Property Cash Flow Allocation. (a) Notwithstanding anything stated to the contrary in this Agreement (but subject to Section 3.11(c) below), all Rents deposited into the Deposit Account during the immediately preceding Interest Period shall be applied on each Payment Date as follows in the following order of priority: (i) First, at any time prior to the Maturity Date hereunder, to Borrower to make Permitted REIT Distributions attributable to the immediately preceding Interest Period, subject to Section 3.12 below. For so long as the Mezzanine Loan remains outstanding at any time prior to the stated maturity date of the Mezzanine Loan, notwithstanding that an Event of Default shall have occurred and be continuing, Rents deposited into the Deposit Account shall be disbursed to Borrower to make Permitted REIT Distributions to the extent that sufficient amounts are on deposit in the Deposit Account to fully fund payment of the Monthly Debt Service Payment Amount (under subsection (iv) below) and the Monthly Mezzanine Debt Service Payment Amount (under subsection (viii) below) without regard for the adequacy of all Rents then on deposit in the Deposit Account to fully fund any prior amounts described in this Section 3.11(a), subsections (ii), (iii), (v), (vi) and (vii) below. No Rents shall be disbursed to Borrower to make Permitted REIT Distributions for so long as the Mezzanine Loan remains outstanding from and after the stated maturity date of the Mezzanine Loan. (ii) Second, (if the obligation to fund the Tax and Insurance Subaccount is no longer waived by Lender pursuant to Section 3.3 hereof) to make payments into the Tax and Insurance Subaccount as required under Section 3.3 hereof; (iii) Third, to pay the monthly portion of the fees charged by the Deposit Bank in accordance with the Deposit Account Agreement; (iv) Fourth, to Lender to pay the Monthly Debt Service Payment Amount due on such Payment Date (plus, if applicable, interest at the Default Rate and all other amounts, other than those described under other clauses of this Section 3.11(a), then due to Lender under the Loan Documents); (v) Fifth, (if the obligation to fund the Capital Reserve Subaccount is no longer waived by Lender pursuant to Section 3.4 hereof) to make payments into the Capital Reserve Subaccount as required under Section 3.4 hereof; (vi) Sixth, to make payments for Approved Operating Expenses as required under Section 3.6 hereof; (vii) Seventh, to make payments into the Rollover Reserve Subaccount as required under Section 3.5 hereof; (viii) Eighth, if the Mezzanine Loan (or any portion thereof) is outstanding, to make payments in the amount of the Monthly Mezzanine Debt Service Payment into the subordinate deposit account established under the Mezzanine Loan; and (ix) Ninth, if the Mezzanine Loan (or any portion thereof) is outstanding, all remaining Available Cash on such Payment Date shall be deposited into the subordinate deposit account established under the Mezzanine Loan or, if the Mezzanine Loan has been paid in full, all remaining Available Cash on such Payment Date shall be deposited into the Cash Collateral Subaccount in accordance with Section 3.9 hereof. (b) The failure of Borrower to make all of the payments required under clauses (ii) through (viii) of Section 3.11(a) above in full on each Payment Date shall constitute an Event of Default under this Agreement; provided, however, if adequate funds are available in the Deposit Account for such payments, the failure by the Deposit Bank to allocate such funds into the appropriate Subaccounts shall not constitute an Event of Default. (c) Notwithstanding anything to the contrary contained in this Section 3.11, after the occurrence of an Event of Default, Lender may apply all Rents deposited into the Deposit Account and other proceeds of repayment (after disbursement to Borrower for payment of any Permitted REIT Distribution then due and payable in accordance with the provisions of Section 3.11(a)(i) above) to payment of amounts outstanding under the Loan Documents or with respect to the Mezzanine Loan, in such order and in such manner as Lender shall elect. (d) Any funds in the Deposit Account and not previously disbursed or applied shall be disbursed to Borrower upon termination of any applicable Cash Management Period.
Appears in 4 contracts
Sources: Loan Agreement (Hines Global REIT, Inc.), Loan Agreement (KBS Real Estate Investment Trust, Inc.), Loan Agreement (KBS Real Estate Investment Trust, Inc.)
Property Cash Flow Allocation. (a) Notwithstanding anything stated to the contrary in this Agreement (but subject to Section 3.11(c) below), all All Rents deposited into the Deposit Account during the immediately preceding Interest Period shall be applied on each Payment Date as follows in the following order of priority:
(i) First, at any time prior to the Maturity Date hereunder, to Borrower to make Permitted REIT Distributions attributable to the immediately preceding Interest Period, subject to Section 3.12 below. For so long as the Mezzanine Loan remains outstanding at any time prior to the stated maturity date of the Mezzanine Loan, notwithstanding that an Event of Default shall have occurred and be continuing, Rents deposited into the Deposit Account shall be disbursed to Borrower to make Permitted REIT Distributions to the extent that sufficient amounts are on deposit in the Deposit Account to fully fund payment of the Monthly Debt Service Payment Amount (under subsection (iv) below) and the Monthly Mezzanine Debt Service Payment Amount (under subsection (viii) below) without regard for the adequacy of all Rents then on deposit in the Deposit Account to fully fund any prior amounts described in this Section 3.11(a), subsections (ii), (iii), (v), (vi) and (vii) below. No Rents shall be disbursed to Borrower to make Permitted REIT Distributions for so long as the Mezzanine Loan remains outstanding from and after the stated maturity date of the Mezzanine Loan.
(ii) Second, (if the obligation to fund the Tax and Insurance Subaccount is no longer waived by Lender pursuant to Section 3.3 hereof) to make payments into the Tax and Insurance Subaccount if and as required (and only if and as required) under Section 3.3 hereof;
(iiiii) ThirdSecond, to pay the monthly portion of the fees charged by the Deposit Bank in accordance with the Deposit Account Agreement;
(iviii) FourthThird, to Lender to pay the Monthly Debt Service Payment Amount or the Monthly Interest Payment Amount, as the case may be, due on such Payment Date (plus, if applicable, interest at the Default Rate and all other amounts, other than those described under other clauses of this Section 3.11(a), then due to Lender under the Loan Documents);
(viv) FifthFourth, (if the obligation to fund the Capital Reserve Subaccount is no longer waived by Lender pursuant to Section 3.4 hereof) to make payments into the Capital Reserve Subaccount if and as required (and only if and as required) under Section 3.4 hereof;
(viv) SixthFifth, during the continuance of a Cash Trap Period, to make payments for Approved Operating Expenses as required under Section 3.6 hereof;
(viivi) SeventhSixth, to make payments into during the Rollover Reserve Subaccount as required under Section 3.5 hereof;
(viii) Eighth, if the Mezzanine Loan (or any portion thereof) is outstandingcontinuance of a Cash Trap Period, to make payments in the an amount of the Monthly Mezzanine Debt Service Payment into the subordinate deposit account established under the Mezzanine Loan; and
(ix) Ninth, if the Mezzanine Loan (or any portion thereof) is outstanding, equal to all remaining Available Cash on such Payment Date shall be deposited into the subordinate deposit account established under the Mezzanine Loan or, if the Mezzanine Loan has been paid in full, all remaining Available Cash on such Payment Date shall be deposited into the Cash Collateral Subaccount in accordance with Section 3.9 hereof; and
(vii) Lastly, provided that no Cash Trap Period is then continuing, payments to Borrower of any remaining amounts. Notwithstanding the foregoing, except during the continuance of a Cash Trap Period, provided that in any given Interest Period, all amounts referred to in the foregoing clauses (i) - (iv) have been paid, then at Borrower’s request, the payments to Borrower under the foregoing clause (vii) shall be made on a weekly basis.
(b) The failure of Borrower to make all of the payments required under clauses (iii) through (viiivi) of Section 3.11(a) above in full on each Payment Date shall constitute an Event of Default under this Agreement; provided, however, if adequate funds are available in the Deposit Account for such payments, the failure by the Deposit Bank to allocate such funds into the appropriate Subaccounts shall not constitute an Event of Default.
(c) Notwithstanding anything to the contrary contained in this Section 3.11, after the occurrence of an Event of Default, Lender may apply all Rents deposited into the Deposit Account and other proceeds of repayment (after disbursement to Borrower for payment of any Permitted REIT Distribution then due and payable in accordance with the provisions of Section 3.11(a)(i) above) to payment of amounts outstanding under the Loan Documents or with respect to the Mezzanine Loan, in such order and in such manner as Lender shall elect.
(d) Any funds in the Deposit Account and not previously disbursed or applied shall be disbursed to Borrower upon termination of any applicable Cash Management Period.
Appears in 2 contracts
Sources: Loan Agreement (Behringer Harvard Reit I Inc), Loan Agreement (Behringer Harvard Reit I Inc)
Property Cash Flow Allocation. (a) Notwithstanding anything stated to the contrary in this Agreement (but subject to Section 3.11(c) below), all Rents deposited into the Deposit Account during the immediately preceding Interest Period shall be applied on On each Payment Date as follows Date, provided that there is no Event of Default, Deposit Bank shall, and is authorized by Borrower to, transfer funds in the Mezzanine Cash Management Account for payment of the following amounts in the following order of priority, in each case to the extent that sufficient funds remain therefor:
(i) First, at any time prior funds sufficient to pay all accrued and unpaid interest due on the Loan pursuant to the Maturity Date hereunderNote and this Loan Agreement (and not accruing at the Default Rate) shall be withdrawn and paid to Agent;
(ii) funds sufficient to repay all principal due (if any) on the Loan pursuant to the Note and this Agreement shall be withdrawn and paid to Agent;
(iii) funds sufficient to pay any interest accruing at the Default Rate, late payment charges, if any, and any other sums due and payable to Agent or Lender under any of the Loan Documents (if any), shall be withdrawn and paid to Agent or Lender, as applicable, and applied against such items;
(iv) all remaining funds in the Mezzanine Cash Management Account shall be paid to Borrower.
(b) Notwithstanding anything to the contrary herein, Borrower acknowledges that Borrower is responsible for monitoring the sufficiency of funds deposited in the Mezzanine Cash Management Account and that Borrower is liable for any deficiency in available funds, irrespective of whether Borrower has received any account statement, notice or demand from Agent. If the amount on deposit in the Mezzanine Cash Management Account is insufficient when required to make Permitted REIT Distributions attributable all of the withdrawals and allocations required pursuant to the immediately preceding Interest Periodclauses (i) through (iv) of Section 6.9(a), subject to Section 3.12 below. For so long as Borrower shall deposit such deficiency into the Mezzanine Cash Management Account within five (5) Business Days (provided, however, that, such five (5) Business Day period shall not constitute a grace period for any Default or Event of Default under this Agreement or any other Loan remains outstanding at Document based on a failure to satisfy any time prior to the stated maturity date of the Mezzanine Loan, notwithstanding that monetary obligation provided in any Loan Document).
(c) If an Event of Default shall have occurred and be continuing, Rents deposited into the Deposit Account shall be disbursed to Borrower hereby irrevocably authorizes Agent to make Permitted REIT Distributions to the extent that sufficient amounts are on deposit in the Deposit Account to fully fund payment of the Monthly Debt Service Payment Amount (under subsection (iv) below) any and the Monthly Mezzanine Debt Service Payment Amount (under subsection (viii) below) without regard for the adequacy of all Rents then on deposit in the Deposit Account to fully fund any prior amounts described in this Section 3.11(a), subsections (ii), (iii), (v), (vi) and (vii) below. No Rents shall be disbursed to Borrower to make Permitted REIT Distributions for so long as withdrawals from the Mezzanine Loan remains outstanding from and after the stated maturity date of the Mezzanine Loan.
(ii) Second, (if the obligation to fund the Tax and Insurance Subaccount is no longer waived by Lender pursuant to Section 3.3 hereof) to make payments into the Tax and Insurance Subaccount as required under Section 3.3 hereof;
(iii) Third, to pay the monthly portion of the fees charged by the Deposit Bank in accordance with the Deposit Cash Management Account Agreement;
(iv) Fourth, to Lender to pay the Monthly Debt Service Payment Amount due on such Payment Date (plus, if applicable, interest at the Default Rate and all other amounts, other than those described under other clauses of this Section 3.11(a), then due to Lender under the Loan Documents);
(v) Fifth, (if the obligation to fund the Capital Reserve Subaccount is no longer waived by Lender pursuant to Section 3.4 hereof) to make payments into the Capital Reserve Subaccount as required under Section 3.4 hereof;
(vi) Sixth, to make payments for Approved Operating Expenses as required under Section 3.6 hereof;
(vii) Seventh, to make payments into the Rollover Reserve Subaccount as required under Section 3.5 hereof;
(viii) Eighth, if the Mezzanine Loan (or any portion thereof) is outstanding, to make payments in the amount of the Monthly Mezzanine Debt Service Payment into the subordinate deposit account established under the Mezzanine Loan; and
(ix) Ninth, if the Mezzanine Loan (or any portion thereof) is outstanding, all remaining Available Cash on such Payment Date shall be deposited into the subordinate deposit account established under the Mezzanine Loan or, if the Mezzanine Loan has been paid in full, all remaining Available Cash on such Payment Date shall be deposited into the Cash Collateral Subaccount in accordance with Section 3.9 hereof.
(b) The failure of Borrower 6.9.3. Agent’s right to make withdraw and apply funds as stated herein shall be in addition to all of the payments required under clauses (ii) through (viii) of Section 3.11(a) above in full on each Payment Date shall constitute an Event of Default other rights and remedies provided to Agent under this Agreement; provided, however, if adequate funds are available in the Deposit Account for such payments, the failure by Note and the Deposit Bank to allocate such funds into the appropriate Subaccounts shall not constitute an Event of Defaultother Loan Documents.
(c) Notwithstanding anything to the contrary contained in this Section 3.11, after the occurrence of an Event of Default, Lender may apply all Rents deposited into the Deposit Account and other proceeds of repayment (after disbursement to Borrower for payment of any Permitted REIT Distribution then due and payable in accordance with the provisions of Section 3.11(a)(i) above) to payment of amounts outstanding under the Loan Documents or with respect to the Mezzanine Loan, in such order and in such manner as Lender shall elect.
(d) Any funds in the Deposit Account and not previously disbursed or applied shall be disbursed to Borrower upon termination of any applicable Cash Management Period.
Appears in 2 contracts
Sources: First Mezzanine Loan Agreement (Clipper Realty Inc.), Mezzanine Loan Agreement (Clipper Realty Inc.)
Property Cash Flow Allocation. (a) Notwithstanding anything stated to the contrary in this Agreement (but subject to Section 3.11(c) below)During any Cash Management Period, all Rents deposited into the Deposit Account during the immediately preceding Interest Period shall be applied on each Payment Date as follows in the following order of priority:
(i) First, at any time prior to the Maturity Date hereunder, to Borrower to make Permitted REIT Distributions attributable to the immediately preceding Interest Period, subject to Section 3.12 below. For so long as the Mezzanine Loan remains outstanding at any time prior to the stated maturity date of the Mezzanine Loan, notwithstanding that an Event of Default shall have occurred and be continuing, Rents deposited into the Deposit Account shall be disbursed to Borrower to make Permitted REIT Distributions to the extent that sufficient amounts are on deposit in the Deposit Account to fully fund payment of the Monthly Debt Service Payment Amount (under subsection (iv) below) and the Monthly Mezzanine Debt Service Payment Amount (under subsection (viii) below) without regard for the adequacy of all Rents then on deposit in the Deposit Account to fully fund any prior amounts described in this Section 3.11(a), subsections (ii), (iii), (v), (vi) and (vii) below. No Rents shall be disbursed to Borrower to make Permitted REIT Distributions for so long as the Mezzanine Loan remains outstanding from and after the stated maturity date of the Mezzanine Loan.
(ii) Second, (if the obligation to fund the Tax and Insurance Subaccount is no longer waived by Lender pursuant to Section 3.3 hereof) to make payments into the Tax and Insurance Subaccount as required under Section 3.3 hereof;
(iiiii) ThirdSecond, to pay the monthly portion of the fees charged by the Deposit Bank in accordance with the Deposit Account Agreement;
(iviii) FourthThird, to Lender to pay the Monthly Debt Service Interest Payment Amount Amount, due on such Payment Date (plus, if applicable, interest at the Default Rate and all other amounts, other than those described under other clauses of this Section 3.11(a3.1 1 (a), then due to Lender under the Loan Documents);
(viv) FifthFourth, (if the obligation to fund the Capital Reserve Subaccount is no longer waived by Lender pursuant to Section 3.4 hereof) to make payments into the Capital Reserve Subaccount as required under Section 3.4 hereof;
(v) Fifth, to make payments into the Rollover Reserve Subaccount as required under Section 3.5(a) hereof;
(vi) Sixth, to make payments for Approved Operating Expenses as required under Section 3.6 hereof;
(vii) Seventh, to make payments into during the Rollover Reserve Subaccount as required under Section 3.5 hereof;
(viii) Eighth, if the Mezzanine Loan (or any portion thereof) is outstandingcontinuance of a Cash Management Period triggered solely a result of a Lease Sweep Period, to make payments in the an amount of the Monthly Mezzanine Debt Service Payment into the subordinate deposit account established under the Mezzanine Loan; and
(ix) Ninth, if the Mezzanine Loan (or any portion thereof) is outstanding, equal to all remaining Available Cash on such Payment Date shall be deposited into the subordinate deposit account established under the Mezzanine Loan orSpecial Rollover Reserve Subaccount in accordance with Section 3.5(c) hereof; and
(viii) Eighth, if the Mezzanine Loan has been paid to make payments in full, an amount equal to all remaining Available Cash on such Payment Date shall be deposited into the Cash Collateral Subaccount in accordance with Section 3.9 hereof.
(b) The failure of Borrower to make all of the payments required C) under clauses (iii) through (viii) of Section 3.11(a3.1 1 (a) above in full on each Payment Date shall constitute an Event of Default under this Agreement; provided, however, if adequate funds are available in the Deposit Account for such payments, the failure by the Deposit Bank to allocate such funds into the appropriate Subaccounts shall not constitute an Event of Default.
(c) Notwithstanding anything to the contrary contained in this Section 3.113.1 1 or elsewhere in the Loan Documents, after the occurrence of a Default or an Event of Default, Lender may apply all Rents deposited into the Deposit Account and other proceeds of repayment (after disbursement to Borrower for payment of any Permitted REIT Distribution then due and payable in accordance with the provisions of Section 3.11(a)(i) above) to payment of amounts outstanding under the Loan Documents or with respect to the Mezzanine Loan, in such order and in such manner as Lender shall elect. Lender's right to withdraw and apply any of the foregoing funds shall be in addition to all other rights and remedies provided to Lender under the Loan Documents.
(d) Any funds Notwithstanding the foregoing, at such time as a Cash Management Period is no longer in effect, and so long as no Event of Default has occurred and is continuing, Lender shall disburse to Borrower all proceeds on deposit in the Deposit Account and not previously disbursed or applied shall be disbursed to Borrower upon termination of any applicable Cash Management PeriodCollateral Subaccount.
Appears in 2 contracts
Sources: Loan Agreement (Medalist Diversified REIT, Inc.), Loan Agreement (Medalist Diversified REIT, Inc.)
Property Cash Flow Allocation. (a) Notwithstanding anything stated to the contrary in this Agreement (but subject to Section 3.11(c) below), all All Rents deposited into the Deposit Account during the immediately preceding Interest Period shall be applied on each Payment Date as follows in the following order of priority:
(i) First, at any time prior to the Maturity Date hereunder, to Borrower to make Permitted REIT Distributions attributable to the immediately preceding Interest Period, subject to Section 3.12 below. For so long as the Mezzanine Loan remains outstanding at any time prior to the stated maturity date of the Mezzanine Loan, notwithstanding that an Event of Default shall have occurred and be continuing, Rents deposited into the Deposit Account shall be disbursed to Borrower to make Permitted REIT Distributions to the extent that sufficient amounts are on deposit in the Deposit Account to fully fund payment of the Monthly Debt Service Payment Amount (under subsection (iv) below) and the Monthly Mezzanine Debt Service Payment Amount (under subsection (viii) below) without regard for the adequacy of all Rents then on deposit in the Deposit Account to fully fund any prior amounts described in this Section 3.11(a), subsections (ii), (iii), (v), (vi) and (vii) below. No Rents shall be disbursed to Borrower to make Permitted REIT Distributions for so long as the Mezzanine Loan remains outstanding from and after the stated maturity date of the Mezzanine Loan.
(ii) Second, (if the obligation to fund the Tax and Insurance Subaccount is no longer waived by Lender pursuant to Section 3.3 hereof) to make payments into the Tax and Insurance Subaccount as required under Section 3.3 hereof;
(iiiii) ThirdSecond, to pay the monthly portion of the fees charged by the Deposit Bank in accordance with the Deposit Account Agreement;
(iviii) FourthThird, to Lender to pay the Monthly Debt Service Fixed Rate Loan Interest Payment Amount due on such Payment Date (plus, if applicable, interest at the Default Rate and all other amounts, other than those described under other clauses of this Section 3.11(a), then due to Lender under the Loan Documents)
(iv) Fourth, to Lender to pay the Floating Rate Loan Interest Payment due on such Payment Date (plus, if applicable, interest at the Default Rate);
(v) Fifth, to make payments for Approved Operating Expenses as required under Section 3.6 hereof;
(if the obligation to fund the Capital Reserve Subaccount is no longer waived by Lender pursuant to Section 3.4 hereofvi) Sixth, to make payments into the Capital Reserve Subaccount as required under Section 3.4 hereof;
(vi) Sixth, to make payments for Approved Operating Expenses as required under Section 3.6 hereof;
(vii) Seventh, to make payments into the Rollover Reserve Subaccount as required under Section 3.5 3.5(a) hereof;
(viii) Eighth, if during the Mezzanine Loan (or any portion thereof) is outstandingcontinuance of a Cash Trap Period, to make payments in the an amount of the Monthly Mezzanine Debt Service Payment into the subordinate deposit account established under the Mezzanine Loan; and
(ix) Ninth, if the Mezzanine Loan (or any portion thereof) is outstanding, equal to all remaining Available Cash on such Payment Date shall be deposited into the subordinate deposit account established under the Mezzanine Loan or, if the Mezzanine Loan has been paid in full, all remaining Available Cash on such Payment Date shall be deposited into the Cash Collateral Subaccount in accordance with Section 3.9 hereof; and
(ix) Lastly, payments to Borrower of any remaining amounts.
(b) The failure of Borrower to make all of the payments required under clauses (iii) through (viii) of Section 3.11(a) above in full on each Payment Date shall constitute an Event of Default under this Agreement; provided, however, if adequate funds are available in the Deposit Account for such payments, the failure by the Deposit Bank to allocate such funds into the appropriate Subaccounts shall not constitute an Event of Default. Nothing herein, however, shall be construed to restrict Borrower from depositing its own funds (other than Rents) into the Deposit Account in order to fund any of the amounts required under clauses (i) through (vii) of Section 3.11(a) above (to the extent that the Rents previously deposited into the Deposit Account are insufficient for the same).
(c) Notwithstanding anything to the contrary contained in this Section 3.11, after the occurrence and during the continuance of a Default or an Event of Default, Lender may apply all Rents deposited into the Deposit Account and other proceeds of repayment (after disbursement to Borrower for payment of any Permitted REIT Distribution then due and payable in accordance with the provisions of Section 3.11(a)(i) above) to payment of amounts outstanding under the Loan Documents or with respect to the Mezzanine Loan, in such order and in such manner as Lender shall elect.
(d) Any funds in the Deposit Account and not previously disbursed or applied shall be disbursed to Borrower upon termination of any applicable Cash Management Period.
Appears in 2 contracts
Sources: Loan Agreement (Thomas Properties Group Inc), Loan Agreement (Thomas Properties Group Inc)
Property Cash Flow Allocation. (a) Notwithstanding anything stated to the contrary in this Agreement (but subject to Section 3.11(c) below)During any Cash Management Period, all Rents deposited into the Deposit Account during the immediately preceding Interest Period shall be applied on each Payment Date as follows in the following order of priority:
: (i) First, at any time prior to the Maturity Date hereunder, to Borrower to make Permitted REIT Distributions attributable to the immediately preceding Interest Period, subject to Section 3.12 below. For so long as the Mezzanine Loan remains outstanding at any time prior to the stated maturity date of the Mezzanine Loan, notwithstanding that an Event of Default shall have occurred and be continuing, Rents deposited into the Deposit Account shall be disbursed to Borrower to make Permitted REIT Distributions to the extent that sufficient amounts are on deposit in the Deposit Account to fully fund payment of the Monthly Debt Service Payment Amount (under subsection (iv) below) and the Monthly Mezzanine Debt Service Payment Amount (under subsection (viii) below) without regard for the adequacy of all Rents then on deposit in the Deposit Account to fully fund any prior amounts described in this Section 3.11(a), subsections (ii), (iii), (v), (vi) and (vii) below. No Rents shall be disbursed to Borrower to make Permitted REIT Distributions for so long as the Mezzanine Loan remains outstanding from and after the stated maturity date of the Mezzanine Loan.
