at any time that Mortgage Borrower or Guarantor has, or is deemed to have, knowledge thereof Borrower, Mortgage Borrower and Guarantor shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of the Property Mortgage Loan Foreclosure Transfer on the date on which a contract of sale for such sale is entered into by Mortgage Borrower, and a foreclosure sale, on the date that notice of such foreclosure sale Mortgage Loan Foreclosure Transfer is given provided to Mortgage Borrower, and (ii) a refinancing of the Property or the First Mezzanine Loan, Mortgage Loan in its entirety on the date on which a commitment for such refinancing has been entered into by Mortgage Borrower or First Mezzanine Borrower, as applicable. The provisions of this Section 2.5.2 2.4.4 shall not be construed in a manner so as to contravene or modify in any manner the restrictions and other provisions regarding governing refinancing of the Mortgage Loan, the First Mezzanine Loan or Transfer of the Property and Transfers set forth in this Agreement, Agreement and the other Loan Documents, the First Mezzanine Loan Documents and the Mortgage Loan Documents.
(c) In each instance of prepayment under Notwithstanding anything to the contrary in this Section 2.5.22.4.4 and provided no Event of Default has occurred, in the event of a Liquidation Event (solely with respect to clause (v) of the definition thereof) that consists of the receipt by Mortgage Borrower of proceeds realized under its owner’s title insurance policy and gives rise to Net Liquidation Proceeds After Debt Service, if the applicable title defect as to which such proceeds were paid by the applicable title insurance company is the result of any mechanics’ Liens, mortgage Liens or other monetary Liens that were not excepted from coverage in the applicable title insurance policy and the failure to so cure would cause a Mortgage Event of Default, Lender shall distribute the Net Liquidation Proceeds After Debt Service in respect of such title defect to Borrower for application by Mortgage Borrower (and Borrower shall cause Mortgage Borrower to so apply the same) for the payment of the amounts required to release the applicable Lien on the affected Individual Property, provided that, if such proceeds are not sufficient to repay the amounts required to release the applicable Lien in full, Lender may, as a condition to making such proceeds available to Mortgage Borrower, require that Borrower provide to Lender evidence that is reasonably satisfactory to Lender that Mortgage Borrower has funds available to pay the shortfall (and, in such case, Borrower shall be required cause Mortgage Borrower to pay all other amounts then due hereunder and no principal amount repaid may be reborrowedsuch shortfall).
Appears in 1 contract
Sources: Senior Mezzanine Loan Agreement (Brixmor Property Group Inc.)
Liquidation Events. (a) In Subject to the provisions of Section 2.4.1 hereof, in the event of (i) any Casualty to all or any portion of the PropertyProperties, (ii) any Condemnation of all or any portion of the PropertyProperties, (iii) a Transfer of all or any portion of the Property Properties or any of the First Senior Mezzanine Collateral, (iv) any refinancing of the Property Properties or equity interests in Mortgage Borrower and Maryland Owner or the Mortgage Loan or of any of the First Senior Mezzanine Collateral or of any Senior Mezzanine Loan in accordance with the terms hereof, the Mortgage Loan Agreement and the applicable Senior Mezzanine Loan Agreement, or (v) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s 's title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “"Liquidation Event”"), Borrower shall cause the related Net Liquidation Proceeds After Debt Service authorize Lender to be deposited with Lender. On each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower shall prepay the outstanding principal balance of the Note in an amount equal to apply one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service to the outstanding principal balance of the Note, together with, in the event that such Net Liquidation Proceeds After Debt Service are received on or before a Payment Date, interest that would have accrued on such prepaid amounts through and including the end of the Interest Period in which such Payment Date occurs. Other than during the continuance of an Event of Default, no prepayment premium or fee shall be due in connection with any prepayment made pursuant to clauses (i) or (ii) of this Section 2.4.2. The Allocated Loan Amount for the Individual Property with respect to which such Net Liquidation Proceeds After Debt Service were paid shall be reduced in an amount equal to such prepayment. Notwithstanding anything to the contrary contained in this Section 2.4.2(a), Net Liquidation Proceeds After Debt Service paid or received with respect to any of the events described in clauses (i), (ii) or (iv) above shall be the result of a ratable application of the proceeds from any such Liquidation Event (net of all amounts permitted or required to be deducted therefrom in accordance with the definition of "Net Liquidation Proceeds After Debt Service") to the Mortgage Loan and each Mezzanine Loan, while Net Liquidation Proceeds After Debt Service paid with respect to any Liquidation Event described in clause (iii) or (v) or otherwise following a foreclosure sale or other disposition of the Property in connection with realization thereon following a Mortgage Loan Event of Default, shall be the result of the sequential application of such proceeds (net of all amounts permitted or required to be deducted therefrom in accordance with the definition of "Net Liquidation Proceeds After Debt Service") to the Mortgage Loan and each Mezzanine Loan. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid to as directed by Borrower. Any prepayment received by Lender pursuant to this Section 2.5.2 on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date.
(b) Borrower shall reasonably promptly notify Lender of any Liquidation Event once Borrower has knowledge of such event; provided, however, that Borrower's obligation to so notify Lender with respect to a Casualty shall only be with respect to a Casualty, the Net Proceeds of which would reasonably be expected to exceed $500,000. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of the Property or the Senior Mezzanine Collateral on the date on which a contract of sale for such sale is entered into by Mortgage Borrowerinto, and a foreclosure sale, on the date notice of such foreclosure sale is given to Mortgage Borrowergiven, and (ii) a refinancing of the Property or the First Mortgage Loan or of any Senior Mezzanine Collateral or any Senior Mezzanine Loan, on the date on which a commitment for such refinancing has been entered into by Mortgage Borrower or First Mezzanine Borrower, as applicableinto. The provisions of this Section 2.5.2 2.4.2 shall not be construed to contravene in any manner the restrictions and other provisions (including, without limitation, any provision relating to the application of proceeds thereof) regarding refinancing of the Mortgage Loan, the First any Senior Mezzanine Loan or Loan, Transfer of the Property or any Senior Mezzanine Collateral, substitution or release of any Individual Property or the application of Net Liquidation Proceeds After Debt Service set forth in this Agreement, the other Loan Documents, the First applicable Senior Mezzanine Loan Documents and or the Mortgage Loan Documents.
(c) In each instance of prepayment under this Section 2.5.2, Borrower shall be required to pay all other amounts then due hereunder and no principal amount repaid may be reborrowed.
Appears in 1 contract
Sources: Loan Agreement (Hcp, Inc.)
Liquidation Events. (a) In the event of (i) any Casualty to all or any portion of the any Individual Property, (ii) any Condemnation of all or any portion of the any Individual Property, (iii) a Transfer of any Individual Property in connection with realization thereon by the Property or the First Mezzanine CollateralMortgage Lender following a Mortgage Loan Event of Default, including without limitation a foreclosure sale, (iv) a Transfer of the Mezzanine A Collateral in connection with realization thereon by the Mezzanine A Lender following a Mezzanine A Event of Default under the Mezzanine A Loan, including without limitation a foreclosure sale, (v) a Transfer of the Mezzanine B Collateral in connection with realization thereon by the Mezzanine B Lender following a Mezzanine B Event of Default under the Mezzanine B Loan, including without limitation a foreclosure sale or (vi) any refinancing of the Property or any Individual Property, the Mortgage Loan, the Mezzanine A Loan or the First Mezzanine B Loan or (v) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be deposited with directly into an account designated by Lender. On each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower if such date is a Payment Date, such Net Liquidation Proceeds After Debt Service shall prepay be applied to the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service, together with interest that would have accrued on such amount through the next Payment Date and all other sums then due. Any amounts In the event Lender receives a distribution of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid to Borrower. Any prepayment received by Lender pursuant to this Section 2.5.2 on a date other than a Monthly Payment Date Date, such amounts shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date.
(b) Borrower shall promptly immediately notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of the any Individual Property on the date on which a contract of sale for such sale is entered into by Mortgage Borrowerinto, and a foreclosure sale, on the date notice of such foreclosure sale is given to Mortgage Borrowergiven, and (ii) a refinancing of any Individual Property, the Property Mortgage Loan, the Mezzanine A Loan or the First Mezzanine Loan, B Loan on the date on which a commitment for such refinancing has been is entered into by Mortgage Borrower or First Mezzanine Borrower, as applicableinto. The provisions of this Section 2.5.2 2.3.2 shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of the Mortgage Loan, the First Mezzanine A Loan or the Mezzanine B Loan or Transfer of the Property set forth in this Agreement, Agreement and the other Loan Documents, the First Mezzanine Loan Documents and the Mortgage Loan Documents, the Mezzanine A Loan Documents or the Mezzanine B Loan Documents.
(c) In each instance of prepayment under this Section 2.5.2, Borrower shall be required to pay all other amounts then due hereunder and no principal amount repaid may be reborrowed.
Appears in 1 contract
Sources: Mezzanine Loan Agreement (KBS Real Estate Investment Trust, Inc.)
Liquidation Events. (ai) In the event of (iA) any Casualty to all the Property or any material portion of the Propertythereof, (iiB) any Condemnation of all the Property or any material portion of the Propertythereof, (iiiC) a Transfer any transfer of the Property or the First Senior Mezzanine CollateralCollateral in connection with a realization thereon following a Mortgage Event of Default or a Senior Mezzanine Event of Default, including, without limitation, a foreclosure sale, or (ivD) any refinancing of the Property Property, Senior Mezzanine Collateral or the Mortgage Loan or the First Mezzanine Loan or (v) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”"LIQUIDATION EVENT"), Borrower or Senior Mezzanine Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be deposited with Lenderdirectly into the Junior Mezzanine Debt Service Account. On each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower shall prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service, together with interest which would have accrued on such amount through the next Payment Date. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid to Borrower. Any prepayment received by Lender pursuant to this Section 2.5.2 2.5(g)(i) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date.
