Cash Management Account. (a) Borrower shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Servicer in trust for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender. The Cash Management Account shall be entitled “Security Benefit Life Insurance Company, as Lender, pursuant to Loan Agreement dated as of July 18, 2014—Cash Management Account”. Borrower hereby grants to Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, authorizing the filing of UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Cash Management Account and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right to direct or make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower. (b) Provided no Event of Default shall have occurred and be continuing, on each Payment Date (except during the first month of any Cash Sweep Period in which the Cash Sweep Event is not an Event of Default, the disbursement shall occur on the tenth (10th) calendar day of such first month of the Cash Sweep Period) or, if such Payment Date is not a Business Day, on the immediately preceding Business Day, all funds on deposit in the Cash Management Account, if any, shall be applied by Lender to the payment of the following items in the order indicated: (i) First, payments to the Tax and Insurance Escrow Account in accordance with the terms and conditions of Section 7.2 hereof; (ii) Second, payment of the Monthly Debt Service Payment Amount, applied first to the payment of interest computed at the Interest Rate with the remainder applied to the reduction of the outstanding principal balance of the Note; (iii) Third, payments to the Replacement Reserve Account in accordance with the terms and conditions hereof; (iv) Fourth, payment to the Lender of any other amounts then due and payable under the Loan Documents; (v) Fifth, during the existence of a Cash Sweep Period, payments for monthly Cash Expenses (vi) Sixth, during the existence of a Cash Sweep Period, payments for Extraordinary Expenses approved by Lender, if any; (vii) Seventh, during the existence of a Cash Sweep Period, (A) if due to a Cash Sweep Event other than an Event of Default or a Debt Yield Trigger Event, payment of any excess amounts after the payment of items (i) through (vi) above (“Excess Cash Flow”) to be deposited into the Rollover Reserve Account in accordance with Section 7.4.1 hereof, and (B) if due to a Debt Yield Trigger Event or an Event of Default, payment of any Excess Cash Flow to be deposited into the Excess Cash Flow Reserve Account in accordance with Section 7.6.1 and to be held in accordance with the terms and conditions hereof; and (viii) Lastly, provided no Cash Sweep Period exists, to Borrower. (c) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. (d) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determine. (e) In the initial month in which a Cash Sweep Event occurs, within three (3) Business Days of receipt of a written request from Borrower, Lender shall reserve from the Cash Management Account the amount necessary to make the deposits required in Section 2.8.2(b)(i)—(iv) on the next Payment Date, and, if and when such funds are available prior to the first Payment Date after a Cash Sweep Event occurs, make the budgeted amount of monthly Operating Expenses based on the Annual Budget available to Borrower from any remaining funds to be used by Borrower to pay for Operating Expenses relating to the Property.
Appears in 1 contract
Cash Management Account. (a) During the term of the Loan, Borrower shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) to USActive 00000000.10 -45- be held by Servicer Agent in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender. The Cash Management Account shall be entitled “Security Benefit Life Insurance CompanyGrand Prix SILI II LLC as Borrower fbo JPMorgan Chase Bank, National Association, as Lender, pursuant to Loan Agreement dated as of July 18June 9, 2014—2014 – Cash Management Account”. Borrower hereby grants to Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and and, upon request from Lender, will take all actions reasonably necessary to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, authorizing the filing of UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Cash Management Account and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right to direct or make withdrawals from the Cash Management Account and all reasonable out-of-pocket costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower.
(b) Provided no Event of Default shall have occurred and be continuing, on each Payment Date (except during the first month of any Cash Sweep Period in which the Cash Sweep Event is not an Event of Default, the disbursement shall occur on the tenth (10th) calendar day of such first month of the Cash Sweep Period) or, if such Payment Date is not a Business Day, on the immediately preceding Business Day, all funds on deposit in the Cash Management Account, if any, shall be applied by Lender to the payment of the following items in the order indicated:
(i) First, payments to the Tax and Insurance Escrow Account in accordance with the terms and conditions of Section 7.2 hereof;
(ii) Second, payment of the Monthly Debt Service Payment Amount, applied first to the payment of interest computed at the Interest Rate with the remainder applied to the reduction of the outstanding principal balance of the Note;
(iii) Third, payments to the Replacement Reserve Account in accordance with the terms and conditions hereof;
(iv) Fourth, payment to the Lender of any other amounts then due and payable under the Loan Documents;
(v) Fifth, during the existence of a Cash Sweep Period, payments for monthly Cash Expenses
(vi) Sixth, during the existence of a Cash Sweep Period, payments for Extraordinary Expenses approved by Lender, if any;
(vii) Seventh, during the existence of a Cash Sweep Period, (A) if due to a Cash Sweep Event other than an Event of Default or a Debt Yield Trigger Event, payment of any excess amounts after the payment of items (i) through (vi) above (“Excess Cash Flow”) to be deposited into the Rollover Reserve Account in accordance with Section 7.4.1 hereof, and (B) if due to a Debt Yield Trigger Event or an Event of Default, payment of any Excess Cash Flow to be deposited into the Excess Cash Flow Reserve Account in accordance with Section 7.6.1 and to be held in accordance with the terms and conditions hereof; and
(viii) Lastly, provided no Cash Sweep Period exists, to Borrower.
(c) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.
(dc) All funds on deposit in the Cash Management Account following the occurrence and during the continuance of an Event of Default may be applied by Lender in such order and priority as Lender shall determine.
(e) In the initial month . Provided no Event of Default shall have occurred and be continuing all funds on deposit in which a Cash Sweep Event occurs, within three (3) Business Days of receipt of a written request from Borrower, Lender shall reserve from the Cash Management Account shall be applied by Lender in accordance with the amount necessary Cash Management Agreement and this Agreement.
(d) Borrower hereby agrees that Lender may modify the Cash Management Agreement for the purpose of establishing additional sub-accounts in connection with any payments otherwise required under this Agreement and the other Loan Documents and Lender shall provide notice thereof to make the deposits required in Section 2.8.2(b)(i)—(iv) on the next Payment Date, and, if and when such funds are available prior to the first Payment Date after a Cash Sweep Event occurs, make the budgeted amount of monthly Operating Expenses based on the Annual Budget available to Borrower from any remaining funds to be used by Borrower to pay for Operating Expenses relating to the PropertyBorrower.
Appears in 1 contract
Cash Management Account. (a) During the term of the Loan, Borrower shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Servicer Agent in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender. The Cash Management Account shall be entitled “Security Benefit Life Insurance CompanyU-Haul Co. of Florida 8, LLC, U-Haul Co. of Florida 9, LLC, U-Haul Co. of Florida 10, LLC, UHIL 8, LLC, UHIL 9, LLC, UHIL 10, LLC, UHIL 13, LLC, AREC 8, LLC, AREC 9, LLC, AREC 10, LLC, and AREC 13, LLC, as Borrower and Xxxxxx Xxxxxxx Bank, N.A., and JPMorgan Chase Bank, National Association, as Lender, pursuant to Loan Agreement dated as of July 18August 12, 2014—2015 - Cash Management Account”. .” Borrower hereby grants to Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, authorizing the filing of UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Cash Management Account and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right to direct or make withdrawals from the Cash Management Account 37 and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower.