(ii) Second, (if the obligation to fund the Tax and Insurance Subaccount is no longer waived by Lender pursuant to Section 3.3 hereof) to make payments into the Tax and Insurance Subaccount as required under Section 3.3 hereof;
3.3; (iiiii) ThirdSecond, to pay the monthly portion of the fees charged by the Deposit Bank in accordance with the Deposit Account Agreement;
; (iviii) FourthThird, to Lender to pay the Monthly Debt Service Payment Amount due on such Payment Date (plus, if applicable, interest at the Default Rate and all other amounts, other than those described under other clauses of this Section 3.11(a), then due to Lender under the Loan Documents);
; (viv) FifthFourth, (if the obligation to fund the Capital Reserve Subaccount is no longer waived by Lender pursuant to Section 3.4 hereof) to make payments into the Capital Reserve Subaccount as required under Section 3.4 hereof;
3.4; (v) Fifth, to make payments into the Seasonal Working Capital Reserve Subaccount as required under Section 3.5; (vi) Sixth, to make payments for Approved Operating Expenses as required under Section 3.6 hereof;
3.6; (vii) Seventh, after the consummation of a Secondary Market Transaction, to make payments into pay the Rollover Reserve Subaccount as required under pro rata portion of the expenses described in Section 3.5 hereof;
9.1.7; (viii) Eighth, if the Mezzanine Loan (required pursuant to Section 3.4.1(b) or any portion thereof) is outstandingSection 3.4.2(c), to make payments in the amount of the Monthly Mezzanine Debt Service Payment all or a portion of Available Cash into the subordinate deposit account established under the Mezzanine LoanCapital Reserve Subaccount; and
and (ix) NinthLastly, if the Mezzanine Loan (or payments to Borrowers of any portion thereof) is outstanding, all remaining Available Cash on such Payment Date shall be deposited into the subordinate deposit account established under the Mezzanine Loan or, if the Mezzanine Loan has been paid in full, all remaining Available Cash on such Payment Date shall be deposited into the Cash Collateral Subaccount in accordance with Section 3.9 hereofamounts.
(b) The failure of Borrower Borrowers to make all of the payments required under clauses (iii) through (viii) of Section 3.11(a) above in full on each Payment Date shall constitute an Event of Default under this Agreement; provided, however, if adequate funds are available in the Deposit Account for such payments, the failure by the Deposit Bank to allocate such funds into the appropriate Subaccounts shall not constitute an Event of Default.
(c) Notwithstanding anything to the contrary contained in this Section 3.11, after the occurrence of an Event of Default, Lender may apply all Rents deposited into the Deposit Account and other proceeds of repayment (after disbursement to Borrower for payment of any Permitted REIT Distribution then due and payable in accordance with the provisions of Section 3.11(a)(i) above) to payment of amounts outstanding under the Loan Documents or with respect to the Mezzanine Loan, in such order and in such manner as Lender shall elect.
(d) Any funds in the Deposit Account and not previously disbursed or applied shall be disbursed to Borrower upon termination of any applicable Cash Management Period.
Appears in 2 contracts
Sources: Loan Agreement (Supertel Hospitality Inc), Loan Agreement (Humphrey Hospitality Trust Inc)
Property Cash Flow Allocation. (a) Notwithstanding anything stated to the contrary in this Agreement (but subject to Section 3.11(c) below), all All Rents and other amounts deposited into the Deposit Cash Management Account during the immediately preceding Interest Period shall be applied on each Payment Date to the Reserves as follows in the following order of priority:
(i) First, at any time prior to the Maturity Date hereunder, to Borrower to make Permitted REIT Distributions attributable to the immediately preceding Interest Period, subject to Section 3.12 below. For so long as the Mezzanine Loan remains outstanding at any time prior to the stated maturity date of the Mezzanine Loan, notwithstanding that an Event of Default shall have occurred and be continuing, Rents deposited into the Deposit Account shall be disbursed to Borrower to make Permitted REIT Distributions to the extent that sufficient amounts are on deposit in the Deposit Account to fully fund payment of event the Monthly Debt Service Payment Amount (under subsection (iv) below) and the Monthly Mezzanine Debt Service Payment Amount (under subsection (viii) below) without regard for the adequacy of all Rents amounts then on deposit in the Deposit Account Tax Reserve are insufficient to fully fund any prior amounts described pay the Taxes next coming due in accordance with Section 3.2 of this Section 3.11(a)Agreement, subsections (ii), (iii), (v), (vi) and (vii) below. No Rents then in amount equal to such deficiency shall be disbursed paid to Borrower to make Permitted REIT Distributions for so long as the Mezzanine Loan remains outstanding from and after the stated maturity date of the Mezzanine Loan.Tax Reserve;
(ii) Second, (if in the obligation event the amounts then on deposit in the Insurance Reserve are insufficient to fund pay the Tax and Insurance Subaccount is no longer waived by Lender pursuant to Premiums next coming due in accordance with Section 3.3 hereof) of this Agreement, then in amount equal to make payments into such deficiency shall be paid to the Tax and Insurance Subaccount as required under Section 3.3 hereofReserve;
(iii) Third, to pay the monthly portion of the fees charged by the Deposit Cash Management Bank in accordance with the Deposit Account Cash Management Agreement;
(iv) Fourth, a payment to Lender equal to pay the Monthly Debt Service Payment Amount interest due on such Payment Date (plus, if applicable, interest at the Default Rate and all other amounts, other than those described under other clauses of this Section 3.11(a3.7(a), then due to Lender under the Loan Documents);, but only to the extent such payment is not paid from the Interest Reserve either because (i) the amounts then on deposit in the Interest Reserve are insufficient to pay the same, or (ii) Borrower is not then entitled to a disbursement from the Interest Reserve pursuant to the terms hereof for the purpose of making such payment; and
(v) FifthLastly, (if the obligation balance to fund the Capital Reserve Subaccount is no longer waived by Lender pursuant to Section 3.4 hereof) to make payments into the Capital Reserve Subaccount as required under Section 3.4 hereof;
(vi) Sixth, to make payments for Approved Operating Expenses as required under Section 3.6 hereof;
(vii) Seventh, to make payments into the Rollover Reserve Subaccount as required under Section 3.5 hereof;
(viii) Eighth, if the Mezzanine Loan (or any portion thereof) is outstanding, to make payments in the amount of the Monthly Mezzanine Debt Service Payment into the subordinate deposit account established under the Mezzanine Loan; and
(ix) Ninth, if the Mezzanine Loan (or any portion thereof) is outstanding, all remaining Available Cash on such Payment Date shall be deposited into the subordinate deposit account established under the Mezzanine Loan or, if the Mezzanine Loan has been paid in full, all remaining Available Cash on such Payment Date shall be deposited into the Cash Collateral Subaccount in accordance with Section 3.9 hereofInterest Reserve.
(b) The failure of Borrower to make all of the payments required under clauses (iii) through (viiiiv) of Section 3.11(a3.7(a) above in full on each Payment Date shall constitute an Event of Default under this Agreement; provided, however, if adequate funds are available in the Deposit Cash Management Account for such payments and Borrower is then entitled to a disbursement from the Cash Management Account for the purpose of making such payments, the failure by the Deposit Bank to allocate deposit such funds into the appropriate Subaccounts Reserves shall not constitute an Event of Default.
(c) Notwithstanding anything to the contrary contained herein or in this Section 3.11any other Loan Document, after the occurrence and during the continuance of an Event of Default, Lender may apply all Rents and other amounts deposited into the Deposit Cash Management Account or the Reserves and any other proceeds of repayment (after disbursement to Borrower for payment of any Permitted REIT Distribution then due and payable in accordance with the provisions of Section 3.11(a)(i) above) to payment of amounts outstanding under the Loan Documents or with respect to the Mezzanine Loan, in such order and in such manner as Lender shall electelect in its sole and absolute discretion.
(d) Any funds in the Deposit Account and not previously disbursed or applied shall be disbursed to Borrower upon termination of any applicable Cash Management Period.
Appears in 2 contracts
Sources: Loan Agreement (Ambase Corp), Loan Agreement (Ambase Corp)
Property Cash Flow Allocation. (a) Notwithstanding anything stated to Commencing on the contrary in this Agreement (but subject to Section 3.11(c) below)Substantial Completion Date and continuing on each Payment Date thereafter through and including the Conversion Date, all except during the continuance of an Event of Default, any Rents deposited into the Deposit Account or received by Borrower or Manager during the immediately preceding Interest Period shall be applied on each Payment Date as follows in the following order of priority:
: (i) First, at to pay any time prior and all ground rents, if any, (ii) Second, to make required payments (if any) to the Maturity Date hereunderTax and Insurance Escrow Fund; (iii) Third, to Borrower Lender to pay the interest due on such Payment Date (including, if applicable, interest at the Default Rate); (iv) Fourth, to make Permitted REIT Distributions attributable payments for Approved Operating Expenses; (v) Fifth, to make required payments (if any) to the immediately preceding Interest PeriodCapital Reserve Fund; and (vi) Lastly, subject to Section 3.12 below. For so long as the Mezzanine Loan remains outstanding at payments of any time prior excess amounts to the stated maturity date Cash Collateral Subaccount.
(b) Commencing on the first Payment Date after the Conversion Date and continuing on each Payment Date thereafter through and including the Optional Prepayment Date, except during the continuance of the Mezzanine Loan, notwithstanding that an Event of Default shall have occurred and be continuingDefault, any Rents received by Borrower or Manager (and, during a Cash Management Period, Rents deposited into the Deposit Account Account) during the immediately preceding Interest Period shall be disbursed to Borrower to make Permitted REIT Distributions to the extent that sufficient amounts are on deposit applied as follows in the Deposit Account following order of priority: (i) First, to fully fund payment of the Monthly Debt Service Payment Amount (under subsection (iv) below) pay any and the Monthly Mezzanine Debt Service Payment Amount (under subsection (viii) below) without regard for the adequacy of all Rents then on deposit in the Deposit Account to fully fund any prior amounts described in this Section 3.11(a)ground rents, subsections (ii), (iii), (v), (vi) and (vii) below. No Rents shall be disbursed to Borrower to make Permitted REIT Distributions for so long as the Mezzanine Loan remains outstanding from and after the stated maturity date of the Mezzanine Loan.
if any; (ii) Second, (if the obligation to fund make required payments to the Tax and Insurance Subaccount is no longer waived by Lender pursuant to Section 3.3 hereof) to make payments into the Tax and Insurance Subaccount as required under Section 3.3 hereof;
Escrow Fund; (iii) Third, to pay the monthly portion of the fees charged by the Deposit Bank in accordance with the Deposit Account Agreement;
(iv) Fourth, to Lender to pay the Monthly Debt Service Payment Amount due on such Payment Date (plus, if applicable, interest at the Default Rate and all other amountsRate); (iv) Fourth, other than those described under other clauses of this Section 3.11(a), then due to Lender under make required payments to the Loan Documents);
Capital Reserve Fund; (v) Fifth, (if the obligation to fund the Capital Reserve Subaccount is no longer waived by Lender pursuant to Section 3.4 hereof) to make during a Cash Management Period, payments into the Capital Reserve Subaccount as required under Section 3.4 hereof;
for Approved Operating Expenses; (vi) Sixth, during a Cash Management Period, to make required payments for Approved Operating Expenses as required under Section 3.6 hereof;
any working capital reserves in accordance with the Annual Budget to the Working Capital Subaccount; and (vii) SeventhLastly, payments to make payments into the Rollover Reserve Subaccount as required under Section 3.5 hereof;Manager of any excess amounts.
(viiic) Eighth, if Commencing on the Mezzanine Loan (or any portion thereof) is outstanding, to make payments in the amount of the Monthly Mezzanine Debt Service Payment into the subordinate deposit account established under the Mezzanine Loan; and
(ix) Ninth, if the Mezzanine Loan (or any portion thereof) is outstanding, all remaining Available Cash on such first Payment Date shall be deposited into after the subordinate deposit account established under Optional Prepayment Date and continuing on each Payment Date thereafter until the Mezzanine Loan or, if the Mezzanine Loan entire Debt has been paid in full, all remaining Available Cash on such Payment Date shall be except during the continuance of an Event of Default, any Rents deposited into the Cash Collateral Subaccount Deposit Account (or otherwise received by Borrower or Manager) during the immediately preceding Interest Period shall be applied by Lender as follows in accordance with Section 3.9 hereofthe following order of priority: (i) First, to pay any and all ground rents, if any; (ii) Second, to make required payments to the Tax and Insurance Escrow Fund; (iii) Third, to Lender to pay the Monthly Debt Service Payment Amount (plus, if applicable, interest at the Default Rate); (iv) Fourth, to make required payments to the Capital Reserve Fund; (v) Fifth, payments for Approved Operating Expenses; (vi) Sixth, payments to Lender to prepay the unpaid Principal until paid in full; (vii) Seventh, payments to Lender to be applied against Accrued Interest and interest accrued thereon; and (viii) Lastly, payments to Manager of any excess amounts.
(bd) The failure of Borrower or Manager to make all of the payments required under clauses (iii) through (viiivi) of Section 3.11(a2.2.3(a), or clauses (i) above through (v) of Section 2.2.3(b), or clause (i) through (v) of Section 2.2.3(c), in full on each Payment Date shall constitute an Event of a Default under this Agreement; provided, however, if adequate funds are available in the Deposit Account for such payments. However, the failure by the Deposit Bank of Borrower to allocate such funds into the appropriate Subaccounts shall not constitute an Event of Default.
prepay any unpaid Principal or to pay any Accrued Interest under clause (cvi) Notwithstanding anything to the contrary contained in this Section 3.11, after the occurrence of an Event of Default, Lender may apply all Rents deposited into the Deposit Account and other proceeds of repayment or (after disbursement to Borrower for payment of any Permitted REIT Distribution then due and payable in accordance with the provisions vii) of Section 3.11(a)(i) above) to payment of amounts outstanding under the Loan Documents or with respect to the Mezzanine Loan, in such order and in such manner as Lender shall elect.
(d) Any funds in the Deposit Account and not previously disbursed or applied shall be disbursed to Borrower upon termination of any applicable Cash Management Period.2.2.3
Appears in 2 contracts
Sources: Loan Agreement (Brookdale Living Communities Inc), Loan Agreement (Brookdale Living Communities Inc)
Property Cash Flow Allocation. (a) Notwithstanding anything stated to the contrary in this Agreement (but subject to Section 3.11(c) below)During any Cash Management Period, all Rents deposited into the Deposit Account during the immediately preceding Interest Period shall shall, provided no Event of Default is continuing, be applied on each Payment Date as follows in the following order of priority:
(i) First, at any time prior to the Maturity Date hereunder, to Borrower to make Permitted REIT Distributions attributable to the immediately preceding Interest Period, subject to Section 3.12 below. For so long as the Mezzanine Loan remains outstanding at any time prior to the stated maturity date of the Mezzanine Loan, notwithstanding that an Event of Default shall have occurred and be continuing, Rents deposited into the Deposit Account shall be disbursed to Borrower to make Permitted REIT Distributions to the extent that sufficient amounts are on deposit in the Deposit Account to fully fund payment of the Monthly Debt Service Payment Amount (under subsection (iv) below) and the Monthly Mezzanine Debt Service Payment Amount (under subsection (viii) below) without regard for the adequacy of all Rents then on deposit in the Deposit Account to fully fund any prior amounts described in this Section 3.11(a), subsections (ii), (iii), (v), (vi) and (vii) below. No Rents shall be disbursed to Borrower to make Permitted REIT Distributions for so long as the Mezzanine Loan remains outstanding from and after the stated maturity date of the Mezzanine Loan.
(ii) Second, (if the obligation to fund the Tax and Insurance Subaccount is no longer waived by Lender pursuant to Section 3.3 hereof) to make payments into the Tax and Insurance Subaccount as required under Section 3.3 hereof;
(iiiii) ThirdSecond, to pay the monthly portion of the fees charged by the Deposit Bank in accordance with the Deposit Account Agreement;
(iviii) FourthThird, to Lender to pay the Monthly Debt Service Interest Payment Amount due on such Payment Date (plus, if applicable, interest at the Default Rate and all other amounts, other than those described under other clauses of this Section 3.11(a), then due to Lender under the Loan Documents);
(viv) FifthFourth, (if the obligation to fund the Capital Reserve Subaccount is no longer waived by Lender pursuant to Section 3.4 hereof) to make payments into the Capital Reserve Subaccount as required under Section 3.4 hereof;
(viv) Sixth, to make payments for Approved Operating Expenses as required under Section 3.6 hereof;
(vii) SeventhFifth, to make payments into the Rollover Reserve Subaccount as required under Section 3.5 3.5.1(a) hereof;
(viiivi) EighthSixth, if funds in an amount equal to the Mezzanine Loan Monthly Operating Expense Budgeted Amount and any then-current Approved Additional Operating Expenses shall be disbursed to Borrowers (or any portion thereofto an account designated by Borrowers); and
(vii) is outstandingLastly, to make payments in the an amount of the Monthly Mezzanine Debt Service Payment into the subordinate deposit account established under the Mezzanine Loan; and
(ix) Ninth, if the Mezzanine Loan (or any portion thereof) is outstanding, equal to all remaining Available Cash on such Payment Date shall be deposited Date:
(A) during the continuance of a Cash Management Period continuing solely as a result of a Lease Sweep Period, into the subordinate deposit account established under the Mezzanine Loan Special Rollover Reserve Subaccount in accordance with Section 3.5.3 hereof; or
(B) otherwise, if the Mezzanine Loan has been paid in full, all remaining Available Cash on such Payment Date shall be deposited into the Cash Collateral Subaccount in accordance with Section 3.9 hereof.
(b) The failure of Borrower Borrowers to make all of the payments required under clauses (iii) through (viiiv) and (vii) of Section 3.11(a) above in full on each Payment Date shall constitute an Event of Default under this Agreement; provided, however, if adequate funds are available in the Deposit Account for such payments, the failure by the Deposit Bank to allocate such funds into the appropriate Subaccounts shall not constitute an Event of Default.
(c) Notwithstanding anything to the contrary contained in this Section 3.113.11 or elsewhere in the Loan Documents, after the occurrence of an Event of Default, Lender may apply all Rents deposited into the Deposit Account and other proceeds of repayment (after disbursement to Borrower for payment of any Permitted REIT Distribution then due and payable in accordance with the provisions of Section 3.11(a)(i) above) to payment of amounts outstanding under the Loan Documents or with respect to the Mezzanine Loan, in such order and in such manner as Lender shall elect.
(d) Any . Lender’s right to withdraw and apply any of the foregoing funds in the Deposit Account and not previously disbursed or applied shall be disbursed in addition to Borrower upon termination of any applicable Cash Management Periodall other rights and remedies provided to Lender under the Loan Documents.
Appears in 2 contracts
Sources: Loan Agreement (American Realty Capital New York City REIT, Inc.), Loan Agreement (American Finance Trust, Inc)
Property Cash Flow Allocation. (a) Notwithstanding anything stated to the contrary in this Agreement (but subject to Section 3.11(c) below), all All Rents deposited into the Deposit Account during the immediately preceding Interest Period shall be applied on each Payment Date as follows in the following order of priority:
(i) First, at any time prior to the Maturity Date hereunder, to Borrower to make Permitted REIT Distributions attributable to the immediately preceding Interest Period, subject to Section 3.12 below. For so long as the Mezzanine Loan remains outstanding at any time prior to the stated maturity date of the Mezzanine Loan, notwithstanding that an Event of Default shall have occurred and be continuing, Rents deposited into the Deposit Account shall be disbursed to Borrower to make Permitted REIT Distributions to the extent that sufficient amounts are on deposit in the Deposit Account to fully fund payment of the Monthly Debt Service Payment Amount (under subsection (iv) below) and the Monthly Mezzanine Debt Service Payment Amount (under subsection (viii) below) without regard for the adequacy of all Rents then on deposit in the Deposit Account to fully fund any prior amounts described in this Section 3.11(a), subsections (ii), (iii), (v), (vi) and (vii) below. No Rents shall be disbursed to Borrower to make Permitted REIT Distributions for so long as the Mezzanine Loan remains outstanding from and after the stated maturity date of the Mezzanine Loan.
(ii) Second, (if the obligation to fund the Tax and Insurance Subaccount is no longer waived by Lender pursuant to Section 3.3 hereof) to make payments into the Tax and Insurance Subaccount as required under Section 3.3 hereof;
(iiiii) ThirdSecond, to pay the monthly portion of the fees charged by the Deposit Bank in accordance with the Deposit Account Agreement;
(iviii) FourthThird, to Lender to pay the Monthly Interest Payment Amount or, from and after the Amortization Commencement Date, the Monthly Debt Service Payment Amount due on such Payment Date (plus, if applicable, interest at the Default Rate and all other amounts, other than those described under other clauses of this Section 3.11(a), then due to Lender under the Loan Documents);
(viv) FifthFourth, (if the obligation to fund the Capital Reserve Subaccount is no longer waived by Lender pursuant to Section 3.4 hereof) to make payments into the Capital Reserve Subaccount as required under Section 3.4 hereof;
(v) Fifth, to make payments into the Rollover Reserve Subaccount as required under Section 3.5(a) hereof;
(vi) Sixth, during the continuance of a Cash Management Period, to make payments for Approved Operating Expenses as required under Section 3.6 hereof;
(vii) Seventh, after the consummation of a Secondary Market Transaction, to make payments into pay the Rollover Reserve Subaccount as required under pro rata portion of the expenses described in Section 3.5 9.1.7 hereof;
(viii) Eighth, if during the Mezzanine Loan (or any portion thereof) is outstandingcontinuance of a Cash Management Period triggered solely a result of a Lease Sweep Period, to make payments in the an amount of the Monthly Mezzanine Debt Service Payment into the subordinate deposit account established under the Mezzanine Loan; and
(ix) Ninth, if the Mezzanine Loan (or any portion thereof) is outstanding, equal to all remaining Available Cash on such Payment Date shall be deposited into the subordinate deposit account established under Special Rollover Reserve Subaccount in accordance with Section 3.5(c) hereof;
(ix) Tenth, during the Mezzanine Loan orcontinuance of a Cash Management Period, if the Mezzanine Loan has been paid to make payments in full, an amount equal to all remaining Available Cash on such Payment Date shall be deposited into the Cash Collateral Subaccount in accordance with Section 3.9 hereof; and
(x) Lastly, provided that no Cash Management Period shall then exist, payments to Borrower of any remaining amounts.
(b) The failure of Borrower to make all of the payments required under clauses (iii) through (viiiix) of Section 3.11(a) above in full on each Payment Date shall constitute an Event of Default under this Agreement; provided, however, if adequate funds are available in the Deposit Account for such payments, the failure by the Deposit Bank to allocate such funds into the appropriate Subaccounts shall not constitute an Event of Default.
(c) Notwithstanding anything to the contrary contained in this Section 3.11, after the occurrence of a Default or an Event of Default, Lender may apply all Rents deposited into the Deposit Account and other proceeds of repayment (after disbursement to Borrower for payment of any Permitted REIT Distribution then due and payable in accordance with the provisions of Section 3.11(a)(i) above) to payment of amounts outstanding under the Loan Documents or with respect to the Mezzanine Loan, in such order and in such manner as Lender shall elect.
(d) Any funds in the Deposit Account and not previously disbursed or applied shall be disbursed to Borrower upon termination of any applicable Cash Management Period.
Appears in 1 contract
Sources: Loan Agreement (First Union Real Estate Equity & Mortgage Investments)
Property Cash Flow Allocation. (a) Notwithstanding anything stated to the contrary in this Agreement (but subject to Section 3.11(c) below)During any Cash Management Period, all Rents deposited into the Deposit Account during the immediately preceding Interest Period shall be applied on each Payment Date as follows in the following order of priority:
(i) First, at any time prior to the Maturity Date hereunder, to Borrower to make Permitted REIT Distributions attributable to the immediately preceding Interest Period, subject to Section 3.12 below. For so long as the Mezzanine Loan remains outstanding at any time prior to the stated maturity date of the Mezzanine Loan, notwithstanding that an Event of Default shall have occurred and be continuing, Rents deposited into the Deposit Account shall be disbursed to Borrower to make Permitted REIT Distributions to the extent that sufficient amounts are on deposit in the Deposit Account to fully fund payment of the Monthly Debt Service Payment Amount (under subsection (iv) below) and the Monthly Mezzanine Debt Service Payment Amount (under subsection (viii) below) without regard for the adequacy of all Rents then on deposit in the Deposit Account to fully fund any prior amounts described in this Section 3.11(a), subsections (ii), (iii), (v), (vi) and (vii) below. No Rents shall be disbursed to Borrower to make Permitted REIT Distributions for so long as the Mezzanine Loan remains outstanding from and after the stated maturity date of the Mezzanine Loan.