(bii) Borrower shall promptly notify Lender of any Liquidation Event once no later than one (1) Business Day following the first date on which Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of the Property or Senior Mezzanine Collateral on the date on which a contract of sale for such sale is entered into by Mortgage Borrowerinto, and a foreclosure sale, on the date notice of such foreclosure sale is given to Mortgage Borrowergiven, and (ii) a refinancing of the Property or the First Senior Mezzanine LoanCollateral, on the date on which a commitment for such refinancing has been entered into by Mortgage Borrower or First Mezzanine Borrower, as applicableinto. The provisions of this Section 2.5.2 2.5(g)(ii) shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of (i) the Mortgage Loan, the First Mezzanine Loan or Transfer the Sale or Pledge of the Property set forth in this Agreement, Agreement and the other Loan Documents, Documents or (ii) the First Senior Mezzanine Loan Documents or a Sale or Pledge of the Senior Mezzanine Collateral set forth in this Agreement and the Mortgage Other Loan Documents.
(c) In each instance of prepayment under this Section 2.5.2, Borrower shall be required to pay all other amounts then due hereunder and no principal amount repaid may be reborrowed.
Appears in 1 contract
Sources: Junior Mezzanine Loan Agreement (Maguire Properties Inc)
Liquidation Events. (a) In the event of (i) any Casualty to all the Property or any material portion of the Propertythereof, (ii) any Condemnation of all the Property or any material portion of the Propertythereof, (iii) a Transfer of the Property or the First Mezzanine Collateralin connection with realization thereon by Mortgage Lender following a Mortgage Loan Default, including without limitation a foreclosure sale, (iv) any refinancing of the Property or the Mortgage Loan or the First Mezzanine Loan Loan, or (v) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be deposited directly with LenderAdministrative Agent to be held for the benefit of the Lenders. On each date on which Lender actually receives a distribution Provided an Event of Default shall not be continuing, any Net Liquidation Proceeds After Debt ServiceService so deposited pursuant to this Section 2.4.2, Borrower shall prepay be (A) first applied by Administrative Agent to the actual reasonable out of pocket costs of Administrative Agent and Collateral Agent in connection with any prepayment pursuant to this Section 2.4.2 (without duplication of any amounts paid to Administrative Agent in accordance with Article VI hereof), and then (B) applied by Administrative Agent as a prepayment of the outstanding principal balance of the Note Loan in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt ServiceService up to the amount of the Loan and interest that would have accrued on such amount through the end of the Accrual Period in which such monthly Payment Date occurs (such amounts in clauses (A) and (B) together, the “Mezzanine A Mandatory Prepayment Amount”); provided, however, if an Event of Default has occurred and is continuing, Administrative Agent may apply such Net Liquidation Proceeds After Debt Service to the Debt (until paid in full) in any order or priority in its sole discretion. Any amounts Except during the continuance of an Event of Default, any Net Liquidation Proceeds After Debt Service in excess of the Debt Mezzanine A Mandatory Prepayment Amount shall be applied as follows: (i) first, to the Mezzanine B Lender, in an amount equal to the Mezzanine B Mandatory Prepayment Amount, to be applied in accordance with the Mezzanine B Loan Documents, and (ii) second, to Borrower (with such amounts disbursed to Borrower under this clause (ii) for the avoidance of doubt not constituting Net Liquidation Proceeds After Debt Service). After the occurrence of and during the continuance of an Event of Default, Administrative Agent may apply such Net Liquidation Proceeds After Debt Service to the Debt (until paid to Borrowerin full) in any order or priority in its sole discretion. Any Other during the continuance of an Event of Default, no Prepayment Premium or other premium shall be due in connection with any prepayment received by Lender made pursuant to this Section 2.5.2 on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date2.4.2.
(b) Borrower shall promptly notify Lender Administrative Agent of any Liquidation Event once following Borrower has obtaining knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of the Property on the date on which a contract of sale for such sale is entered into by Mortgage Borrower, and a foreclosure sale, on the date notice of such foreclosure sale is given to received by Borrower or Mortgage Borrower, and (ii) a refinancing of the Property or the First Mezzanine LoanProperty, on the date on which a binding commitment or a term sheet in connection with which a rate lock has been executed for such refinancing has been entered into by Mortgage Borrower or First Mezzanine Borrower, as applicableinto. The provisions of this Section 2.5.2 2.4.2(b) shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of the Mortgage Loan, the First Mezzanine Loan or Transfer of the Property set forth in this Agreement, Agreement and the other Loan Documents, the First Mezzanine Loan Documents and the Mortgage Loan Documents.
(c) In each instance of prepayment under this Section 2.5.2, Borrower shall be required to pay all other amounts then due hereunder and no principal amount repaid may be reborrowed.
Appears in 1 contract
Liquidation Events. (a) In the event of (i) any Casualty to all or any portion of the Property, (ii) any Condemnation of all or any portion of the Property, (iii) a Transfer of the Property in connection with realization thereon by Mortgage Lender following an Event of Default under the Mortgage Loan, including, without limitation, a foreclosure sale, or the First Mezzanine Collateral, (iv) any refinancing of the Property or the Mortgage Loan or the First Mezzanine Loan or (v) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be deposited with directly into an account designated by Lender. On each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower shall prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid to Borrower. Any prepayment received by Lender pursuant to this Section 2.5.2 on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and distribution shall be applied by Lender in the same manner as repayments under Section 2.3.1, and such prepayment shall include interest that would have accrued on the next Monthly Payment DatePrincipal prepaid through the end of the current Interest Period. Provided that no Event of Default is continuing, any such mandatory prepayment under clauses (i) and (ii) above shall be without the payment of the Spread Maintenance Premium. Notwithstanding anything to the contrary contained herein, each prepayment under this Section 2.3.2 shall be applied in inverse order of maturity and shall not extend or postpone the due dates of the monthly installments due under the Note or this Agreement, or change the amounts of such installments.
(b) Borrower shall promptly notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of the Property on the date on which a contract of sale for such sale is entered into by Mortgage Borrowerinto, and a foreclosure sale, on the date notice of such foreclosure sale is given to Mortgage Borrowergiven, and (ii) a refinancing of the Property or the First Mezzanine LoanProperty, on the date on which a commitment for such refinancing has been is entered into by Mortgage Borrower or First Mezzanine Borrower, as applicableinto. The provisions of this Section 2.5.2 2.3.2 shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of the Mortgage Loan, the First Mezzanine Loan or Transfer of the Property set forth in this Agreement, Agreement and the other Loan Documents, the First Mezzanine Loan Documents and the Mortgage Loan Documents.
(c) In each instance addition, and notwithstanding anything to the contrary contained herein or in any other Loan Document, provided no Event of prepayment under this Section 2.5.2Default is continuing, Borrower no Spread Maintenance Premium shall be payable in connection with any prepayment of the Debt in connection with a simultaneous prepayment of the Mortgage Loan (i) required by Mortgage Lender under Section 5 or 6 of the Mortgage or (ii) at the election of Mortgage Borrower pursuant to pay all other amounts then due hereunder and no principal amount repaid may be reborrowedSection 7.4.2 of the Mortgage Loan Agreement.
Appears in 1 contract
Sources: Mezzanine Loan Agreement (Behringer Harvard Opportunity REIT I, Inc.)
Liquidation Events. (ai) In the event of (iA) any Casualty to all the Property or any portion of the Propertythereof, (iiB) any Condemnation of all the Property or any portion of the Propertythereof, (iiiC) a Transfer any transfer of the Property or the First Mezzanine Collateralin connection with a realization thereon following a Mortgage Loan Event of Default, including, without limitation, a foreclosure sale, (ivD) any refinancing of the Property or the Mortgage Loan or the First Mezzanine Loan or (vE) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy (the “Owner’s Title Policy”) after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be deposited with Lenderdirectly into the Mezzanine Collateral Account. On each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt ServiceUpon such deposit, Borrower shall prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt ServiceService shall be applied by Lender toward payment of the Debt, without yield maintenance, premium, penalty or other charge. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid to Borrower. Any prepayment received by Lender pursuant to this Section 2.5.2 If such deposit is made on a date other than a Monthly Payment Date Date, Lender shall be held by Lender hold the deposited funds as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date.
(bii) Borrower shall promptly notify Lender of any Liquidation Event once no later than three (3) Business Days following the first date on which Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of the Property on the date on which a contract of sale for such sale is entered into by or on behalf of Borrower or Mortgage Borrower, and all other contingencies, if any, contained therein have been satisfied and/or waived, and a foreclosure sale, on the date notice of such foreclosure sale is given to Mortgage Borrowergiven, and (ii) a refinancing of the Property or the First Mezzanine LoanProperty, on the date on which a commitment for such refinancing has been entered into by Mortgage or on behalf of Borrower or First Mezzanine Mortgage Borrower, as applicableand all contingencies, if any contained therein have been satisfied and/or waived. The provisions of this Section 2.5.2 2.7(c)(ii) shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of the Mortgage Loan, the First Mezzanine Loan or Transfer the Sale or Pledge of the Property set forth in this Agreement, Agreement and the other Loan Documents, the First Mezzanine Loan Documents and the Mortgage Loan Documents.