(b) Provided no Event of Default shall have occurred and be continuing, on each Payment Date (except during the first month of any Cash Sweep Period in which the Cash Sweep Event is not an Event of Default, the disbursement shall occur on the tenth (10th) calendar day of such first month of the Cash Sweep Period) or, if such Payment Date is not a Business Day, on the immediately preceding Business Day, all funds on deposit in the Cash Management Account, if any, shall be applied by Lender to the payment of the following items in the order indicated:
(i) First, payments to the Tax and Insurance Escrow Account in accordance with the terms and conditions of Section 7.2 hereof;
(ii) Second, payment of the Monthly Debt Service Payment Amount, applied first to the payment of interest computed at the Interest Rate with the remainder applied to the reduction of the outstanding principal balance of the Note;
(iii) Third, payments to the Replacement Reserve Account in accordance with the terms and conditions hereof;
(iv) Fourth, payment to the Lender of any other amounts then due and payable under the Loan Documents;
(v) Fifth, during the existence of a Cash Sweep Period, payments for monthly Cash Expenses
(vi) Sixth, during the existence of a Cash Sweep Period, payments for Extraordinary Expenses approved by Lender, if any;
(vii) Seventh, during the existence of a Cash Sweep Period, (A) if due to a Cash Sweep Event other than an Event of Default or a Debt Yield Trigger Event, payment of any excess amounts after the payment of items (i) through (vi) above (“Excess Cash Flow”) to be deposited into the Rollover Reserve Account in accordance with Section 7.4.1 hereof, and (B) if due to a Debt Yield Trigger Event or an Event of Default, payment of any Excess Cash Flow to be deposited into the Excess Cash Flow Reserve Account in accordance with Section 7.6.1 and to be held in accordance with the terms and conditions hereof; and
(viii) Lastly, provided no Cash Sweep Period exists, to Borrower.
(c) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.
(dc) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determine.
(ed) In the initial month in which a Cash Sweep Event occurs, within three (3) Business Days of receipt of a written request from Borrower, Borrower hereby agrees that Lender shall reserve from may modify the Cash Management Account Agreement for the amount necessary purpose of establishing additional sub-accounts in connection with any payments otherwise required under this Agreement and the other Loan Documents and Lender shall provide notice thereof to make the deposits required in Section 2.8.2(b)(i)—(iv) on the next Payment Date, and, if and when such funds are available prior to the first Payment Date after a Cash Sweep Event occurs, make the budgeted amount of monthly Operating Expenses based on the Annual Budget available to Borrower from any remaining funds to be used by Borrower to pay for Operating Expenses relating to the PropertyBorrower.
Appears in 1 contract
Samples: Loan Agreement (Amerco /Nv/)
Cash Management Account. (a) Borrower Lender shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Servicer in trust for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender. The Cash Management Account shall be entitled “Security Benefit Midland National Life Insurance Company, as Lender, pursuant to Loan Agreement dated as of July 18June __, 2014—2012– Cash Management Account”. Borrower hereby grants to Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, authorizing the filing of UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Cash Management Account and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right to direct or make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower.
(b) Provided no Event of Default shall have occurred and be continuing, on each Payment Date (except during the first month of any Cash Sweep Period in which the Cash Sweep Event is not an Event of Default, the disbursement shall occur on the tenth (10th) calendar day of such first month of the Cash Sweep Period) or, if such Payment Date is not a Business Day, on the immediately preceding Business Day, ) all funds on deposit in the Cash Management Account, if any, Account shall be applied by Lender to the payment of the following items as set forth in the order indicated:
(i) First, payments to the Tax and Insurance Escrow Account in accordance with the terms and conditions of Section 7.2 hereof;
(ii) Second, payment of the Monthly Debt Service Payment Amount, applied first to the payment of interest computed at the Interest Rate with the remainder applied to the reduction of the outstanding principal balance of the Note;
(iii) Third, payments to the Replacement Reserve Account in accordance with the terms and conditions hereof;
(iv) Fourth, payment to the Lender of any other amounts then due and payable under the Loan Documents;
(v) Fifth, during the existence of a Cash Sweep Period, payments for monthly Cash Expenses
(vi) Sixth, during the existence of a Cash Sweep Period, payments for Extraordinary Expenses approved by Lender, if any;
(vii) Seventh, during the existence of a Cash Sweep Period, (A) if due to a Cash Sweep Event other than an Event of Default or a Debt Yield Trigger Event, payment of any excess amounts after the payment of items (i) through (vi) above (“Excess Cash Flow”) to be deposited into the Rollover Reserve Account in accordance with Section 7.4.1 hereof, and (B) if due to a Debt Yield Trigger Event or an Event of Default, payment of any Excess Cash Flow to be deposited into the Excess Cash Flow Reserve Account in accordance with Section 7.6.1 and to be held in accordance with the terms and conditions hereof; and
(viii) Lastly, provided no Cash Sweep Period exists, to BorrowerManagement Agreement.
(c) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.
(d) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determine.
(e) In the initial month in which a Cash Sweep Event occurs, within three (3) Business Days of receipt of a written request from Borrower, Lender shall reserve from the Cash Management Account the amount necessary to make the deposits required in Section 2.8.2(b)(i)—(iv) on the next Payment Date, and, if and when such funds are available prior to the first Payment Date after a Cash Sweep Event occurs, make the budgeted amount of monthly Operating Expenses based on the Annual Budget available to Borrower from any remaining funds to be used by Borrower to pay for Operating Expenses relating to the Property.
Appears in 1 contract
Cash Management Account. Not later than ten (a10) Business Days following delivery by Lender of written notice to Borrower indicating that a Cash Management Period exists, Lender shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Servicer with the Deposit Bank in trust for the benefit of Lender, which Cash Management Account shall be for the sole and exclusive benefit of and under the sole dominion and control of Lender. The Cash Management Account shall be entitled “Security Benefit Life Insurance Companyin the name of Borrower, as pledgor, for the sole and exclusive benefit of Lender, pursuant as secured party, or such other name as required by Lender from time to Loan Agreement dated as time. Lender will also establish subaccounts of July 18, 2014—the Cash Management AccountAccount which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). Borrower (i) hereby grants to Lender a first priority security interest in the Cash Management Account and the Subaccounts and all deposits at any time contained therein and the proceeds thereof thereof, and (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Cash Management AccountAccount and the Subaccounts, including, without limitation, authorizing the filing execution of UCC-1 Financing Statements and continuations thereofany account control agreement required by Lender. Borrower will not in any way alter alter, modify or modify close the Cash Management Account and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right to direct or make withdrawals from the Cash Management Account and all the Subaccounts in accordance with this Agreement and the Cash Management Agreement. All costs and expenses of the Deposit Bank for establishing and maintaining the Cash Management Account and the Subaccounts shall be paid by Borrower.