(ii) Second, (if the obligation to fund the Tax and Insurance Subaccount is no longer waived by Lender pursuant to Section 3.3 hereof) to make payments into the Tax and Insurance Subaccount as required under Section 3.3 hereof;
(iiiii) ThirdSecond, to pay the monthly portion of the fees charged by the Deposit Bank in accordance with the Deposit Account Agreement;
(iviii) FourthThird, to Lender to pay the Monthly Debt Service Payment Amount or the Monthly Interest Payment Amount, as the case may be, due on such Payment Date (plus, if applicable, interest at the Default Rate and all other amounts, other than those described under other clauses of this Section 3.11(a), then due to Lender under the Loan Documents);
(viv) FifthFourth, (if the obligation to fund the Capital Reserve Subaccount is no longer waived by Lender pursuant to Section 3.4 hereof) to make payments into the Capital Reserve Subaccount Subaccount, if and as required under Section 3.4 hereof;
(viv) SixthFifth, to make payments for Approved Operating Expenses as required under Section 3.6 hereof;
(viivi) SeventhSixth, to make payments into during the Rollover Reserve Subaccount as required under Section 3.5 hereof;
continuance of a Lease Sweep Period (viii) Eighth, if the Mezzanine Loan (or any portion thereof) provided no other Cash Management Period is outstandingthen continuing), to make payments in the an amount of the Monthly Mezzanine Debt Service Payment into the subordinate deposit account established under the Mezzanine Loan; and
(ix) Ninth, if the Mezzanine Loan (or any portion thereof) is outstanding, equal to all remaining Available Cash on such Payment Date shall be deposited into the subordinate deposit account established under Rollover Reserve Subaccount in accordance with Section 3.5.1 hereof; and
(vii) Lastly, (A) during the continuance of a Cash Management Period other than a Cash Management Period triggered solely as a result of the existence of an Approved Mezzanine Loan orLoan, if the Mezzanine Loan has been paid to make payments in full, an amount equal to all remaining Available Cash on such Payment Date shall be deposited into the Cash Collateral Subaccount in accordance with Section 3.9 hereofand (B) during a Cash Management Period triggered solely as a result of an Approved Mezzanine Loan, payments to Borrower of any remaining amounts.
(b) The failure of Borrower to make all of the payments required under clauses (iii) through (viiiiv) of Section 3.11(a) above in full on each Payment Date shall constitute an Event of Default under this Agreement; provided, however, if adequate funds are available in the Deposit Account for such payments, the failure by the Deposit Bank to allocate such funds into the appropriate Subaccounts shall not constitute an Event of Default. Nothing herein, however, shall be construed to restrict Borrower from depositing its own funds (other than Rents) into the Deposit Account in order to fund any of the amounts required under clauses (i) through (iv) of Section 3.11(a) above (to the extent that the Rents previously deposited into the Deposit Account are insufficient for the same).
(c) Notwithstanding anything to the contrary contained in this Section 3.11, after the occurrence and during the continuance of a Default or an Event of Default, Lender may apply all Rents deposited into the Deposit Account and other proceeds of repayment (after disbursement to Borrower for payment of any Permitted REIT Distribution then due and payable in accordance with the provisions of Section 3.11(a)(i) above) to payment of amounts outstanding under the Loan Documents or with respect to the Mezzanine Loan, in such order and in such manner as Lender shall elect.
(d) Any funds in the Deposit Account and not previously disbursed or applied shall be disbursed to Borrower upon termination of any applicable Cash Management Period.
Appears in 1 contract
Property Cash Flow Allocation. (a) Notwithstanding anything stated to the contrary in this Agreement (but subject to Section 3.11(c) below), all All Rents deposited into the Deposit Cash Management Account during the immediately preceding Interest Period shall be applied on each Payment Date as follows in the following order of priority:
(i) First, at any time prior to the Maturity Date hereunder, to Borrower to make Permitted REIT Distributions attributable to the immediately preceding Interest Period, subject to Section 3.12 below. For so long as the Mezzanine Loan remains outstanding at any time prior to the stated maturity date of the Mezzanine Loan, notwithstanding that an Event of Default shall have occurred and be continuing, Rents deposited into the Deposit Account shall be disbursed to Borrower to make Permitted REIT Distributions to the extent that sufficient amounts are on deposit in the Deposit Account to fully fund payment of the Monthly Debt Service Payment Amount (under subsection (iv) below) and the Monthly Mezzanine Debt Service Payment Amount (under subsection (viii) below) without regard for the adequacy of all Rents then on deposit in the Deposit Account to fully fund any prior amounts described in this Section 3.11(a), subsections (ii), (iii), (v), (vi) and (vii) below. No Rents shall be disbursed to Borrower to make Permitted REIT Distributions for so long as the Mezzanine Loan remains outstanding from and after the stated maturity date of the Mezzanine Loan.
(ii) Second, (if the obligation to fund the Tax and Insurance Subaccount is no longer waived by Lender pursuant to Section 3.3 hereof) to make payments into the Tax and Insurance Subaccount as required under Section 3.3 hereof;
(ii) Second, to make payments into the Insurance Subaccount as required under Section 3.4 hereof
(iii) Third, to pay the monthly portion of the fees charged by the Deposit Cash Management Bank in accordance with the Deposit Account Cash Management Agreement;
(iv) Fourth, to Lender to pay the Monthly Debt Service Interest Payment Amount due on such Payment Date (plus, if applicable, interest at the Default Rate and all other amounts, other than those described under other clauses of this Section 3.11(a3.12(a), then due to Lender under the Loan Documents);
(v) Fifth, (if the obligation to fund the Capital Reserve Subaccount is no longer waived by Lender pursuant to Section 3.4 hereof) to make payments into the Capital Expense Reserve Subaccount as required under Section 3.4 3.5 hereof;
(vi) Sixth, to make payments for Approved Operating Expenses as required under Section 3.6 hereof;
(vii) Seventh, to make payments into the Rollover Reserve Subaccount as required under Section 3.5 3.6.1(a) hereof;
(vii) Intentionally Omitted;
(viii) Seventh, funds in an amount equal to the Monthly Operating Expense Budgeted Amount and any then-current Approved Additional Operating Expenses shall be disbursed to Borrower (or to an account designated by Borrower);
(ix) Eighth, if the Mezzanine Loan (or any portion thereof) is outstanding, to make payments in the amount of the Monthly Mezzanine Loan Debt Service Payment into the subordinate deposit account established under the Mezzanine Loan;
(x) Ninth, during the continuance of a Cash Sweep Period triggered solely a result of a Lease Sweep Period (and provided that a Cash Sweep Period is not continuing for any other reason), to make payments in an amount equal to the amount of Available Cash on such Payment Date as determined by Lender pursuant to this Section 3.12 into the Special Rollover Reserve Subaccount in accordance with Section 3.6.2 hereof;
(xi) Tenth, during the continuance of a Cash Sweep Period, to make payments in an amount equal to all remaining Available Cash on such Payment Date into the Cash Collateral Subaccount in accordance with Section 3.10 hereof; and
(ixxii) NinthLastly, so long as no Cash Sweep Period is continuing, (A) if the Mezzanine Loan (or any portion thereof) is outstanding, all remaining Available Cash on such Payment Date shall be deposited into the subordinate deposit account established under the Mezzanine Loan or, and (B) if the Mezzanine Loan has been paid in full, all full payments to Borrower of any remaining Available Cash on such Payment Date shall be deposited into amounts which Borrower may hold or distribute free and clear of the Cash Collateral Subaccount in accordance with Section 3.9 hereofLien of the Loan Documents.
(b) The failure of Borrower to make all of the payments required under clauses (iii) through (viii) of Section 3.11(a3.12(a) above hereof in full on each Payment Date shall constitute an Event of Default under this Agreement; provided, however, if adequate funds are available in the Deposit Clearing Account or the Cash Management Account for such payments, the failure by the Deposit Cash Management Bank to allocate such funds into the appropriate Subaccounts shall not constitute an Event of Default.
(c) Notwithstanding anything to the contrary contained in this Agreement, the Loan Documents, and/or the Mezzanine Loan Documents, the parties hereto acknowledge and agree that, as to any clause or provision contained in this Agreement, the other Loan Documents, and/or the Mezzanine Loan Documents to the effect that payments, distributions, or other similar effect are to be made by or on behalf of Borrower to Mezzanine Lender or applied to the Mezzanine Loan, such clause or provision shall be deemed to mean, and shall be construed as meaning, that Lender shall pay to Borrower, and Borrower shall then immediately distribute to Mezzanine Borrower, its sole member, pursuant to and in accordance with the organizational documents of Borrower and applicable law, any such amounts, which distribution shall be immediately payable to Mezzanine Lender, and any such clause or provision shall not be construed as meaning that Borrower is acting on behalf of, holding out its credit for, or paying the obligations of, Mezzanine Borrower, directly or in any other manner that would violate any of the special purpose entity covenants contained in the Loan Agreement or other similar covenants contained in Borrower’s organizational documents.
(d) Notwithstanding anything to the contrary contained in this Section 3.113.12 or elsewhere in the Loan Documents, after during the occurrence continuance of an Event of Default, Lender may apply all Rents deposited into the Deposit Cash Management Account and other proceeds of repayment (after disbursement to Borrower for payment of any Permitted REIT Distribution then due and payable in accordance with the provisions of Section 3.11(a)(i) above) to payment of amounts outstanding under the Loan Documents or with respect to the Mezzanine Loan, in such order and in such manner as Lender shall elect.
(d) Any . Lender’s right to withdraw and apply any of the foregoing funds in the Deposit Account and not previously disbursed or applied shall be disbursed in addition to Borrower upon termination of any applicable Cash Management Periodall other rights and remedies provided to Lender under the Loan Documents.
Appears in 1 contract
Sources: Loan Agreement (OVERSTOCK.COM, Inc)
Property Cash Flow Allocation. (a) Notwithstanding anything stated to the contrary in this Agreement (but subject to Section 3.11(c) below), all Rents deposited into the Deposit Account during the immediately preceding Interest Period shall be applied on each Payment Date as follows in the following order of priority:
(i) First, at any time prior to the Maturity Date hereunder, to Borrower to make Permitted REIT Distributions attributable to the immediately preceding Interest Period, subject to Section 3.12 below. For so long as the Mezzanine Loan remains outstanding at any time prior to the stated maturity date first day of the Mezzanine Loan19th full calendar month after the date hereof, notwithstanding that an Event of Default shall have occurred and be continuing, Rents deposited into the Deposit Account shall be disbursed to Borrower to make Permitted REIT Distributions to the extent that sufficient amounts are on deposit in the Deposit Account to fully fund payment of the Monthly Debt Service Payment Amount (under subsection (iv) below) and the Monthly Mezzanine Debt Service Payment Amount (under subsection (viiivii) below) without regard for the adequacy of all Rents then on deposit in the Deposit Account to fully fund any prior amounts described in this Section 3.11(a), subsections (ii), (iii), (v), and (vi) and (vii) below. No Rents shall be disbursed to Borrower to make Permitted REIT Distributions for so long as the Mezzanine Loan remains outstanding from and after the stated maturity date first day of the Mezzanine Loan19th full calendar month after the date hereof.
(ii) Second, (if the obligation to fund the Tax and Insurance Subaccount is no longer waived by Lender pursuant to Section 3.3 hereof) to make payments into the Tax and Insurance Subaccount as required under Section 3.3 hereof;
(iii) Third, to pay the monthly portion of the fees charged by the Deposit Bank in accordance with the Deposit Account Agreement;
(iv) Fourth, to Lender to pay the Monthly Debt Service Payment Amount due on such Payment Date (plus, if applicable, interest at the Default Rate and all other amounts, other than those described under other clauses of this Section 3.11(a), then due to Lender under the Loan Documents);
(v) Fifth, (if the obligation to fund the Capital Reserve Subaccount is no longer waived by Lender pursuant to Section 3.4 hereof) to make payments into the Capital Reserve Subaccount as required under Section 3.4 hereof;
(vi) Sixth, to make payments for Approved Operating Expenses as required under Section 3.6 hereof;
(vii) Seventh, to make payments into the Rollover Reserve Subaccount as required under Section 3.5 hereof;
(viii) Eighth, if the Mezzanine Loan (or any portion thereof) is outstanding, to make payments in the amount of the Monthly Mezzanine Debt Service Payment into the subordinate deposit account established under the Mezzanine Loan; and
(ixviii) NinthEighth, (A) First, during a Lease Sweep Period at any time, Available Cash on such Payment Date shall be deposited into the Rollover Reserve Subaccount; or (B) Second, if the Mezzanine Loan (or any portion thereof) is outstanding, all remaining Available Cash on such Payment Date shall be deposited into the subordinate deposit account established under the Mezzanine Loan or, if the Mezzanine Loan has been paid in full, all remaining Available Cash on such Payment Date shall be deposited into the Cash Collateral Subaccount in accordance with Section 3.9 hereof.
(b) The failure of Borrower to make all of the payments required under clauses (ii) through (viiivii) of Section 3.11(a) above in full on each Payment Date shall constitute an Event of Default under this Agreement; provided, however, if adequate funds are available in the Deposit Account for such payments, the failure by the Deposit Bank to allocate such funds into the appropriate Subaccounts shall not constitute an Event of Default.
(c) Notwithstanding anything to the contrary contained in this Section 3.11, after the occurrence of an Event of Default, Lender may apply all Rents deposited into the Deposit Account and other proceeds of repayment (after disbursement to Borrower for payment of any Permitted REIT Distribution then due and payable in accordance with the provisions of Section 3.11(a)(i) above) to payment of amounts outstanding under the Loan Documents or with respect to the Mezzanine Loan, in such order and in such manner as Lender shall electelect or, at Lender’s sole election, to the Rollover Reserve Subaccount during any Lease Sweep Period.
(d) Any funds in the Deposit Account and not previously disbursed or applied shall be disbursed to Borrower upon termination of any applicable Cash Management Period.
Appears in 1 contract
Sources: Loan Agreement (KBS Real Estate Investment Trust, Inc.)
Property Cash Flow Allocation. (a) Notwithstanding anything stated to Commencing on the contrary in this Agreement (but subject to Section 3.11(c) below)January, all Rents deposited into the Deposit Account during the immediately preceding Interest Period shall be applied 2000 Payment Date and continuing on each Payment Date occurring prior to the Maturity Date, except following the acceleration of all or any part of the Debt, all Rents with respect to the Collateral Property shall be applied as follows in the following order of priority:
: (i) First, at any time prior to the Maturity Date hereunder, to Borrower to make Permitted REIT Distributions attributable the monthly required payments of Ground Rent, if any, pertaining to any Borrower's Collateral Property (including, the immediately preceding Interest Period, subject payment to Section 3.12 below. For so long as the Mezzanine Loan remains outstanding at Lender of any time prior sums required to the stated maturity date of the Mezzanine Loan, notwithstanding that an Event of Default shall have occurred and be continuing, Rents deposited into the Deposit Account shall be disbursed to Borrower to make Permitted REIT Distributions to the extent that sufficient amounts are on deposit in the Deposit Account to fully fund payment of the Monthly Debt Service Payment Amount (under subsection (iv) below) and the Monthly Mezzanine Debt Service Payment Amount (under subsection (viii) below) without regard for the adequacy of all Rents then on deposit in the Deposit Account to fully fund any prior amounts described in this Section 3.11(aGround Rent Escrow Fund), subsections (ii), (iii), (v), (vi) and (vii) below. No Rents shall be disbursed to Borrower to make Permitted REIT Distributions for so long as the Mezzanine Loan remains outstanding from and after the stated maturity date of the Mezzanine Loan.
; (ii) Second, (if the obligation to fund make payments to the Tax and Insurance Subaccount is no longer waived Escrow Fund required to be made by Lender pursuant to Section 3.3 hereof) to make payments into the Tax and Insurance Subaccount as required under Section 3.3 hereof;
Borrower, (iii) Third, to pay the monthly portion of the fees charged Cash Management Fee due and payable by the Deposit Bank in accordance with the Deposit Account Agreement;
Borrower; (iv) Fourth, to Lender to pay the Monthly Debt Service Payment Amount due on such Payment Date interest payment and principal payment required under Section 3.1.2 or 3.1.3, as applicable, (plus, if applicable, interest at the Default Rate and all any other amounts, other than those described under other clauses of this Section 3.11(a), charges then due to Lender under the Loan Documents);
; (v) Fifth, (if during the obligation to fund the Capital Reserve Subaccount is no longer waived by Lender pursuant to Section 3.4 hereof) continuance of a Cash Management Event, to make payments into to the Capital Rollover Reserve Subaccount as Fund required under Section 3.4 hereof;
to be made by Borrower; (vi) Sixth, and only during the continuance of a Cash Management Event or the Anticipated Repayment Date, to make payments for Approved Operating Expenses as required under Section 3.6 hereof;
pertaining to the Collateral Property; (vii) Seventh, to make payments into during the Rollover Reserve Subaccount as required under Section 3.5 hereof;
(viii) Eighth, if the Mezzanine Loan (or any portion thereof) is outstandingcontinuance of a Cash Management Event, to make payments in to the amount Replacement Reserve Fund required to be made by Borrower; (viii) Lastly, payments to Borrower of any excess amounts unless the Monthly Mezzanine Debt Service Payment into Coverage Ratio falls below 1.25 (subject to a One Time Cash Management Event Cure) (the subordinate deposit account established under Debt Service Coverage Ratio shall be tested on a quarterly basis at the Mezzanine Loan; and
end of each calendar quarter (ix) Ninthor portion thereof, if applicable) from and after the Mezzanine Loan Closing Date), in which case all Rents remaining after application thereof pursuant to subsection (or any portion thereofvii) is outstanding, all remaining Available Cash on such Payment Date hereof shall be deposited into the subordinate deposit account established under the Mezzanine Loan or, if the Mezzanine Loan has been paid in full, all remaining Available Cash on such Payment Date shall be deposited into the Cash Collateral Subaccount applied by Lender in accordance with Section 3.9 hereof4.11 until such time as a Cash Management Termination occurs.
(b) The Subject to the provisions of the Cash Management Agreement and as otherwise set forth herein in Section 4.11, the failure of any Borrower to make all of the payments required under clauses (iii) through (viiivii) of Section 3.11(a3.1.5
(a) above in full on each Payment Date shall constitute an Event of Default under this Agreement; provided, however, if adequate funds are available in the Deposit Account for such payments, the failure by the Deposit Bank to allocate such funds into the appropriate Subaccounts shall not constitute an Event of Default.
(c) Notwithstanding anything to the contrary contained in this Section 3.11, At any time after the occurrence Maturity Date or after the acceleration of an Event all or any portion of Defaultthe Debt, Lender may apply all Rents deposited into the Deposit Account and other proceeds of repayment (after disbursement to Borrower for payment of any Permitted REIT Distribution then due and payable in accordance with the provisions of Section 3.11(a)(i) above) to payment of amounts outstanding under the Loan Documents or with respect to the Mezzanine Loanmay, in such order its sole discretion, permit the application of Rents in any order, and in such manner to any portion or portions of the Debt, as Lender shall electdetermine.
(d) Any funds in the Deposit Account and not previously disbursed or applied shall be disbursed to Borrower upon termination of any applicable Cash Management Period.
Appears in 1 contract
Property Cash Flow Allocation. (a) Notwithstanding anything stated to the contrary in this Agreement (but subject to Section 3.11(c) below)During any Cash Management Period, all Rents deposited into the Deposit Account during the immediately preceding Interest Period shall be applied on each Payment Date as follows in the following order of priority:
: (i) First, at any time prior to the Maturity Date hereunder, to Borrower to make Permitted REIT Distributions attributable to the immediately preceding Interest Period, subject to Section 3.12 below. For so long as the Mezzanine Loan remains outstanding at any time prior to the stated maturity date of the Mezzanine Loan, notwithstanding that an Event of Default shall have occurred and be continuing, Rents deposited into the Deposit Account shall be disbursed to Borrower to make Permitted REIT Distributions to the extent that sufficient amounts are on deposit in the Deposit Account to fully fund payment of the Monthly Debt Service Payment Amount (under subsection (iv) below) and the Monthly Mezzanine Debt Service Payment Amount (under subsection (viii) below) without regard for the adequacy of all Rents then on deposit in the Deposit Account to fully fund any prior amounts described in this Section 3.11(a), subsections (ii), (iii), (v), (vi) and (vii) below. No Rents shall be disbursed to Borrower to make Permitted REIT Distributions for so long as the Mezzanine Loan remains outstanding from and after the stated maturity date of the Mezzanine Loan.
(ii) Second, (if the obligation to fund the Tax and Insurance Subaccount is no longer waived by Lender pursuant to Section 3.3 hereof) to make payments into the Tax and Insurance Subaccount as required under Section 3.3 hereof;
; (ii) Second, to make payment into the Ground Rent Subaccount as required under Section 3.9 hereof; (iii) Third, to pay the monthly portion of the fees charged by the Deposit Bank in accordance with the Deposit Account Cash Management Agreement;
; (iv) Fourth, to Lender to pay the Monthly Debt Service Payment Amount due on such Payment Date (plus, if applicable, interest at the Default Rate and all other amounts, other than those described under other clauses of this Section 3.11(a), then due to Lender under the Loan Documents);
; (v) Fifth, (if the obligation to fund the Capital Reserve Subaccount is no longer waived by Lender pursuant to Section 3.4 hereof) to make payments into the Capital Reserve Subaccount as if, and as, required under Section 3.4 hereof;
; (vi) Sixth, to make payments for Approved Operating Expenses as required under Section 3.6 hereof;
(vii) Seventh, to make payments into the Rollover Reserve Subaccount as if, and as, required under Section 3.5 hereof;
; (vii) Seventh, to Borrower the monthly amount set forth in the Approved Budget for the following month as being necessary for payment of Approved Operating Expenses at the Property for such month, plus the amount for Budget Variances (as defined in the Cash Management Agreement); (viii) Eighth, if after the Mezzanine Loan consummation of a Securitization, to pay the pro rata portion of the expenses described in Section 9.1.4 hereof; and (or any portion thereofix) is outstandingLastly, to make payments in the an amount of the Monthly Mezzanine Debt Service Payment into the subordinate deposit account established under the Mezzanine Loan; and
(ix) Ninth, if the Mezzanine Loan (or any portion thereof) is outstanding, equal to all remaining Available Cash on such Payment Date shall be deposited into the subordinate deposit account established under the Mezzanine Loan or, if the Mezzanine Loan has been paid in full, all remaining Available Cash on such Payment Date shall be deposited into the Cash Collateral Subaccount in accordance with Section 3.9 3.8 hereof.
(b) The failure of Borrower to make all of the payments required under clauses (iii) through (viiiix) of Section 3.11(a) above in full on each Payment Date shall constitute an Event of Default under this Agreement; provided, however, if adequate funds are available in the Deposit Account for such payments, the failure by the Deposit Bank to allocate such funds into the appropriate Subaccounts shall not constitute an Event of Default.
(c) Notwithstanding anything to the contrary contained in this Section 3.11, after the occurrence and continuance of a Default or an Event of Default, Lender may apply all Rents deposited into the Deposit Account and other proceeds of repayment (after disbursement to Borrower for payment of any Permitted REIT Distribution then due and payable in accordance with the provisions of Section 3.11(a)(i) above) to payment of amounts outstanding under the Loan Documents or with respect to the Mezzanine Loan, in such order and in such manner as Lender shall elect. .
(d) Any funds in the Deposit Account and not previously disbursed or applied shall be disbursed to Borrower upon termination of any applicable Cash Management Period.
Appears in 1 contract
Property Cash Flow Allocation. (a) Notwithstanding anything stated to the contrary in this Agreement (but subject to Section 3.11(c) below), all All Rents deposited into the Deposit Account during the immediately preceding Interest Period shall be applied on each Payment Date as follows in the following order of priority:
(i) First, at any time prior to the Maturity Date hereunder, to Borrower to make Permitted REIT Distributions attributable to the immediately preceding Interest Period, subject to Section 3.12 below. For so long as the Mezzanine Loan remains outstanding at any time prior to the stated maturity date of the Mezzanine Loan, notwithstanding that an Event of Default shall have occurred and be continuing, Rents deposited into the Deposit Account shall be disbursed to Borrower to make Permitted REIT Distributions to the extent that sufficient amounts are on deposit in the Deposit Account to fully fund payment of the Monthly Debt Service Payment Amount (under subsection (iv) below) and the Monthly Mezzanine Debt Service Payment Amount (under subsection (viii) below) without regard for the adequacy of all Rents then on deposit in the Deposit Account to fully fund any prior amounts described in this Section 3.11(a), subsections (ii), (iii), (v), (vi) and (vii) below. No Rents shall be disbursed to Borrower to make Permitted REIT Distributions for so long as the Mezzanine Loan remains outstanding from and after the stated maturity date of the Mezzanine Loan.