(c) In each instance of prepayment under this Section 2.5.2, Borrower shall be required to pay all other amounts then due hereunder and no principal amount repaid may be reborrowed.
Appears in 1 contract
Sources: Mezzanine Loan Agreement (Cole Corporate Income Trust, Inc.)
Liquidation Events. (a) In the event of (i) any Casualty to all or any portion of the any Individual Property, (ii) any Condemnation of all or any portion of the any Individual Property, (iii) a Transfer of any Individual Property in connection with realization thereon by the Property or the First Mezzanine CollateralMortgage Lender following a Mortgage Loan Event of Default, including without limitation a foreclosure sale, (iv) a Transfer of the Mezzanine A Collateral in connection with realization thereon by the Mezzanine A Lender following a Mezzanine A Event of Default under the Mezzanine A Loan, including without limitation a foreclosure sale, (v) a Transfer of the Mezzanine B Collateral in connection with realization thereon by the Mezzanine B Lender following a Mezzanine B Event of Default under the Mezzanine B Loan, including without limitation a foreclosure sale, (vi) a Transfer of the Mezzanine C Collateral in connection with realization thereon by the Mezzanine C Lender following a Mezzanine C Event of Default under the Mezzanine C Loan, including without limitation a foreclosure sale or (vii) any refinancing of the Property or any Individual Property, the Mortgage Loan, the Mezzanine A Loan, the Mezzanine B Loan or the First Mezzanine C Loan or (v) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be deposited with directly into an account designated by Lender. On each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower if such date is a Payment Date, such Net Liquidation Proceeds After Debt Service shall prepay be applied to the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service, together with interest that would have accrued on such amount through the next Payment Date and all other sums then due. Any amounts In the event Lender receives a distribution of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid to Borrower. Any prepayment received by Lender pursuant to this Section 2.5.2 on a date other than a Monthly Payment Date Date, such amounts shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date.
(b) Borrower shall promptly immediately notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of the any Individual Property on the date on which a contract of sale for such sale is entered into by Mortgage Borrowerinto, and a foreclosure sale, on the date notice of such foreclosure sale is given to Mortgage Borrowergiven, and (ii) a refinancing of any Individual Property, the Property Mortgage Loan, the Mezzanine A Loan, the Mezzanine B Loan or the First Mezzanine Loan, C Loan on the date on which a commitment for such refinancing has been is entered into by Mortgage Borrower or First Mezzanine Borrower, as applicableinto. The provisions of this Section 2.5.2 2.3.2 shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of the Mortgage Loan, the First Mezzanine A Loan, the Mezzanine B Loan or the Mezzanine C Loan or Transfer of the Property set forth in this Agreement, Agreement and the other Loan Documents, the First Mezzanine Loan Documents and the Mortgage Loan Documents, the Mezzanine A Loan Documents, the Mezzanine B Loan Documents or the Mezzanine C Loan Documents.
(c) In each instance of prepayment under this Section 2.5.2, Borrower shall be required to pay all other amounts then due hereunder and no principal amount repaid may be reborrowed.
Appears in 1 contract
Sources: Mezzanine Loan Agreement (KBS Real Estate Investment Trust, Inc.)
Liquidation Events. (a) In the event of (i) any Casualty to all or any all or any portion of the Property, (ii) any Condemnation of all or any portion of the Property, (iii) a Transfer of the Property in connection with realization thereon following a Mortgage Loan Event of Default, including without limitation a foreclosure sale, or the First Mezzanine Collateral, (iv) any refinancing of the Property or the Mortgage Loan or the First Mezzanine Loan or (v) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be deposited with Lenderdirectly into the First Mezzanine Cash Management Account. On each date on which Lender actually receives a distribution of such portion of Net Liquidation Proceeds After Debt Service, Borrower shall prepay hereby authorizes Lender to apply such funds as follows: (A) first, apply to the outstanding principal balance of Obligations until the Note Obligations are repaid in an amount equal to one hundred percent full, and (100%B) of such Net Liquidation Proceeds After Debt Service. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid second, transfer to Borrower. Any prepayment received by Lender pursuant to this Section 2.5.2 2.4.5(a) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date. Other than following an Event of Default or Mortgage Loan Event of Default, no Prepayment Premium or fee shall be due in connection with any prepayment made pursuant to this Section 2.4.5(a); provided, however, that in no event shall a Prepayment Premium be due in connection with a Liquidation Event of the type described in clauses (i) and (ii) above. Any partial prepayment under this Section 2.4.5(a) shall be applied to the last payments of principal due under the Loan or the Mortgage Loan, as applicable. Any sale of Units permitted under this Agreement shall not be considered a Liquidation Event or give rise to Net Liquidation Proceeds After Debt Service.
(b) Borrower shall promptly immediately notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of the Property on the date on which a contract of sale for such sale is entered into by Mortgage Borrowerinto, and a foreclosure sale, on the date notice of such foreclosure sale is given to Mortgage Borrowergiven, and (ii) a refinancing of the Property or the First Mezzanine LoanProperty, on the date on which a commitment for such refinancing has been entered into by Mortgage Borrower or First Mezzanine Borrower, as applicableand a closing date for the funding of such refinancing has been scheduled. The provisions of this Section 2.5.2 2.4.5 shall not be construed to contravene or expand upon in any manner the restrictions and other provisions regarding refinancing of the Mortgage Loan, the First Mezzanine Loan or Transfer of the Property set forth in this Agreement, the Mortgage Loan Documents, and the other Loan Documents, the First Mezzanine Loan Documents and the Mortgage Loan Documents.
(c) In each instance of prepayment under whether or not notice is given pursuant to this Section 2.5.2, Borrower shall be required to pay all other amounts then due hereunder and no principal amount repaid may be reborrowed2.4.5.
Appears in 1 contract
Sources: First Mezzanine Loan Agreement (KBS Real Estate Investment Trust, Inc.)
Liquidation Events. (a) In the event of (i) any Casualty to all or any portion of the PropertyProperty thereof, (ii) any Condemnation of all or any portion of the Property, (iii) a Transfer transfer of the Property or in connection with realization thereon pursuant to the First Mezzanine CollateralMortgage Loan Documents following and during the continuance of a Mortgage Loan Event of Default, including without limitation, a foreclosure sale, (iv) any a sale or refinancing of the Property in violation of the Transfer provisions in the Loan Documents or a refinancing of the Mortgage Loan or in violation of the First Mezzanine Transfer provisions in the Loan Documents, or (v) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be deposited with paid to Lender. On each date on which Lender actually receives a distribution of Any Net Liquidation Proceeds After Debt ServiceService paid to Lender pursuant to this Section 2.4.2, Borrower shall prepay be applied by Lender as a prepayment of the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service. Any amounts of Net Liquidation Proceeds After Debt Service in excess , together with interest that would have accrued on such amount through the end of the Debt shall be paid to Borrowerrelated Interest Period. Any prepayment received by Lender pursuant to this Section 2.5.2 2.4.2 on a date other than a Monthly Payment Prepayment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date. In the event that the Net Liquidation Proceeds After Debt Service are applied as a prepayment of Debt, the same shall be applied as follows: (A) prepay the outstanding principal balance of the Loan, (B) then to Junior Mezzanine Lender and the Junior Mezzanine Loan. For the avoidance of doubt, Net Liquidation Proceeds After Debt Service relating to any Casualty or Condemnation shall not be required to be paid to Lender or delivered hereunder until after any restoration of the Property performed pursuant to and in accordance with the Mortgage Loan Documents has been completed. Other than following an Event of Default, no Spread Maintenance Payment shall be due in connection with any prepayment made pursuant to this Section 2.4.2.
(b) Borrower shall promptly notify Lender of any Liquidation Event once following Borrower has obtaining knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale described in subclause (iv) of Section 2.4.2(a) above (other than a foreclosure sale) of the Property on the date on which a contract of sale for such sale is entered into by Mortgage Borrowerinto, and a foreclosure sale, on the date notice of such foreclosure sale is given to Mortgage Borrowergiven, and (ii) a refinancing described in subclause (iv) of the Property or the First Mezzanine LoanSection 2.4.2(a) above, on the date on which a binding commitment for such refinancing has been entered into by Mortgage Borrower or First Mezzanine Borrower, as applicableinto. The provisions of this Section 2.5.2 2.4.2 shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of the Mortgage Loan, the First Mezzanine Loan or Transfer of the Property set forth in this Agreement, Agreement and the other Loan Documents, the First Mezzanine Loan Documents and the Mortgage Loan Documents.
(c) In each instance of prepayment under this Section 2.5.2, Borrower shall be required to pay all other amounts then due hereunder and no principal amount repaid may be reborrowed.
Appears in 1 contract
Sources: Senior Mezzanine Loan Agreement (Ashford Hospitality Prime, Inc.)
Liquidation Events. (a) In the event of (i) any Casualty to all or any portion of the any Individual Property, (ii) any Condemnation of all or any portion of the any Individual Property, (iii) a Transfer of any Individual Property in connection with realization thereon by the Property or Mortgage Lender following an Event of Default under the First Mezzanine CollateralMortgage Loan, including without limitation a foreclosure sale, (iv) a Transfer of any refinancing Collateral under the Mezzanine Loan in connection with a realization thereon by Mezzanine Lender following an Event of Default under the Property or the Mortgage Loan or the First Mezzanine Loan or (v) the receipt by Mortgage Borrower any refinancing of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Individual Property, the Mortgage Borrower to cure any title defect Loan or the Mezzanine Loan (each, a “"Liquidation Event”"), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be deposited with directly into an account designated by Lender. On each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower if such date is a Payment Date, such Net Liquidation Proceeds After Debt Service shall prepay be applied to the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service, together with interest that would have accrued on such amount through the next Payment Date and all other sums then due. Any amounts In the event Lender receives a distribution of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid to Borrower. Any prepayment received by Lender pursuant to this Section 2.5.2 on a date other than a Monthly Payment Date Date, such amounts shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date.