(b) Provided no Event of Default shall have occurred and be continuing, on each Payment Date (except during the first month of any Cash Sweep Period in which the Cash Sweep Event is not an Event of Default, the disbursement shall occur on the tenth (10th) calendar day of such first month of the Cash Sweep Period) or, if such Payment Date is not a Business Day, on the immediately preceding Business Day, all funds on deposit in the Cash Management Account, if any, shall be applied by Lender to the payment of the following items in the order indicated:
(i) First, payments to the Tax and Insurance Escrow Account in accordance with the terms and conditions of Section 7.2 hereof;
(ii) Second, payment of the Monthly Debt Service Payment Amount, applied first to the payment of interest computed at the Interest Rate with the remainder applied to the reduction of the outstanding principal balance of the Note;
(iii) Third, payments to the Replacement Reserve Account in accordance with the terms and conditions hereof;
(iv) Fourth, payment to the Lender of any other amounts then due and payable under the Loan Documents;
(v) Fifth, during the existence of a Cash Sweep Period, payments for monthly Cash Expenses
(vi) Sixth, during the existence of a Cash Sweep Period, payments for Extraordinary Expenses approved by Lender, if any;
(vii) Seventh, during the existence of a Cash Sweep Period, (A) if due to a Cash Sweep Event other than an Event of Default . All monies now or a Debt Yield Trigger Event, payment of any excess amounts after the payment of items (i) through (vi) above (“Excess Cash Flow”) to be hereafter deposited into the Rollover Reserve Account in accordance with Section 7.4.1 hereof, and (B) if due to a Debt Yield Trigger Event or an Event of Default, payment of any Excess Cash Flow to be deposited into the Excess Cash Flow Reserve Account in accordance with Section 7.6.1 and to be held in accordance with the terms and conditions hereof; and
(viii) Lastly, provided no Cash Sweep Period exists, to Borrower.
(c) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations Subaccounts shall be separate and independent, and not conditioned on any event or circumstance whatsoeverdeemed additional security for the Obligations.
(d) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determine.
(e) In the initial month in which a Cash Sweep Event occurs, within three (3) Business Days of receipt of a written request from Borrower, Lender shall reserve from the Cash Management Account the amount necessary to make the deposits required in Section 2.8.2(b)(i)—(iv) on the next Payment Date, and, if and when such funds are available prior to the first Payment Date after a Cash Sweep Event occurs, make the budgeted amount of monthly Operating Expenses based on the Annual Budget available to Borrower from any remaining funds to be used by Borrower to pay for Operating Expenses relating to the Property.
Appears in 1 contract
Cash Management Account. (a) Within five (5) Business Days of Borrower’s receipt of Lender’s notice that a Cash Sweep Event has occurred, Borrower shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Servicer Agent in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender. The Cash Management Account shall be entitled “Security Benefit Life Insurance CompanyInland Diversified Fort Xxxxx Colonial Square, L.L.C. as Borrower and JPMorgan Chase Bank, National Association, as Lender, pursuant to Loan Agreement dated as of July 18December ___, 2014—2010 - Cash Management Account”. .” Each Individual Borrower, Lender and Agent shall execute a Cash Management Agreement whereby each Individual Borrower hereby grants shall grant to Lender a first first-priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, authorizing the filing of UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Cash Management Account and will notify Lender of the account number thereof. Lender and (or Servicer on Lender’s behalf) shall have the sole right to direct or make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower.
(b) Provided no Event of Default shall have occurred and be continuing, on each Payment Date (except during the first month of any Cash Sweep Period in which the Cash Sweep Event is not an Event of Default, the disbursement shall occur on the tenth (10th) calendar day of such first month of the Cash Sweep Period) or, if such Payment Date is not a Business Day, on the immediately preceding Business Day, all funds on deposit in the Cash Management Account, if any, shall be applied by Lender to the payment of the following items in the order indicated:
(i) First, payments to the Tax and Insurance Escrow Account in accordance with the terms and conditions of Section 7.2 hereof;
(ii) Second, payment of the Monthly Debt Service Payment Amount, applied first to the payment of interest computed at the Interest Rate with the remainder applied to the reduction of the outstanding principal balance of the Note;
(iii) Third, payments to the Replacement Reserve Account in accordance with the terms and conditions hereof;
(iv) Fourth, payment to the Lender of any other amounts then due and payable under the Loan Documents;
(v) Fifth, during the existence of a Cash Sweep Period, payments for monthly Cash Expenses
(vi) Sixth, during the existence of a Cash Sweep Period, payments for Extraordinary Expenses approved by Lender, if any;
(vii) Seventh, during the existence of a Cash Sweep Period, (A) if due to a Cash Sweep Event other than an Event of Default or a Debt Yield Trigger Event, payment of any excess amounts after the payment of items (i) through (vi) above (“Excess Cash Flow”) to be deposited into the Rollover Reserve Account in accordance with Section 7.4.1 hereof, and (B) if due to a Debt Yield Trigger Event or an Event of Default, payment of any Excess Cash Flow to be deposited into the Excess Cash Flow Reserve Account in accordance with Section 7.6.1 and to be held in accordance with the terms and conditions hereof; and
(viii) Lastly, provided no Cash Sweep Period exists, to Borrower.
(c) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.
(dc) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determine.
(ed) In the initial month in which a Cash Sweep Event occurs, within three (3) Business Days of receipt of a written request from Borrower, Each Individual Borrower hereby agrees that Lender shall reserve from may modify the Cash Management Account Agreement for the amount necessary purpose of establishing additional sub-accounts in connection with any payments otherwise required under this Agreement and the other Loan Documents and Lender shall provide notice thereof to make the deposits required in Section 2.8.2(b)(i)—(iv) on the next Payment Date, and, if and when such funds are available prior to the first Payment Date after a Cash Sweep Event occurs, make the budgeted amount of monthly Operating Expenses based on the Annual Budget available to Borrower from any remaining funds to be used by Borrower to pay for Operating Expenses relating to the PropertyBorrower.
Appears in 1 contract
Samples: Loan Agreement (Inland Diversified Real Estate Trust, Inc.)
Cash Management Account. (a) Borrower shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Servicer in trust for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender. The Cash Management Account shall be entitled “Security Benefit Life Insurance CompanyTPG-SAN XXXXXX PLAZA, L.P. as debtor for the benefit of Nomura Credit & Capital, Inc., as Lender, pursuant to Loan Agreement dated as of July 18, 2014—secured party – Cash Management Account”. In connection with a Securitization or other transfer of the Loan, Lender shall have the right to cause the applicable account to be entitled with such other designation as Lender (or its successor) may select in its reasonable discretion to reflect an assignment or transfer of the Loan. Borrower hereby grants to Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, authorizing the filing of UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Cash Management Account and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right to direct or make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower.
(b) Provided no Event of Default shall have occurred and be continuing, on each Payment Date (except during the first month of any Cash Sweep Period in which the Cash Sweep Event is not an Event of Default, the disbursement shall occur on the tenth (10th) calendar day of such first month of the Cash Sweep Period) or, if such Payment Date is not a Business Day, on the immediately preceding Business Day, ) all funds on deposit in the Cash Management Account, if any, Account shall be applied by Lender to the payment of the following items in the order indicated:
(i) First, payments to the Tax and Insurance Escrow Account Reserve Fund in accordance with the terms and conditions of Section 7.2 hereof7.2;
(ii) Second, payment of the Monthly monthly Debt Service Payment Amount, applied first to amount on the payment of interest A Note computed at the Applicable Interest Rate with on the remainder applied to the reduction of the outstanding principal balance of the A Note;
(iii) Third, payments to payment of the Replacement Reserve Account in accordance with monthly Debt Service amount on the terms and conditions hereofB Note computed at the Applicable Interest Rate on the B Note;
(iv) Fourth, payment to the Lender of any other amounts then due and payable under the Loan Documents;
(v) Fifth, during the existence of a Cash Sweep Period, payments for monthly Cash Expenses
(vi) Sixth, during the existence of a Cash Sweep Period, payments for Extraordinary Expenses approved by Lender, if any;
(vii) Seventh, during the existence of a Cash Sweep Period, (A) if due to a Cash Sweep Event other than an Event of Default or a Debt Yield Trigger EventLastly, payment of any excess amounts after the payment of items (i) through (vi) above (“Excess Cash Flow”) to be deposited into the Rollover Reserve Account in accordance with Section 7.4.1 hereof, and (B) if due to a Debt Yield Trigger Event or an Event of Default, payment of any Excess Cash Flow to be deposited into the Excess Cash Flow Reserve Account in accordance with Section 7.6.1 and to be held in accordance with the terms and conditions hereof; and
(viii) Lastly, provided no Cash Sweep Period exists, to Borrower.
