Common use of Principal and Interest Payments Clause in Contracts

Principal and Interest Payments. (a) Each of the Series A Notes shall bear interest on the Relevant Principal Amount at the interest rate therefor specified in each such Series A Note from time to time outstanding in respect of the period commencing on and including the Commencement Date and ending on the date when the principal amount of such Series A Note shall have been paid in full, payable on each January 2 and July 2 in each year (the "Interest Payment Dates"), commencing the respective dates specified in Schedule 1.4 hereto in the column headed "Interest Payment Commencement Date"; provided, that if the Accreted Value of such Series A Note is not paid when due (upon redemption or acceleration or otherwise) during the Pre-Commencement Date Period, interest on the Accreted Value of such Series A Note as at the date such Accreted Value was not paid shall accrue (and be payable on demand of the Noteholder of record of such Series A Note) at the same interest rate per annum as is specified pursuant to Section 1.4 hereof from such date until such Accreted Value shall have been paid in full; provided, further, that additional interest accrued to any Interest Payment Date as the result of any increase in the interest rate borne by any Series A Note as provided in Section 1.4(b) hereof over what would have accrued or accreted to such date shall be paid in cash to the Noteholders of such Series A Note whether or not the Commencement Date for such Series A Note has occurred; and provided, further, that any other amounts payable to the Indenture Trustee or any Noteholder under this Indenture, any Series A Note or any other Operative Agreement but not paid in full when due (whether at Stated Maturity, by acceleration or otherwise), including any Defaulted Installment and, to the extent permitted by Applicable Law, Defaulted Interest, but excluding unpaid Accreted Value (which shall accrue interest pursuant to the first proviso of this paragraph), shall, for the period from and including the date such amount becomes due and payable until such amount shall have been paid in full, accrue interest at the applicable Late Rate.

Principal and Interest Payments. (a) Each of the Series A Notes shall bear interest on the Relevant Principal Amount at the interest rate therefor specified in each such Series A Note from time to time The outstanding in respect of the period commencing on and including the Commencement Date and ending on the date when the unpaid principal amount of such Series A Note shall have been paid in full, payable on each January 2 all Advances plus all accrued and July 2 in each year (the "unpaid Interest Payment Dates"), commencing the respective dates specified in Schedule 1.4 hereto in the column headed "Interest Payment Commencement Date"; provided, that if the Accreted Value of such Series A Note is not paid when due (upon redemption or acceleration or otherwise) during the Pre-Commencement Date Period, interest on the Accreted Value of such Series A Note as at the date such Accreted Value was not paid shall accrue (and be payable on demand of the Noteholder of record of such Series A Note) at the same interest rate per annum as is specified pursuant to Section 1.4 hereof from such date until such Accreted Value shall have been paid in full; provided, further, that additional interest accrued to any Interest Payment Date as the result of any increase in the interest rate borne by any Series A Note as provided in Section 1.4(b) hereof over what would have accrued or accreted to such date thereon shall be paid in cash full upon the Termination Date. (b) Borrower shall have the right to prepay any outstanding Advance in whole or in part, from time to time, without premium or penalty. To the extent that Borrower wishes to prepay any Advance, Borrower shall remit to Lender the then-outstanding Release Amount for the related Pledged Mortgage Loan. (c) Borrower shall pay to Lender, without the necessity of prior demand or notice from Lender, (and Borrower authorizes Lender to charge the Operating Account and such other accounts of Borrower in Lender’s possession for the payment thereof, but specifically excluding the escrow or reserve accounts maintained pursuant to the Noteholders terms of any Pledged Mortgage Loans) the Release Amount for a specific Pledged Mortgage Loan, upon the earliest occurrence of any of the following events: (i) The expiration of the Dwell Limit for such Pledged Mortgage Loan; (ii) (A) the expiration of the forty-five (45) day examination period