(b) Borrower shall promptly immediately notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of the any Individual Property on the date on which a contract of sale for such sale is entered into by Mortgage Borrowerinto, and a foreclosure sale, on the date notice of such foreclosure sale is given to Mortgage Borrowergiven, and (ii) a refinancing of the Property or the First Mezzanine Loanany Individual Property, on the date on which a commitment for such refinancing has been is entered into by Mortgage Borrower or First Mezzanine Borrower, as applicableinto. The provisions of this Section 2.5.2 2.3.2 shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of the Mortgage Loan or the Mezzanine Loan, the First collateral under the Mezzanine Loan or Transfer of the Property or the Collateral set forth in this Agreement, Agreement and the other Loan Documents, the First Mezzanine Loan Documents and the Mortgage Mezzanine Loan Documents.
(c) In each instance of prepayment under this Section 2.5.2, Borrower shall be required to pay all other amounts then due hereunder and no principal amount repaid may be reborrowed.
Appears in 1 contract
Sources: Junior Mezzanine Loan Agreement (Felcor Lodging Trust Inc)
Liquidation Events. (a) In the event of (i) any Casualty to all or any portion of the any Individual Property, (ii) any Condemnation of all or any portion of the any Individual Property, (iii) a Transfer of any Individual Property in connection with realization thereon by the Property or the First Mezzanine CollateralMortgage Lender following a Mortgage Loan Event of Default, including without limitation a foreclosure sale, (iv) a Transfer of the Mezzanine A Collateral in connection with realization thereon by the Mezzanine A Lender following a Mezzanine A Event of Default under the Mezzanine A Loan, including without limitation a foreclosure sale, (v) a Transfer of the Mezzanine B Collateral in connection with realization thereon by the Mezzanine B Lender following a Mezzanine B Event of Default under the Mezzanine B Loan, including without limitation a foreclosure sale, (vi) a Transfer of the Mezzanine C Collateral in connection with realization thereon by the Mezzanine C Lender following a Mezzanine C Event of Default under the Mezzanine C Loan, including without limitation a foreclosure sale, (vii) a Transfer of the Mezzanine D Collateral in connection with realization thereon by the Mezzanine D Lender following a Mezzanine D Event of Default under the Mezzanine D Loan, including without limitation a foreclosure sale, or (viii) any refinancing of the Property or any Individual Property, the Mortgage Loan, Mezzanine A Loan, Mezzanine B Loan, Mezzanine C Loan or the First Mezzanine D Loan or (v) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be deposited with directly into an account designated by Lender. On each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower if such date is a Payment Date, such Net Liquidation Proceeds After Debt Service shall prepay be applied to the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service, together with interest that would have accrued on such amount through the next Payment Date and all other sums then due. Any amounts In the event Lender receives a distribution of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid to Borrower. Any prepayment received by Lender pursuant to this Section 2.5.2 on a date other than a Monthly Payment Date Date, such amounts shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date.
(b) Borrower shall promptly immediately notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of the any Individual Property on the date on which a contract of sale for such sale is entered into by Mortgage Borrowerinto, and a foreclosure sale, on the date notice of such foreclosure sale is given to Mortgage Borrowergiven, and (ii) a refinancing of any Individual Property, the Property Mortgage Loan, Mezzanine A Loan, Mezzanine B Loan, Mezzanine C Loan or the First Mezzanine Loan, D Loan on the date on which a commitment for such refinancing has been is entered into by Mortgage Borrower or First Mezzanine Borrower, as applicableinto. The provisions of this Section 2.5.2 2.3.2 shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of the Mortgage Loan, Mezzanine A Loan, Mezzanine B Loan, Mezzanine C Loan or the First Mezzanine D Loan or Transfer of the Property set forth in this Agreement, Agreement and the other Loan Documents, the First Mezzanine Loan Documents and the Mortgage Loan Documents, the Mezzanine A Loan Documents, the Mezzanine B Loan Documents, the Mezzanine C Loan Documents or the Mezzanine D Loan Documents.
(c) In each instance of prepayment under this Section 2.5.2, Borrower shall be required to pay all other amounts then due hereunder and no principal amount repaid may be reborrowed.
Appears in 1 contract
Sources: Mezzanine Loan Agreement (KBS Real Estate Investment Trust, Inc.)
Liquidation Events. (a) In the event of (i) any Casualty to all or any portion of the Property, (ii) any Condemnation of all or any portion of the Property, (iii) a Transfer of the Property or in connection with realization thereon following an Event of Default under the First Mezzanine CollateralMortgage Loan, including without limitation a foreclosure sale, (iv) any refinancing of the Property or the Mortgage Loan or the First Mezzanine Loan Loan, or (v) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be deposited directly with Lender. On each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower shall prepay the outstanding principal balance of the Note Loan in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service, together with interest that would have accrued on such amount through the next Payment Date, and, other than in connection with a Liquidation Event occurring under subclauses (i), (ii) or (v) above, together with any applicable Exit Fee or Prepayment Premium. Any amounts For the avoidance of Net Liquidation Proceeds After Debt Service in excess of the Debt doubt, no Exit Fee or Prepayment Premium shall be paid to Borrowerpayable in connection with a Liquidation Event occurring under subclauses (i), (ii) or (v) above. Any prepayment received by Lender pursuant to this Section 2.5.2 2.4.2(a) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date. After payment in full of the Loan, any remaining Net Liquidation Proceeds After Debt Service on deposit with Lender shall be released to Borrower.
(b) Borrower shall promptly notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of the Property on the date on which a contract of sale for such sale is entered into by Mortgage Borrowerinto, and a foreclosure sale, on the date notice of such foreclosure sale is given to Borrower or Mortgage Borrower, and (ii) a refinancing of the Property or the First Mezzanine LoanProperty, on the date on which a commitment for such refinancing has been entered into by Mortgage Borrower or First Mezzanine Borrower, as applicableinto. The provisions of this Section 2.5.2 2.4.2 shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of the Mortgage Loan, the First Mezzanine Loan or Transfer of the Property set forth in this Agreement, the other Loan Documents, the First Mezzanine Loan Documents and or the Mortgage Loan Documents.
(c) In each instance of prepayment under this Section 2.5.2, Borrower shall be required to pay all other amounts then due hereunder and no principal amount repaid may be reborrowed.
Appears in 1 contract
Sources: Mezzanine Loan Agreement (Global Income Trust, Inc.)
Liquidation Events. (a) In Subject to the Provisions of the Mortgage Loan Agreement, in the event of (i) any Casualty to all the Property or any material portion of the Propertythereof, (ii) any Condemnation of all the Property or any material portion of the Propertythereof, (iii) a Transfer of the Property or the First Mezzanine CollateralA Collateral in connection with the realization on the Mortgage following an Event of Default under the Mortgage Loan, or an Event of Default under the Mezzanine A Loan, including without limitation a foreclosure sale, (iv) any refinancing of the Property or the Mortgage Loan or the First Mezzanine Loan A Loan, or (v) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be deposited with Lenderdirectly into the Mezzanine B Deposit Account. On With respect to subclauses (iii) and (iv) of the immediately preceding sentence, on each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower shall prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service, together with (i) the applicable Prepayment Fee, (ii) Breakage Costs, (iii) if made prior to the Permitted Payment Date, the Spread Maintenance Premium calculated with respect to the amount of principal being prepaid, and (iv) all interest which would have accrued on the amount of the Loan to be paid through and including the last day of the Interest Period related to the Monthly Payment Date next occurring following the date of such payment, or, if such prepayment occurs on a Monthly Payment Date, through and including the last day of the Interest Period related to such Monthly Payment Date. Borrower acknowledges and agrees that any sums received by Lender pursuant to this Section 2.4.2 may be transferred by Lender to Mortgage Lender in accordance with the terms of any intercreditor agreement to be applied to the payment of the Mortgage Loan in accordance with the terms of the Mortgage Loan Documents and any such sums which are transferred to the Mortgage Lender will not be applied to the payment of the Debt. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid to Borrower. Any prepayment received by Lender pursuant to this Section 2.5.2 2.4.2(a) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date.
(b) Borrower shall promptly notify Lender of any Liquidation Event once not later than one (1) Business Day following the first date on which Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of the Property or the Mezzanine A Collateral on the date on which a contract of sale for such sale is entered into by Mortgage Borrowerinto, and a foreclosure sale, on the date notice of such foreclosure sale is given to Mortgage Borrowergiven, and (ii) a refinancing of the Property or the First Mezzanine LoanA Collateral, on the date on which a commitment for such refinancing has been entered into by Mortgage Borrower or First Mezzanine Borrower, as applicableinto. The provisions of this Section 2.5.2 2.4.2 shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of the Mortgage Loan, Loan or the First Mezzanine Loan A Collateral or Transfer of the Property or the Mezzanine A Collateral set forth in this Agreement, Agreement and the other Loan Documents, the First Mezzanine Loan Documents and the Mortgage Loan Documents.
(c) In each instance of prepayment under this Section 2.5.2, Borrower shall be required to pay all other amounts then due hereunder and no principal amount repaid may be reborrowed.