(c) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.
(d) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determine.
(e) In the initial month in which a Cash Sweep Event occurs, within three (3) Business Days of receipt of a written request from Borrower, Lender shall reserve from the Cash Management Account the amount necessary to make the deposits required in Section 2.8.2(b)(i)—(iv) on the next Payment Date, and, if and when such funds are available prior to the first Payment Date after a Cash Sweep Event occurs, make the budgeted amount of monthly Operating Expenses based on the Annual Budget available to Borrower from any remaining funds to be used by Borrower to pay for Operating Expenses relating to the Property.
Appears in 1 contract
Cash Management Account. (a) Borrower Lender and/or Servicer shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Servicer in trust for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender. The Cash Management Account shall be entitled “Security Benefit Life Insurance CompanyXxxxxxx Properties — Wateridge Plaza, LLC, for the benefit of Nomura Credit & Capital, Inc., its successors and assigns, as Lender, pursuant to Loan Agreement dated as of July 18March 15, 2014—2005 - Cash Management Account”. .” Borrower (i) hereby grants to Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof thereof, and (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, authorizing the executing and filing of UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Cash Management Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Cash Management Account and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right to direct or make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower.
(b) Provided no Event of Default shall have occurred and be continuing, on each Payment Date (except during the first month of any Cash Sweep Period in which the Cash Sweep Event is not an Event of Default, the disbursement shall occur on the tenth (10th) calendar day of such first month of the Cash Sweep Period) or, if such Payment Date is not a Business Day, on the immediately preceding Business Day, ) all funds on deposit in the Cash Management Account, if any, Account shall be applied by Lender to the payment of the following items in the order indicated:
(i) First, payments payment to Lender of an amount sufficient to pay the monthly deposit to the Tax and Insurance Escrow Account Funds in accordance with the terms and conditions of Section 7.2 hereof;
(ii) Second, payment to Lender of the Monthly Debt Service Interest Payment Amount, applied first to the payment of interest computed at the Interest Rate with the remainder applied to the reduction of the outstanding principal balance of the Notedue on such Payment Date;
(iii) Third, payments payment to Lender of (or reimbursement of Lender for) any reasonable miscellaneous fees or expenses (including, without limitation, any “protective advances” made by Lender in respect of the Loan) then due and payable pursuant to the Replacement Reserve Account in accordance with terms of the terms and conditions hereofLoan Documents;
(iv) Fourth, payment to the Lender of any other amounts then due and payable under the Loan DocumentsDocuments (other than the Outstanding Principal Balance and the Excess Cash Flow Principal Payment);
(v) Fifth, during the existence payment to Borrower of a Cash Sweep Period, payments for amounts necessary to pay monthly Cash Expenses incurred (A) until such time as there shall exist an applicable Approved Annual Budget, pursuant to a written request for payment submitted by Borrower to Lender specifying the individual Cash Expenses, which request and the requested Cash Expenses shall be in form and substance acceptable to Lender in its reasonable discretion or (B) after such time as there shall exist an Approved Annual Budget, in accordance with the related Approved Annual Budget pursuant to a written request for payment submitted by Borrower to Lender specifying the individual Cash Expenses, which request shall be in a form reasonably acceptable to Lender;
(vi) Sixth, during the existence payment to Borrower of a Cash Sweep Period, payments for amounts necessary to pay Extraordinary Expenses reasonably approved by Lender, if any;
(vii) Seventh, to Servicer, for transfer to the Mezzanine Cash Management Account, of an amount equal to the Mezzanine Monthly Interest Payment payable on such Payment Date and any then delinquent interest payable under the Mezzanine Loan Documents;
(viii) Eighth, during the existence of a Cash an Alaris Sweep Period, (A) but, after the Initial Maturity Date, only if due the Additional Extension Conditions shall have been satisfied prior to a Cash Sweep Event other than an Event of Default or a Debt Yield Trigger Eventthe Initial Maturity Date, payment of any excess all amounts remaining in the Cash Management Account after the payment of amounts required to fully fund items (i) through (vivii) above (the “Excess Cash Flow”) to be deposited into the Rollover Alaris Reserve Account Account;
(ix) Ninth, in accordance with Section 7.4.1 hereofthe event that the Additional Extension Conditions have not been satisfied prior to the Initial Maturity Date, and (B) if due to a Debt Yield Trigger Event whether or an Event of Defaultnot such Additional Extension Conditions shall have been satisfied thereafter, payment of any all Excess Cash Flow to be deposited into (“the “Excess Cash Flow Reserve Account in accordance with Section 7.6.1 and to Principal Payment”) shall be held in accordance with applied throughout the terms and conditions hereof; and
(viii) LastlyFirst Extension Term, provided no Cash Sweep Period exists, to Borrower.
(c) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement Second Extension Term and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoeverThird Extension Term to prepay the Outstanding Principal Balance of the Loan.
(d) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determine.
(e) In the initial month in which a Cash Sweep Event occurs, within three (3) Business Days of receipt of a written request from Borrower, Lender shall reserve from the Cash Management Account the amount necessary to make the deposits required in Section 2.8.2(b)(i)—(iv) on the next Payment Date, and, if and when such funds are available prior to the first Payment Date after a Cash Sweep Event occurs, make the budgeted amount of monthly Operating Expenses based on the Annual Budget available to Borrower from any remaining funds to be used by Borrower to pay for Operating Expenses relating to the Property.;
Appears in 1 contract
Cash Management Account. (a) Within five (5) Business Days of Borrower’s receipt of Lender’s notice that a Cash Sweep Event has occurred, Borrower shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Servicer Agent in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender. The Cash Management Account shall be entitled “Security Benefit Life Insurance CompanyInland Diversified Elk Grove Calvine, L.L.C. as Borrower and JPMorgan Chase Bank, N.A., as Lender, pursuant to Loan Agreement dated as of July 18September 1, 2014—2010 - Cash Management Account”. .” Each Individual Borrower, Lender and Agent shall execute a Cash Management Agreement whereby each Individual Borrower hereby grants shall grant to Lender a first first-priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, authorizing the filing of UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Cash Management Account and will notify Lender of the account number thereof. Lender and (or Servicer on Lender’s behalf) shall have the sole right to direct or make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower.