set forth in the bailee letter transmitted with the related Mortgage Loan to an Investor without the purchase being made, or (B) upon rejection of the Mortgage Loan as unsatisfactory by more than one (1) Investor; (iii) The expiration of five (5) Business Days from the Advance Date for a Wet Loan without receipt of all Mortgage Documents relating to such Mortgage Loan, or such Mortgage Documents, upon examination by Lender, are found not to be in compliance with the requirements of this Agreement or the related Take-Out Commitment; (iv) The expiration of ten (10) calendar days from the date a Collateral Document in connection with such Mortgage Loan was delivered to Borrower for correction or completion, without being returned to Lender, corrected or completed; (v) The expiration of one (1) Business Day from the date of discovery that any Pledged Mortgage Loan was not, as of the Advance Date therefor, or has, thereafter, ceased to be an Eligible Loan; (vi) The related Take-Out Commitment, if any, expires, is terminated or otherwise canceled or no longer in full force and effect and the specific Mortgage Loan was not delivered under the Take-Out Commitment prior to such termination, expiration or cancellation; and (vii) Upon sale of any Pledged Mortgage Loan to an Investor. Upon receipt of such Series A Note whether payment by Lender and provided no Default or Event of Default has occurred and is continuing, such Mortgage Loan shall be considered to have been redeemed from pledge, and the Mortgage Documents relating thereto which have not the Commencement Date for such Series A Note has occurred; and provided, further, that any other amounts payable been delivered to the Indenture Trustee Investor shall be released by Lender to Borrower. (d) If (i) a Pledged Mortgage Loan is not sold to an Investor on or prior to the applicable Dwell Limit, and (ii) Borrower fails to repay the related Advance in accordance with the terms of the immediately preceding clause (c), Borrower shall pay or cause to be paid to Lender any Noteholder under this Indentureand all payments received by Borrower from the applicable Mortgagor in respect of such Pledged Mortgage Loan from and after the applicable Origination Date, any Series A Note including without limitation all principal and interest payments, escrow deposits, mortgage insurance and hazard insurance premiums (such amounts, “Income”) that have been paid to Borrower in respect of such Mortgage Loan since the Origination Date. Borrower shall remit such payments to Lender on the applicable Dwell Limit. (e) With respect to Aged Loans, Borrower shall be obligated to pay to Lender (and Borrower authorizes Lender to charge the Operating Account or any other Operative Agreement but not paid accounts of Borrower (excluding monies held by Borrower in full when due (whether at Stated Maturity, by acceleration or otherwise), including any Defaulted Installment and, to trust for third parties) in Lender’s possession for payment thereof) the extent permitted by Applicable Law, Defaulted Interest, but excluding unpaid Accreted Value (which shall accrue interest pursuant to the first proviso of this paragraph), shall, for the period from and including the date such amount becomes due and payable until such amount shall have been paid Curtailment Amounts specified in full, accrue interest at the applicable Late RateAnnex 1 hereto.

Principal and Interest Payments. Payments of interest shall be due monthly, and to the extent there exists a balance in the Interest Escrow, payments of interest shall be funded from the Interest Escrow, as further described in Section 2.13. Payments of principal shall be due as follows: (a) Each Upon the sale or transfer by BMH to a third party of all or a portion of any lot contained within the Series A Notes shall bear interest on the Relevant Principal Amount at the interest rate therefor specified in each such Series A Note from time Hamlets Land (other than a sale or transfer to time outstanding in respect of the period commencing on and including the Commencement Date and ending on the date when the principal amount of such Series A Note shall have been paid in fulla township, payable on each January 2 and July 2 in each year (the "Interest Payment Dates"county, state, commonwealth or other governmental body), commencing or, consistent with Section 6.07 hereof, upon BMH’s obtaining construction financing for the respective dates specified in Schedule 1.4 hereto in same, the column headed "Interest Payment Commencement Date"; provided, that if the Accreted Value of release price for such Series