(ii) Second, (if the obligation to fund the Tax and Insurance Subaccount is no longer waived by Lender pursuant to Section 3.3 hereof) to make payments into the Tax and Insurance Subaccount as required under Section 3.3 hereof;
(iiiii) ThirdSecond, to pay the monthly portion of the fees charged by the Deposit Bank in accordance with the Deposit Account Agreement;
(iviii) FourthThird, to Lender to pay the Monthly Debt Service Tranche A Loan Interest Payment Amount due on such Payment Date (plus, if applicable, interest at the Default Rate and all other amounts, other than those described under other clauses of this Section 3.11(a), then due to Lender under the Loan Documents)
(iv) Fourth, to Lender to pay the Tranche B Loan Interest Payment due on such Payment Date (plus, if applicable, interest at the Default Rate);
(v) Fifth, to make payments for Approved Operating Expenses as required under Section 3.6 hereof;
(if the obligation to fund the Capital Reserve Subaccount is no longer waived by Lender pursuant to Section 3.4 hereofvi) Sixth, to make payments into the Capital Reserve Subaccount as required under Section 3.4 hereof;
(vi) Sixth, to make payments for Approved Operating Expenses as required under Section 3.6 hereof;
(vii) Seventh, to make payments into the Rollover Reserve Subaccount as required under Section 3.5 3.5(a) hereof;
(viii) Eighth, if during the Mezzanine Loan (or any portion thereof) is outstandingcontinuance of a Cash Trap Period, to make payments in the an amount of the Monthly Mezzanine Debt Service Payment into the subordinate deposit account established under the Mezzanine Loan; and
(ix) Ninth, if the Mezzanine Loan (or any portion thereof) is outstanding, equal to all remaining Available Cash on such Payment Date shall be deposited into the subordinate deposit account established under the Mezzanine Loan or, if the Mezzanine Loan has been paid in full, all remaining Available Cash on such Payment Date shall be deposited into the Cash Collateral Subaccount in accordance with Section 3.9 hereof; and
(ix) Lastly, payments to Borrower of any remaining amounts.
(b) The failure of Borrower to make all of the payments required under clauses (iii) through (viii) of Section 3.11(a) above in full on each Payment Date shall constitute an Event of Default under this Agreement; provided, however, if adequate funds are available in the Deposit Account for such payments, the failure by the Deposit Bank to allocate such funds into the appropriate Subaccounts shall not constitute an Event of Default.
. Nothing herein, however, shall be construed to restrict Borrower from depositing its own funds (cother than Rents) Notwithstanding anything into the Deposit Account in order to fund any of the amounts required under clauses (i) through (vii) of Section 3.11(a) above (to the contrary contained in this Section 3.11, after extent that the occurrence of an Event of Default, Lender may apply all Rents previously deposited into the Deposit Account and other proceeds of repayment (after disbursement to Borrower are insufficient for payment of any Permitted REIT Distribution then due and payable in accordance with the provisions of Section 3.11(a)(i) above) to payment of amounts outstanding under the Loan Documents or with respect to the Mezzanine Loan, in such order and in such manner as Lender shall electsame).
(d) Any funds in the Deposit Account and not previously disbursed or applied shall be disbursed to Borrower upon termination of any applicable Cash Management Period.
Appears in 1 contract
Property Cash Flow Allocation. (a) Notwithstanding anything stated to the contrary in this Agreement (but subject to Section 3.11(c) below)During any Cash Management Period, all Rents deposited into the Deposit Account during the immediately preceding Interest Period shall be applied on each Payment Date as follows in the following order of priority:
(i) First, at any time prior to the Maturity Date hereunder, to Borrower to make Permitted REIT Distributions attributable to the immediately preceding Interest Period, subject to Section 3.12 below. For so long as the Mezzanine Loan remains outstanding at any time prior to the stated maturity date of the Mezzanine Loan, notwithstanding that an Event of Default shall have occurred and be continuing, Rents deposited into the Deposit Account shall be disbursed to Borrower to make Permitted REIT Distributions to the extent that sufficient amounts are on deposit in the Deposit Account to fully fund payment of the Monthly Debt Service Payment Amount (under subsection (iv) below) and the Monthly Mezzanine Debt Service Payment Amount (under subsection (viii) below) without regard for the adequacy of all Rents then on deposit in the Deposit Account to fully fund any prior amounts described in this Section 3.11(a), subsections (ii), (iii), (v), (vi) and (vii) below. No Rents shall be disbursed to Borrower to make Permitted REIT Distributions for so long as the Mezzanine Loan remains outstanding from and after the stated maturity date of the Mezzanine Loan.
(ii) Second, (if the obligation to fund the Tax and Insurance Subaccount is no longer waived by Lender pursuant to Section 3.3 hereof) to make payments into the Tax and Insurance Subaccount as required under Section 3.3 hereof;
(iiiii) ThirdSecond, to pay the monthly portion of the fees charged by the Deposit Bank in accordance with the Deposit Account Agreement;
(iviii) FourthThird, to Lender to pay the Monthly Debt Service Interest Payment Amount due on such Payment Date (plus, if applicable, interest at the Default Rate and all other amounts, other than those described under other clauses of this Section 3.11(a3.10(a), then due to Lender under the Loan Documents);
(viv) FifthFourth, (if the obligation to fund the Capital Reserve Subaccount is no longer waived by Lender pursuant to Section 3.4 hereof) to make payments into the for Approved Operating Expenses or Approved Capital Reserve Subaccount Expenses, as applicable, as required under Section 3.4 hereof;
(viv) SixthFifth, to make payments for Approved Operating Expenses during the continuance of a Cash Management Period triggered solely as required under Section 3.6 hereof;
(vii) Seventh, to make payments into the Rollover Reserve Subaccount as required under Section 3.5 hereof;
(viii) Eighth, if the Mezzanine Loan (or any portion thereof) is outstandinga result of a Lease Sweep Period, to make payments in the an amount of the Monthly Mezzanine Debt Service Payment into the subordinate deposit account established under the Mezzanine Loan; and
(ix) Ninth, if the Mezzanine Loan (or any portion thereof) is outstanding, equal to all remaining Available Cash on such Payment Date shall be deposited into the subordinate deposit account established Special Rollover Reserve Subaccount as required under the Mezzanine Loan orSection 3.4 hereof; and
(vi) Lastly, if the Mezzanine Loan has been paid to make payments in full, an amount equal to all remaining Available Cash on such Payment Date shall be deposited into the Cash Collateral Subaccount in accordance with Section 3.9 3.8 hereof.
(b) The failure of Borrower Borrowers to make all of the payments required under clauses (iii) through (viiivi) of Section 3.11(a3.10(a) above in full on each Payment Date shall constitute an Event of Default under this Agreement; provided, however, if adequate funds are available in the Deposit Account for such payments, the failure by the Deposit Bank to allocate such funds into the appropriate Subaccounts shall not constitute an Event of Default.
(c) Notwithstanding anything to the contrary contained in this Section 3.113.10 or elsewhere in the Loan Documents, after the occurrence of an Event of Default, Lender may apply all Rents deposited into the Deposit Account and other proceeds of repayment (after disbursement to Borrower for payment of any Permitted REIT Distribution then due and payable in accordance with the provisions of Section 3.11(a)(i) above) to payment of amounts outstanding under the Loan Documents or with respect to the Mezzanine Loan, in such order and in such manner as Lender shall elect.
(d) Any funds in the Deposit Account and not previously disbursed or applied shall be disbursed to Borrower upon termination of any applicable Cash Management Period.
Appears in 1 contract
Sources: Loan Agreement (Inland Diversified Real Estate Trust, Inc.)
Property Cash Flow Allocation. (a) Notwithstanding anything stated to the contrary in this Agreement (but subject to Section 3.11(c) below), all All Rents deposited into the Deposit Account during the immediately preceding Interest Period shall be applied on each Payment Date as follows in the following order of priority:
: (i) First, at any time prior to the Maturity Date hereunder, to Borrower to make Permitted REIT Distributions attributable to the immediately preceding Interest Period, subject to Section 3.12 below. For so long as the Mezzanine Loan remains outstanding at any time prior to the stated maturity date of the Mezzanine Loan, notwithstanding that an Event of Default shall have occurred and be continuing, Rents deposited into the Deposit Account shall be disbursed to Borrower to make Permitted REIT Distributions to the extent that sufficient amounts are on deposit in the Deposit Account to fully fund payment of the Monthly Debt Service Payment Amount (under subsection (iv) below) and the Monthly Mezzanine Debt Service Payment Amount (under subsection (viii) below) without regard for the adequacy of all Rents then on deposit in the Deposit Account to fully fund any prior amounts described in this Section 3.11(a), subsections (ii), (iii), (v), (vi) and (vii) below. No Rents shall be disbursed to Borrower to make Permitted REIT Distributions for so long as the Mezzanine Loan remains outstanding from and after the stated maturity date of the Mezzanine Loan.
(ii) Second, (if the obligation to fund the Tax and Insurance Subaccount is no longer waived by Lender pursuant to Section 3.3 hereof) to make payments into the Tax and Insurance Subaccount as required under Section 3.3 hereof;
3.3; (iiiii) ThirdSecond, to pay the monthly portion of the fees charged by the Deposit Bank in accordance with the Deposit Account Agreement;
; (iviii) FourthThird, to Lender to pay the Monthly Interest Payment Amount or the Monthly Debt Service Payment Amount Amount, as the case may be, due on such Payment Date (plus, if applicable, interest at the Default Rate and all other amounts, other than those described under other clauses of this Section 3.11(a), then due to Lender under the Loan Documents);
; (viv) FifthFourth, (if the obligation to fund the Capital Reserve Subaccount is no longer waived by Lender pursuant to Section 3.4 hereof) to make payments into the Capital Reserve Subaccount as and when required under Section 3.4 hereof;
3.4; (v) Fifth, to make payments into the Rollover Reserve Subaccount as and when required under Section 3.5; (vi) Sixth, during the continuance of a Cash Trap Period, to make payments for Approved Operating Expenses as required under Section 3.6 hereof;
3.6; (vii) Seventh, to make payments into during the Rollover Reserve Subaccount as required under Section 3.5 hereof;
(viii) Eighth, if the Mezzanine Loan (or any portion thereof) is outstandingcontinuance of a Cash Trap Period, to make payments in the an amount of the Monthly Mezzanine Debt Service Payment into the subordinate deposit account established under the Mezzanine Loan; and
(ix) Ninth, if the Mezzanine Loan (or any portion thereof) is outstanding, equal to all remaining Available Cash on such Payment Date shall be deposited into the subordinate deposit account established under the Mezzanine Loan or, if the Mezzanine Loan has been paid in full, all remaining Available Cash on such Payment Date shall be deposited into the Cash Collateral Subaccount in accordance with Section 3.9 hereof3.9; and (viii) Lastly, except during the continuance of a Cash Trap Period, payments to Borrower of any remaining amounts. Notwithstanding the foregoing, except during the continuance of a Cash Trap Period, provided that in any given Interest Period, all amounts referred to in the foregoing clauses (i) - (v) have been paid, then at Borrower's request, the payments to Borrower under the foregoing clause (viii) shall be made on a weekly basis.
(b) The failure of Borrower to make all of the payments required under clauses (iii) through (viiivii) of Section 3.11(a) above in full on each Payment Date shall constitute an Event of Default under this Agreement; provided, however, if adequate funds are available in the Deposit Account for such payments, the failure by the Deposit Bank to allocate such funds into the appropriate Subaccounts shall not constitute an Event of Default.
(c) Notwithstanding anything to the contrary contained in this Section 3.11, after the occurrence of an Event of Default, Lender may apply all Rents deposited into the Deposit Account and other proceeds of repayment (after disbursement to Borrower for payment of any Permitted REIT Distribution then due and payable in accordance with the provisions of Section 3.11(a)(i) above) to payment of amounts outstanding under the Loan Documents or with respect to the Mezzanine Loan, in such order and in such manner as Lender shall elect.
(d) Any funds in the Deposit Account and not previously disbursed or applied shall be disbursed to Borrower upon termination of any applicable Cash Management Period.
Appears in 1 contract
Property Cash Flow Allocation. (a) Notwithstanding anything stated to Commencing on April 11, 1998 and continuing on each Payment Date thereafter through the contrary in this Agreement (but subject to Section 3.11(c) below)Optional Prepayment Date, all except during the continuance of an Event of Default, any Rents deposited into the Deposit Account (or otherwise received by Borrower) during the immediately preceding Interest Period calendar month shall be applied on each Payment Date by Lender as follows in the following order of priority:
(i) First, at any time prior to make required payments to the Maturity Date hereunderTax and Insurance Escrow Fund;
(ii) Second, to Borrower Lender to make Permitted REIT Distributions attributable pay interest only on the Loan up to and including the immediately preceding Interest PeriodMarch 11, subject to Section 3.12 below. For so long as the Mezzanine Loan remains outstanding at any time prior to the stated maturity date of the Mezzanine Loan2000 Payment Date, notwithstanding that an Event of Default shall have occurred and be continuing, Rents deposited into the Deposit Account shall be disbursed to Borrower to make Permitted REIT Distributions to the extent that sufficient amounts are on deposit in the Deposit Account to fully fund payment of the Monthly Debt Service Payment Amount on each Payment Date thereafter (under subsection (iv) below) and plus, if applicable, interest at the Monthly Mezzanine Debt Service Payment Amount (under subsection (viii) below) without regard for the adequacy of all Rents then on deposit in the Deposit Account to fully fund any prior amounts described in this Section 3.11(aDefault Rate), subsections (ii), (iii), (v), (vi) and (vii) below. No Rents shall be disbursed to Borrower to make Permitted REIT Distributions for so long as the Mezzanine Loan remains outstanding from and after the stated maturity date of the Mezzanine Loan.
(ii) Second, (if the obligation to fund the Tax and Insurance Subaccount is no longer waived by Lender pursuant to Section 3.3 hereof) to make payments into the Tax and Insurance Subaccount as required under Section 3.3 hereof;
(iii) Third, to pay make required payments to the monthly portion of the fees charged by the Deposit Bank in accordance with the Deposit Account AgreementCapital Reserve Fund;
(iv) Fourth, payments for Approved Operating Expenses for any Property for which there is no Operating Lease; and
(v) Lastly, payments to (or for the account of) Borrower of any excess amounts.
(b) Commencing on the first Payment Date occurring after the Optional Prepayment Date and continuing on each Payment Date thereafter until the entire Debt has been paid in full, and at any time during the continuance of an Event of Default, any Rents deposited into the Deposit Account (or otherwise received by Borrower) during the immediately preceding calendar month shall be applied by Lender as follows in the following order of priority:
(i) First, to make required payments to the Tax and Insurance Escrow Fund;
(ii) Second, to Lender to pay the Monthly Debt Service Payment Amount due on such Payment Date (plus, if applicable, interest at the Default Rate and all other amountsRate);
(iii) Third, other than those described under other clauses of this Section 3.11(a)to make required payments to the Capital Reserve Fund;
(iv) Fourth, then due to Lender under the Loan Documents)payments for Approved Operating Expenses for any Property for which there is no Operating Lease;
(v) Fifth, (if payments to Lender to prepay the obligation to fund outstanding principal balance under the Capital Reserve Subaccount is no longer waived by Lender pursuant to Section 3.4 hereof) to make payments into the Capital Reserve Subaccount as required under Section 3.4 hereofNote until paid in full;
(vi) Sixth, payments to make payments for Approved Operating Expenses as required under Section 3.6 hereof;Lender to be applied against Accrued Interest and interest accrued thereon; and
(vii) SeventhLastly, payments to make payments into Borrower of any excess amounts. Notwithstanding anything herein to the Rollover Reserve Subaccount as required under Section 3.5 hereof;
(viii) Eighthcontrary, if the Mezzanine Loan (or any portion thereof) is outstanding, to make payments in the amount of the Monthly Mezzanine Debt Service Payment into the subordinate deposit account established under the Mezzanine Loan; and
(ix) Ninth, if the Mezzanine Loan (or any portion thereof) is outstanding, all remaining Available Cash on such Payment Date shall be deposited into the subordinate deposit account established under the Mezzanine Loan or, if the Mezzanine Loan has been paid in full, all remaining Available Cash on such Payment Date shall be deposited into the Cash Collateral Subaccount in accordance with Section 3.9 hereof.
(b) The failure of Borrower to make all of the payments required under clauses (iii) through (viii) of Section 3.11(aiv) above in full on each Payment Date after the Optional Prepayment Date shall constitute an Event of a Default under this Agreement; provided, however, if adequate funds are available in the Deposit Account for such payments. However, the failure by the Deposit Bank of Borrower to allocate prepay any principal amount outstanding or to pay any Accrued Interest on a Payment Date as a result of insufficient Rents for such funds into the appropriate Subaccounts payment shall not constitute an Event of Default.
(c) Notwithstanding anything to the contrary contained in this Section 3.11, after the occurrence of an Event of Default, Lender may apply all Rents deposited into the Deposit Account and other proceeds of repayment (after disbursement to Borrower for payment of any Permitted REIT Distribution then a Default hereunder. All Accrued Interest shall nonetheless be due and payable in accordance with on the provisions of Section 3.11(a)(i) above) to payment of amounts outstanding under the Loan Documents or with respect to the Mezzanine Loan, in such order and in such manner as Lender shall electMaturity Date.
(d) Any funds in the Deposit Account and not previously disbursed or applied shall be disbursed to Borrower upon termination of any applicable Cash Management Period.
Appears in 1 contract
Property Cash Flow Allocation. (a) Notwithstanding anything stated to Commencing on April 11, 1997 and continuing on each Payment Date thereafter through the contrary in this Agreement (but subject to Section 3.11(c) below)Optional Prepayment Date, all except during the continuance of an Event of Default, any Rents deposited into the Deposit Account (or otherwise received by Borrower) during the immediately preceding Interest Period calendar month shall be applied on each Payment Date by Lender as follows in the following order of priority:
(i) First, at any time prior to make required payments to the Maturity Date hereunderTax and Insurance Escrow Fund;
(ii) Second, to Borrower Lender to make Permitted REIT Distributions attributable pay interest only on the Loan up to and including the immediately preceding Interest PeriodMarch 11, subject to Section 3.12 below. For so long as the Mezzanine Loan remains outstanding at any time prior to the stated maturity date of the Mezzanine Loan1999 Payment Date, notwithstanding that an Event of Default shall have occurred and be continuing, Rents deposited into the Deposit Account shall be disbursed to Borrower to make Permitted REIT Distributions to the extent that sufficient amounts are on deposit in the Deposit Account to fully fund payment of the Monthly Debt Service Payment Amount on each Payment Date thereafter (under subsection (iv) below) and plus, if applicable, interest at the Monthly Mezzanine Debt Service Payment Amount (under subsection (viii) below) without regard for the adequacy of all Rents then on deposit in the Deposit Account to fully fund any prior amounts described in this Section 3.11(aDefault Rate), subsections (ii), (iii), (v), (vi) and (vii) below. No Rents shall be disbursed to Borrower to make Permitted REIT Distributions for so long as the Mezzanine Loan remains outstanding from and after the stated maturity date of the Mezzanine Loan.
(ii) Second, (if the obligation to fund the Tax and Insurance Subaccount is no longer waived by Lender pursuant to Section 3.3 hereof) to make payments into the Tax and Insurance Subaccount as required under Section 3.3 hereof;
(iii) Third, to pay make required payments to the monthly portion of the fees charged by the Deposit Bank in accordance with the Deposit Account AgreementCapital Reserve Fund;
(iv) Fourth, payments for Approved Operating Expenses for any Property for which there is no Operating Lease; and
(v) Lastly, payments to (or for the account of) Borrower of any excess amounts.
(b) Commencing on the first Payment Date occurring after the Optional Prepayment Date and continuing on each Payment Date thereafter until the entire Debt has been paid in full, and at any time during the continuance of an Event of Default, any Rents deposited into the Deposit Account (or otherwise received by Borrower) during the immediately preceding calendar month shall be applied by Lender as follows in the following order of priority:
(i) First to make required payments to the Tax and Insurance Escrow Fund;
(ii) Second, to Lender to pay the Monthly Debt Service Payment Amount due on such Payment Date (plus, if applicable, interest at the Default Rate and all other amountsRate);
(iii) Third, other than those described under other clauses of this Section 3.11(a)to make required payments to the Capital Reserve Fund;
(iv) Fourth, then due to Lender under the Loan Documents)payments for Approved Operating Expenses for any Property for which there is no Operating Lease;
(v) Fifth, (if payments to Lender to prepay the obligation to fund outstanding principal balance under the Capital Reserve Subaccount is no longer waived by Lender pursuant to Section 3.4 hereof) to make payments into the Capital Reserve Subaccount as required under Section 3.4 hereofNote until paid in full;
(vi) Sixth, payments to make payments for Approved Operating Expenses as required under Section 3.6 hereof;Lender to be applied against Accrued Interest and interest accrued thereon; and
(vii) SeventhLastly, payments to make payments into Borrower of any excess amounts. Notwithstanding anything herein to the Rollover Reserve Subaccount as required under Section 3.5 hereof;
(viii) Eighthcontrary, if the Mezzanine Loan (or any portion thereof) is outstanding, to make payments in the amount of the Monthly Mezzanine Debt Service Payment into the subordinate deposit account established under the Mezzanine Loan; and
(ix) Ninth, if the Mezzanine Loan (or any portion thereof) is outstanding, all remaining Available Cash on such Payment Date shall be deposited into the subordinate deposit account established under the Mezzanine Loan or, if the Mezzanine Loan has been paid in full, all remaining Available Cash on such Payment Date shall be deposited into the Cash Collateral Subaccount in accordance with Section 3.9 hereof.
(b) The failure of Borrower to make all of the payments required under clauses (iii) through (viii) of Section 3.11(aiv) above in full on each Payment Date after the Optional Prepayment Date shall constitute an Event of a Default under this Agreement; provided, however, if adequate funds are available in the Deposit Account for such payments. However, the failure by the Deposit Bank of Borrower to allocate prepay any principal amount outstanding or to pay any Accrued Interest on a Payment Date as a result of insufficient Rents for such funds into the appropriate Subaccounts payment shall not constitute an Event of Default.
(c) Notwithstanding anything to the contrary contained in this Section 3.11, after the occurrence of an Event of Default, Lender may apply all Rents deposited into the Deposit Account and other proceeds of repayment (after disbursement to Borrower for payment of any Permitted REIT Distribution then a Default hereunder. All Accrued Interest shall nonetheless be due and payable in accordance with on the provisions of Section 3.11(a)(i) above) to payment of amounts outstanding under the Loan Documents or with respect to the Mezzanine Loan, in such order and in such manner as Lender shall electMaturity Date.
(d) Any funds in the Deposit Account and not previously disbursed or applied shall be disbursed to Borrower upon termination of any applicable Cash Management Period.
Appears in 1 contract
Property Cash Flow Allocation. (ai) Notwithstanding anything stated to the contrary in this Agreement (but subject to Section 3.11(c) below)During any Cash Management Period, all Rents deposited into the Deposit Account during the immediately preceding Interest Period shall be applied on each Payment Date as follows in the following order of priority:
: (i) First, at any time prior to the Maturity Date hereunder, to Borrower to make Permitted REIT Distributions attributable to the immediately preceding Interest Period, subject to Section 3.12 below. For so long as the Mezzanine Loan remains outstanding at any time prior to the stated maturity date of the Mezzanine Loan, notwithstanding that an Event of Default shall have occurred and be continuing, Rents deposited into the Deposit Account shall be disbursed to Borrower to make Permitted REIT Distributions to the extent that sufficient amounts are on deposit in the Deposit Account to fully fund payment of the Monthly Debt Service Payment Amount (under subsection (iv) below) and the Monthly Mezzanine Debt Service Payment Amount (under subsection (viii) below) without regard for the adequacy of all Rents then on deposit in the Deposit Account to fully fund any prior amounts described in this Section 3.11(a), subsections (ii), (iii), (v), (vi) and (vii) below. No Rents shall be disbursed to Borrower to make Permitted REIT Distributions for so long as the Mezzanine Loan remains outstanding from and after the stated maturity date of the Mezzanine Loan.
