Common use of Liquidity Tests Clause in Contracts

Liquidity Tests. (a) So long as the Issuer owns Third-Party Held Delayed Draw Loans or Third-Party Held Revolving Loans with respect to which the additional funding commitments are held by Future Advance Holders, and the aggregate amount of the additional funding commitments related to such Third-Party Held Delayed Draw Loans and Third-Party Held Revolving Loans is greater than $5,000,000 (the “Additional Funding Threshold”), CapitalSource Inc.’s, CapitalSource’s and CSE Mortgage’s combined Liquidity will be measured quarterly on each Payment Date (or, if such day is not a Business Day, then the next succeeding Business Day) (each such day, a “Quarterly Measurement Date” and each such measurement, a “Liquidity Test”). If CapitalSource Inc.’s, CapitalSource’s and CSE Mortgage’s combined Liquidity is less than the greater of (1) $20,000,000 and (2) the Future Funding Threshold Amount (the “Liquidity Threshold”) on any Quarterly Measurement Date on which the aggregate amount of the additional funding commitments related to such Third-Party Held Delayed Draw Loans and Third-Party Held Revolving Loans is greater than the Additional Funding Threshold, and CapitalSource Inc.’s, CapitalSource’s and CSE Mortgage’s does not, within 30 calendar days, (i) increase their combined Liquidity to at least the Liquidity Threshold, (ii) obtain a Qualified Letter of Credit or a guarantee or otherwise transfer the ultimate obligation to fund such future advances in an amount at least equal to the excess, if any, of the Liquidity Threshold over their combined Liquidity from or to (as the case may be) an entity rated at least “A-” by S&P and “A3” by M▇▇▇▇’▇, (iii) fund one or more accounts owned by the relevant Future Advance Holder(s) in an aggregate amount at least equal to the excess, if any, of the Liquidity Threshold over their combined Liquidity, the only permitted withdrawals from which will be to satisfy the additional funding commitments of such Future Advance Holders or to reimburse the Issuer for losses related to the failure of the Future Advance Holders to fund future advances in accordance with the terms of the related mortgage loan documents, or (iv) take some other action acceptable to S&P and M▇▇▇▇’▇, a “Liquidity Test Failure” shall have occurred with respect to such Quarterly Measurement Date. If such Liquidity Test Failure is not cured by the following Payment Date, amounts available to be distributed to the holders of the Certificate pursuant to clause (32) of Section 11.1(a)(i) instead will be deposited into the Liquidity Suspense Account until such Liquidity Test Failure is cured. The Collateral Manager shall notify S&P if a Liquidity Test Failure occurs (and in connection therewith shall report to S&P the amount of Liquidity as of the date of the Liquidity Test Failure). For the avoidance of doubt, if CapitalSource Inc., CapitalSource and CSE Mortgage takes one of the actions described in clause (ii) or (iii) of the immediately preceding sentence following the occurrence of a Liquidity Failure, they or it, as the case may be, will be permitted to terminate such letter of credit or guarantee or liquidate such account, as the case may be, at any time thereafter when their combined Liquidity is at least the Liquidity Threshold. Amounts on deposit in the Liquidity Suspense Account (or any portion thereof) will be paid (upon standing order of the Issuer) to the Owner Trustee for deposit into the Certificate Distribution Account for distribution to the Certificateholder as payments of the Certificate Distribution Amount on any date on which the Liquidity Test would be satisfied after such release and payment.

Liquidity Tests. (a) So long as the Issuer owns Third-Party Held Delayed Draw Loans or Third-Party Held Revolving Related Future Advance Loans with respect to which the additional funding commitments are held by Future Advance Holders, and the aggregate amount of the additional funding commitments related to such Third-Party Held Delayed Draw Loans and Third-Party Held Revolving Related Future Advance Loans is greater than $5,000,000 (the “Additional Funding Threshold”), CapitalSource Inc.CBRE REIT Parent’s, CapitalSourceCBRE Realty Holdings III, LLC’s and CSE MortgageCBRE Realty Holdings IV, LLC’s combined Liquidity will be measured quarterly on each Payment Determination Date (or, if such day is not a Business Day, then the next succeeding Business Day) (each such day, a “Quarterly Measurement Date” and each such measurement, a “Liquidity Test”). If CapitalSource Inc.CBRE REIT Parent’s, CapitalSourceCBRE Realty Holdings III, LLC’s and CSE MortgageCBRE Realty Holdings IV, LLC’s combined Liquidity is less than the greater of (1) $20,000,000 and (2) the Future Funding Threshold Amount (the “Liquidity Threshold”) on any Quarterly Measurement Date on which the aggregate amount of the additional funding commitments related to such Third-Party Held Delayed Draw Loans and Third-Party Held Revolving Related Future Advance Loans is greater than the Additional Funding Threshold, and CapitalSource Inc.’sCBRE REIT Parent, CapitalSource’s CBRE Realty Holdings III, LLC and CSE Mortgage’s does CBRE Realty Holdings IV, LLC do not, within 30 calendar days, (i) increase their combined Liquidity to at least the Liquidity Threshold, (ii) obtain a Qualified Letter of Credit or a an irrevocable and unconditional guarantee or otherwise transfer the ultimate obligation to fund such future advances from an entity rated at least “A-” by each of S&P and Fitch and “A3” by ▇▇▇▇▇’▇ in an amount at least equal to the excess, if any, of the Liquidity Threshold over their combined Liquidity from or to (as the case may