Appears in 1 contract
Liquidation Events. (a) In the event of (i) any Casualty to all or any portion of the Property, (ii) any Condemnation of all or any portion of the Property, Property or (iii) a Transfer of the Property or the First Mezzanine Collateral, (iv) any refinancing of the Property or the Mortgage Loan or the First Mezzanine Loan or (v) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service Proceeds, if any, to be deposited with directly into an account designated by Lender. On each date on which Lender actually receives a distribution of Net Liquidation Proceeds, if such date is a Payment Date, such Net Liquidation Proceeds After Debt Service, Borrower shall prepay be applied to the outstanding principal balance of the Note Note, together with interest that has accrued on such amount up to such date and all other sums then due, in an amount equal up to one hundred percent (100%) of such Net Liquidation Proceeds After Debt ServiceProceeds. Any amounts In the event Lender receives a distribution of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid to Borrower. Any prepayment received by Lender pursuant to this Section 2.5.2 on a date other than a Monthly Payment Date Date, such amounts shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall all be applied by Lender on the next Monthly Payment Date. Any Net Proceeds remaining after the payment of such principal balance, accrued interest, and other sums shall be paid to, or at the direction of, Borrower.
(b) Borrower shall promptly notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of the Property on the date on which a contract of sale for such sale is entered into by Mortgage Borrowerinto, and a foreclosure sale, on the date notice of such foreclosure sale is given to Mortgage Borrowergiven, and (ii) a refinancing of the Property or the First Mezzanine LoanProperty, on the date on which a binding commitment for such refinancing has been is entered into by Mortgage Borrower or First Mezzanine Borrower, as applicableinto. The provisions of this Section 2.5.2 2.3.2 shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of the Mortgage Loan, the First Mezzanine Loan or Transfer of the Property set forth in this Agreement, Agreement and the other Loan Documents, the First Mezzanine Loan Documents and the Mortgage Loan Documents.
(c) In each instance of prepayment under this Section 2.5.2, Borrower shall be required to pay all other amounts then due hereunder and no principal amount repaid may be reborrowed.
Appears in 1 contract
Liquidation Events. (a) ). In the event of (iA) any Casualty to all the Property or any portion of the Propertythereof, (iiB) any Condemnation of all the Property or any portion of the Propertythereof, (iiiC) a Transfer any transfer of the Property or the First Mezzanine Collateralin connection with a realization thereon following a Mortgage Loan Event of Default, including, without limitation, a foreclosure sale, (ivD) any refinancing of the Property or the Mortgage Loan or the First Mezzanine Loan or (vE) the receipt by Mortgage Borrower of any excess proceeds realized under its ownerOwner’s title insurance policy Title Insurance Policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be deposited with Lenderinto an account designated by Agent. On each date on which Lender Agent actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower shall prepay prepay, without Spread Maintenance Premium, penalty or other charge, the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service, together with interest which would have accrued on such amount through and including the last day of the Interest Period during which such prepayment occurs notwithstanding that such Interest Period extends beyond the date such prepayment occurs, unless the date the Net Liquidation Proceeds After Debt Service is paid to Agent is the last day of the Interest Period then in effect. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid to Borrower. Any prepayment received by Lender Agent pursuant to this Section 2.5.2 section on a date other than a Monthly Payment Date the last day of any applicable Interest Period shall be held by Lender Agent as collateral security for the Loan Loan, for the benefit of Lenders, in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied to the Debt by Lender Agent on the next last day of the Interest Period then in effect, in which case, through and including the last day of the Interest Period that ends immediately prior to such Monthly Payment Date. Notwithstanding anything contained herein to the contrary, in the event that Mortgage Agent uses Net Proceeds resulting from a Casualty or Condemnation of the Property to prepay the Mortgage Loan in full including any accrued and unpaid interest thereon in accordance with the Mortgage Loan Agreement, Borrower shall be permitted to prepay the entire amount of the Loan outstanding on the last day of the Interest Period then in effect and no Spread Maintenance Premium or other prepayment fee shall be due in connection therewith.
(b) ). Borrower shall promptly notify Lender Agent of any contemplated Liquidation Event once no later than three (3) Business Days following the first date on which Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of the Property on the date on which a contract of sale for such sale is entered into by Mortgage Borrower, and a foreclosure sale, on the date notice of such foreclosure sale is given to Mortgage Borrowerinto, and (ii) a refinancing of the Property or the First Mezzanine LoanProperty, on the date on which a commitment for such refinancing has been entered into by Mortgage Borrower or First Mezzanine Borrower, as applicableinto. The provisions of this Section 2.5.2 2.4.2 shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of the Mortgage Loan, the First Mezzanine Loan or Transfer the transfer of the Property set forth in this Agreement, the other Loan Documents, the First Mezzanine Loan Documents and the Mortgage Loan Documents.
(c) In each instance of prepayment under this Section 2.5.2, Borrower shall be required to pay all other amounts then due hereunder and no principal amount repaid may be reborrowed.
Appears in 1 contract
Sources: Mezzanine Loan Agreement (Black Creek Diversified Property Fund Inc.)
Liquidation Events. (a) In Subject to Section 2.4.2 of the Mortgage Loan Agreement, in the event of (i) any Casualty to all or any portion of the Property, (ii) any Condemnation of all or any portion of the Property, (iii) a Transfer of any Mezzanine A Pledged Collateral part of the Property in connection with realization thereon following a Mezzanine A Loan Default or the First Mezzanine Collaterala Mortgage Loan Event of Default, including without limitation a foreclosure sale, (iv) any refinancing of the Mezzanine A Loan, the Property or the Mortgage Loan or the First Mezzanine Loan Loan, or (v) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be deposited with Lenderdirectly into the Deposit Account. On each date on which Lender actually receives a distribution of Any Net Liquidation Proceeds After Debt ServiceService deposited into the Deposit Account pursuant to this Section 2.4.2, Borrower shall prepay be applied by Lender as a prepayment of the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service, together with interest that would have accrued on such amount through the end of the related Interest Period, and in connection with a Liquidation Event set forth in clauses (a)(iii) and (a)(iv) of this Section 2.4.2, the applicable Spread Maintenance Payment, if any. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid to Borrower. Any prepayment received by Lender pursuant to this Section 2.5.2 2.4.2(a) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on in the next Monthly Payment Date.
(b) Borrower shall promptly notify Lender of any Liquidation Event once following Borrower has obtaining knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of the Property or Mezzanine A Pledged Collateral on the date on which a contract of sale for such sale is entered into by Mortgage Borrowerinto, and a foreclosure sale, on the date notice of such foreclosure sale is given to Mortgage Borrowergiven, and (ii) a refinancing of the Property or the First Mezzanine A Loan, on the date on which a binding commitment for such refinancing has been entered into by Mortgage Borrower or First Mezzanine Borrower, as applicableinto. The provisions of this Section 2.5.2 2.4.2 shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of the Mortgage Loan, the First Loan or Mezzanine A Loan or Transfer of the Property or the Mezzanine A Pledged Collateral set forth in this Agreement, Agreement and the other Loan Documents, the First Mezzanine Loan Documents and the Mortgage Loan Documents.
(c) In each instance of prepayment under this Section 2.5.2, Borrower shall be required to pay all other amounts then due hereunder and no principal amount repaid may be reborrowed.
Appears in 1 contract
Sources: Mezzanine Loan Agreement (Strategic Hotels & Resorts, Inc)
Liquidation Events. (a) In the event of (i) any Casualty to all or any all or any portion of the PropertyProperties, (ii) any Condemnation of all or any portion of the PropertyProperties, (iii) a Transfer of all or any portion of the Property Properties in connection with realization thereon following a Mortgage Loan Event of Default, including without limitation a foreclosure sale, or the First Mezzanine Collateral, (iv) any refinancing of all or any portion of the Property Properties or the Mortgage Loan or the First Mezzanine Loan or (v) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”"LIQUIDATION EVENT"), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be deposited with Lenderdirectly into the Mezzanine Deposit Account. On each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower shall prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service, together with interest through the date of such prepayment. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid to Borrower. Any prepayment received by Lender pursuant to this Section 2.5.2 2.4.4(a) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date. No prepayment premium or fee shall be due in connection with any prepayment made pursuant to this Section 2.4.4
(a) Any partial prepayment shall be applied to the last payment of principal due under the Loan.
(b) Borrower shall promptly immediately notify Lender Agent of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of all or any portion of the Property Properties on the date on which a contract of sale for such sale is entered into by Mortgage Borrowerinto, and a foreclosure sale, on the date notice of such foreclosure sale is given to Mortgage Borrowergiven, and (ii) a refinancing of all or any portion of the Properties (other than as expressly permitted pursuant to this Agreement, it being understood and agreed that any Property or which has been released pursuant to the First Mezzanine Loanterms of this Agreement shall be deemed excluded from the provisions of this Section), on the date on which a commitment for such refinancing has been entered into by Mortgage Borrower or First Mezzanine Borrower, as applicableinto. The provisions of this Section 2.5.2 2.4.4(b) shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of the Mortgage Loan, the First Mezzanine Loan or Transfer of the Property Properties set forth in this Agreement, the other Loan Documents, the First Mezzanine Loan Documents and the Mortgage Loan Documents.
(c) In each instance of prepayment under this Section 2.5.2, Borrower shall be required to pay all other amounts then due hereunder and no principal amount repaid may be reborrowed.