(ii) Second, (if the obligation to fund the Tax and Insurance Subaccount is no longer waived by Lender pursuant to Section 3.3 hereof) to make payments into the Tax and Insurance Subaccount as required under paragraph (d) of this Section 3.3 hereof;
25; (iiiii) ThirdSecond, to pay the monthly portion of the fees charged by the Deposit Bank in accordance with the Deposit Account Agreement;
; (iviii) FourthThird, to Lender to pay the Monthly Debt Service Payment Amount principal and interest due under the Note on such Payment Date (plus, if applicable, interest at the Default Rate and all other amounts, other than those described under other clauses of this paragraph (l) of this Section 3.11(a)25, then due to Lender under the Loan Documents);
; (viv) FifthFourth, (if the obligation to fund the Capital Reserve Subaccount is no longer waived by Lender pursuant to Section 3.4 hereof) to make payments into the Capital Reserve Subaccount as required under paragraph (e) of this Section 3.4 hereof;
25; (v) Fifth, to make payments of the Monthly Rollover Payment into the Rollover Reserve Subaccount, as required under paragraph (f) of this Section 25; (vi) Sixth, to make payments for Approved Operating Expenses as required under paragraph (g) of this Section 3.6 hereof;
25; (vii) Seventh, during the continuance of a Rollover Sweep Period (and if no other Cash Management Period is then continuing) to make payments in an amount equal to all remaining Available Cash on such Payment Date into the Rollover Reserve Subaccount as required under paragraph (f) of this Section 3.5 hereof;
25; and (viii) EighthLastly, if during the Mezzanine Loan continuance of a Cash Management Period described in clauses (i), (ii) or any portion thereof(iii) is outstandingof the defined term "Cash Management Period", to make payments in the an amount of the Monthly Mezzanine Debt Service Payment into the subordinate deposit account established under the Mezzanine Loan; and
(ix) Ninth, if the Mezzanine Loan (or any portion thereof) is outstanding, equal to all remaining Available Cash on such Payment Date shall be deposited into the subordinate deposit account established under the Mezzanine Loan or, if the Mezzanine Loan has been paid in full, all remaining Available Cash on such Payment Date shall be deposited into the Cash Collateral Subaccount in accordance with paragraph (j) of this Section 3.9 hereof25. Upon the termination of any Cash Management Period, provided no Event of Default is then continuing, any funds in the Operating Expense Subaccount and not previously disbursed or applied shall be fully disbursed to Borrower.
(bii) The failure of Borrower to make all of the payments required under clauses (iii) through (viii) of Section 3.11(aparagraph (i) above in full on each Payment Date shall constitute an Event of Default under this AgreementInstrument; provided, however, if adequate funds are available in the Deposit Account for such payments, the failure by the Deposit Bank to allocate such funds into the appropriate Subaccounts shall not constitute an Event of Default.
(c) . Notwithstanding anything to the contrary contained in this Section 3.1125, after the occurrence and during the continuance of an Event of Default, Lender may apply all Rents deposited into the Deposit Account and other proceeds of repayment (after disbursement to Borrower for payment of any Permitted REIT Distribution then due and payable in accordance with the provisions of Section 3.11(a)(i) above) to payment of amounts outstanding under the Loan Documents or with respect to the Mezzanine Loan, in such order and in such manner as Lender shall elect.
(d) Any funds in the Deposit Account and not previously disbursed or applied shall be disbursed to Borrower upon termination of any applicable Cash Management Period.
Appears in 1 contract
Sources: Mortgage, Assignment of Leases and Rents and Security Agreement (Acadia Realty Trust)
Property Cash Flow Allocation. (a) Notwithstanding anything stated to Commencing on April 11, 1998 and continuing on each Payment Date thereafter through and including the contrary in this Agreement Optional Prepayment Date, except during the continuance of an Event of Default, any Rents received by Borrower (but subject to Section 3.11(c) below)and, all after a Lockbox Event, Rents deposited into the Deposit Account Account) during the immediately preceding Interest Period shall be applied on each Payment Date as follows in the following order of priority:
: (i) First, at any time prior to make required payments to the Maturity Date hereunder, to Borrower to make Permitted REIT Distributions attributable to the immediately preceding Interest Period, subject to Section 3.12 below. For so long as the Mezzanine Loan remains outstanding at any time prior to the stated maturity date of the Mezzanine Loan, notwithstanding that an Event of Default shall have occurred Tax and be continuing, Rents deposited into the Deposit Account shall be disbursed to Borrower to make Permitted REIT Distributions to the extent that sufficient amounts are on deposit in the Deposit Account to fully fund payment of the Monthly Debt Service Payment Amount (under subsection (iv) below) and the Monthly Mezzanine Debt Service Payment Amount (under subsection (viii) below) without regard for the adequacy of all Rents then on deposit in the Deposit Account to fully fund any prior amounts described in this Section 3.11(a), subsections (ii), (iii), (v), (vi) and (vii) below. No Rents shall be disbursed to Borrower to make Permitted REIT Distributions for so long as the Mezzanine Loan remains outstanding from and after the stated maturity date of the Mezzanine Loan.
Insurance Escrow Fund; (ii) Second, (if the obligation to fund the Tax and Insurance Subaccount is no longer waived by Lender pursuant to Section 3.3 hereof) to make payments into the Tax and Insurance Subaccount as required under Section 3.3 hereof;
(iii) Third, to pay the monthly portion of the fees charged by the Deposit Bank in accordance with the Deposit Account Agreement;
(iv) Fourth, to Lender to pay the Monthly Debt Service Payment Amount due on such Payment Date (plus, if applicable, interest at the Default Rate and all other amountsRate); (iii) Third, other than those described under other clauses of this Section 3.11(a)to make required payments to the Capital Reserve Fund; (iv) Fourth, then due to Lender under make required payments to the Loan Documents);
Rollover Reserve Fund; (v) Fifth, after a Lockbox Event (if the obligation to fund the Capital Reserve Subaccount is no longer waived by Lender pursuant to Section 3.4 hereof) to make payments into the Capital Reserve Subaccount as required under Section 3.4 hereof;
(vi) Sixthunless and until a Lockbox Termination occurs), to make payments for Approved Operating Expenses as required under Section 3.6 hereof;Expenses; and (vi) Lastly, payments to Borrower of any excess amounts.
(viib) Seventh, to make payments into Commencing on the Rollover Reserve Subaccount as required under Section 3.5 hereof;
(viii) Eighth, if the Mezzanine Loan (or any portion thereof) is outstanding, to make payments in the amount of the Monthly Mezzanine Debt Service Payment into the subordinate deposit account established under the Mezzanine Loan; and
(ix) Ninth, if the Mezzanine Loan (or any portion thereof) is outstanding, all remaining Available Cash on such first Payment Date shall be deposited into after the subordinate deposit account established under Optional Prepayment Date and continuing on each Payment Date thereafter until the Mezzanine Loan or, if the Mezzanine Loan entire Debt has been paid in full, all remaining Available Cash on such Payment Date shall be except during the continuance of an Event of Default, any Rents deposited into the Cash Collateral Subaccount Deposit Account (or otherwise received by Borrower) during the immediately preceding Interest Period shall be applied by Lender as follows in accordance with Section 3.9 hereofthe following order of priority: (i) First, to make required payments to the Tax and Insurance Escrow Fund; (ii) Second, to Lender to pay the Monthly Debt Service Payment Amount (plus, if applicable, interest at the Default Rate); (iii) Third, to make required payments to the Capital Reserve Fund; (iv) Fourth, to make required payments to the Rollover Reserve Fund; (v) Fifth, payments for Approved Operating Expenses; (vi) Sixth, payments to Lender to prepay the unpaid Principal until paid in full; (vii) Seventh, payments to Lender to be applied against Accrued Interest and interest accrued thereon; and (viii) Lastly, payments to Borrower of any excess amounts.
(bc) The failure of Borrower to make all of the payments required under clauses (iii) through (viiiv) of Section 3.11(a2.2.3(a) above or (b) in full on each Payment Date shall constitute an Event of a Default under this Agreement; provided, however, if adequate funds are available in the Deposit Account for such payments. However, the failure by the Deposit Bank of Borrower to allocate prepay any unpaid Principal or to pay any Accrued Interest under clause (vi) or (vii) of Section 2.2.3(b) on a Payment Date as a result of insufficient Rents for such funds into the appropriate Subaccounts payment shall not constitute an Event of Defaulta Default hereunder. All Accrued Interest shall nonetheless be due and payable on the Maturity Date.
(cd) Notwithstanding anything to During the contrary contained in this Section 3.11, after the occurrence continuance of an Event of Default, Lender may apply all Rents deposited into the Deposit Account and other proceeds of repayment (after disbursement to Borrower for payment of any Permitted REIT Distribution then due and payable in accordance with the provisions of Section 3.11(a)(i) above) to payment of amounts outstanding under the Loan Documents or with respect to the Mezzanine Loanmay, in such its sole discretion, permit the application of Rents in the order of priority set forth in Section 2.2.3(b) or any other order, and in such manner to any portion or portions of the Debt, as Lender shall electdetermine.
(d) Any funds in the Deposit Account and not previously disbursed or applied shall be disbursed to Borrower upon termination of any applicable Cash Management Period.
Appears in 1 contract
Property Cash Flow Allocation. (a) Notwithstanding anything stated to the contrary in this Agreement (but subject to Section 3.11(c) below)During any Cash Management Period, all Rents deposited into the Deposit Account during the immediately preceding Interest Period shall be applied on each Payment Date as follows in the following order of priority:
: (i) First, at any time prior to the Maturity Date hereunder, to Borrower to make Permitted REIT Distributions attributable to the immediately preceding Interest Period, subject to Section 3.12 below. For so long as the Mezzanine Loan remains outstanding at any time prior to the stated maturity date of the Mezzanine Loan, notwithstanding that an Event of Default shall have occurred and be continuing, Rents deposited into the Deposit Account shall be disbursed to Borrower to make Permitted REIT Distributions to the extent that sufficient amounts are on deposit in the Deposit Account to fully fund payment of the Monthly Debt Service Payment Amount (under subsection (iv) below) and the Monthly Mezzanine Debt Service Payment Amount (under subsection (viii) below) without regard for the adequacy of all Rents then on deposit in the Deposit Account to fully fund any prior amounts described in this Section 3.11(a), subsections (ii), (iii), (v), (vi) and (vii) below. No Rents shall be disbursed to Borrower to make Permitted REIT Distributions for so long as the Mezzanine Loan remains outstanding from and after the stated maturity date of the Mezzanine Loan.
(ii) Second, (if the obligation to fund the Tax and Insurance Subaccount is no longer waived by Lender pursuant to Section 3.3 hereof) to make payments into the Tax and Insurance Subaccount as required under paragraph (d) of this Section 3.3 hereof;
25; (iiiii) ThirdSecond, to pay the monthly portion of the fees charged by the Deposit Bank in accordance with the Deposit Account Agreement;
; (iviii) FourthThird, to Lender to pay the Monthly Debt Service Payment Amount principal and interest due under the Note on such Payment Date (plus, if applicable, interest at the Default Rate and all other amounts, other than those described under other clauses of this paragraph (1) of this Section 3.11(a)25, then due to Lender under the Loan Documents);
; (viv) FifthFourth, (if the obligation to fund the Capital Reserve Subaccount is no longer waived by Lender pursuant to Section 3.4 hereof) to make payments into the Capital Reserve Subaccount as required under paragraph (e) of this Section 3.4 hereof;
25; (v) Fifth, to make payments of the Monthly Rollover Payment into the Rollover Reserve Subaccount, as required under paragraph (f) of this Section 25; (vi) Sixth, to make payments for Approved Operating Expenses as required under paragraph (g) of this Section 3.6 hereof;
25; (vii) Seventh, during the continuance of a Rollover Sweep Period (and if no other Cash Management Period is then continuing) to make payments in an amount equal to all remaining Available Cash on such Payment Date into the Rollover Reserve Subaccount as required under paragraph (f) of this Section 3.5 hereof;
25; and (viii) EighthLastly, if during the Mezzanine Loan continuance of a Cash Management Period described in clauses (i), (ii) or any portion thereof(iii) is outstandingof the defined term "Cash Management Period", to make payments in the an amount of the Monthly Mezzanine Debt Service Payment into the subordinate deposit account established under the Mezzanine Loan; and
(ix) Ninth, if the Mezzanine Loan (or any portion thereof) is outstanding, equal to all remaining Available Cash on such Payment Date shall be deposited into the subordinate deposit account established under the Mezzanine Loan or, if the Mezzanine Loan has been paid in full, all remaining Available Cash on such Payment Date shall be deposited into the Cash Collateral Subaccount in accordance with Section 3.9 hereof.
(b) The failure of Borrower to make all of the payments required under clauses (ii) through (viiiparagraph {j) of this Section 3.11(a) above in full on each Payment Date shall constitute an 25. Upon the termination of any Cash Management Period, provided no Event of Default under this Agreement; providedis then continuing, however, if adequate funds are available in the Deposit Account for such payments, the failure by the Deposit Bank to allocate such funds into the appropriate Subaccounts shall not constitute an Event of Default.
(c) Notwithstanding anything to the contrary contained in this Section 3.11, after the occurrence of an Event of Default, Lender may apply all Rents deposited into the Deposit Account and other proceeds of repayment (after disbursement to Borrower for payment of any Permitted REIT Distribution then due and payable in accordance with the provisions of Section 3.11(a)(i) above) to payment of amounts outstanding under the Loan Documents or with respect to the Mezzanine Loan, in such order and in such manner as Lender shall elect.
(d) Any funds in the Deposit Account Operating Expense Subaccount and not previously disbursed or applied shall be fully disbursed to Borrower upon termination of any applicable Cash Management PeriodBorrower.
Appears in 1 contract
Sources: Mortgage, Assignment of Leases and Rents and Security Agreement (Acadia Realty Trust)
Property Cash Flow Allocation. (a) Notwithstanding anything stated to the contrary in this Agreement (but subject to Section 3.11(c) below), all All Rents deposited into the Deposit Account during the immediately preceding Interest Period shall be applied on each Payment Date as follows in the following order of priority:
(i) First, at any time prior to the Maturity Date hereunder, to Borrower to make Permitted REIT Distributions attributable to the immediately preceding Interest Period, subject to Section 3.12 below. For so long as the Mezzanine Loan remains outstanding at any time prior to the stated maturity date of the Mezzanine Loan, notwithstanding that an Event of Default shall have occurred and be continuing, Rents deposited into the Deposit Account shall be disbursed to Borrower to make Permitted REIT Distributions to the extent that sufficient amounts are on deposit in the Deposit Account to fully fund payment of the Monthly Debt Service Payment Amount (under subsection (iv) below) and the Monthly Mezzanine Debt Service Payment Amount (under subsection (viii) below) without regard for the adequacy of all Rents then on deposit in the Deposit Account to fully fund any prior amounts described in this Section 3.11(a), subsections (ii), (iii), (v), (vi) and (vii) below. No Rents shall be disbursed to Borrower to make Permitted REIT Distributions for so long as the Mezzanine Loan remains outstanding from and after the stated maturity date of the Mezzanine Loan.
(ii) Second, (if the obligation to fund the Tax and Insurance Subaccount is no longer waived by Lender pursuant to Section 3.3 hereof) to make payments into the Tax and Insurance Subaccount as required under Section 3.3 hereof;
(iiiii) ThirdSecond, to pay the monthly portion of the fees charged by the Deposit Bank in accordance with the Deposit Account Agreement;
(iviii) FourthThird, to Lender to pay the Monthly Debt Service Payment Amount interest due on such Payment Date (plus, if applicable, interest at the Default Rate and all other amounts, other than those described under other clauses of this Section 3.11(a), then due to Lender under the Loan Documents);
(iv) Fourth, to make payments for Approved Operating Expenses and Third Party Disbursements as required under Section 3.6 hereof
(v) Fifth, (if the obligation to fund the Capital Reserve Subaccount is no longer waived by Lender pursuant to Section 3.4 hereof) to make payments into the Capital CapEx/FF&E Reserve Subaccount as required under Section 3.4 hereof;
(vi) Sixth, to make payments for Approved Operating Expenses as required under Section 3.6 hereof;
(vii) Seventh, to make payments into the Rollover Reserve Subaccount as required under Section 3.5 hereof;
(viii) Eighth, provided no Event of Default is then continuing and if the Mezzanine Loan (or any portion thereof) is outstanding, to make payments in the amount of the Monthly Mezzanine Debt Service Payment into the subordinate deposit account established under the Mezzanine Loan;
(vii) Seventh, during the continuance of a Cash Trap Period, to make payments in an amount equal to all remaining Available Cash on such Payment Date into the Cash Collateral Subaccount in accordance with Section 3.9 hereof; and
(ixviii) NinthLastly, (A) if the Mezzanine Loan (or any portion thereof) is outstanding, all remaining Available Cash on such Payment Date amounts shall be deposited into the subordinate deposit account established under the Mezzanine Loan or, and (B) if the Mezzanine Loan has been paid in full, all payments to Borrower of any remaining Available Cash on such Payment Date shall be deposited into the Cash Collateral Subaccount in accordance with Section 3.9 hereofamounts.
(b) The failure of Borrower to make all of the payments required under clauses (iii) through (viiiv) and (vii) of Section 3.11(a) above in full on each Payment Date shall constitute an Event of Default under this Agreement; provided. Nothing herein, however, if adequate shall be construed to restrict Borrower from depositing its own funds are available in (other than Rents) into the Deposit Account for such payments, in order to fund any of the failure by amounts required under Section 3.11(a) (to the extent that the Rents previously deposited into the Deposit Bank to allocate such funds into Account are insufficient for the appropriate Subaccounts shall not constitute an Event of Defaultsame).
(c) Notwithstanding anything to the contrary contained in this Section 3.11, after the occurrence of an Event of Default, Lender may apply all Rents deposited into the Deposit Account and other proceeds of repayment (after disbursement to Borrower for payment of any Permitted REIT Distribution then due and payable in accordance with the provisions of Section 3.11(a)(i) above) to payment of amounts outstanding under the Loan Documents or with respect to the Mezzanine Loan, in such order and in such manner as Lender shall elect.
(d) Any funds in the Deposit Account and not previously disbursed or applied shall be disbursed to Borrower upon termination of any applicable Cash Management Period.
Appears in 1 contract
Property Cash Flow Allocation. (a) Notwithstanding anything stated to the contrary in this Agreement (but subject to Section 3.11(c) below)During any Cash Management Period, all Rents deposited into the Deposit Cash Management Account during the immediately preceding Interest Period shall be applied on each Payment Date as follows in the following order of priority:
(i) First, at any time prior to the Maturity Date hereunder, to Borrower to make Permitted REIT Distributions attributable to the immediately preceding Interest Period, subject to Section 3.12 below. For so long as the Mezzanine Loan remains outstanding at any time prior to the stated maturity date of the Mezzanine Loan, notwithstanding that an Event of Default shall have occurred and be continuing, Rents deposited into the Deposit Account shall be disbursed to Borrower to make Permitted REIT Distributions to the extent that sufficient amounts are on deposit in the Deposit Account to fully fund payment of the Monthly Debt Service Payment Amount (under subsection (iv) below) and the Monthly Mezzanine Debt Service Payment Amount (under subsection (viii) below) without regard for the adequacy of all Rents then on deposit in the Deposit Account to fully fund any prior amounts described in this Section 3.11(a), subsections (ii), (iii), (v), (vi) and (vii) below. No Rents shall be disbursed to Borrower to make Permitted REIT Distributions for so long as the Mezzanine Loan remains outstanding from and after the stated maturity date of the Mezzanine Loan.
(ii) Second, (if the obligation to fund the Tax and Insurance Subaccount is no longer waived by Lender pursuant to Section 3.3 hereof) to make payments into the Tax and Insurance Subaccount as required under Section 3.3 hereof;
(ii) Second, to make payments into the Insurance Subaccount as required under Section 3.4 hereof
(iii) Third, to pay the monthly portion of the fees charged by the Deposit Cash Management Bank in accordance with the Deposit Account Cash Management Agreement;
(iv) Fourth, to Lender to pay the Monthly Debt Service Payment Amount interest due on such Payment Date (plus, if applicable, interest at the Default Rate and all other amounts, other than those described under other clauses of this Section 3.11(a3.15(a), then due to Lender under the Loan Documents);
(v) Fifth, (if the obligation to fund the Capital Reserve Subaccount is no longer waived by Lender pursuant to Section 3.4 hereof) to make payments into the Capital Capital/FF&E Expense Reserve Subaccount as required under Section 3.4 3.5 hereof;
(vi) Sixth, to make payments for Approved Operating Expenses and Approved Additional Operating Expenses as required under Section 3.6 3.8 hereof;
(vii) Seventh, to make payments into the Rollover Reserve Subaccount as required under Section 3.5 hereof;
(viii) Eighth, if the Mezzanine Loan (or any portion thereof) is outstandingLastly, to make payments in the an amount of the Monthly Mezzanine Debt Service Payment into the subordinate deposit account established under the Mezzanine Loan; and
(ix) Ninth, if the Mezzanine Loan (or any portion thereof) is outstanding, equal to all remaining Available Cash on such Payment Date shall Date:
(1) during a Cash Management Period continuing because a PIP Sweep Period is continuing (regardless of whether any other Cash Management Period is continuing), to the PIP Reserve Subaccount to be deposited into the subordinate deposit account established under the Mezzanine Loan orheld or disbursed in accordance with Section 3.6;
(2) if a Cash Management Period is continuing (other than due to a PIP Sweep Period), if the Mezzanine Loan has been paid in full, all remaining Available Cash on such Payment Date shall be deposited into the Cash Collateral Subaccount in accordance with Section 3.9 3.11 hereof.
(b) The failure of Borrower to make all of the payments required under clauses (iii) through (viiivi) of Section 3.11(a3.12(a) above hereof in full on each Payment Date shall constitute an Event of Default under this Agreement; provided, however, if adequate funds are available in the Deposit Cash Management Account for such payments, the failure by the Deposit Cash Management Bank to allocate such funds into the appropriate Subaccounts shall not constitute an Event of Default.
(c) Notwithstanding anything to the contrary contained in this Section 3.113.12 or elsewhere in the Loan Documents, after the occurrence of an Event of Default, Lender may apply all Rents deposited into the Deposit Cash Management Account and other proceeds of repayment (after disbursement to Borrower for payment of any Permitted REIT Distribution then due and payable in accordance with the provisions of Section 3.11(a)(i) above) to payment of amounts outstanding under the Loan Documents or with respect to the Mezzanine Loan, in such order and in such manner as Lender shall elect.
(d) Any . Lender’s right to withdraw and apply any of the foregoing funds in the Deposit Account and not previously disbursed or applied shall be disbursed in addition to Borrower upon termination of any applicable Cash Management Periodall other rights and remedies provided to Lender under the Loan Documents.
Appears in 1 contract
Property Cash Flow Allocation. Rents (aincluding Rents in the nature of sums payable by Credit Card Companies) Notwithstanding anything stated to the contrary in this Agreement (but subject to Section 3.11(c) below), all Rents deposited into the Deposit Account during up to and including the immediately preceding Interest Period Business Day prior to a Payment Date shall be applied on each such Payment Date as follows in the following order of priority:
: (i) First, at any time prior to the Maturity Date hereunder, to Borrower to make Permitted REIT Distributions attributable to the immediately preceding Interest Period, subject to Section 3.12 below. For so long as the Mezzanine Loan remains outstanding at any time prior to the stated maturity date of the Mezzanine Loan, notwithstanding that an Event of Default shall have occurred and be continuing, Rents deposited into the Deposit Account shall be disbursed to Borrower to make Permitted REIT Distributions to the extent that sufficient amounts are on deposit in the Deposit Account to fully fund payment of the Monthly Debt Service Payment Amount (under subsection (iv) below) and the Monthly Mezzanine Debt Service Payment Amount (under subsection (viii) below) without regard for the adequacy of all Rents then on deposit in the Deposit Account to fully fund any prior amounts described in this Section 3.11(a), subsections (ii), (iii), (v), (vi) and (vii) below. No Rents shall be disbursed to Borrower to make Permitted REIT Distributions for so long as the Mezzanine Loan remains outstanding from and after the stated maturity date of the Mezzanine Loan.