be) an entity rated at least “A-” by S&P and “A3” by M▇▇▇▇’▇Liquidity, (iii) fund one or more accounts owned by the relevant Future Advance Holder(s) in an aggregate amount at least equal to the excess, if any, of the Liquidity Threshold over their combined Liquidity, the only permitted withdrawals from which will be to satisfy the additional funding commitments of such Future Advance Holders or to reimburse the Issuer for losses related to the failure of the Future Advance Holders to fund future advances in accordance with the terms of the related mortgage loan documentsHolders, or (iv) take some other action acceptable to S&P and M▇▇▇▇’▇the Rating Agencies, a “Liquidity Test Failure” shall have occurred with respect to such Quarterly Measurement Date. If such Liquidity Test Failure is not cured by the following Payment Date, amounts available to be distributed to the holders of the Certificate Income Notes pursuant to clause (3235) of Section 11.1(a)(i) instead will be deposited into the Liquidity Suspense Account until such Liquidity Test Failure is cured. The Collateral Manager shall provide its calculation of the Liquidity Test to the Trustee and the Trustee shall notify S&P if a Liquidity Test Failure occurs (and in connection therewith shall report to S&P the amount of Liquidity as of the date of the Liquidity Test Failure). For the avoidance of doubt, if CapitalSource Inc.CBRE REIT Parent, CapitalSource CBRE Realty Holdings III, LLC and CSE Mortgage CBRE Realty Holdings IV, LLC takes one of the actions described in clause (ii) or (iii) of the immediately preceding sentence following the occurrence of a Liquidity Failure, they or it, as the case may be, will be permitted to terminate such letter of credit or guarantee or liquidate such account, as the case may be, at any time thereafter when their combined Liquidity is at least the Liquidity Threshold. Amounts on deposit in the Liquidity Suspense Account (or any portion thereof) will be paid (upon standing order of the Issuer) to the Owner Trustee for deposit into the Certificate Income Notes Distribution Account for distribution to the Certificateholder Income Noteholder as payments of the Certificate Income Notes Distribution Amount on any date on which the Liquidity Test would be satisfied after such release and payment. For avoidance of doubt, the Trustee is obligated to provide notices and administer funds in accordance with this Section 7.20(a), but is under no obligation to cure any Liquidity Test Failure. (b) With respect to each Related Future Advance Loan described in clause (xxiv)(D) of the definition of Eligibility Criteria, on any Payment Date on which the aggregate amount of the additional funding commitments related to such Related Future Advance Loans is greater than the Additional Funding Threshold, if the related Future Advance Holder or any other Person has failed to fund any future advance required to be funded by it in accordance with the terms of the related Related Future Advance Loan and CBRE REIT Parent, CBRE Realty Holdings III, LLC and CBRE Realty Holdings IV, LLC has not, within 30 calendar days thereafter, (i) obtained a Qualified Letter of Credit or a guarantee from an entity rated at least “A-” by S&P and Fitch and “A3” by ▇▇▇▇▇’▇ in an amount at least equal to the Liquidity Threshold, (ii) funded one or more accounts owned by the relevant Future Advance Holders in an aggregate amount at least equal to the Liquidity Threshold, the only permitted withdrawals from which will be to satisfy the additional funding commitments of such Future Advance Holders or to reimburse the Issuer for losses related to the failure of the Future Advance Holders to fund future advances in accordance with the terms of the related mortgage loan documents, or (iii) taken some other action acceptable to the Rating Agencies (any such event, a “Future Funding Failure”), amounts available to be distributed to the Noteholder pursuant to clause (35) of Section 11.1(a)(i), up to an aggregate amount of the Liquidity Threshold (the “Future Funding Failure Amount”), instead shall be deposited into the Liquidity Suspense Account until such time as all such failures to fund have been cured. Subject to Section 7.20(a), amounts on deposit in the Liquidity Suspense Account (or any portion thereof) will be paid (upon standing order of the Issuer) to the Trustee for deposit into the Income Notes Distribution Account for distribution to the Income Noteholder as payments of the Income Notes Distribution Account on any date on which all such failures to fund have been cured (and the Liquidity Test would be satisfied after such release and payment). For the avoidance of doubt, (1) if CBRE REIT Parent, CBRE Realty Holdings III, LLC and CBRE Realty Holdings IV, LLC take one of the actions described in clause (i) or (ii) above following the occurrence of a failure to fund, they or it, as the case may be, will be permitted to terminate such Qualified Letter of Credit or guarantee or liquidate such account, as the case may be, at any time thereafter when all such failures to fund have been cured, and (2) the Trustee is obligated to provide notices and administer funds in accordance with this Section 7.20(b), but is under no obligation to cure any Future Funding Failure. (c) Not later than ten (10) Business Days following any Quarterly Measurement Date (or, with respect to the first Future Funding Schedule, within 30 days of the Closing Date), the Collateral Manager shall deliver to S&P, ▇▇▇▇▇’▇ and Fitch a schedule (the “Future Funding Schedule”) of the projected future fundings for all Related Future Advance Loans for each quarter in the four quarter period beginning on such Quarterly Measurement Date.