Appears in 1 contract
Sources: Mezzanine Loan Agreement (Skilled Healthcare Group Inc)
Liquidation Events. (ai) In the event of (iA) any Casualty to all the Property or any material portion of the Propertythereof, (iiB) any Condemnation of all the Property or any material portion of the Propertythereof, (iiiC) a Transfer of the Property in connection with realization thereon following an Event of Default under the Mortgage Loan, including without limitation a foreclosure sale, or the First Mezzanine Collateral, (ivD) any refinancing of the Property or the Mortgage Loan or the First Mezzanine Loan or (v) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be deposited with Lenderdirectly into the Mezzanine Deposit Account. On each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower shall prepay the outstanding principal balance of the Mezzanine Note in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service, together with (A) in the event that such Net Proceeds are received on or before a Payment Due Date, interest accruing on such amount calculated through and including the end of the Interest Period in which such Payment Due Date occurs, or (B) in the event that such Net Proceeds are received on a date after a Payment Due Date, interest accruing on such amount calculated through and including the end of the Interest Period in which the next Payment Due Date occurs. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid to Borrower. Any prepayment received by Lender pursuant to this Section 2.5.2 2.05(d)(i) on a date other than a Monthly Payment Due Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Due Date.
(bii) Borrower shall promptly notify Lender of any Liquidation Event once not later than one Business Day following the first date on which Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (iA) a sale (other than a foreclosure sale) of the Property on the date on which a contract of sale for such sale is entered into by Mortgage Borrowerinto, and a foreclosure sale, on the date notice of such foreclosure sale is given to Mortgage Borrowergiven, and (iiB) a refinancing of the Property or the First Mezzanine LoanProperty, on the date on which a commitment for such refinancing has been entered into by Mortgage Borrower or First Mezzanine Borrower, as applicableinto. The provisions of this Section 2.5.2 2.05(d) shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of the Mortgage Loan, the First Mezzanine Loan or Transfer of the Property set forth in this Agreement, Agreement and the other Loan Documents, the First Mezzanine Loan Documents and the Mortgage Loan Documents.
(c) In each instance of prepayment under this Section 2.5.2, Borrower shall be required to pay all other amounts then due hereunder and no principal amount repaid may be reborrowed.
Appears in 1 contract
Sources: Mezzanine Loan Agreement (CNL Hotels & Resorts, Inc.)
Liquidation Events. (a) In the event of (i) any Casualty to affecting all or any portion of the any Individual Property, (ii) any Condemnation of all or any portion of the any Individual Property, (iii) a Transfer of any Individual Property in connection with realization thereon by the Property or the First Mezzanine CollateralMortgage Lender following a Mortgage Loan Event of Default, including without limitation a foreclosure sale, (iv) intentionally omitted, (v) intentionally omitted or (vi) any refinancing of the Property Properties or the Mortgage Loan or the First Mezzanine Loan or (v) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service (if any) to be deposited with LenderLender and to be applied in accordance with the applicable provisions of this Section 2.3.2(a). On each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower if such date is a Payment Date, such Net Liquidation Proceeds After Debt Service shall prepay be applied to the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such and all other sums then due hereunder or under the Loan Documents and any remaining Net Liquidation Proceeds After Debt ServiceService shall be disbursed to Borrower. Any amounts In the event Lender receives a distribution of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid to Borrower. Any prepayment received by Lender pursuant to this Section 2.5.2 on a date other than a Monthly Payment Date Date, such amounts shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender in accordance with the immediately preceding sentence on the next Monthly Payment Date. No Prepayment Consideration or any other prepayment premium or penalty shall be due in connection with any prepayment made as a result of any of the events described in clauses (i) or (ii) of this Section 2.3.2(a).
(b) Borrower shall promptly notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of the an Individual Property on the date on which a contract of sale for such sale is entered into by Mortgage Borrowerinto, and a foreclosure sale, on the date notice of such foreclosure sale is given to Borrower or Mortgage Borrower, and (ii) a refinancing of the an Individual Property or the First Mezzanine Mortgage Loan, on the date on which a commitment for such refinancing has been is entered into by Mortgage Borrower or First Mezzanine Borrower, as applicableinto. The provisions of this Section 2.5.2 2.3.2 shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of the Mortgage Loan, the First Mezzanine Loan or the Transfer of the any Individual Property set forth in this Agreement, and the other Loan Documents, the First Mezzanine Loan Documents and or the Mortgage Loan Documents.
(c) In each instance of prepayment under this Section 2.5.2, Borrower shall be required to pay all other amounts then due hereunder and no principal amount repaid may be reborrowed.
Appears in 1 contract
Sources: Mezzanine Loan Agreement (Archstone Smith Operating Trust)
Liquidation Events. (a) In the event of (i) any Casualty to all the Property or any material portion of the Propertythereof, (ii) any Condemnation of all the Property or any material portion of the Propertythereof, (iii) a Transfer of the Property Mezzanine B Collateral, Mezzanine A Collateral or the First Property in connection with realization thereon by Mezzanine CollateralB Collateral Agent, Mezzanine A Collateral Agent or Mortgage Lender following a Mezzanine B Loan Default, Mezzanine A Loan Default or Mortgage Loan Default, including without limitation a foreclosure sale, (iv) any refinancing of the Property Property, Mezzanine B Collateral, Mezzanine A Collateral, Mezzanine B Loan, Mezzanine A Loan or the Mortgage Loan or the First Mezzanine Loan Loan, or (v) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be deposited directly with LenderAdministrative Agent to be held for the benefit of Lenders. On each date on which Lender actually receives a distribution Provided an Event of Default shall not be continuing, any Net Liquidation Proceeds After Debt ServiceService so deposited pursuant to this Section 2.4.2, Borrower shall prepay be (A) first applied by Administrative Agent to the actual reasonable out of pocket costs of Administrative Agent and Collateral Agent in connection with any prepayment pursuant to this Section 2.4.2 (without duplication of any amounts paid to Administrative Agent in accordance with Article VI hereof), and then (B) applied by Administrative Agent as a prepayment of the outstanding principal balance of the Note Loan in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt ServiceService up to the amount of the Loan and interest that would have accrued on such amount through the end of the Accrual Period in which such monthly Payment Date occurs (such amounts in clauses (A) and (B) together, the “Mezzanine C Mandatory Prepayment Amount”); provided, however, if an Event of Default has occurred and is continuing, Administrative Agent may apply such Net Liquidation Proceeds After Debt Service to the Debt (until paid in full) in any order or priority in its sole discretion. Any amounts Except during the continuance of an Event of Default, any Net Liquidation Proceeds After Debt Service in excess of the Debt Mezzanine C Mandatory Prepayment Amount shall be disbursed to Borrower (with such amounts disbursed to Borrower for the avoidance of doubt not constituting Net Liquidation Proceeds After Debt Service). After the occurrence of and during the continuance of an Event of Default, Administrative Agent may apply such Net Liquidation Proceeds After Debt Service to the Debt (until paid to Borrowerin full) in any order or priority in its sole discretion. Any Other during the continuance of an Event of Default, no Prepayment Premium or other premium shall be due in connection with any prepayment received by Lender made pursuant to this Section 2.5.2 on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date2.4.2.
(b) Borrower shall promptly notify Lender Administrative Agent of any Liquidation Event once following Borrower has obtaining knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of the Property Property, Mezzanine A Collateral or Mezzanine B Collateral on the date on which a contract of sale for such sale is entered into by Mortgage Borrower, Mezzanine A Borrower or Mezzanine B Borrower, and a foreclosure sale, on the date notice of such foreclosure sale is given to received by Borrower, Mezzanine B Borrower, Mezzanine A Borrower or Mortgage Borrower, and (ii) a refinancing of the Property Mezzanine B Collateral, Mezzanine A Collateral or the First Mezzanine LoanProperty, on the date on which a binding commitment or a term sheet in connection with which a rate lock has been executed for such refinancing has been entered into by Mortgage Borrower or First Mezzanine Borrower, as applicableinto. The provisions of this Section 2.5.2 2.4.2(b) shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of the Mortgage Mezzanine B Loan, the First Mezzanine A Loan or Mortgage Loan or Transfer of the Mezzanine B Collateral, the Mezzanine A Collateral or the Property set forth in this Agreement, Agreement and the other Loan Documents, the First Mezzanine Loan Documents and the Mortgage Loan Documents.
(c) In each instance of prepayment under this Section 2.5.2, Borrower shall be required to pay all other amounts then due hereunder and no principal amount repaid may be reborrowed.
Appears in 1 contract
Liquidation Events. (a) In the event of (i) any Casualty to all or any portion of the any Individual Property, (ii) any Condemnation of all or any portion of the any Individual Property, (iii) a Transfer of any Individual Property in connection with realization thereon by Mortgage Lender following an Event of Default under the Property Mortgage Loan, including without limitation a foreclosure sale, or the First Mezzanine Collateral, (iv) any refinancing of the any Individual Property or the Mortgage Loan or the First Mezzanine Loan or (v) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be deposited with directly into an account designated by Lender. On each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower if such date is a Payment Date, such Net Liquidation Proceeds After Debt Service shall prepay be applied to the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service, together with interest that would have accrued on such amount through the next Payment Date and all other sums then due. Any amounts In the event Lender receives a distribution of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid to Borrower. Any prepayment received by Lender pursuant to this Section 2.5.2 on a date other than a Monthly Payment Date Date, such amounts shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date.