(ii) Second, (if the obligation to fund the Tax and Insurance Subaccount is no longer waived by Lender pursuant to Section 3.3 hereof) to make payments into the Tax and Insurance Subaccount as required under Section 3.3 hereof;
3.3; (iiiii) ThirdSecond, to pay the monthly portion of the fees charged by the Deposit Bank in accordance with the Deposit Account Agreement;
; (iviii) FourthThird, to Lender to pay the Monthly Debt Service Payment Amount and the “Monthly Debt Service Payment Amount” under, and as such quoted term is defined in, the Project Loan Agreement, in each case due on such Payment Date (plus, if applicable, interest on the Loan at the Default Rate and interest on the Project Loan at the “Default Rate” (as such quoted term is defined in the Project Loan Agreement) and all other amounts, other than those described under other clauses of this Section 3.11(a)3.10(a) and Section 3.10(a) of the Project Loan Agreement, then due to Lender under the Loan Documents and the Project Loan Documents);
, which payments shall be made into a Subaccount established for such purpose under the Deposit Account Agreement (the “Monthly Debt Service Subaccount”); (iv) Fourth, to make payments into the FF&E Subaccount as required under Section 3.4; (v) Fifth, (if to the obligation to fund the Capital Reserve Operating Expense Subaccount is no longer waived by Lender pursuant to Section 3.4 hereof) to make payments into the Capital Reserve Subaccount as required under Section 3.4 hereof;
(vi) Sixth, in an amount sufficient to make payments for Approved Operating Expenses (excluding the fees payable pursuant to the Management Agreement) as required under Section 3.6 hereof;
for the succeeding calendar month; (vi) Sixth, to Lender to pay the Administrative Fee, as described in, and subject to, Section 2.7.3; (vii) Seventh, provided (A) no Event of Default has occurred and is continuing and (B) Lender has received the Mezzanine Lender Monthly Debt Service Notice Letter with respect to such Payment Date, to Mezzanine Lender (at an account designated in writing by Mezzanine Lender to Lender), funds in an amount equal to the Mezzanine Monthly Debt Service Payment Amount payable on such Payment Date (together with, so long as no Event of Default or Cash Management Period is then continuing, all other amounts then due and payable to Mezzanine Lender under the Mezzanine Loan Documents); (viii) Eighth, to the Operating Expense Subaccount in an amount sufficient to make payments for Approved Operating Expenses that are not paid under clause (vi) above and that consist of fees payable pursuant to the Management Agreement as required under Section 3.6 for the succeeding calendar month; (ix) Ninth, after the consummation of a Secondary Market Transaction, to pay the pro rata portion of the expenses allocable to the Loan and the Project Loan and described in Section 9 hereof and Section 9 of the Project Loan Agreement; and (x) Lastly, all amounts remaining in the Deposit Account after payment of the amounts set forth in clauses (i) through (ix) above (collectively, the “Available Cash”): (A) during the continuance of a Cash Management Period, into the Rollover Cash Collateral Reserve Subaccount as required under Section 3.5 3.11 hereof;
; or (viiiB) Eighthprovided that no Event of Default or Cash Management Period is in effect under this Agreement, then (1) if Lender has received written notice from Mezzanine Lender that either (x) an “Event of Default” (as such quoted term is defined in the Mezzanine Loan (or any portion thereofAgreement) has occurred and is outstanding, to make payments in the amount of the Monthly Mezzanine Debt Service Payment into the subordinate deposit account established under the Mezzanine Loan; and
(ix) Ninth, if the Mezzanine Loan (or any portion thereof) is outstanding, all remaining Available Cash on such Payment Date shall be deposited into the subordinate deposit account established continuing under the Mezzanine Loan or, if Agreement or (y) a “Cash Management Period” (as such quoted term is defined in the Mezzanine Loan Agreement) has been paid occurred and is continuing under the Mezzanine Loan Agreement, to an account designated in fullwriting by Mezzanine Lender to Lender or (2) if Lender has not received written notice from Mezzanine Lender that as described in clause (1), all remaining Available Cash on such Payment Date to the Operating Lessee Operating Account (or as Borrower or Operating Lessee may otherwise elect in writing to Lender). Operating Lessee shall be deposited into the Cash Collateral Subaccount in accordance with Section 3.9 hereof.
(b) The failure of Borrower to make all of the payments required under clauses (ii) through (viii) of Section 3.11(a) above in full on each Payment Date shall constitute an Event of Default under this Agreement; provided, however, if adequate apply funds are available it receives in the Deposit Operating Lessee Operating Account for such payments, the failure by the Deposit Bank to allocate such funds into the appropriate Subaccounts shall not constitute an Event of Default.
(c) Notwithstanding anything to the contrary contained in this Section 3.11, after the occurrence of an Event of Default, Lender may apply all Rents deposited into the Deposit Account and other proceeds of repayment (after disbursement to Borrower for payment of any Permitted REIT Distribution then due and payable in accordance with the provisions of Section 3.11(a)(i) above) to payment of amounts outstanding rent under the Loan Documents or with respect to the Mezzanine LoanOperating Lease and, in such order and in such manner as Lender shall elect.
(d) Any funds in the Deposit Account and not previously disbursed or applied shall be disbursed to Borrower upon termination of any applicable Cash Management Period.41
Appears in 1 contract
Property Cash Flow Allocation. (a) Notwithstanding anything stated to the contrary in this Agreement (but subject to Section 3.11(c) below)During any Cash Management Period, all Rents deposited into the Deposit Account during the immediately preceding Interest Period shall be applied on each Payment Date as follows in the following order of priority:
(i) First, at any time prior to the Maturity Date hereunder, to Borrower to make Permitted REIT Distributions attributable to the immediately preceding Interest Period, subject to Section 3.12 below. For so long as the Mezzanine Loan remains outstanding at any time prior to the stated maturity date of the Mezzanine Loan, notwithstanding that an Event of Default shall have occurred and be continuing, Rents deposited into the Deposit Account shall be disbursed to Borrower to make Permitted REIT Distributions to the extent that sufficient amounts are on deposit in the Deposit Account to fully fund payment of the Monthly Debt Service Payment Amount (under subsection (iv) below) and the Monthly Mezzanine Debt Service Payment Amount (under subsection (viii) below) without regard for the adequacy of all Rents then on deposit in the Deposit Account to fully fund any prior amounts described in this Section 3.11(a), subsections (ii), (iii), (v), (vi) and (vii) below. No Rents shall be disbursed to Borrower to make Permitted REIT Distributions for so long as the Mezzanine Loan remains outstanding from and after the stated maturity date of the Mezzanine Loan.
(ii) Second, (if the obligation to fund the Tax and Insurance Subaccount is no longer waived by Lender pursuant to Section 3.3 hereof) to make payments into the Tax and Insurance Subaccount as required under Section 3.3 hereof;
(iiiii) ThirdSecond, to pay the monthly portion of the fees charged by the Deposit Bank in accordance with the Deposit Account Agreement;
(iii) Third, to make payments for Utility Expenses as required under Section 3.6 hereof;
(iv) Fourth, to Lender to pay the Monthly Debt Service Payment Amount or the Monthly Interest Payment Amount, as the case may be, due on such Payment Date (plus, if applicable, interest at the Default Rate and all other amounts, other than those described under other clauses of this Section 3.11(a), then due to Lender under the Loan Documents);
(v) Fifth, to make payments for Approved Operating Expenses (if the obligation to fund the Capital Reserve Subaccount is no longer waived by Lender pursuant to other than Utility Expenses) as required under Section 3.4 3.6 hereof;
(vi) Sixth, to make payments into the Capital Reserve Subaccount as required under Section 3.4 hereof;
(vi) Sixth, to make payments for Approved Operating Expenses as required under Section 3.6 hereof;
(vii) Seventh, to make Ongoing Rollover Deposit payments (if any) into the Rollover Reserve Subaccount as required under Section 3.5 3.5.1 hereof;; and
(viii) EighthLastly, if (A) during the Mezzanine Loan (or any portion thereof) is outstandingcontinuance of a Cash Management Period triggered solely a result of a Lease Sweep Period, to make payments in the an amount of the Monthly Mezzanine Debt Service Payment into the subordinate deposit account established under the Mezzanine Loan; and
(ix) Ninth, if the Mezzanine Loan (or any portion thereof) is outstanding, equal to all remaining Available Cash on such Payment Date shall be deposited into the subordinate deposit account established under the Mezzanine Loan or, if the Mezzanine Loan has been paid Special Rollover Reserve Subaccount in full, accordance with Section 3.5.2 hereof; or (B) to make payments in an amount equal to all remaining Available Cash on such Payment Date shall be deposited into the Cash Collateral Subaccount in accordance with Section 3.9 hereof.
(b) The failure of Borrower to make all of the payments required under clauses (iii) through (viii) of Section 3.11(a) above in full on each Payment Date shall constitute an Event of Default under this Agreement; provided, however, if adequate funds are available in the Deposit Account for such payments, the failure by the Deposit Bank to allocate such funds into the appropriate Subaccounts shall not constitute an Event of Default.
(c) Notwithstanding anything to the contrary contained in this Section 3.11, after the occurrence of an Event of Default, Lender may apply all Rents deposited into the Deposit Account and other proceeds of repayment (after disbursement to Borrower for payment of any Permitted REIT Distribution then due and payable in accordance with the provisions of Section 3.11(a)(i) above) to payment of amounts outstanding under the Loan Documents or with respect to the Mezzanine Loan, in such order and in such manner as Lender shall elect.
(d) Any funds in the Deposit Account and not previously disbursed or applied shall be disbursed to Borrower upon termination of any applicable Cash Management Period.
Appears in 1 contract
Property Cash Flow Allocation. (a) Notwithstanding anything stated to the contrary in this Agreement (but subject to Section 3.11(c) below), all All Rents deposited into the Deposit Account during the immediately preceding Interest Period shall be applied on each Payment Date as follows in the following order of priority:
: (i) First, at any time prior to the Maturity Date hereunder, to Borrower to make Permitted REIT Distributions attributable to the immediately preceding Interest Period, subject to Section 3.12 below. For so long as the Mezzanine Loan remains outstanding at any time prior to the stated maturity date of the Mezzanine Loan, notwithstanding that an Event of Default shall have occurred and be continuing, Rents deposited into the Deposit Account shall be disbursed to Borrower to make Permitted REIT Distributions to the extent that sufficient amounts are on deposit in the Deposit Account to fully fund payment of the Monthly Debt Service Payment Amount (under subsection (iv) below) and the Monthly Mezzanine Debt Service Payment Amount (under subsection (viii) below) without regard for the adequacy of all Rents then on deposit in the Deposit Account to fully fund any prior amounts described in this Section 3.11(a), subsections (ii), (iii), (v), (vi) and (vii) below. No Rents shall be disbursed to Borrower to make Permitted REIT Distributions for so long as the Mezzanine Loan remains outstanding from and after the stated maturity date of the Mezzanine Loan.
(ii) Second, (if the obligation to fund the Tax and Insurance Subaccount is no longer waived by Lender pursuant to Section 3.3 hereof) to make payments into the Tax and Insurance Subaccount as required under Section 3.3 hereof;
3.3; (iiiii) ThirdSecond, to pay the monthly portion of the fees charged by the Deposit Bank in accordance with the Deposit Account Agreement;
; (iviii) FourthThird, to Lender to pay the Monthly Debt Service Payment Amount due on such Payment Date (plus, if applicable, interest at the Default Rate and all other amounts, other than those described under other clauses of this Section 3.11(a), then due to Lender under the Loan Documents);
; (viv) FifthFourth, (if the obligation to fund the Capital Reserve Subaccount is no longer waived by Lender pursuant to Section 3.4 hereof) to make payments into the Capital Reserve Subaccount as if and when required under Section 3.4 hereof;
3.4; (v) Fifth, to make payments into the Rollover Reserve Subaccount if and when required under Section 3.5; (vi) Sixth, during the continuance of a Cash Trap Period, to make payments for Approved Operating Expenses as required under Section 3.6 hereof;
3.6; (vii) Seventh, to make payments into during the Rollover Reserve Subaccount as required under Section 3.5 hereof;
(viii) Eighth, if the Mezzanine Loan (or any portion thereof) is outstandingcontinuance of a Cash Trap Period, to make payments in the an amount of the Monthly Mezzanine Debt Service Payment into the subordinate deposit account established under the Mezzanine Loan; and
(ix) Ninth, if the Mezzanine Loan (or any portion thereof) is outstanding, equal to all remaining Available Cash on such Payment Date shall be deposited into the subordinate deposit account established under the Mezzanine Loan or, if the Mezzanine Loan has been paid in full, all remaining Available Cash on such Payment Date shall be deposited into the Cash Collateral Subaccount in accordance with Section 3.9 3.9; (viii) Eighth, during the continuance of a ▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ Sweep Period (provided no other Cash Trap Period is then continuing), to make payments in an amount equal to all remaining Available Cash on such Payment Date into the ▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ Reserve Subaccount as required under SECTION 3.5.2 hereof; and (ix) Lastly, except during the continuance of a Cash Trap Period, payments to Borrowers of any remaining amounts. Notwithstanding the foregoing, except during the continuance of a Cash Trap Period, provided that in any given Interest Period, all amounts referred to in the foregoing clauses (i) - (v) have been paid, then at Borrowers' request, the payments to Borrowers under the foregoing clause (ix) shall be made on a weekly basis.
(b) The failure of Borrower Borrowers to make all of the payments required under clauses (iii) through (viii) of Section 3.11(a) above in full on each Payment Date shall constitute an Event of Default under this Agreement; provided, however, if adequate funds are available in the Deposit Account for such payments, the failure by the Deposit Bank to allocate such funds into the appropriate Subaccounts shall not constitute an Event of Default.
(c) Notwithstanding anything to the contrary contained in this Section 3.11, after the occurrence of an Event of Default, Lender may apply all Rents deposited into the Deposit Account and other proceeds of repayment (after disbursement to Borrower for payment of any Permitted REIT Distribution then due and payable in accordance with the provisions of Section 3.11(a)(i) above) to payment of amounts outstanding under the Loan Documents or with respect to the Mezzanine Loan, in such order and in such manner as Lender shall elect.
(d) Any funds in the Deposit Account and not previously disbursed or applied shall be disbursed to Borrower upon termination of any applicable Cash Management Period.
Appears in 1 contract
Property Cash Flow Allocation. (a) Notwithstanding anything stated to the contrary in this Agreement (but subject to Section 3.11(c) below), all All Rents and any other funds deposited into the OT Deposit Account or the Borrower Deposit Account during the immediately preceding current Interest Period or any prior Interest Periods as required by this Agreement and as may be transferred into various Subaccounts in accordance with this Agreement and the Cash Management Agreement, shall be applied on each Payment Date as follows in the following order of priority:
(i) First, at any time prior to from the Maturity Date hereunder, to Borrower to make Permitted REIT Distributions attributable to the immediately preceding Interest Period, subject to Section 3.12 below. For so long as the Mezzanine Loan remains outstanding at any time prior to the stated maturity date of the Mezzanine Loan, notwithstanding that an Event of Default shall have occurred and be continuing, Rents deposited into the OT Deposit Account shall be disbursed to (or from the Borrower to make Permitted REIT Distributions Deposit Account if or to the extent that sufficient amounts there are on deposit insufficient funds in the OT Deposit Account to fully fund payment of the Monthly Debt Service Payment Amount (under subsection (iv) below) and the Monthly Mezzanine Debt Service Payment Amount (under subsection (viii) below) without regard for the adequacy of all Rents then on deposit in the Deposit Account to fully fund any prior amounts described in this Section 3.11(a), subsections (ii), (iii), (v), (vi) and (vii) below. No Rents shall be disbursed to Borrower to make Permitted REIT Distributions for so long as the Mezzanine Loan remains outstanding from and after the stated maturity date of the Mezzanine Loan.
(ii) Second, (if the obligation to fund the Tax and Insurance Subaccount is no longer waived by Lender pursuant to Section 3.3 hereofsuch payment) to make payments into the Tax and Insurance Subaccount as required under Section 3.3 hereof3.3;
(iiiii) ThirdSecond, from the OT Deposit Account (or from the Borrower Deposit Account if or to the extent there are insufficient funds in the OT Deposit Account to make such payment) to pay the monthly portion of the fees charged by the Deposit Bank in accordance with the Cash Management Agreement;
(iii) Third, from the OT Deposit Account Agreement(or from the Borrower Deposit Account if or to the extent there are insufficient funds in the OT Deposit Account to make such payment) to pay the amount required under Section 3.4.1 for the FF&E Reserve Subaccount;
(iv) Fourth, from the OT Deposit Account (or from the Borrower Deposit Account if or to Lender the extent there are insufficient funds in the OT Deposit Account to make such payment) to pay the Monthly Debt Service Payment Amount amount required under Section 3.6.1 for the Operating Expense Subaccount;
(v) Fifth, from the OT Deposit Account to pay to the Borrower Deposit Account the monthly payment owed by Operating Tenant to Borrower under the Affiliate Lease;
(vi) Sixth, from the Borrower Deposit Account (or from the OT Deposit Account if or to the extent there are insufficient funds in the Borrower Deposit Account to make such payment) to pay the amount required to pay the interest due on such Payment Date (plus, if applicable, interest at the Default Rate and all other amounts, other than amounts then due to Lender under the Loan Documents (excluding those amounts described under other clauses of this Section 3.11(a), then due 3.12(a) and outstanding Principal with respect the Loan) and to Lender under pay the Loan Documents);
(v) Fifth, (if monthly portion of the obligation to fund fees charged by the Capital Reserve Subaccount is no longer waived by Lender pursuant to Section 3.4 hereof) to make payments into Deposit Bank in accordance with the Capital Reserve Subaccount as required under Section 3.4 hereof;
(vi) Sixth, to make payments for Approved Operating Expenses as required under Section 3.6 hereof;Cash Management Agreement; and
(vii) Seventh, to make payments into the Rollover Reserve Subaccount as required under Section 3.5 hereof;
(viii) Eighth, if the Mezzanine Loan (or any portion thereof) is outstandingLastly, to make payments in the an amount of the Monthly Mezzanine Debt Service Payment into the subordinate deposit account established under the Mezzanine Loan; and
equal to (ixA) Ninth, if the Mezzanine Loan (or any portion thereof) is outstanding, all remaining Available Cash in the Borrower Deposit Account on such Payment Date shall be deposited (I) to Borrower provided no Cash Trap Period is continuing, or (II) into the subordinate deposit account established under the Mezzanine Loan or, if the Mezzanine Loan has been paid in full, all remaining Available Cash on such Payment Date shall be deposited into the Borrower Cash Collateral Subaccount in accordance with Section 3.9 hereof3.10, and (B) all Available Cash in the OT Deposit Account on such Payment Date (I) to Operating Tenant provided no Cash Trap Period is continuing, or (II) into the OT Cash Collateral Subaccount in accordance with Section 3.10.
(b) The failure of Borrower or Operating Tenant to make all of the payments required under clauses (iii) through (viiivi) of Section 3.11(a3.12(a) above in full on each Payment Date shall constitute an Event of Default under this Agreement; provided, however, if adequate funds are available in the OT Deposit Account and the Borrower Deposit Account (including the Carry Subaccount) for such payments, the failure by the Deposit Bank to allocate such funds into the appropriate Subaccounts shall not constitute an Event of Default.
(c) Notwithstanding anything to the contrary contained in this Section 3.113.12 or elsewhere in this Agreement, after the occurrence of an provided (i) no Event of Default, Lender may apply all Rents deposited into Default is continuing and sufficient funds have accumulated in the OT Deposit Account and other proceeds the Borrower Deposit Account in the given Interest Period to make payment on the next Payment Date of repayment all amounts referred to in clauses (after disbursement i), (ii) and (iii) of Section 3.12(a), then the Approved Operating Expense payments to Borrower for payment of any Permitted REIT Distribution then due and payable in accordance with the provisions under clause (iv) of Section 3.11(a)(i3.12(a) aboveshall be made to Operating Tenant on a daily basis and (ii) to payment no Event of amounts outstanding under the Loan Documents or with respect to the Mezzanine Loan, in such order Default is continuing and in such manner as Lender shall elect.
(d) Any sufficient funds have accumulated in the OT Deposit Account and not previously disbursed or applied the Borrower Deposit Account in the given Interest Period to make payment on the next Payment Date of all amounts referred to in clauses (i) through (vi) of Section 3.12(a), then the Available Cash shall be disbursed paid to Borrower upon termination or Operating Tenant, as applicable, under clause (vii) of any applicable Cash Management PeriodSection 3.12(a) on a daily basis.
Appears in 1 contract
Sources: Loan Agreement (Behringer Harvard Opportunity REIT II, Inc.)
Property Cash Flow Allocation. (a) Notwithstanding anything stated to Commencing on April 11, 1997 and continuing on each Payment Date thereafter through the contrary in this Agreement (but subject to Section 3.11(c) below)Optional Prepayment Date, all except during the continuance of an Event of Default, any Rents deposited into the Deposit Account (or otherwise received by Borrower) during the immediately preceding Interest Period calendar month shall be applied on each Payment Date by Lender as follows in the following order of priority:
(i) First, at any time prior to make required payments to the Maturity Date hereunderTax and Insurance Escrow Fund;
(ii) Second, to Borrower Lender to make Permitted REIT Distributions attributable to pay (A) the immediately preceding Interest Periodrequired interest payment, subject to Section 3.12 below. For so long as in the Mezzanine Loan remains outstanding at any time prior to the stated maturity date case of the Mezzanine LoanPayment Date on April 11, notwithstanding that an Event of Default shall have occurred 1997, and be continuing, Rents deposited into the Deposit Account shall be disbursed to Borrower to make Permitted REIT Distributions to the extent that sufficient amounts are on deposit in the Deposit Account to fully fund payment of (B) the Monthly Debt Service Payment Amount (under subsection (ivplus, if applicable, interest at the Default Rate) below) and the Monthly Mezzanine Debt Service Payment Amount (under subsection (viii) below) without regard for the adequacy of all Rents then on deposit in the Deposit Account to fully fund any prior amounts described in this Section 3.11(a), subsections (ii), (iii), (v), (vi) and (vii) below. No Rents shall be disbursed to Borrower to make Permitted REIT Distributions for so long as the Mezzanine Loan remains outstanding from and after the stated maturity date case of the Mezzanine Loan.
(ii) Second, (if the obligation to fund the Tax and Insurance Subaccount is no longer waived by Lender pursuant to Section 3.3 hereof) to make payments into the Tax and Insurance Subaccount as required under Section 3.3 hereofeach such subsequent Payment Date;
(iii) Third, to pay make required payments to the monthly portion of the fees charged by the Deposit Bank in accordance with the Deposit Account Agreement;Capital Reserve Fund; and
(iv) FourthLastly, payments to (or for the account of) Borrower of any excess amounts.
(b) Commencing on the first Payment Date occurring after the Optional Prepayment Date and continuing on each Payment Date thereafter until the entire Debt has been paid in full, and at any time during the continuance of an Event of Default, any Rents deposited into the Deposit Account (or otherwise received by Borrower) during the immediately preceding calendar month shall be applied as follows in the following order of priority:
(i) First, to make required payments to the Tax and Insurance Escrow Fund;
(ii) Second, to Lender to pay the Monthly Debt Service Payment Amount due on such Payment Date (plus, if applicable, interest at the Default Rate and all other amountsRate);
(iii) Third, other than those described under other clauses of this Section 3.11(a)payments for approved Operating Expenses;
(iv) Fourth, then due to Lender under make required payments to the Loan Documents)Capital Reserve Fund;
(v) Fifth, (if payments to Lender to prepay the obligation to fund outstanding principal balance under the Capital Reserve Subaccount is no longer waived by Lender pursuant to Section 3.4 hereof) to make payments into the Capital Reserve Subaccount as required under Section 3.4 hereofNote until paid in full;
(vi) Sixth, payments to make payments for Approved Operating Expenses as required under Section 3.6 hereof;Lender to be applied against Accrued Interest and interest accrued thereon; and
(vii) SeventhLastly, payments to make payments into Borrower of any excess amounts. Notwithstanding anything herein to the Rollover Reserve Subaccount as required under Section 3.5 hereof;
(viii) Eighthcontrary, if the Mezzanine Loan (or any portion thereof) is outstanding, to make payments in the amount of the Monthly Mezzanine Debt Service Payment into the subordinate deposit account established under the Mezzanine Loan; and
(ix) Ninth, if the Mezzanine Loan (or any portion thereof) is outstanding, all remaining Available Cash on such Payment Date shall be deposited into the subordinate deposit account established under the Mezzanine Loan or, if the Mezzanine Loan has been paid in full, all remaining Available Cash on such Payment Date shall be deposited into the Cash Collateral Subaccount in accordance with Section 3.9 hereof.
(b) The failure of Borrower to make all of the payments required under clauses (iii) through (viii) of Section 3.11(aiv) above in full on the Optional Prepayment Date and on each Payment Date thereafter shall constitute an Event of a Default under this Agreement; provided, however, if adequate funds are available in the Deposit Account for such payments. However, the failure by the Deposit Bank of Borrower to allocate pay any Accrued Interest on a Payment Date as a result of insufficient Rents for such funds into the appropriate Subaccounts payment shall not constitute an Event of Default.
(c) Notwithstanding anything to the contrary contained in this Section 3.11, after the occurrence of an Event of Default, Lender may apply all Rents deposited into the Deposit Account and other proceeds of repayment (after disbursement to Borrower for payment of any Permitted REIT Distribution then a Default hereunder. All Accrued Interest shall nonetheless be due and payable in accordance with on the provisions of Section 3.11(a)(i) above) to payment of amounts outstanding under the Loan Documents or with respect to the Mezzanine Loan, in such order and in such manner as Lender shall electMaturity Date.
(d) Any funds in the Deposit Account and not previously disbursed or applied shall be disbursed to Borrower upon termination of any applicable Cash Management Period.
Appears in 1 contract
Sources: Loan Agreement (Uniprop Manufactured Housing Communities Income Fund)
Property Cash Flow Allocation. .
(a) Notwithstanding anything stated to the contrary in this Agreement (but subject to Section 3.11(c) below)During any Cash Management Period, all Rents deposited into the Deposit Account during the immediately preceding Interest Period shall be applied on each Payment Date as follows in the following order of priority:
: (i) First, at any time prior to the Maturity Date hereunder, to Borrower to make Permitted REIT Distributions attributable to the immediately preceding Interest Period, subject to Section 3.12 below. For so long as the Mezzanine Loan remains outstanding at any time prior to the stated maturity date of the Mezzanine Loan, notwithstanding that an Event of Default shall have occurred and be continuing, Rents deposited into the Deposit Account shall be disbursed to Borrower to make Permitted REIT Distributions to the extent that sufficient amounts are on deposit in the Deposit Account to fully fund payment of the Monthly Debt Service Payment Amount (under subsection (iv) below) and the Monthly Mezzanine Debt Service Payment Amount (under subsection (viii) below) without regard for the adequacy of all Rents then on deposit in the Deposit Account to fully fund any prior amounts described in this Section 3.11(a), subsections (ii), (iii), (v), (vi) and (vii) below. No Rents shall be disbursed to Borrower to make Permitted REIT Distributions for so long as the Mezzanine Loan remains outstanding from and after the stated maturity date of the Mezzanine Loan.