(b) Provided no Event of Default shall have occurred and be continuing, on each Payment Date (except during the first month of any Cash Sweep Period in which the Cash Sweep Event is not an Event of Default, the disbursement shall occur on the tenth (10th) calendar day of such first month of the Cash Sweep Period) or, if such Payment Date is not a Business Day, on the immediately preceding Business Day, all funds on deposit in the Cash Management Account, if any, shall be applied by Lender to the payment of the following items in the order indicated:
(i) First, payments to the Tax and Insurance Escrow Account in accordance with the terms and conditions of Section 7.2 hereof;
(ii) Second, payment of the Monthly Debt Service Payment Amount, applied first to the payment of interest computed at the Interest Rate with the remainder applied to the reduction of the outstanding principal balance of the Note;
(iii) Third, payments to the Replacement Reserve Account in accordance with the terms and conditions hereof;
(iv) Fourth, payment to the Lender of any other amounts then due and payable under the Loan Documents;
(v) Fifth, during the existence of a Cash Sweep Period, payments for monthly Cash Expenses
(vi) Sixth, during the existence of a Cash Sweep Period, payments for Extraordinary Expenses approved by Lender, if any;
(vii) Seventh, during the existence of a Cash Sweep Period, (A) if due to a Cash Sweep Event other than an Event of Default or a Debt Yield Trigger Event, payment of any excess amounts after the payment of items (i) through (vi) above (“Excess Cash Flow”) to be deposited into the Rollover Reserve Account in accordance with Section 7.4.1 hereof, and (B) if due to a Debt Yield Trigger Event or an Event of Default, payment of any Excess Cash Flow to be deposited into the Excess Cash Flow Reserve Account in accordance with Section 7.6.1 and to be held in accordance with the terms and conditions hereof; and
(viii) Lastly, provided no Cash Sweep Period exists, to Borrower.
(c) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.
(dc) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determine.
(ed) In the initial month in which a Cash Sweep Event occurs, within three (3) Business Days of receipt of a written request from Borrower, Each Individual Borrower hereby agrees that Lender shall reserve from may modify the Cash Management Account Agreement for the amount necessary purpose of establishing additional sub-accounts in connection with any payments otherwise required under this Agreement and the other Loan Documents and Lender shall provide notice thereof to make the deposits required in Section 2.8.2(b)(i)—(iv) on the next Payment Date, and, if and when such funds are available prior to the first Payment Date after a Cash Sweep Event occurs, make the budgeted amount of monthly Operating Expenses based on the Annual Budget available to Borrower from any remaining funds to be used by Borrower to pay for Operating Expenses relating to the PropertyBorrower.
Appears in 1 contract
Samples: Loan Agreement (Inland Diversified Real Estate Trust, Inc.)
Cash Management Account. (a) Pursuant to and in accordance with the Cash Management Agreement, Borrower shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Servicer an Eligible Institution selected by Lender (the “Cash Management Bank”) in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender. The Cash Management Account shall be entitled “Security Benefit Life Insurance CompanyP/A-Acadia Pelham Manor, LLC as Borrower and Bear Sxxxxxx Commercial Mortgage, Inc., as Lender, pursuant to Loan Agreement dated as of July 18December 10, 2014—2007 - Cash Management Account”. .” Borrower hereby grants to Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, authorizing the executing and filing of UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Cash Management Account and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right to direct or make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower.
(b) Provided During a Cash Trap Period, and provided no Event of Default shall have occurred and be continuingoccurred, on each Payment Date (except during the first month of any Cash Sweep Period in which the Cash Sweep Event is not an Event of Default, the disbursement shall occur on the tenth (10th) calendar day of such first month of the Cash Sweep Period) or, if such Payment Date is not a Business Day, on the immediately preceding Business Day), all funds on deposit in the Cash Management Account, if any, Account shall be applied by Lender to the payment of the following items as set forth in the order indicated:
(i) First, payments to the Tax and Insurance Escrow Account in accordance with the terms and conditions of Section 7.2 hereof;
(ii) Second, payment of the Monthly Debt Service Payment Amount, applied first to the payment of interest computed at the Interest Rate with the remainder applied to the reduction of the outstanding principal balance of the Note;
(iii) Third, payments to the Replacement Reserve Account in accordance with the terms and conditions hereof;
(iv) Fourth, payment to the Lender of any other amounts then due and payable under the Loan Documents;
(v) Fifth, during the existence of a Cash Sweep Period, payments for monthly Cash Expenses
(vi) Sixth, during the existence of a Cash Sweep Period, payments for Extraordinary Expenses approved by Lender, if any;
(vii) Seventh, during the existence of a Cash Sweep Period, (A) if due to a Cash Sweep Event other than an Event of Default or a Debt Yield Trigger Event, payment of any excess amounts after the payment of items (i) through (vi) above (“Excess Cash Flow”) to be deposited into the Rollover Reserve Account in accordance with Section 7.4.1 hereof, and (B) if due to a Debt Yield Trigger Event or an Event of Default, payment of any Excess Cash Flow to be deposited into the Excess Cash Flow Reserve Account in accordance with Section 7.6.1 and to be held in accordance with the terms and conditions hereof; and
(viii) Lastly, provided no Cash Sweep Period exists, to Borrower.Management Agreement
(c) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.
(d) Borrower hereby agrees that Lender may modify the Cash Management Agreement for the purpose of establishing additional sub-accounts in connection with any payments otherwise required under this Agreement and the other Loan Documents and Lender shall provide notice thereof to Borrower.
(e) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determine.
(ef) In Notwithstanding anything to the initial month in which a Cash Sweep Event occurscontrary herein, within three (3) Business Days all transfers of receipt of a written request from Borrower, Lender shall reserve 's funds from the Cash Management Account or other sources to or for the amount necessary benefit of any mezzanine lender under any Subordinate Financing pursuant to make this Agreement or any of the deposits required in Section 2.8.2(b)(i)—(iv) on the next Payment Date, and, if and when such funds are available prior other Loan Documents shall constitute distributions from Borrower to the first Payment Date after Mezzanine Borrower and must comply with the requirements as to distributions of the Delaware Limited Liability Company Act. No provision of any of the Loan Documents shall create a Cash Sweep Event occurs, make the budgeted amount of monthly Operating Expenses based on the Annual Budget available to debtor-creditor relationship between Borrower from and any remaining funds to be used by Borrower to pay for Operating Expenses relating to the Propertymezzanine or subordinate lender.
Appears in 1 contract
Cash Management Account. (a) During the term of the Loan, Borrower shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Servicer Agent in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender. The Cash Management Account shall be entitled “Security Benefit Life Insurance CompanySun Siesta Bay LLC, Sun Pheasant Ridge Limited Partnership, Sun/York L.L.C., Sun Richmond LLC, Sun Gxxxxx LLC, Sun Lake Juliana LLC, Sun Lake San Marino LLC, Sun Candlelight Village LLC, Sun Southfork LLC, Sun Four Seasons LLC, and Sun Lafayette Place LLC, as Borrower and JPMorgan Chase Bank, National Association, as Lender, pursuant to Loan Agreement dated as of July 18March 1, 2014—2011 - Cash Management Account”. .” Borrower hereby grants to Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, authorizing the filing of UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Cash Management Account and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right to direct or make withdrawals from the Cash Management Account in accordance with the terms hereof and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower.