A Note is not paid when due (upon redemption or acceleration or otherwise) during the Pre-Commencement Date Period, interest lot as set forth on the Accreted Value of such Series A Note as at the date such Accreted Value was not paid shall accrue (and be payable on demand of the Noteholder of record of such Series A Note) at the same interest rate per annum as is specified pursuant to Section 1.4 hereof from such date until such Accreted Value shall have been paid in full; provided, further, that additional interest accrued to any Interest Payment Date as the result of any increase in the interest rate borne by any Series A Note as provided in Section 1.4(b) hereof over what would have accrued or accreted to such date EXHIBIT D shall be paid by BMH to Lender. Notwithstanding the foregoing and the release prices indicated on EXHIBIT D, no release price shall be paid by BMH to Lender for the release of the first lot sold in cash to the Noteholders of such Series A Note whether or not the Commencement Date for such Series A Note has occurred; and provided, further, that any other amounts payable to the Indenture Trustee or any Noteholder under this Indenture, any Series A Note Phase 3. Any Raw Ground or any other Operative Agreement but portion of the Land for which there is no release price indicated on EXHIBIT D shall not be released by Lender. Release prices shall be applied by Lender as follows: ninety percent (90.0%) shall be applied as a payment of principal against the Indebtedness, as determined by Lender in its sole discretion, and ten percent (10.0%) shall be applied to the balance of the Interest Escrow. (b) Upon the sale or transfer by IMA to a third party of all or a portion of any lot contained within the Tuscany Land (other than a sale or transfer to a township, county, state, commonwealth or other governmental body), or, consistent with Section 6.07 hereof, upon IMA’s obtaining construction financing for the same, the release price for such lot as set forth on EXHIBIT D shall be paid by IMA to Lender. Any Raw Ground or any other portion of the Land for which there is no release price indicated on EXHIBIT D shall not be released by Lender. Release prices paid related to the Tuscany Land shall be allocated by Lender as follows: fifty percent (50%) of such release price shall be applied to debt related to the Menichi Mortgage; and fifty percent (50%) shall be retained by Lender. Upon payment in full when due (whether at Stated Maturity, by acceleration or otherwise), including any Defaulted Installment and, of the debt related to the extent permitted Menichi Mortgage, Lender shall retain one hundred percent (100%) of all subsequent release prices paid related to the Tuscany Land. Subject to the foregoing, the release price allocated to Lender shall be applied by Applicable LawLender as follows: ninety percent (90.0%) shall be applied as a payment of principal against the Indebtedness, Defaulted Interestas determined by Lender in its sole discretion, but excluding unpaid Accreted Value and ten percent (which 10.0%) shall accrue interest be applied to the balance of the Interest Escrow. (c) Any funds received by either of the Borrower Parties or Hoskins from the Deposits shall be applied to the outstanding principal balance of any of the Indebtedness, as determined by Lender in its sole discretion. (d) Any funds received by Lender pursuant to the first proviso Hamlets O/G Assignment shall be applied to the outstanding principal balance of this paragraphthe BMH Note. (e) Upon the occurrence of an Event of Default, fifty percent (50%) of any funds received by Lender pursuant to the Tuscany O/G Assignment shall be applied to the outstanding principal balance of the New IMA Note, up to a limit of Four Hundred Fifty Thousand and 00/100 Dollars ($450,000.00). (f) In addition to the foregoing, shall, for the period from and including aggregate amount outstanding on the date such amount becomes due and payable until such amount Loans shall have been paid in full, accrue interest not exceed the following amounts at the applicable Late Ratefollowing times: Closing Date – February 28, 2012 $ 5,800,000.00 March 1, 2012 – March 31, 2012 $ 5,700,000.00 April 1, 2012 – April 30, 2012 $ 5,600,000.00 May 1, 2012 – May 31, 2012 $ 5,500,000.00 June 1, 2012 – June 30, 2012 $ 5,400,000.00 July 1, 2012 – July 31, 2012 $ 5,300,000.00 August 1, 2012 – August 31, 2012 $ 5,200,000.00 September 1, 2012 – September 30, 2012 $ 5,100,000.00 October 1, 2012 – October 31, 2012 $ 5,000,000.00 November 1, 2012 – thereafter $ 4,900,000.00 (g) Upon demand by Lender.