(b) Borrower shall promptly notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of the any Individual Property on the date on which a contract of sale for such sale is entered into by Mortgage Borrowerinto, and a foreclosure sale, on the date notice of such foreclosure sale is given to Mortgage Borrowergiven, and (ii) a refinancing of the Property or the First Mezzanine Loanany Individual Property, on the date on which a commitment for such refinancing has been is entered into by Mortgage Borrower or First Mezzanine Borrower, as applicableinto. The provisions of this Section 2.5.2 2.3.2 shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of the Mortgage Loan, the First Mezzanine Loan or Transfer of the Property set forth in this Agreement, Agreement and the other Loan Documents, the First Mezzanine Loan Documents and the Mortgage Loan Documents.
(c) In each instance of prepayment under this Section 2.5.2, Borrower shall be required to pay all other amounts then due hereunder and no principal amount repaid may be reborrowed.
Appears in 1 contract
Sources: Mezzanine Loan Agreement (CNL Healthcare Trust, Inc.)
Liquidation Events. (a) In Subject to the Provisions of the Mortgage Loan Agreement, in the event of (i) any Casualty to all the Property or any material portion of the Propertythereof, (ii) any Condemnation of all the Property or any material portion of the Propertythereof, (iii) a Transfer of the Property or in connection with the First Mezzanine Collateralrealization on the Mortgage following an Event of Default under the Mortgage Loan, including without limitation a foreclosure sale, (iv) any refinancing of the Property or the Mortgage Loan or the First Mezzanine Loan Loan, or (v) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be deposited with Lenderdirectly into the Mezzanine Deposit Account. On With respect to subclauses (iii) and (iv) of the immediately preceding sentence, on each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower shall prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service, together with (i) the applicable Prepayment Fee, (ii) Breakage Costs, (iii) if made prior to the Permitted Payment Date, the Spread Maintenance Premium calculated with respect to the amount of principal being prepaid, and (iv) all interest which would have accrued on the amount of the Loan to be paid through and including the last day of the Interest Period related to the Monthly Payment Date next occurring following the date of such payment, or, if such prepayment occurs on a Monthly Payment Date, through and including the last day of the Interest Period related to such Monthly Payment Date. Borrower acknowledges and agrees that any sums received by Lender pursuant to this Section 2.4.2 may be transferred by Lender to Mortgage Lender in accordance with the terms of any intercreditor agreement to be applied to the payment of the Mortgage Loan in accordance with the terms of the Mortgage Loan Documents and any such sums which are transferred to the Mortgage Lender will not be applied to the payment of the Debt. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid to Borrower. Any prepayment received by Lender pursuant to this Section 2.5.2 2.4.2(a) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date.
(b) Borrower shall promptly notify Lender of any Liquidation Event once not later than one (1) Business Day following the first date on which Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of the Property on the date on which a contract of sale for such sale is entered into by Mortgage Borrowerinto, and a foreclosure sale, on the date notice of such foreclosure sale is given to Mortgage Borrowergiven, and (ii) a refinancing of the Property or the First Mezzanine LoanProperty, on the date on which a commitment for such refinancing has been entered into by Mortgage Borrower or First Mezzanine Borrower, as applicableinto. The provisions of this Section 2.5.2 2.4.2 shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of the Mortgage Loan, the First Mezzanine Loan or Transfer of the Property set forth in this Agreement, Agreement and the other Loan Documents, the First Mezzanine Loan Documents and the Mortgage Loan Documents.
(c) In each instance of prepayment under this Section 2.5.2, Borrower shall be required to pay all other amounts then due hereunder and no principal amount repaid may be reborrowed.
Appears in 1 contract
Liquidation Events. (a) In the event of (i) any Casualty to all the Property or any material portion of the Propertythereof, (ii) any Condemnation of all the Property or any material portion of the Propertythereof, (iii) a Transfer of the Property or the First Mezzanine Collateralin connection with realization thereon by Mortgage Lender following a Mortgage Loan Default, including without limitation a foreclosure sale, (iv) any refinancing of the Property or the Mortgage Loan or the First Mezzanine Loan Loan, or (v) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be deposited directly with LenderAdministrative Agent to be held for the benefit of the Lenders. On each date on which Lender actually receives a distribution Provided an Event of Default shall not be continuing, any Net Liquidation Proceeds After Debt ServiceService so deposited pursuant to this Section 2.4.2, Borrower shall prepay be (A) first applied by Administrative Agent to the actual reasonable out of pocket costs of Administrative Agent and Collateral Agent in connection with any prepayment pursuant to this Section 2.4.2 (without duplication of any amounts paid to Administrative Agent in accordance with Article VI hereof), and then (B) applied by Administrative Agent as a prepayment of the outstanding principal balance of the Note Loan in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt ServiceService up to the amount of the Loan and interest that would have accrued on such amount through the end of the Accrual Period in which such monthly Payment Date occurs (such amounts in clauses (A) and (B) together, the “Mezzanine A Mandatory Prepayment Amount”); provided, however, if an Event of Default has occurred and is continuing, Administrative Agent may apply such Net Liquidation Proceeds After Debt Service to the Debt (until paid in full) in any order or priority in its sole discretion. Any amounts Except during the continuance of an Event of Default, any Net Liquidation Proceeds After Debt Service in excess of the Debt Mezzanine A Mandatory Prepayment Amount shall be applied as follows: (i) first, to the Mezzanine B Lender, in an amount equal to the Mezzanine B Mandatory Prepayment Amount, to be applied in accordance with the Mezzanine B Loan Documents, (ii) second, to Mezzanine C Lender, an amount equal to the Mezzanine C Mandatory Prepayment Amount, to be applicable in accordance with the Mezzanine C Loan Documents, and (iii) third, to Borrower (with such amounts disbursed to Borrower under this clause (iii) for the avoidance of doubt not constituting Net Liquidation Proceeds After Debt Service). After the occurrence of and during the continuance of an Event of Default, Administrative Agent may apply such Net Liquidation Proceeds After Debt Service to the Debt (until paid to Borrowerin full) in any order or priority in its sole discretion. Any Other during the continuance of an Event of Default, no Prepayment Premium or other premium shall be due in connection with any prepayment received by Lender made pursuant to this Section 2.5.2 on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date2.4.2.
(b) Borrower shall promptly notify Lender Administrative Agent of any Liquidation Event once following Borrower has obtaining knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of the Property on the date on which a contract of sale for such sale is entered into by Mortgage Borrower, and a foreclosure sale, on the date notice of such foreclosure sale is given to received by Borrower or Mortgage Borrower, and (ii) a refinancing of the Property or the First Mezzanine LoanProperty, on the date on which a binding commitment or a term sheet in connection with which a rate lock has been executed for such refinancing has been entered into by Mortgage Borrower or First Mezzanine Borrower, as applicableinto. The provisions of this Section 2.5.2 2.4.2(b) shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of the Mortgage Loan, the First Mezzanine Loan or Transfer of the Property set forth in this Agreement, Agreement and the other Loan Documents, the First Mezzanine Loan Documents and the Mortgage Loan Documents.
(c) In each instance of prepayment under this Section 2.5.2, Borrower shall be required to pay all other amounts then due hereunder and no principal amount repaid may be reborrowed.
Appears in 1 contract
Liquidation Events. (a) In the event of (i) any Casualty to all the Property or any material portion of the Propertythereof, (ii) any Condemnation of all the Property or any material portion of the Propertythereof, (iii) a Transfer transfer of the Property in connection with realization thereon following an Event of Default under the Mortgage Loan, including without limitation a foreclosure sale, or the First Mezzanine Collateral, (iv) any refinancing of the Property or the Mortgage Loan or the First Mezzanine Loan or (v) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “"Liquidation Event”"), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be deposited with Lenderdirectly into the Mezzanine Debt Service Account. On each date on which Lender Borrower actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower shall prepay the outstanding principal balance of the Mezzanine Note in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service. No prepayment premium or penalty shall be due in connection with a prepayment made pursuant to this Section 2.3.2. Such prepayment shall be applied, first, to interest on the principal amount of the Loan being prepaid that would have accrued at the Floating Rate on the amount prepaid through the end of the Interest Period in which such prepayment occurs, notwithstanding that such Interest Period extends beyond the date of prepayment, and second to all other amounts then due to Lender under this Agreement or any of the other Loan Documents and finally to the outstanding principal balance of the Loan. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Mezzanine Debt shall be paid to Borrower. Any prepayment received by Lender pursuant to this Section 2.5.2 2.3.2(a) on a date other than a Monthly monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly monthly Payment Date.
(b) Borrower shall promptly notify Lender of any Liquidation Event once not later than one Business Day following the first date on which Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of the Property on the date on which a contract of sale for such sale is entered into by Mortgage Borrowerinto, and a foreclosure sale, on the date notice of such foreclosure sale is given to Mortgage Borrowergiven, and (ii) a refinancing of the Property or the First Mezzanine LoanProperty, on the date on which a commitment for such refinancing has been entered into by Mortgage Borrower or First Mezzanine Borrower, as applicableinto. The provisions of this Section 2.5.2 2.3.2 shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of the Mortgage Loan, the First Mezzanine Loan or Transfer transfer of the Property set forth in this Agreement, Agreement and the other Loan Documents, the First Mezzanine Loan Documents and the Mortgage Loan Documents.
(c) In each instance of prepayment under this Section 2.5.2, Borrower shall be required to pay all other amounts then due hereunder and no principal amount repaid may be reborrowed.