(b) Provided no Event of Default shall have occurred and be continuing, on each Payment Date (except during the first month of any Cash Sweep Period in which the Cash Sweep Event is not an Event of Default, the disbursement shall occur on the tenth (10th) calendar day of such first month of the Cash Sweep Period) or, if such Payment Date is not a Business Day, on the immediately preceding Business Day, all funds on deposit in the Cash Management Account, if any, shall be applied by Lender to the payment of the following items in the order indicated:
(i) First, payments to the Tax and Insurance Escrow Account in accordance with the terms and conditions of Section 7.2 hereof;
(ii) Second, payment of the Monthly Debt Service Payment Amount, applied first to the payment of interest computed at the Interest Rate with the remainder applied to the reduction of the outstanding principal balance of the Note;
(iii) Third, payments to the Replacement Reserve Account in accordance with the terms and conditions hereof;
(iv) Fourth, payment to the Lender of any other amounts then due and payable under the Loan Documents;
(v) Fifth, during the existence of a Cash Sweep Period, payments for monthly Cash Expenses
(vi) Sixth, during the existence of a Cash Sweep Period, payments for Extraordinary Expenses approved by Lender, if any;
(vii) Seventh, during the existence of a Cash Sweep Period, (A) if due to a Cash Sweep Event other than an Event of Default or a Debt Yield Trigger Event, payment of any excess amounts after the payment of items (i) through (vi) above (“Excess Cash Flow”) to be deposited into the Rollover Reserve Account in accordance with Section 7.4.1 hereof, and (B) if due to a Debt Yield Trigger Event or an Event of Default, payment of any Excess Cash Flow to be deposited into the Excess Cash Flow Reserve Account in accordance with Section 7.6.1 and to be held in accordance with the terms and conditions hereof; and
(viii) Lastly, provided no Cash Sweep Period exists, to Borrower.
(c) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.
(dc) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determine.
(d) Borrower hereby agrees that Lender may modify the Cash Management Agreement for the purpose of establishing additional sub-accounts in connection with any payments otherwise required under this Agreement and the other Loan Documents and Lender shall provide notice thereof to Borrower.
(e) In Upon the initial month in which occurrence of a Cash Sweep Event occursCure, within three Borrower and Lender shall comply with Section 3.7 of the Cash Management Agreement.
(3f) Business Days of receipt of a written request from BorrowerAnything contained herein or in the Cash Management Agreement to the contrary notwithstanding, Lender shall reserve from have the right, in its sole and absolute discretion, upon the occurrence of a Hard Lockbox Event, to require that all funds deposited into the Lockbox Account be swept daily to the Cash Management Account and disbursed in a manner consistent with Section 3.6 of the amount necessary to make the deposits required in Section 2.8.2(b)(i)—(iv) on the next Payment Date, and, if and when such funds are available prior to the first Payment Date after a Cash Sweep Event occurs, make the budgeted amount of monthly Operating Expenses based on the Annual Budget available to Borrower from any remaining funds to be used by Borrower to pay for Operating Expenses relating to the PropertyManagement Agreement.
Appears in 1 contract
Samples: Loan Agreement (Sun Communities Inc)
Cash Management Account. (a) Borrower Lender and/or Servicer shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Servicer in trust for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender. The Cash Management Account shall be entitled “Security Benefit Life Insurance CompanyXxxxxxx Properties - Austin Research Park, L.P., for the benefit of Nomura Credit & Capital, Inc., its successors and assigns, as Lender, pursuant to Loan Agreement dated as of July 18March 15, 2014—2005 - Cash Management Account”. .” Borrower (i) hereby grants to Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof thereof, and (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, authorizing the executing and filing of UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Cash Management Account, will not further pledge, assign, encumber or grant a security interest in its interest in the Cash Management Account and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right to direct or make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower.
(b) Provided no Event of Default shall have occurred and be continuing, on each Payment Date (except during the first month of any Cash Sweep Period in which the Cash Sweep Event is not an Event of Default, the disbursement shall occur on the tenth (10th) calendar day of such first month of the Cash Sweep Period) or, if such Payment Date is not a Business Day, on the immediately preceding Business Day, ) all funds on deposit in the Cash Management Account, if any, Account shall be applied by Lender to the payment of the following items in the order indicated:
(i) First, payments payment to Lender of an amount sufficient to pay the monthly deposit to the Tax and Insurance Escrow Account Funds in accordance with the terms and conditions of Section 7.2 hereof;
(ii) Second, payment to Lender of the Monthly Debt Service Interest Payment Amount, applied first to the payment of interest computed at the Interest Rate with the remainder applied to the reduction of the outstanding principal balance of the Notedue on such Payment Date;
(iii) Third, payments payment to Lender of (or reimbursement of Lender for) any reasonable miscellaneous fees or expenses (including, without limitation, any “protective advances” made by Lender in respect of the Loan) then due and payable pursuant to the Replacement Reserve Account in accordance with terms of the terms and conditions hereofLoan Documents;
(iv) Fourth, payment to the Lender of any other amounts then due and payable under the Loan DocumentsDocuments (other than the Outstanding Principal Balance);
(v) Fifth, during the existence payment to Borrower of a Cash Sweep Period, payments for amounts necessary to pay monthly Cash Expenses incurred (A) until such time as there shall exist an applicable Approved Annual Budget, pursuant to a written request for payment submitted by Borrower to Lender specifying the individual Cash Expenses, which request and the requested Cash Expenses shall be in form and substance acceptable to Lender in its reasonable discretion or (B) after such time as there shall exist an Approved Annual Budget, in accordance with the related Approved Annual Budget pursuant to a written request for payment submitted by Borrower to Lender specifying the individual Cash Expenses, which request shall be in a form reasonably acceptable to Lender;
(vi) Sixth, during the existence payment to Borrower of a Cash Sweep Period, payments for amounts necessary to pay Extraordinary Expenses reasonably approved by Lender, if any;
(vii) Seventh, to Servicer, for transfer to the Mezzanine Cash Management Account, of an amount equal to the Mezzanine Monthly Interest Payment payable on such Payment Date and any then delinquent interest payable under the Mezzanine Loan Documents;
(viii) Eighth, during the existence of a Cash an Xxxxxxx Xxxxxx Sweep Period, (A) if due to a Cash Sweep Event other than an Event of Default or a Debt Yield Trigger Eventthe Loan has not been indefeasibly paid in full, payment of any excess all amounts remaining in the Cash Management Account after the payment of amounts required to fully fund items (i) through (vivii) above (the “Excess Cash Flow”) to be deposited into the Rollover Xxxxxxx Xxxxxx Reserve Account Account;
(ix) Ninth, if no Xxxxxxx Xxxxxx Sweep Period then exists or if the Loan has been indefeasibly paid in accordance with Section 7.4.1 hereoffull, and (B) if due the Mezzanine Loan is then outstanding, to a Debt Yield Trigger Event or an Event of DefaultServicer, payment of any for transfer to the Mezzanine Cash Management Account, all Excess Cash Flow to be deposited into the Excess Cash Flow Reserve Account in accordance with Section 7.6.1 and to be held in accordance with the terms and conditions hereofFlow; and
(viiix) Lastly, provided no payment to Borrower of any remaining Excess Cash Sweep Period exists, to BorrowerFlow.
(c) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from of the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.
(d) All funds on deposit in the Cash Management Account following the occurrence and during the continuance of an Event of Default may be applied by Lender in such order and priority as Lender shall determinedetermine in its sole discretion.
(e) In the initial month in which a Cash Sweep Event occurs, within three (3) Business Days of receipt of a written request from Borrower, Lender shall reserve from the Cash Management Account the amount necessary to make the deposits required in Section 2.8.2(b)(i)—(iv) on the next Payment Date, and, if and when such funds are available prior to the first Payment Date after a Cash Sweep Event occurs, make the budgeted amount of monthly Operating Expenses based on the Annual Budget available to Borrower from any remaining funds to be used by Borrower to pay for Operating Expenses relating to the Property.