Principal and Interest Payments. 1.1 All of the principal and accrued but unpaid interest under this Note shall be due and payable without notice or demand of any kind or nature on the "Maturity Date"; provided however, that mandatory prepayments shall be required under the circumstances described in and pursuant to Section 2 below. By its execution below, Borrower agrees that, without Lender's written consent, it shall not issue or incur any indebtedness of any type or nature which is senior in payment or priority to all sums hereunder other than the HSBC Indebtedness; provided that if this Note evidences an advance of "Second Tier New Monies" (as such term is defined in the Letter Agreement), the repayment of the principal and interest due hereunder shall be subordinated to certain payments as provided in Paragraph 5(a) of the Letter Agreement. Subject to the preceding sentence, Borrower shall not distribute any cash or property to its constituent partners prior to the full and complete repayment of all principal and interest under this Note. For purposes of this Note, the Maturity Date will be the day (such day, the "HSBC Discharge Date") on which all sums due to HSBC Realty Credit Corporation (USA) ("HSBC") under that certain Loan Agreement entered into by and between HSBC and the Partnership as of April 19, 2005 (as the same may be extended, the "HSBC Indebtedness") are paid in full resulting in the HSBC Indebtedness being extinguished and satisfied in full; provided however that in the event any of the dates set forth in clauses (A) through (C) of Section 1.2 below occurs prior to the HSBC Discharge Date, the Maturity Date shall be accelerated to be the first of the dates set forth in clauses (A) through (C) of Section 1.2 below (each, an "Accelerated Maturity Date"). 1.2 For purposes of this Note, the Accelerated Maturity Dates shall be: (A) the date of the closing of a sale of all or substantially all of the property owned by the Partnership (the "Property") (whether effected directly or via merger or consolidation of the Partnership) but specifically excluding (i) any transfer of the Partnership Interests of the Fortune Partners to Sonesta in accordance with Paragraphs 7.1 or 7.2 of the Letter Agreement and (ii) any transfers or conveyances made in accordance with clause (y) of Paragraph 18 of the Letter Agreement; provided that if Lender or any person or entity affiliated with Lender retains an interest in the Property (whether via an ownership interest in the purchaser of the Property or otherwise), the closing date of such sale shall not constitute an Accelerated Maturity Date; (B) five (5) years from the Effective Date; or (C) the date of the closing of a refinancing of the HSBC Indebtedness provided however that on such Accelerated Maturity Date, the payment required hereunder shall be limited to the "Excess Available Proceeds" as such term is defined in Section 2 below and the accrued interest and outstanding principal under this Note which remains unpaid on such Accelerated Maturity Date shall be paid in full on the next occurring Accelerated Maturity Date or the Maturity Date, as the case may be: In the event the Maturity Date is accelerated (in whole or in part) to the Accelerated Maturity Date, all references in other provisions of this Note to the Maturity Date shall be deemed to be references to the Accelerated Maturity Date. 1.3 In all events in which an Accelerated Maturity Date is determined by reference to clauses (A), or (C) of Section 1.2 above, the payment of any amount under this Note shall be subordinated as follows: (a) Each first, to the satisfaction and discharge in full of the Series A Notes HSBC Indebtedness; (b) next, to the payment of all Partnership liabilities, excluding (x) any amounts payable to any of the Partners (which exclusion includes amounts payable in respect of project administration fees or other fees or compensation payable to the Fortune Partners and Hotel Shutdown Payments payable to Sonesta (which Hotel Shutdown Payments shall bear be added to the Unreturned Capital of Sonesta)) and (y) all New Monies; (c) next, to the holders of all First Tier New Monies promissory notes, with all accrued interest on being payable to such holders pari passu in proportion to which the Relevant Principal Amount at the accrued interest rate therefor specified in payable to each such Series A Note from time to time outstanding holder in respect of the period commencing on and including First Tier New Monies bears to the Commencement Date and ending on total outstanding interest payable to all such holders in respect of the date when First Tier New Monies, prior to the pari passu repayment of outstanding principal amount in respect of such Series A