(ii) Second, (if the obligation to fund the Tax and Insurance Subaccount is no longer waived by Lender pursuant to Section 3.3 hereof) to make payments into the Tax and Insurance Subaccount as required under Section 3.3 hereof;
; (ii) Second, [intentionally omitted]; (iii) Third, to pay the monthly portion of the fees charged by the Deposit Bank in accordance with the Deposit Account Cash Management Agreement;
; (iv) Fourth, to Lender to pay the Monthly Debt Service Payment Amount due on such Payment Date (plus, if applicable, interest at the Default Rate and all other amounts, other than those described under other clauses of this Section 3.11(a), then due to Lender under the Loan Documents);
; (v) Fifth, (if the obligation to fund the Capital Reserve Subaccount is no longer waived by Lender pursuant to Section 3.4 hereof) to make payments into the Capital Reserve Subaccount as if, and as, required under Section 3.4 hereof;
; (vi) Sixth, to make payments for Approved Operating Expenses as required under Section 3.6 hereof;
(vii) Seventh, to make payments into the Rollover Reserve Subaccount as if, and as, required under Section 3.5 hereof;
; (vii) Seventh, to Borrower the monthly amount set forth in the Approved Budget for the following month as being necessary for payment of Approved Operating Expenses at the Property for such month, plus the amount for Budget Variances (as defined in the Cash Management Agreement); (viii) Eighth, if after the Mezzanine Loan consummation of a Securitization, to pay the pro rata portion of the expenses described in Section 9.1.4 hereof; and (or any portion thereofix) is outstandingLastly, to make payments in the an amount of the Monthly Mezzanine Debt Service Payment into the subordinate deposit account established under the Mezzanine Loan; and
(ix) Ninth, if the Mezzanine Loan (or any portion thereof) is outstanding, equal to all remaining Available Cash on such Payment Date shall be deposited into the subordinate deposit account established under the Mezzanine Loan or, if the Mezzanine Loan has been paid in full, all remaining Available Cash on such Payment Date shall be deposited into the Cash Collateral Subaccount in accordance with Section 3.9 3.8 hereof.
(b) The failure of Borrower to make all of the payments required under clauses (iii) through (viiiix) of Section 3.11(a) above in full on each Payment Date shall constitute an Event of Default under this Agreement; provided, however, if adequate funds are available in the Deposit Account for such payments, the failure by the Deposit Bank to allocate such funds into the appropriate Subaccounts shall not constitute an Event of Default.
(c) Notwithstanding anything to the contrary contained in this Section 3.11, after the occurrence and continuance of a Default or an Event of Default, Lender may apply all Rents deposited into the Deposit Account and other proceeds of repayment (after disbursement to Borrower for payment of any Permitted REIT Distribution then due and payable in accordance with the provisions of Section 3.11(a)(i) above) to payment of amounts outstanding under the Loan Documents or with respect to the Mezzanine Loan, in such order and in such manner as Lender shall elect. .
(d) Any funds in the Deposit Account and not previously disbursed or applied shall be disbursed to Borrower upon termination of any applicable Cash Management Period.
Appears in 1 contract
Property Cash Flow Allocation. (a) Notwithstanding anything stated to the contrary in this Agreement (but subject to Section 3.11(c) below), all All Rents deposited into the Deposit Account during the immediately preceding Interest Period shall be applied on each Payment Date as follows in the following order of priority:
: (i) First, at any time prior to the Maturity Date hereunder, to Borrower to make Permitted REIT Distributions attributable to the immediately preceding Interest Period, subject to Section 3.12 below. For so long as the Mezzanine Loan remains outstanding at any time prior to the stated maturity date of the Mezzanine Loan, notwithstanding that an Event of Default shall have occurred and be continuing, Rents deposited into the Deposit Account shall be disbursed to Borrower to make Permitted REIT Distributions to the extent that sufficient amounts are on deposit in the Deposit Account to fully fund payment of the Monthly Debt Service Payment Amount (under subsection (iv) below) and the Monthly Mezzanine Debt Service Payment Amount (under subsection (viii) below) without regard for the adequacy of all Rents then on deposit in the Deposit Account to fully fund any prior amounts described in this Section 3.11(a), subsections (ii), (iii), (v), (vi) and (vii) below. No Rents shall be disbursed to Borrower to make Permitted REIT Distributions for so long as the Mezzanine Loan remains outstanding from and after the stated maturity date of the Mezzanine Loan.
(ii) Second, (if the obligation to fund the Tax and Insurance Subaccount is no longer waived by Lender pursuant to Section 3.3 hereof) to make payments into the Tax and Insurance Subaccount as required under Section 3.3 hereof;
3.3; (iiiii) ThirdSecond, to pay the monthly portion of the fees charged by the Deposit Bank in accordance with the Deposit Account Agreement;
; (iviii) FourthThird, to Lender to pay the Monthly Interest Payment Amount or the Monthly Debt Service Payment Amount Amount, as the case may be, due on such Payment Date (plus, if applicable, interest at the Default Rate and all other amounts, other than those described under other clauses of this Section 3.11(a), then due to Lender under the Loan Documents);
; (viv) FifthFourth, (if the obligation to fund the Capital Reserve Subaccount is no longer waived by Lender pursuant to Section 3.4 hereof) to make payments into the Capital Reserve Subaccount as if and when required under Section 3.4 hereof;
3.4; (viv) SixthFifth, during the continuance of a Cash Trap Period, to make payments for Approved Operating Expenses as required under Section 3.6 hereof;
3.6; (viivi) SeventhSixth, to make payments into during the Rollover Reserve Subaccount as required under Section 3.5 hereof;
(viii) Eighth, if the Mezzanine Loan (or any portion thereof) is outstandingcontinuance of a Cash Trap Period, to make payments in the an amount of the Monthly Mezzanine Debt Service Payment into the subordinate deposit account established under the Mezzanine Loan; and
(ix) Ninth, if the Mezzanine Loan (or any portion thereof) is outstanding, equal to all remaining Available Cash on such Payment Date shall be deposited into the subordinate deposit account established under the Mezzanine Loan or, if the Mezzanine Loan has been paid in full, all remaining Available Cash on such Payment Date shall be deposited into the Cash Collateral Subaccount in accordance with Section 3.9 hereof3.9; and (vii) Lastly, except during the continuance of a Cash Trap Period, payments to Borrowers of any remaining amounts. Notwithstanding the foregoing, except during the continuance of a Cash Trap Period, provided that in any given Interest Period, all amounts referred to in the foregoing clauses (i) - (iv) have been paid, then at Borrowers' request, the payments to Borrowers under the foregoing clause (vii) shall be made on a weekly basis.
(b) The failure of Borrower Borrowers to make all of the payments required under clauses (iii) through (viiivi) of Section 3.11(a) above in full on each Payment Date shall constitute an Event of Default under this Agreement; provided, however, if adequate funds are available in the Deposit Account for such payments, the failure by the Deposit Bank to allocate such funds into the appropriate Subaccounts shall not constitute an Event of Default.
(c) Notwithstanding anything to the contrary contained in this Section 3.11, after the occurrence of an Event of Default, Lender may apply all Rents deposited into the Deposit Account and other proceeds of repayment (after disbursement to Borrower for payment of any Permitted REIT Distribution then due and payable in accordance with the provisions of Section 3.11(a)(i) above) to payment of amounts outstanding under the Loan Documents or with respect to the Mezzanine Loan, in such order and in such manner as Lender shall elect.
(d) Any funds in the Deposit Account and not previously disbursed or applied shall be disbursed to Borrower upon termination of any applicable Cash Management Period.
Appears in 1 contract
Property Cash Flow Allocation. (a) Notwithstanding anything stated to Upon the contrary in this Agreement (but subject to Section 3.11(c) below), all Rents deposited into the Deposit Account during the immediately preceding Interest Period shall be applied occurrence of a Cash Management Event and continuing on each Payment Date occurring prior to the earlier to occur of (x) the first Cash Management Termination to occur following the Cash Management Event during the term of the Loan and (y) with respect to any Cash Management Event to occur thereafter, the Maturity Date, except following the acceleration of all or any part of the Debt, all Rents with respect to the Collateral Property shall be applied as follows on a daily basis in the following order of priority:
: (i) First, at any time prior to the Maturity Date hereunder, to Borrower to make Permitted REIT Distributions attributable the required payment of any sums required to the immediately preceding Interest Period, subject to Section 3.12 below. For so long as the Mezzanine Loan remains outstanding at any time prior to the stated maturity date of the Mezzanine Loan, notwithstanding that an Event of Default shall have occurred and be continuing, Rents deposited into the Deposit Account shall be disbursed to Borrower to make Permitted REIT Distributions to the extent that sufficient amounts are on deposit in the Deposit Account to fully fund payment of the Monthly Debt Service Payment Amount (Ground Rent Escrow Fund under subsection (iv) below) and the Monthly Mezzanine Debt Service Payment Amount (under subsection (viii) below) without regard for the adequacy of all Rents then on deposit in the Deposit Account to fully fund any prior amounts described in this Section 3.11(a)4.6.1, subsections (ii), (iii), (v), (vi) and (vii) below. No Rents shall be disbursed to Borrower to make Permitted REIT Distributions for so long as the Mezzanine Loan remains outstanding from and after the stated maturity date of the Mezzanine Loan.
(ii) Second, (if the obligation to fund make payments to the Tax and Insurance Subaccount is no longer waived Escrow Fund if, and to the extent, required to be made by Lender pursuant to Section 3.3 hereof) to make payments into the Tax and Insurance Subaccount as required Borrower under Section 3.3 4.3 hereof;
; (iii) Third, to pay the monthly portion of the fees charged Cash Management Fee due and payable by the Deposit Bank in accordance with the Deposit Account Agreement;
Borrower; (iv) Fourth, to Lender to pay the Monthly Debt Service Payment Amount due on such Payment Date interest payment and principal payment required under Section 3.1.2 (plus, if applicable, interest at the Default Rate and all any other amounts, other than those described under other clauses of this Section 3.11(a), charges then due to Lender under the Loan Documents);
; (v) Fifth, (if the obligation to fund the Capital Reserve Subaccount is no longer waived by Lender pursuant to Section 3.4 hereof) Borrower to make payments into for Approved Operating Expenses pertaining to the Capital Reserve Subaccount as required under Section 3.4 hereof;
Collateral Property; (vi) Sixth, to make payments for Approved Operating Expenses as to the Replacement and Rollover Reserve Fund if, and to the extent, required under Section 3.6 hereof;
to be made by Borrower; (vii) SeventhLastly, payments to make payments into the Rollover Reserve Subaccount as required under Section 3.5 hereof;
(viii) Eighth, if the Mezzanine Loan (or Borrower of any portion thereof) excess amounts unless an Event of Default has occurred and is outstanding, to make payments in the amount of the Monthly Mezzanine Debt Service Payment into the subordinate deposit account established under the Mezzanine Loan; and
(ix) Ninth, if the Mezzanine Loan (or any portion thereof) is outstanding, all remaining Available Cash on such Payment Date shall be deposited into the subordinate deposit account established under the Mezzanine Loan or, if the Mezzanine Loan has been paid in full, all remaining Available Cash on such Payment Date shall be deposited into the Cash Collateral Subaccount in accordance with Section 3.9 hereofthen continuing.
(b) The Subject to the provisions of the Cash Management Agreement, the failure of any Borrower to make all of the payments required under clauses (iii) through (viiivi) of Section 3.11(a3.1.5
(a) above in full on each Payment Date shall constitute an Event of Default under this Agreement; provided, however, if adequate funds are available in the Deposit Account for such payments, the failure by the Deposit Bank to allocate such funds into the appropriate Subaccounts shall not constitute an Event of Default.
(c) Notwithstanding anything to the contrary contained in this Section 3.11, At any time after the occurrence Maturity Date or after the acceleration of an Event all or any portion of Defaultthe Debt, Lender may apply all Rents deposited into the Deposit Account and other proceeds of repayment (after disbursement to Borrower for payment of any Permitted REIT Distribution then due and payable in accordance with the provisions of Section 3.11(a)(i) above) to payment of amounts outstanding under the Loan Documents or with respect to the Mezzanine Loanmay, in such order its sole discretion, permit the application of Rents in any order, and in such manner to any portion or portions of the Debt, as Lender shall electdetermine.
(d) Any funds in the Deposit Account and not previously disbursed or applied shall be disbursed to Borrower upon termination of any applicable Cash Management Period.
Appears in 1 contract
Property Cash Flow Allocation. (a) Notwithstanding anything stated Commencing on December 11, ----------------------------- 1998 and continuing on each Payment Date occurring prior to the contrary in this Agreement (but subject Maturity Date, except following the acceleration of all or any part of the Debt, any Rents received by any Borrower and/or its Manager and, after a Cash Management Event, Rents with respect to Section 3.11(c) below), all Rents such Borrower's Collateral Property deposited into the Deposit Account during the immediately preceding Interest Period shall be applied on each Payment Date as follows in the following order of priority:
: (i) First, at any time prior to the Maturity Date hereunder, to Borrower to make Permitted REIT Distributions attributable the monthly required payments of Ground Rent, if any, pertaining to such Borrower's Collateral Property (including, the immediately preceding Interest Period, subject payment to Section 3.12 below. For so long as the Mezzanine Loan remains outstanding at Lender of any time prior sums required to the stated maturity date of the Mezzanine Loan, notwithstanding that an Event of Default shall have occurred and be continuing, Rents deposited into the Deposit Account shall be disbursed to Borrower to make Permitted REIT Distributions to the extent that sufficient amounts are on deposit in the Deposit Account to fully fund payment of the Monthly Debt Service Payment Amount (under subsection (iv) below) and the Monthly Mezzanine Debt Service Payment Amount (under subsection (viii) below) without regard for the adequacy of all Rents then on deposit in the Deposit Account to fully fund any prior amounts described in this Section 3.11(aGround Rent Escrow Fund), subsections (ii), (iii), (v), (vi) and (vii) below. No Rents shall be disbursed to Borrower to make Permitted REIT Distributions for so long as the Mezzanine Loan remains outstanding from and after the stated maturity date of the Mezzanine Loan.
; (ii) Second, (if the obligation to fund make payments to the Tax and Insurance Subaccount is no longer waived Escrow Fund required to be made by Lender pursuant to Section 3.3 hereof) to make payments into the Tax and Insurance Subaccount as required under Section 3.3 hereof;
such Borrower; (iii) Third, during the continuance of a Cash Management Event, to pay the monthly portion of the fees charged Cash Management Fee due and payable by the Deposit Bank in accordance with the Deposit Account Agreement;
such Borrower; (iv) Fourth, to Lender to pay the Monthly Debt Service Payment Amount due interest payment on such Payment Date Borrower's Allocated Note Amount required under Section 3.1.1
(b) (plus, if applicable, such Borrower's Allocable Share of interest at the Default Rate and all any other amounts, other than those described under other clauses of this Section 3.11(a), charges then due to Lender under the Loan Documents);
; (v) Fifth, (if the obligation to fund make payments to the Capital Reserve Subaccount is no longer waived by Lender Fund required to be made by
(a) which are unpaid; and (xi) Lastly, payments to such Borrower of any excess amounts unless a Cash Management Event has existed for 30 days or more, in which case all Rents remaining after application thereof pursuant to Section 3.4 hereof) to make payments into the Capital Reserve Subaccount as required under Section 3.4 hereof;
(vi) Sixth, to make payments for Approved Operating Expenses as required under Section 3.6 hereof;
(vii) Seventh, to make payments into the Rollover Reserve Subaccount as required under Section 3.5 hereof;
(viii) Eighth, if the Mezzanine Loan (or any portion thereof) is outstanding, to make payments in the amount of the Monthly Mezzanine Debt Service Payment into the subordinate deposit account established under the Mezzanine Loan; and
(ix) Ninth, if the Mezzanine Loan (or any portion thereof) is outstanding, all remaining Available Cash on such Payment Date preceding clause "Tenth" shall be deposited into the subordinate deposit account established under the Mezzanine Loan or, if the Mezzanine Loan has been paid in full, all remaining Available Cash on such Payment Date shall be deposited into the Cash Collateral Subaccount in accordance with Section 3.9 hereofFund.
(b) The Subject to the provisions of Section 3.1.2(b), the failure of any Borrower to make all of the payments required under clauses (iii) through (viiiix) of Section 3.11(a3.1.3
(a) above in full on each Payment Date shall constitute an Event of a Default under this Agreement; provided, however, if adequate funds are available in the Deposit Account for such payments, the failure by the Deposit Bank to allocate such funds into the appropriate Subaccounts shall not constitute an Event of Default.
(c) Notwithstanding anything to the contrary contained in this Section 3.11, At any time after the occurrence Maturity Date or after the acceleration of an Event all or any portion of Defaultthe Debt, Lender may apply all Rents deposited into the Deposit Account and other proceeds of repayment (after disbursement to Borrower for payment of any Permitted REIT Distribution then due and payable in accordance with the provisions of Section 3.11(a)(i) above) to payment of amounts outstanding under the Loan Documents or with respect to the Mezzanine Loanmay, in such order its sole discretion, permit the application of Rents in any order, and in such manner to any portion or portions of the Debt, as Lender shall electdetermine.
(d) Any funds in the Deposit Account and not previously disbursed or applied shall be disbursed to Borrower upon termination of any applicable Cash Management Period.
Appears in 1 contract
Property Cash Flow Allocation. (a) Notwithstanding anything stated to Commencing on the contrary in this Agreement (but subject to Section 3.11(c) below)January, all Rents deposited into the Deposit Account during the immediately preceding Interest Period shall be applied 2000 Payment Date and continuing on each Payment Date occurring prior to the Maturity Date, except following the acceleration of all or any part of the Debt, all Rents with respect to the Collateral Property shall be applied as follows in the following order of priority:
: (i) First, at any time prior to make payments to the Maturity Date hereunderTax and Insurance Escrow Fund required to be made by Borrower, to Borrower to make Permitted REIT Distributions attributable to the immediately preceding Interest Period, subject to Section 3.12 below. For so long as the Mezzanine Loan remains outstanding at any time prior to the stated maturity date of the Mezzanine Loan, notwithstanding that an Event of Default shall have occurred and be continuing, Rents deposited into the Deposit Account shall be disbursed to Borrower to make Permitted REIT Distributions to the extent that sufficient amounts are on deposit in the Deposit Account to fully fund payment of the Monthly Debt Service Payment Amount (under subsection (iv) below) and the Monthly Mezzanine Debt Service Payment Amount (under subsection (viii) below) without regard for the adequacy of all Rents then on deposit in the Deposit Account to fully fund any prior amounts described in this Section 3.11(a), subsections (ii), (iii), (v), (vi) and (vii) below. No Rents shall be disbursed to Borrower to make Permitted REIT Distributions for so long as the Mezzanine Loan remains outstanding from and after the stated maturity date of the Mezzanine Loan.
(ii) Second, (if the obligation to fund the Tax and Insurance Subaccount is no longer waived by Lender pursuant to Section 3.3 hereof) to make payments into the Tax and Insurance Subaccount as required under Section 3.3 hereof;
(iii) Third, to pay the monthly portion of the fees charged Cash Management Fee due and payable by the Deposit Bank in accordance with the Deposit Account Agreement;
Borrower; (iviii) FourthThird, to Lender to pay the Monthly Debt Service Payment Amount due on such Payment Date interest payment and principal payment required under Section 3.1.2 or 3.1.3, as applicable, (plus, if applicable, interest at the Default Rate and all any other amounts, other than those described under other clauses of this Section 3.11(a), charges then due to Lender under the Loan Documents);
; (iv) Fourth, during the continuance of a Cash Management Event, to make payments to the Rollover Reserve Fund required to be made by Borrower; (v) Fifth, (if and only during the obligation to fund continuance of a Cash Management Event or the Capital Reserve Subaccount is no longer waived by Lender pursuant to Section 3.4 hereof) to make payments into the Capital Reserve Subaccount as required under Section 3.4 hereof;
(vi) SixthAnticipated Repayment Date, to make payments for Approved Operating Expenses as required under Section 3.6 hereof;
pertaining to the Collateral Property; (viivi) SeventhSixth, during the continuance of a Cash Management Event, to make payments into to the Rollover Replacement Reserve Subaccount as Fund required under Section 3.5 hereof;
to be made by Borrower; (viiivii) EighthLastly, payments to Borrower of any excess amounts unless the Debt Service Coverage Ratio falls below 1.25 (subject to a One Time Cash Management Event Cure) (the Debt Service Coverage Ratio shall be tested on a quarterly basis at the end of each calendar quarter (or portion thereof, if applicable) from and after the Mezzanine Loan Closing Date), in which case all Rents remaining after application thereof pursuant to subsection (or any portion thereofvii) is outstanding, to make payments in the amount of the Monthly Mezzanine Debt Service Payment into the subordinate deposit account established under the Mezzanine Loan; and
(ix) Ninth, if the Mezzanine Loan (or any portion thereof) is outstanding, all remaining Available Cash on such Payment Date hereof shall be deposited into the subordinate deposit account established under the Mezzanine Loan or, if the Mezzanine Loan has been paid in full, all remaining Available Cash on such Payment Date shall be deposited into the Cash Collateral Subaccount applied by Lender in accordance with Section 3.9 hereof4.11 until such time as a Cash Management Termination occurs.
(b) The Subject to the provisions of the Cash Management Agreement and as otherwise set forth herein in Section 4.11, the failure of Borrower to make all of the payments required under clauses (iii) through (viiivi) of Section 3.11(a3.1.5
(a) above in full on each Payment Date shall constitute an Event of Default under this Agreement; provided, however, if adequate funds are available in the Deposit Account for such payments, the failure by the Deposit Bank to allocate such funds into the appropriate Subaccounts shall not constitute an Event of Default.
(c) Notwithstanding anything to the contrary contained in this Section 3.11, At any time after the occurrence Maturity Date or after the acceleration of an Event all or any portion of Defaultthe Debt, Lender may apply all Rents deposited into the Deposit Account and other proceeds of repayment (after disbursement to Borrower for payment of any Permitted REIT Distribution then due and payable in accordance with the provisions of Section 3.11(a)(i) above) to payment of amounts outstanding under the Loan Documents or with respect to the Mezzanine Loanmay, in such order its sole discretion, permit the application of Rents in any order, and in such manner to any portion or portions of the Debt, as Lender shall electdetermine.
(d) Any funds in the Deposit Account and not previously disbursed or applied shall be disbursed to Borrower upon termination of any applicable Cash Management Period.
Appears in 1 contract
Property Cash Flow Allocation. (a) Notwithstanding anything stated to the contrary in this Agreement (but subject to Section 3.11(c) below)During any Cash Management Period, all Rents deposited into the Deposit Account Cash Collateral Subaccount during the immediately preceding Interest Period shall be applied on each Payment Date as follows in the following order of priority:
: (i) First, at any time prior to the Maturity Date hereunder, to Borrower to make Permitted REIT Distributions attributable to the immediately preceding Interest Period, subject to Section 3.12 below. For so long as the Mezzanine Loan remains outstanding at any time prior to the stated maturity date of the Mezzanine Loan, notwithstanding that an Event of Default shall have occurred and be continuing, Rents deposited into the Deposit Account shall be disbursed to Borrower to make Permitted REIT Distributions to the extent that sufficient amounts are on deposit in the Deposit Account to fully fund payment of the Monthly Debt Service Payment Amount (under subsection (iv) below) and the Monthly Mezzanine Debt Service Payment Amount (under subsection (viii) below) without regard for the adequacy of all Rents then on deposit in the Deposit Account to fully fund any prior amounts described in this Section 3.11(a), subsections (ii), (iii), (v), (vi) and (vii) below. No Rents shall be disbursed to Borrower to make Permitted REIT Distributions for so long as the Mezzanine Loan remains outstanding from and after the stated maturity date of the Mezzanine Loan.