Appears in 1 contract
Cash Management Account. (a) Borrower shall, or shall authorize Lender to, establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Servicer in trust for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender. The Cash Management Account shall be entitled “Security Benefit Life Insurance CompanyColumn Financial, Inc., as Lender, pursuant to Loan Agreement dated as of July 189, 2014—2004 - Cash Management Account”. .” Borrower and IDOT Guarantor hereby grants (i) grant to Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and (ii) will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, causing a control agreement to be executed and delivered and authorizing the filing of UCC-1 Financing Statements and continuations thereof. Borrower and IDOT Guarantor will not in any way alter or modify the Cash Management Account and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right to direct or make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower.
(b) Provided no Event of Default Cash Sweep Period then exists, Borrower shall have occurred pay to Lender the amounts required under items (i) through (iv) and be continuing(vi) below. During a Cash Sweep Period, on each Payment Date (except during the first month of any Cash Sweep Period in which the Cash Sweep Event is not an Event of Default, the disbursement shall occur on the tenth (10th) calendar day of such first month of the Cash Sweep Period) or, if such Payment Date is not a Business Day, on the immediately preceding Business Day, ) all funds on deposit in the Cash Management Account, if any, Account shall be applied by Lender to the payment of the following items in the order indicated:
(i) First, payment of the Ground Rent Funds in accordance with the terms and conditions hereof;
(ii) Second, payments to the Tax and Insurance Escrow Account Fund in accordance with the terms and conditions of Section 7.2 hereof;
(iiiii) SecondThird, payment of the Monthly Debt Service Payment Amount, applied first to the payment of interest computed at the Interest Rate with the remainder applied to the reduction of the outstanding principal balance of the Note;
(iii) Third, payments to the Replacement Reserve Account in accordance with the terms and conditions hereof;
(iv) Fourth, payment to the Lender of any other amounts then due and payable under the Loan Documents;; and
(v) Fifth, during if the existence of a applicable Operating Lease for an Individual Property is no longer in effect and Cash Sweep PeriodExpenses have not been paid pursuant to the applicable Management Agreement, then subject to the applicable Management Agreement, payments for monthly Cash ExpensesExpenses (including any management fees payable to Manager other than an Affiliated Manager) incurred in accordance with the related Approved Annual Budget pursuant to a written request for payment submitted by Manager to Lender specifying the individual Cash Expenses in a form acceptable to Lender;
(vi) Sixth, during payment of the existence of a Cash Sweep PeriodFF&E Reserve Funds in accordance with the terms and conditions hereof;
(vii) Seventh, payments for Extraordinary Expenses approved by Lender, if any;
(viiviii) SeventhLastly, during the existence of a Cash Sweep Period, (A) if due to a Cash Sweep Event other than an provided no Event of Default or then exists and Borrower has delivered a Debt Yield Trigger EventPayment Certificate to Lender, payment of any excess amounts after the payment of items (i) through (vi) above (“Excess Cash Flow”) to be deposited into the Rollover Reserve Account in accordance with Section 7.4.1 hereof, and (B) if due to a Debt Yield Trigger Event or an Event of Default, payment of any Excess Cash Flow to be deposited into the Excess Cash Flow Reserve Account in accordance with Section 7.6.1 and to be held in accordance with the terms and conditions hereof; and
(viii) Lastly, provided no Cash Sweep Period exists, to Borrower.
(c) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from of the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.
(d) All funds on deposit in the Cash Management Account following during the occurrence continuance of an Event of Default may be applied by Lender in such order and priority as Lender shall determinedetermine in its sole discretion.
(e) In the initial month in which a Cash Sweep Event occurs, within three (3) Business Days of receipt of a written request from Borrower, Lender shall reserve from the Cash Management Account the amount necessary to make the deposits required in Section 2.8.2(b)(i)—(iv) on the next Payment Date, and, if and when such funds are available prior to the first Payment Date after a Cash Sweep Event occurs, make the budgeted amount of monthly Operating Expenses based on the Annual Budget available to Borrower from any remaining funds to be used by Borrower to pay for Operating Expenses relating to the Property.
Appears in 1 contract
Cash Management Account. (a) During the term of the Loan, Borrower shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Servicer Cash Management Bank in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender. The Cash Management Account shall be entitled “Security Benefit Life Insurance CompanyFirst States Investors 5200, LLC as Borrower and German American Capital Corporation and Bear Xxxxxxx Commercial Mortgage, Inc., collectively as Lender, pursuant to Loan and Security Agreement dated as of July 18March 4, 2014—2005 - Cash Management Account”. .” Borrower hereby grants to Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, authorizing the filing of UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Cash Management Account and will notify Lender of the account number thereof. Lender and any Servicer shall have the sole right to direct or make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower.
(b) Provided no Event of Default shall have occurred and be continuing, on each Payment Date (except during the first month of any Cash Sweep Period in which the Cash Sweep Event is not an Event of Default, the disbursement shall occur on the tenth (10th) calendar day of such first month of the Cash Sweep Period) or, if such Payment Date is not a Business Day, on the immediately preceding Business Day, ) all funds on deposit in the Cash Management Account, if any, Account shall be applied by Lender to the payment of the following items in the order indicated:
(i) Firstfirst, payments to the Tax and Escrow Fund, the Insurance Escrow Account Fund and the Other Charges Escrow Fund on a pro rata basis in accordance with the terms and conditions of Section 7.2 16.3 hereof;
(ii) Secondsecond, either (x) with respect to each Payment Date, commencing in April, 2005 and ending in June, 2005, payment of accrued interest on the outstanding Principal Amount of the Loan at the Interest Rate, or (y) with respect to each Payment Date thereafter, commencing in July 2005, payment of the Monthly Debt Service Payment Amount, applied first to the payment of interest computed at the Interest Rate with the remainder applied to the reduction of the outstanding principal balance of the NotePrincipal Amount;
(iii) Thirdthird, payments to the Replacement Rollover Reserve Account Fund in accordance with the terms and conditions hereof;
(iv) Fourthfourth, payments to the Replacement Reserve Fund in accordance with the terms and conditions hereof;
(v) fifth, payments to the Debt Service Reserve Fund in accordance with the terms and conditions hereof;
(vi) sixth, payment to the Lender of any other amounts then due and payable under the Loan Documents;
(vvii) Fifth, during the existence of a Cash Sweep Periodseventh, payments for monthly Cash Expensesto the lender (or its servicer) under any mezzanine or other subordinate loan obtained with respect to the Properties which are then due and payable under the related loan documents; and
(viviii) Sixth, during the existence of a Cash Sweep Period, payments for Extraordinary Expenses approved by Lender, if any;
(vii) Seventh, during the existence of a Cash Sweep Period, (A) if due to a Cash Sweep Event other than an Event of Default or a Debt Yield Trigger Eventlastly, payment of any excess amounts after the payment of items (i) through (vi) above (“Excess Cash Flow”) to be deposited into the Rollover Reserve Account in accordance with Section 7.4.1 hereofBorrower’s Account, and (B) if due to unless a Debt Yield Trigger Lockbox Event or an a Non-Renewal Sweep Event of Default, payment of any shall have occurred and be continuing in which case Excess Cash Flow to shall be deposited into retained in the Excess Cash Flow Reserve Management Account and applied as described in accordance with Section 7.6.1 and to be held in accordance with the terms and conditions hereof; and
(viii3.1.2(d) Lastly, provided no Cash Sweep Period exists, to Borrowerbelow.
(c) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.