Appears in 1 contract
Sources: Mezzanine Loan Agreement (Prime Group Realty Trust)
Liquidation Events. (ai) In the event of (ia) any Casualty to all or any portion of the Property, (iib) any Condemnation of all or any portion of the Property, (iiic) a Transfer of the Property in connection with realization thereon by the Mortgage Lender following an Event of Default under the Mortgage Loan, including without limitation a foreclosure sale, or the First Mezzanine Collateral, (ivd) any refinancing of the Property or the Mortgage Loan or the First Mezzanine Loan or (v) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be deposited with directly into an account designated by Lender. On each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower if such date is a Payment Date, such Net Liquidation Proceeds After Debt Service shall prepay be applied to the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service, together with interest that would have accrued on such amount through the next Payment Date and all other sums then due. Any amounts In the event Lender receives a distribution of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid to Borrower. Any prepayment received by Lender pursuant to this Section 2.5.2 on a date other than a Monthly Payment Date Date, such amounts shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date.
(bii) Borrower shall promptly notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (ia) a sale (other than a foreclosure sale) of the Property on the date on which a contract of sale for such sale is entered into by Mortgage Borrowerinto, and a foreclosure sale, on the date notice of such foreclosure sale is given to Mortgage Borrowergiven, and (iib) a refinancing of the Property or the First Mezzanine LoanProperty, on the date on which a commitment for such refinancing has been is entered into by Mortgage Borrower or First Mezzanine Borrower, as applicableinto. The provisions of this Section 2.5.2 subsection (f) shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of the Mortgage Loan, the First Mezzanine Loan or Transfer of the Property or the Collateral set forth in this Agreement, Agreement and the other Loan Documents, the First Mezzanine Loan Documents and the Mortgage Loan Documents.
(c) In each instance of prepayment under this Section 2.5.2, Borrower shall be required to pay all other amounts then due hereunder and no principal amount repaid may be reborrowed.
Appears in 1 contract
Liquidation Events. (a) In the event of (i) any Casualty to all or any portion of the PropertyProperty thereof, (ii) any Condemnation of all or any portion of the Property, (iii) a Transfer transfer of the Senior Mezzanine Collateral or of any part of the Property in connection with realization thereon pursuant to the Senior Mezzanine Loan Documents or the First Mortgage Loan Documents, respectively, following and during the continuance of a Senior Mezzanine CollateralLoan Event of Default or a Mortgage Loan Event of Default, respectively, including without limitation, a foreclosure sale, (iv) any a sale or refinancing of the Property in violation of the Transfer provisions in the Loan Documents or a refinancing of the Mortgage Loan or in violation of the First Mezzanine Transfer provisions in the Loan Documents, or (v) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be deposited with paid to Lender. On each date on which Lender actually receives a distribution of Any Net Liquidation Proceeds After Debt ServiceService paid to Lender pursuant to this Section 2.4.2, Borrower shall prepay be applied by Lender as a prepayment of the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service. Any amounts of Net Liquidation Proceeds After Debt Service in excess , together with interest that would have accrued on such amount through the end of the Debt shall be paid to Borrowerrelated Interest Period. Any prepayment received by Lender pursuant to this Section 2.5.2 2.4.2 on a date other than a Monthly Payment Prepayment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date. In the event that the Net Liquidation Proceeds After Debt Service are applied as a prepayment of Debt, the same shall be applied as follows: (A) prepay the outstanding principal balance of the Senior Mezzanine Loan, (B) then to Lender and Loan. For the avoidance of doubt, Net Liquidation Proceeds After Debt Service relating to any Casualty or Condemnation shall not be required to be paid to Lender or delivered hereunder until after any restoration of the Property performed pursuant to and in accordance with the Mortgage Loan Documents has been completed. Other than following an Event of Default, no Spread Maintenance Payment shall be due in connection with any prepayment made pursuant to this Section 2.4.2.
(b) Borrower shall promptly notify Lender of any Liquidation Event once following Borrower has obtaining knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale described in subclause (iv) of Section 2.4.2(a) above (other than a foreclosure sale) of the Property or the Senior Mezzanine Collateral on the date on which a contract of sale for such sale is entered into by Mortgage Borrowerinto, and a foreclosure sale, on the date notice of such foreclosure sale is given to Mortgage Borrowergiven, and (ii) a refinancing described in subclause (iv) of the Property or the First Mezzanine LoanSection 2.4.2(a) above, on the date on which a binding commitment for such refinancing has been entered into by Mortgage Borrower or First Mezzanine Borrower, as applicableinto. The provisions of this Section 2.5.2 2.4.2 shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of the Mortgage Loan, the First Mezzanine Loan or Transfer of the Property or the Senior Mezzanine Collateral set forth in this Agreement, Agreement and the other Loan Documents, the First Mezzanine Loan Documents and the Mortgage Loan Documents.
(c) In each instance of prepayment under this Section 2.5.2, Borrower shall be required to pay all other amounts then due hereunder and no principal amount repaid may be reborrowed.
Appears in 1 contract
Sources: Junior Mezzanine Loan Agreement (Ashford Hospitality Prime, Inc.)
Liquidation Events. (a) In the event of (i) any Casualty to affecting all or any portion of the any Individual Property, (ii) any Condemnation of all or any portion of the any Individual Property, (iii) a Transfer of any Individual Property in connection with realization thereon by the Property or the First Mezzanine CollateralMortgage Lender following a Mortgage Loan Event of Default, including without limitation a foreclosure sale, (iv) a Transfer of the Mezzanine A Collateral in connection with realization thereon by the Mezzanine A Lender following a Mezzanine A Loan Event of Default, including without limitation a foreclosure sale, (v) intentionally omitted or (vi) any refinancing of the Property or Properties, the Mortgage Loan or the First Mezzanine A Loan or (v) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service (if any) to be deposited with LenderLender and to be applied in accordance with the applicable provisions of this Section 2.3.2(a). On each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower if such date is a Payment Date, such Net Liquidation Proceeds After Debt Service shall prepay be applied to the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such and all other sums then due hereunder or under the Loan Documents and any remaining Net Liquidation Proceeds After Debt ServiceService shall be disbursed to Borrower. Any amounts In the event Lender receives a distribution of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid to Borrower. Any prepayment received by Lender pursuant to this Section 2.5.2 on a date other than a Monthly Payment Date Date, such amounts shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender in accordance with the immediately preceding sentence on the next Monthly Payment Date. No prepayment consideration or any other prepayment premium or penalty shall be due in connection with any prepayment made as a result of any of the events described in clauses (i) or (ii) of this Section 2.3.2(a).
(b) Borrower shall promptly notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of the an Individual Property on the date on which a contract of sale for such sale is entered into by Mortgage Borrowerinto, and a foreclosure sale, on the date notice of such foreclosure sale is given to Borrower or Mortgage Borrower, and (ii) a refinancing of an Individual Property, the Property Mortgage Loan or the First Mezzanine A Loan, on the date on which a commitment for such refinancing has been is entered into by Mortgage Borrower or First Mezzanine Borrower, as applicableinto. The provisions of this Section 2.5.2 2.3.2 shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of the Mortgage Loan, Loan or the First Mezzanine A Loan or Transfer of the any Individual Property set forth in this Agreement, and the other Loan Documents, the First Mezzanine Mortgage Loan Documents and or the Mortgage Mezzanine A Loan Documents.
(c) In each instance of prepayment under this Section 2.5.2, Borrower shall be required to pay all other amounts then due hereunder and no principal amount repaid may be reborrowed.
Appears in 1 contract
Sources: Mezzanine Loan Agreement (Archstone Smith Operating Trust)
Liquidation Events. (a) In the event of (i) any Casualty to all or any portion of the PropertyProject, (ii) any Condemnation of all or any portion of the PropertyProject, (iii) a Transfer transfer of the Property Project in connection with realization thereon by the Mortgage Loan Administrative Agent (on behalf of Mortgage Lender) following an Event of Default under the Mortgage Loan, including without limitation a foreclosure sale, or the First Mezzanine Collateral, (iv) any refinancing of the Property Project or the Mortgage Loan or the First Mezzanine Loan or (v) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be deposited with Lenderdirectly into an account designated by Administrative Agent. On each date on which Lender Administrative Agent actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower such Net Liquidation Proceeds After Debt Service shall prepay be applied to the outstanding principal balance of the Note Notes in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service. Any amounts , together with interest that would have accrued on such amount through the next Payment Date and all other sums then due; provided, however, that so in the event Administrative Agent receives a distribution of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid to Borrower. Any prepayment received by Lender pursuant to this Section 2.5.2 on a date other than a Monthly Payment Date and so long as no Default or Event of Default shall have occurred and be continuing, if Borrower so requests in writing, such amounts shall be held by Lender Administrative Agent as collateral security for the Loan Loans in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender Administrative Agent on the next Monthly Payment Date.
(b) . Borrower shall promptly immediately notify Lender Administrative Agent of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of the Property Project on the date on which a contract of sale for such sale is entered into by Mortgage Borrowerinto, and a foreclosure sale, on the date notice of such foreclosure sale is given to Mortgage Borrowergiven, and (ii) a refinancing of the Property or the First Mezzanine LoanProject, on the date on which a commitment for such refinancing has been is entered into by Mortgage Borrower or First Mezzanine Borrower, as applicableinto. The provisions of this Section 2.5.2 2.4(8) shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of the Mortgage Loan, the First Mezzanine Loan or Transfer transfer of the Property Project set forth in this Agreement, Agreement and the other Loan Documents, the First Mezzanine Loan Documents and the Mortgage Loan Documents.
(c) In each instance of prepayment under this Section 2.5.2, Borrower shall be required to pay all other amounts then due hereunder and no principal amount repaid may be reborrowed.
Appears in 1 contract