Note shall have been paid in full, payable on each January 2 and July 2 in each year (the "Interest Payment Dates"), commencing the respective dates specified in Schedule 1.4 hereto in the column headed "Interest Payment Commencement Date"First Tier New Monies; provided, however, that in the event the Accelerated Maturity Date is determined by reference to clause (C) of Section 1.2 above, the accrued interest and outstanding principal, if the Accreted Value any, in respect of such Series A Note is not paid when due (upon redemption or acceleration or otherwise) during the Pre-Commencement Date Period, interest First Tier New Monies which remains unpaid on the Accreted Value of such Series A Note as at the date such Accreted Value was not paid shall accrue (and be payable on demand of the Noteholder of record of such Series A Note) at the same interest rate per annum as is specified pursuant to Section 1.4 hereof from such date until such Accreted Value shall have been paid in full; providedAccelerated Maturity Date, further, that additional interest accrued to any Interest Payment Date as the result of any increase in the interest rate borne by any Series A Note as provided in Section 1.4(b) hereof over what would have accrued or accreted to such date shall be paid in cash full on the next occurring Accelerated Maturity Date or the Maturity Date, as the case may be; [and in the case of Second Tier New Monies] (d) next, to the Noteholders payment of the Sales Incentive Amount (as such Series A Note whether or not term is defined and calculated in accordance with the Commencement Date for Letter Agreement); and (e) next, to the holders of all Second Tier New Monies promissory notes, with all accrued interest being payable to such Series A Note has occurredholders pari passu in proportion to which the accrued interest payable to each such holder in respect of the Second Tier New Monies bears to the total outstanding interest payable to all such holders in respect of the Second Tier New Monies, prior to the pari passu repayment of outstanding principal in respect of the Second Tier New Monies; and provided, furtherhowever, that any other amounts payable in the event the Accelerated Maturity Date is determined by reference to clause (C) of Section 1.2 above the Indenture Trustee or any Noteholder under this Indentureaccrued interest and outstanding principal, any Series A Note or any other Operative Agreement but not if any, in respect of Second Tier New Monies which remains unpaid on the Accelerated Maturity Date, shall be paid in full when due (whether at Stated Maturityon the next occurring Accelerated Maturity Date or the Maturity Date, by acceleration or otherwise), including any Defaulted Installment and, to as the extent permitted by Applicable Law, Defaulted Interest, but excluding unpaid Accreted Value (which shall accrue interest pursuant to the first proviso of this paragraph), shall, for the period from and including the date such amount becomes due and payable until such amount shall have been paid in full, accrue interest at the applicable Late Ratecase may be.

Principal and Interest Payments. (a) Each Payments of principal and interest under this Note, calculated in accordance with the terms hereof, shall be due and payable as follows: (i) interest only at the Interest Rate in effect for the First Interest Accrual Period shall be due and payable on the date hereof; (ii) interest at the Interest Rate in effect for each Interest Accrual Period shall be due and payable on the Payment Date in August, 2012 (the “Initial Monthly Payment Date”) and on each subsequent Payment Date through and including the Maturity Date; and (iii) the entire outstanding principal amount of this Note, together with all accrued and unpaid interest (including, without limitation, all interest that would accrue on the outstanding principal balance of this Note through the end of the Series A Notes Interest Accrual Period during which the Maturity Date (as hereinafter defined) occurs) and any other charges due hereon, shall bear interest be due and payable on the Relevant Principal Amount Maturity Date. (b) Borrower hereby authorizes Lender to charge checking account number 7673960133 at Sovereign Bank, N.A. (or such other account maintained by Borrower at Sovereign Bank, N.A. as Borrower shall designate by written notice to ▇▇▇▇▇▇) (the “Deposit Account”) to satisfy the monthly payments of principal and/or interest rate therefor specified due and payable to Lender hereunder on each Payment Date and Lender is hereby authorized to charge the Deposit Account on each Payment Date. If any payment hereunder or under any of the Loan Documents becomes due and payable on a day other than a Business Day, such