(ii) Second, (if the obligation to fund the Tax and Insurance Subaccount is no longer waived by Lender pursuant to Section 3.3 hereof) to make payments into the Tax and Insurance Subaccount as required under Section 3.3 hereof;
3.3; (iiiii) ThirdSecond, to pay the monthly portion of the fees charged by the Deposit Bank in accordance with the Deposit Account Agreement;
; (iviii) FourthThird, to Lender to pay the Monthly Debt Service Payment Amount interest (and Principal if Borrower has exercised its Fixed Rate Conversion Option) due on such Payment Date (plus, if applicable, interest at the Default Rate and all other amounts, other than those described under other clauses of this Section 3.11(a), then due to Lender under the Loan Documents);
; (viv) FifthFourth, (if the obligation to fund the Capital Reserve Subaccount is no longer waived by Lender pursuant to Section 3.4 hereof) to make payments into the Capital Cash Flow Leasing Reserve Subaccount as required under Section 3.4 hereof;
3.5 and the Escrow Agreement; (viv) SixthFifth, during the continuance of a Cash Management Period, to make payments for Approved Operating Expenses as required under Section 3.6 hereof;
3.6; (viivi) SeventhSixth, to make payments into during the Rollover Reserve Subaccount as required under Section 3.5 hereof;
(viii) Eighth, if the Mezzanine Loan (or any portion thereof) is outstandingcontinuance of a Cash Management Period, to make payments in the an amount of the Monthly Mezzanine Debt Service Payment into the subordinate deposit account established under the Mezzanine Loan; and
(ix) Ninth, if the Mezzanine Loan (or any portion thereof) is outstanding, equal to all remaining Available Cash on such Payment Date shall be deposited into the subordinate deposit account established under the Mezzanine Loan or, if the Mezzanine Loan has been paid in full, all remaining Available Cash on such Payment Date shall be deposited into the Cash Collateral Subaccount in accordance with Section 3.9 hereof3.9; and (vii) Lastly, payments to Borrower of any remaining amounts.
(b) The failure of Borrower to make all of the payments required under clauses (iii) through (viiivi) of Section 3.11(a) above in full on each Payment Date shall constitute an Event of Default under this Agreement; provided, however, if adequate funds are available in the Deposit Account Cash Collateral Subaccount for such payments, the failure by the Deposit Bank to allocate such funds into the appropriate Subaccounts shall not constitute an Event of Default.
(c) Notwithstanding anything to the contrary contained in this Section 3.11, after the occurrence of an Event of Default, Lender may apply all Rents deposited into the Deposit Account Cash Collateral Subaccount and other proceeds of repayment (after disbursement to Borrower for payment of any Permitted REIT Distribution then due and payable in accordance with the provisions of Section 3.11(a)(i) above) to payment of amounts outstanding under the Loan Documents or with respect to the Mezzanine Loan, in such order and in such manner as Lender shall elect.
(d) Any funds in the Deposit Account and not previously disbursed or applied shall be disbursed to Borrower upon termination of any applicable Cash Management Period.
Appears in 1 contract
Property Cash Flow Allocation. (a) Notwithstanding anything stated to the contrary in this Agreement (but subject to Section 3.11(c) below)During any Cash Management Period, all Rents deposited into the Deposit Account during the immediately preceding Interest Period shall be applied on each Payment Date as follows in the following order of priority:
(i) First, at any time prior to the Maturity Date hereunder, to Borrower to make Permitted REIT Distributions attributable to the immediately preceding Interest Period, subject to Section 3.12 below. For so long as the Mezzanine Loan remains outstanding at any time prior to the stated maturity date of the Mezzanine Loan, notwithstanding that an Event of Default shall have occurred and be continuing, Rents deposited into the Deposit Account shall be disbursed to Borrower to make Permitted REIT Distributions to the extent that sufficient amounts are on deposit in the Deposit Account to fully fund payment of the Monthly Debt Service Payment Amount (under subsection (iv) below) and the Monthly Mezzanine Debt Service Payment Amount (under subsection (viii) below) without regard for the adequacy of all Rents then on deposit in the Deposit Account to fully fund any prior amounts described in this Section 3.11(a), subsections (ii), (iii), (v), (vi) and (vii) below. No Rents shall be disbursed to Borrower to make Permitted REIT Distributions for so long as the Mezzanine Loan remains outstanding from and after the stated maturity date of the Mezzanine Loan.
(ii) Second, (if the obligation to fund the Tax and Insurance Subaccount is no longer waived by Lender pursuant to Section 3.3 hereof) to make payments into the Tax and Insurance Subaccount as required under Section 3.3 hereof3.3;
(iiiii) ThirdSecond, to pay the monthly portion of the fees charged by the Deposit Bank in accordance with the Deposit Account Cash Management Agreement;
; (iviii) FourthThird, to Lender to pay the Monthly Debt Service Payment Amount due on such Payment Date (plus, if applicable, interest at the Default Rate and all other amounts, other than those described under other clauses of this Section 3.11(a3.9(a), then due to Lender under the Loan Documents);
; (iv) Fourth, to Borrower the monthly amount set forth in the Approved Budget for the following month as being necessary for payment of Approved Operating Expenses and Approved Capital Expenses at the Property for such month, plus the amount for Budgeted Variances (as defined in the Cash Management Agreement); (v) Fifth, (if after the obligation consummation of a Securitization, to fund pay the Capital Reserve Subaccount is no longer waived by Lender pursuant to pro rata portion of the expenses described in Section 3.4 hereof) to make payments into the Capital Reserve Subaccount as required under Section 3.4 hereof;
9.1.4; and (vi) Sixth, to make payments for Approved Operating Expenses as required under Section 3.6 hereof;
(vii) Seventh, to make payments into the Rollover Reserve Subaccount as required under Section 3.5 hereof;
(viii) Eighth, if the Mezzanine Loan (or any portion thereof) is outstandingLastly, to make payments in the an amount of the Monthly Mezzanine Debt Service Payment into the subordinate deposit account established under the Mezzanine Loan; and
(ix) Ninth, if the Mezzanine Loan (or any portion thereof) is outstanding, equal to all remaining Available Cash on such Payment Date shall be deposited into the subordinate deposit account established under the Mezzanine Loan or, if the Mezzanine Loan has been paid in full, all remaining Available Cash on such Payment Date shall be deposited into the Cash Collateral Subaccount in accordance with Section 3.9 hereof3.7.
(b) The failure of Borrower to make all of the payments required under clauses (iii) through (viiivi) of Section 3.11(a3.9(a) above in full on each Payment Date shall constitute an Event of Default under this Agreement; provided, however, if adequate funds are available in the Deposit Account for such payments, the failure by the Deposit Bank to allocate such funds into the appropriate Subaccounts shall not constitute an Event of Default.
(c) Notwithstanding anything to the contrary contained in this Section 3.113.9, after the occurrence and continuance of a Default or an Event of Default, Lender may apply all Rents deposited into the Deposit Account and other proceeds of repayment (after disbursement to Borrower for payment of any Permitted REIT Distribution then due and payable in accordance with the provisions of Section 3.11(a)(i) above) to payment of amounts outstanding under the Loan Documents or with respect to the Mezzanine Loan, in such order and in such manner as Lender shall elect.
(d) Any funds in the Deposit Account and not previously disbursed or applied shall be disbursed to Borrower upon termination of any applicable Cash Management Period.
Appears in 1 contract
Property Cash Flow Allocation. (a) Notwithstanding anything stated to the contrary in this Agreement (but subject to Section 3.11(c) below)During any Cash Management Period, all Rents deposited into the Deposit Account during the immediately preceding Interest Period shall be applied on each Payment Date as follows in the following order of priority:
(i) First, at any time prior to the Maturity Date hereunder, to Borrower to make Permitted REIT Distributions attributable to the immediately preceding Interest Period, subject to Section 3.12 below. For so long as the Mezzanine Loan remains outstanding at any time prior to the stated maturity date of the Mezzanine Loan, notwithstanding that an Event of Default shall have occurred and be continuing, Rents deposited into the Deposit Account shall be disbursed to Borrower to make Permitted REIT Distributions to the extent that sufficient amounts are on deposit in the Deposit Account to fully fund payment of the Monthly Debt Service Payment Amount (under subsection (iv) below) and the Monthly Mezzanine Debt Service Payment Amount (under subsection (viii) below) without regard for the adequacy of all Rents then on deposit in the Deposit Account to fully fund any prior amounts described in this Section 3.11(a), subsections (ii), (iii), (v), (vi) and (vii) below. No Rents shall be disbursed to Borrower to make Permitted REIT Distributions for so long as the Mezzanine Loan remains outstanding from and after the stated maturity date of the Mezzanine Loan.
(ii) Second, (if the obligation to fund the Tax and Insurance Subaccount is no longer waived by Lender pursuant to Section 3.3 hereof) to make payments into the Tax and Insurance Subaccount as required under Section 3.3 hereofSection.3.3;
(iiiii) ThirdSecond, to pay the monthly portion of the fees charged by the Deposit Bank in accordance with the Deposit Account Cash Management Agreement;
; (iviii) FourthThird, to Lender to pay the Monthly Debt Service Payment Amount due on such Payment Date (plus, if applicable, interest at the Default Rate and all other amounts, other than those described under other clauses of this Section 3.11(a3.9(a), then due to Lender under the Loan Documents);
; (iv) Fourth, to Borrower the monthly amount set forth in the Approved Budget for the following month as being necessary for payment of Approved Operating Expenses and Approved Capital Expenses at the Property for such month, plus the amount for Budgeted Variances (as defined in the Cash Management Agreement); (v) Fifth, (if after the obligation consummation of a Securitization, to fund pay the Capital Reserve Subaccount is no longer waived by Lender pursuant to pro rata portion of the expenses described in Section 3.4 hereof) to make payments into the Capital Reserve Subaccount as required under Section 3.4 hereof;
9.1.4; and (vi) Sixth, to make payments for Approved Operating Expenses as required under Section 3.6 hereof;
(vii) Seventh, to make payments into the Rollover Reserve Subaccount as required under Section 3.5 hereof;
(viii) Eighth, if the Mezzanine Loan (or any portion thereof) is outstandingLastly, to make payments in the an amount of the Monthly Mezzanine Debt Service Payment into the subordinate deposit account established under the Mezzanine Loan; and
(ix) Ninth, if the Mezzanine Loan (or any portion thereof) is outstanding, equal to all remaining Available Cash on such Payment Date shall be deposited into the subordinate deposit account established under the Mezzanine Loan or, if the Mezzanine Loan has been paid in full, all remaining Available Cash on such Payment Date shall be deposited into the Cash Collateral Subaccount in accordance with Section 3.9 hereof3.7.
(b) The failure of Borrower to make all of the payments required under clauses (iii) through (viiivi) of Section 3.11(a3.9(a) above in full on each Payment Date shall constitute an Event of Default under this Agreement; provided, however, if adequate funds are available in the Deposit Account for such payments, the failure by the Deposit Bank to allocate such funds into the appropriate Subaccounts shall not constitute an Event of Default.
(c) Notwithstanding anything to the contrary contained in this Section 3.113.9, after the occurrence and continuance of a Default or an Event of Default, Lender may apply all Rents deposited into the Deposit Account and other proceeds of repayment (after disbursement to Borrower for payment of any Permitted REIT Distribution then due and payable in accordance with the provisions of Section 3.11(a)(i) above) to payment of amounts outstanding under the Loan Documents or with respect to the Mezzanine Loan, in such order and in such manner as Lender shall elect.
(d) Any funds in the Deposit Account and not previously disbursed or applied shall be disbursed to Borrower upon termination of any applicable Cash Management Period.
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Property Cash Flow Allocation. (ai) Notwithstanding anything stated to the contrary in this Agreement (but subject to Section 3.11(c) below)During any Cash Management Period, all Rents deposited into the Deposit Account during the immediately preceding Interest Period shall be applied on each Payment Date as follows in the following order of priority:
: (i) First, at any time prior to the Maturity Date hereunder, to Borrower to make Permitted REIT Distributions attributable to the immediately preceding Interest Period, subject to Section 3.12 below. For so long as the Mezzanine Loan remains outstanding at any time prior to the stated maturity date of the Mezzanine Loan, notwithstanding that an Event of Default shall have occurred and be continuing, Rents deposited into the Deposit Account shall be disbursed to Borrower to make Permitted REIT Distributions to the extent that sufficient amounts are on deposit in the Deposit Account to fully fund payment of the Monthly Debt Service Payment Amount (under subsection (iv) below) and the Monthly Mezzanine Debt Service Payment Amount (under subsection (viii) below) without regard for the adequacy of all Rents then on deposit in the Deposit Account to fully fund any prior amounts described in this Section 3.11(a), subsections (ii), (iii), (v), (vi) and (vii) below. No Rents shall be disbursed to Borrower to make Permitted REIT Distributions for so long as the Mezzanine Loan remains outstanding from and after the stated maturity date of the Mezzanine Loan.
(ii) Second, (if the obligation to fund the Tax and Insurance Subaccount is no longer waived by Lender pursuant to Section 3.3 hereof) to make payments into the Tax and Insurance Subaccount as required under paragraph (d) of this Section 3.3 hereof;
25; (iiiii) ThirdSecond, to pay the monthly portion of the fees charged by the Deposit Bank in accordance with the Deposit Account Agreement;
; (iviii) FourthThird, to Lender to pay the Monthly Debt Service Payment Amount principal and interest due under the Note on such Payment Date (plus, if applicable, interest at the Default Rate and all other amounts, other than those described under other clauses of this paragraph (1) of this Section 3.11(a)25, then due to Lender under the Loan Documents);
; (viv) FifthFourth, (if the obligation to fund the Capital Reserve Subaccount is no longer waived by Lender pursuant to Section 3.4 hereof) to make payments into the Capital Reserve Subaccount as required under paragraph (e) of this Section 3.4 hereof;
25; (v) Fifth, to make payments of the Monthly Rollover Payment into the Rollover Reserve Subaccount, as required under paragraph (f) of this Section 25; (vi) Sixth, to make payments for Approved Operating Expenses as required under paragraph (g) of this Section 3.6 hereof;
25; (vii) Seventh, during the continuance of a Rollover Sweep Period (and if no other Cash Management Period is then continuing) to make payments in an amount equal to all remaining Available Cash on such Payment Date into the Rollover Reserve Subaccount as required under paragraph (f) of this Section 3.5 hereof;
25; and (viii) EighthLastly, if during the Mezzanine Loan continuance of a Cash Management Period described in clauses (i), (ii) or any portion thereof(iii) is outstandingof the defined term "Cash Management Period", to make payments in the an amount of the Monthly Mezzanine Debt Service Payment into the subordinate deposit account established under the Mezzanine Loan; and
(ix) Ninth, if the Mezzanine Loan (or any portion thereof) is outstanding, equal to all remaining Available Cash on such Payment Date shall be deposited into the subordinate deposit account established under the Mezzanine Loan or, if the Mezzanine Loan has been paid in full, all remaining Available Cash on such Payment Date shall be deposited into the Cash Collateral Subaccount in accordance with paragraph (j) of this Section 3.9 hereof25. Upon the termination of any Cash Management Period, provided no Event of Default is then continuing, any funds in the Operating Expense Subaccount and not previously disbursed or applied shall be fully disbursed to Borrower.
(bii) The failure of Borrower to make all of the payments required under clauses (iii) through (viii) of Section 3.11(aparagraph (i) above in full on each Payment Date shall constitute an Event of Default under this AgreementInstrument; provided, however, if adequate funds are available in the Deposit Account for such payments, the failure by the Deposit Bank to allocate such funds into the appropriate Subaccounts shall not constitute an Event of Default.
(c) . Notwithstanding anything to the contrary contained in this Section 3.1125, after the occurrence and during the continuance of an Event of Default, Lender may apply all Rents deposited into the Deposit Account and other proceeds of repayment (after disbursement to Borrower for payment of any Permitted REIT Distribution then due and payable in accordance with the provisions of Section 3.11(a)(i) above) to payment of amounts outstanding under the Loan Documents or with respect to the Mezzanine Loan, in such order and in such manner as Lender shall elect.
(d) Any funds in the Deposit Account and not previously disbursed or applied shall be disbursed to Borrower upon termination of any applicable Cash Management Period.
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Sources: Mortgage, Assignment of Leases and Rents and Security Agreement (Acadia Realty Trust)
Property Cash Flow Allocation. (a) Notwithstanding anything stated to the contrary in this Agreement (but subject to Section 3.11(c) below), all All Rents deposited into the Deposit Account during the immediately preceding Interest Period shall be applied on each Payment Date as follows in the following order of priority:
: (i) First, at any time prior to the Maturity Date hereunder, to Borrower to make Permitted REIT Distributions attributable to the immediately preceding Interest Period, subject to Section 3.12 below. For so long as the Mezzanine Loan remains outstanding at any time prior to the stated maturity date of the Mezzanine Loan, notwithstanding that an Event of Default shall have occurred and be continuing, Rents deposited into the Deposit Account shall be disbursed to Borrower to make Permitted REIT Distributions to the extent that sufficient amounts are on deposit in the Deposit Account to fully fund payment of the Monthly Debt Service Payment Amount (under subsection (iv) below) and the Monthly Mezzanine Debt Service Payment Amount (under subsection (viii) below) without regard for the adequacy of all Rents then on deposit in the Deposit Account to fully fund any prior amounts described in this Section 3.11(a), subsections (ii), (iii), (v), (vi) and (vii) below. No Rents shall be disbursed to Borrower to make Permitted REIT Distributions for so long as the Mezzanine Loan remains outstanding from and after the stated maturity date of the Mezzanine Loan.
(ii) Second, (if the obligation to fund the Tax and Insurance Subaccount is no longer waived by Lender pursuant to Section 3.3 hereof) to make payments into the Tax and Insurance Subaccount as required under Section 3.3 hereof;
3.3; (iiiii) ThirdSecond, to pay the monthly portion of the fees charged by the Deposit Bank in accordance with the Deposit Account Agreement;
; (iviii) FourthThird, to Lender to pay the Monthly Interest Payment Amount or the Monthly Debt Service Payment Amount Amount, as the case may be, due on such Payment Date (plus, if applicable, interest at the Default Rate and all other amounts, other than those described under other clauses of this Section 3.11(a), then due to Lender under the Loan Documents);
; (viv) FifthFourth, (if the obligation to fund the Capital Reserve Subaccount is no longer waived by Lender pursuant to Section 3.4 hereof) to make payments into the Capital Reserve Subaccount as and when required under Section 3.4 hereof;
3.4; (v) Fifth, to make payments into the Rollover Reserve Subaccount as and when required under Section 3.5; (vi) Sixth, during the continuance of a Cash Trap Period, to make payments for Approved Operating Expenses as required under Section 3.6 hereof;
3.6; (vii) Seventh, to make payments into Seventh during the Rollover Reserve Subaccount as required under Section 3.5 hereof;
(viii) Eighth, if the Mezzanine Loan (or any portion thereof) is outstandingcontinuance of a Cash Trap Period, to make payments in the an amount of the Monthly Mezzanine Debt Service Payment into the subordinate deposit account established under the Mezzanine Loan; and
(ix) Ninth, if the Mezzanine Loan (or any portion thereof) is outstanding, equal to all remaining Available Cash on such Payment Date shall be deposited into the subordinate deposit account established under the Mezzanine Loan or, if the Mezzanine Loan has been paid in full, all remaining Available Cash on such Payment Date shall be deposited into the Cash Collateral Subaccount in accordance with Section 3.9 hereof3.9; and (viii) Lastly, except during the continuance of a Cash Trap Period, payments to Borrowers of any remaining amounts. Notwithstanding the foregoing, except during the continuance of a Cash Trap Period provided that in any given Interest Period, all amounts referred to in the foregoing clauses (i) - (v) have been paid, then at Borrowers' request, the payments to Borrowers under the foregoing clause (viii) shall be made on a weekly basis.
(b) The failure of Borrower Borrowers to make all of the payments required under clauses (iii) through (viiivii) of Section 3.11(a) above in full on each Payment Date shall constitute an Event of Default under this Agreement; provided, however, if adequate funds are available in the Deposit Account for such payments, the failure by the Deposit Bank to allocate such funds into the appropriate Subaccounts shall not constitute an Event of Default.
(c) Notwithstanding anything to the contrary contained in this Section 3.11, after the occurrence of an Event of Default, Lender may apply all Rents deposited into the Deposit Account and other proceeds of repayment (after disbursement to Borrower for payment of any Permitted REIT Distribution then due and payable in accordance with the provisions of Section 3.11(a)(i) above) to payment of amounts outstanding under the Loan Documents or with respect to the Mezzanine Loan, in such order and in such manner as Lender shall elect.
(d) Any funds in the Deposit Account and not previously disbursed or applied shall be disbursed to Borrower upon termination of any applicable Cash Management Period.
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Property Cash Flow Allocation. (a) Notwithstanding anything stated to the contrary in this Agreement (but subject to Section 3.11(c) below)During any Cash Management Period, all Rents deposited into the Deposit Account during the immediately preceding Interest Period shall be applied on each Payment Date as follows in the following order of priority:
(i) First, at any time prior to the Maturity Date hereunder, to Borrower to make Permitted REIT Distributions attributable to the immediately preceding Interest Period, subject to Section 3.12 below. For so long as the Mezzanine Loan remains outstanding at any time prior to the stated maturity date of the Mezzanine Loan, notwithstanding that an Event of Default shall have occurred and be continuing, Rents deposited into the Deposit Account shall be disbursed to Borrower to make Permitted REIT Distributions to the extent that sufficient amounts are on deposit in the Deposit Account to fully fund payment of the Monthly Debt Service Payment Amount (under subsection (iv) below) and the Monthly Mezzanine Debt Service Payment Amount (under subsection (viii) below) without regard for the adequacy of all Rents then on deposit in the Deposit Account to fully fund any prior amounts described in this Section 3.11(a), subsections (ii), (iii), (v), (vi) and (vii) below. No Rents shall be disbursed to Borrower to make Permitted REIT Distributions for so long as the Mezzanine Loan remains outstanding from and after the stated maturity date of the Mezzanine Loan.
(ii) Second, (if the obligation to fund the Tax and Insurance Subaccount is no longer waived by Lender pursuant to Section 3.3 hereof) to make payments into the Tax and Insurance Subaccount as required under Section 3.3 hereof;
(iiiii) ThirdSecond, to pay the monthly portion of the fees charged by the Deposit Bank in accordance with the Deposit Account Agreement;
(iviii) FourthThird, to Lender to pay the Monthly Debt Service Payment Amount or the Monthly Interest Payment Amount, as the case may be, due on such Payment Date (plus, if applicable, interest at the Default Rate and all other amounts, other than those described under other clauses of this Section 3.11(a), then due to Lender under the Loan Documents);
(viv) FifthFourth, (if the obligation to fund the Capital Reserve Subaccount is no longer waived by Lender pursuant to Section 3.4 hereof) to make payments into the Capital Reserve Subaccount Subaccount, if and as required under Section 3.4 hereof;
(viv) SixthFifth, to make payments for Approved Operating Expenses as required under Section 3.6 hereof;
(viivi) SeventhSixth, to make payments into during the Rollover Reserve Subaccount as required under Section 3.5 hereof;
continuance of a Lease Sweep Period (viii) Eighth, if the Mezzanine Loan (or any portion thereof) provided no other Cash Management Period is outstandingthen continuing), to make payments in the an amount of the Monthly Mezzanine Debt Service Payment into the subordinate deposit account established under the Mezzanine Loan; and
(ix) Ninth, if the Mezzanine Loan (or any portion thereof) is outstanding, equal to all remaining Available Cash on such Payment Date shall be deposited into the subordinate deposit account established under Special Rollover Reserve Subaccount in accordance with Section 3.5.1 hereof;
(vii) Lastly, (A) during the continuance of a Cash Management Period other than a Cash Management Period triggered solely as a result of the existence of an Approved Mezzanine Loan orLoan, if the Mezzanine Loan has been paid to make payments in full, an amount equal to all remaining Available Cash on such Payment Date shall be deposited into the Cash Collateral Subaccount in accordance with Section 3.9 hereofand (B) during a Cash Management Period triggered solely as a result of an Approved Mezzanine Loan, payments to Borrower of any remaining amounts.
(b) The failure of Borrower to make all of the payments required under clauses (iii) through (viiiiv) of Section 3.11(a) above in full on each Payment Date shall constitute an Event of Default under this Agreement; provided, however, if adequate funds are available in the Deposit Account for such payments, the failure by the Deposit Bank to allocate such funds into the appropriate Subaccounts shall not constitute an Event of Default. Nothing herein, however, shall be construed to restrict Borrower from depositing its own funds (other than Rents) into the Deposit Account in order to fund any of the amounts required under clauses (i) through (iv) of Section 3.11(a) above (to the extent that the Rents previously deposited into the Deposit Account are insufficient for the same).
(c) Notwithstanding anything to the contrary contained in this Section 3.11, after the occurrence and during the continuance of a Default or an Event of Default, Lender may apply all Rents deposited into the Deposit Account and other proceeds of repayment (after disbursement to Borrower for payment of any Permitted REIT Distribution then due and payable in accordance with the provisions of Section 3.11(a)(i) above) to payment of amounts outstanding under the Loan Documents or with respect to the Mezzanine Loan, in such order and in such manner as Lender shall elect.
(d) Any funds in the Deposit Account and not previously disbursed or applied shall be disbursed to Borrower upon termination of any applicable Cash Management Period.
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