payment shall not be payable until the next succeeding Business Day, provided, however, if such next succeeding Business Day falls within the next calendar month, such payment shall be due and payable on the immediately preceding Business Day. Interest on the principal sum of this Note shall be calculated on the basis of the actual number of days elapsed in each such Series A Note a three hundred sixty (360) day year. (c) Lender shall determine the LIBOR Rate, Base Rate, Prime Rate and Federal Funds Rate as in effect from time to time outstanding in respect time, and each such determination of the LIBOR Rate, Base Rate, Prime Rate and Federal Funds Rate shall be conclusive and binding absent manifest error. (d) Payments made by Borrower under this Note shall be made free and clear of, and without reduction for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding income and franchise taxes of the United States of America or any political subdivision or taxing authority thereof or therein (such non-excluded taxes being called “Additional Taxes”). If any Additional Taxes are required to be withheld from any amounts payable to Lender hereunder or under any of the other Loan Documents, the amounts so payable to Lender shall be increased to the extent necessary to yield to Lender (after payment of all Additional Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Note. (e) Borrower shall have the option to extend the Initial Maturity Date for an additional one (1) year period commencing on and including (such period, the Commencement “Extension Period”) from the Initial Maturity Date and ending on to the date when Extended Maturity Date, provided that, as conditions precedent to the exercise of such option, (1) Borrower shall provide written notice to Lender of its election to request an extension of the Initial Maturity Date to the Extended Maturity Date no later than ninety (90) days prior to the Initial Maturity Date, (2) there is no Event of Default under any of the Loan Documents, (3) there shall be no material adverse change in the financial condition of the Borrower or Guarantor, (4) at the time of extension, Borrower must be maintaining an eleven percent (11%) Debt Yield, (5) Borrower shall have paid to Lender an extension fee equal to one percent (1.00%) of the principal amount of such Series A Note this Note, (6) Lender shall have been paid in fullreceived, payable on each January 2 and July 2 in each year (the "Interest Payment Dates"), commencing the respective dates specified in Schedule 1.4 hereto in the column headed "Interest Payment Commencement Date"; provided, that if the Accreted Value of such Series A Note is not paid when due (upon redemption or acceleration or otherwise) during the Pre-Commencement Date Period, interest on the Accreted Value of such Series A Note as at the date such Accreted Value was not paid shall accrue (reviewed and be payable on demand satisfied with the current financial statements and other financial information requested by ▇▇▇▇▇▇ and delivered by Borrower with respect to Borrower and Guarantor, (7) the Borrower must be in compliance with the Loan to Value Ratio covenant set forth in Section 4.6 of the Noteholder of record of such Series A Note) at the same interest rate per annum Security Instrument as is specified determined pursuant to Section 1.4 hereof from a then current MAI appraisal of the Property, (8) Borrower shall pay all reasonable internal and external costs and expenses of Lender (including reasonable attorneys' fees and expenses) in connection with such date until such Accreted Value extension, and (9) Borrower shall have been paid in full; provided, further, provide all other documentation that additional interest accrued to any Interest Payment Date as the result of any increase in the interest rate borne by any Series A Note as provided in Section 1.4(b) hereof over what would have accrued or accreted to such date shall be paid in cash to the Noteholders of such Series A Note whether or not the Commencement Date for such Series A Note has occurred; and provided, further, that any other amounts payable to the Indenture Trustee or any Noteholder under this Indenture, any Series A Note or any other Operative Agreement but not paid in full when due (whether at Stated Maturity, by acceleration or otherwise), including any Defaulted Installment and, to the extent permitted by Applicable Law, Defaulted Interest, but excluding unpaid Accreted Value (which shall accrue interest pursuant to the first proviso of this paragraph), shall, for the period from and including the date such amount becomes due and payable until such amount shall have been paid in full, accrue interest at the applicable Late RateLender may reasonably request.