(d) All funds on deposit in the Cash Management Account following the occurrence of a Lockbox Event (other than an Event of Default) or a Non-Renewal Sweep Event shall be held in the Cash Management Account as additional collateral for the Loan and released to Borrower by the Lender only to the extent necessary to reimburse Borrower for operating expenses at the Property approved by Lender. All funds on deposit in the Cash Management Account following the occurrence of a Lockbox Event which is an Event of Default and until such time as a Cure Event with respect to such Event of Default shall have occurred may be applied by Lender in such order and priority as Lender shall determinedetermine in its sole discretion, including, without limitation, to the payment of the Indebtedness. Notwithstanding anything herein to the contrary, the Borrower shall be permitted up to three (3) Cure Events in the aggregate during the term of the Loan, and once a Cure Event occurs, all funds on deposit in the Cash Management Account shall be released to the Borrower by the Lender as Excess Cash Flow on the immediately succeeding Payment Date after all other payments required to be made on such Payment Date pursuant to Section 3.1.2(b) shall have been made.
(e) In the initial month in which a Cash Sweep Event occurs, within three (3) Business Days of receipt of a written request from Borrower, Borrower hereby agrees that Lender shall reserve from may modify the Cash Management Account Agreement for the amount necessary purpose of establishing additional sub-accounts in connection with any payments otherwise required under this Agreement and the other Loan Documents and Lender shall provide notice thereof to make the deposits required in Section 2.8.2(b)(i)—(iv) on the next Payment Date, and, if and when such funds are available prior to the first Payment Date after a Cash Sweep Event occurs, make the budgeted amount of monthly Operating Expenses based on the Annual Budget available to Borrower from any remaining funds to be used by Borrower to pay for Operating Expenses relating to the PropertyBorrower.
Appears in 1 contract
Samples: Loan and Security Agreement (KBS Real Estate Investment Trust, Inc.)
Cash Management Account. (a) During the term of the Loan, Borrower shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Servicer Cash Management Bank in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender. The Cash Management Account shall be entitled “Security Benefit Life Insurance CompanyFirst States Investors 5200, LLC as Borrower and German American Capital Corporation and Bear Xxxxxxx Commercial Mortgage, Inc., collectively as Lender, pursuant to Loan and Security Agreement dated as of July 18March 4, 20142005—Cash Management Account”. .” Borrower hereby grants to Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, authorizing the filing of UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Cash Management Account and will notify Lender of the account number thereof. Lender and any Servicer shall have the sole right to direct or make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower.
(b) Provided no Event of Default shall have occurred and be continuing, on each Payment Date (except during the first month of any Cash Sweep Period in which the Cash Sweep Event is not an Event of Default, the disbursement shall occur on the tenth (10th) calendar day of such first month of the Cash Sweep Period) or, if such Payment Date is not a Business Day, on the immediately preceding Business Day, ) all funds on deposit in the Cash Management Account, if any, Account shall be applied by Lender to the payment of the following items in the order indicated:
(i) Firstfirst, payments to the Tax and Escrow Fund, the Insurance Escrow Account Fund and the Other Charges Escrow Fund on a pro rata basis in accordance with the terms and conditions of Section 7.2 16.3 hereof;
(ii) Secondsecond, either (x) with respect to each Payment Date, commencing in April, 2005 and ending in June, 2005, payment of accrued interest on the outstanding Principal Amount of the Loan at the Interest Rate, or (y) with respect to each Payment Date thereafter, commencing in July 2005, payment of the Monthly Debt Service Payment Amount, applied first to the payment of interest computed at the Interest Rate with the remainder applied to the reduction of the outstanding principal balance of the NotePrincipal Amount;
(iii) Thirdthird, payments to the Replacement Rollover Reserve Account Fund in accordance with the terms and conditions hereof;
(iv) Fourthfourth, payments to the Replacement Reserve Fund in accordance with the terms and conditions hereof;
(v) fifth, payments to the Debt Service Reserve Fund in accordance with the terms and conditions hereof;
(vi) sixth, payment to the Lender of any other amounts then due and payable under the Loan Documents;
(vvii) Fifth, during the existence of a Cash Sweep Periodseventh, payments for monthly Cash Expensesto the lender (or its servicer) under any mezzanine or other subordinate loan obtained with respect to the Properties which are then due and payable under the related loan documents; and
(viviii) Sixth, during the existence of a Cash Sweep Period, payments for Extraordinary Expenses approved by Lender, if any;
(vii) Seventh, during the existence of a Cash Sweep Period, (A) if due to a Cash Sweep Event other than an Event of Default or a Debt Yield Trigger Eventlastly, payment of any excess amounts after the payment of items (i) through (vi) above (“Excess Cash Flow”) to be deposited into the Rollover Reserve Account in accordance with Section 7.4.1 hereofBorrower’s Account, and (B) if due to unless a Debt Yield Trigger Lockbox Event or an a Non-Renewal Sweep Event of Default, payment of any shall have occurred and be continuing in which case Excess Cash Flow to shall be deposited into retained in the Excess Cash Flow Reserve Management Account and applied as described in accordance with Section 7.6.1 and to be held in accordance with the terms and conditions hereof; and
(viii3.1.2(d) Lastly, provided no Cash Sweep Period exists, to Borrowerbelow.
(c) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.
(d) All funds on deposit in the Cash Management Account following the occurrence of a Lockbox Event (other than an Event of Default) or a Non-Renewal Sweep Event shall be held in the Cash Management Account as additional collateral for the Loan and released to Borrower by the Lender only to the extent necessary to reimburse Borrower for operating expenses at the Property approved by Lender. All funds on deposit in the Cash Management Account following the occurrence of a Lockbox Event which is an Event of Default and until such time as a Cure Event with respect to such Event of Default shall have occurred may be applied by Lender in such order and priority as Lender shall determinedetermine in its sole discretion, including, without limitation, to the payment of the Indebtedness. Notwithstanding anything herein to the contrary, the Borrower shall be permitted up to three (3) Cure Events in the aggregate during the term of the Loan, and once a Cure Event occurs, all funds on deposit in the Cash Management Account shall be released to the Borrower by the Lender as Excess Cash Flow on the immediately succeeding Payment Date after all other payments required to be made on such Payment Date pursuant to Section 3.1.2(b) shall have been made.
(e) In the initial month in which a Cash Sweep Event occurs, within three (3) Business Days of receipt of a written request from Borrower, Borrower hereby agrees that Lender shall reserve from may modify the Cash Management Account Agreement for the amount necessary purpose of establishing additional sub-accounts in connection with any payments otherwise required under this Agreement and the other Loan Documents and Lender shall provide notice thereof to make the deposits required in Section 2.8.2(b)(i)—(iv) on the next Payment Date, and, if and when such funds are available prior to the first Payment Date after a Cash Sweep Event occurs, make the budgeted amount of monthly Operating Expenses based on the Annual Budget available to Borrower from any remaining funds to be used by Borrower to pay for Operating Expenses relating to the PropertyBorrower.
Appears in 1 contract
Samples: Loan and Security Agreement (American Financial Realty Trust)
Cash Management Account. (a) During the term of the Loan, Borrower shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Servicer Agent in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender. The Cash Management Account shall be entitled “Security Benefit Life Insurance CompanyAcadia Merrillville Realty, L.P., as Borrower and Bear Xxxxxxx Commercial Mortgage, Inc., as Lender, pursuant to Loan Agreement dated as of July 182, 2014—2007 - Cash Management Account”. .” Borrower hereby grants to Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, authorizing the executing and filing of UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Cash Management Account and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right to direct or make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower.
(b) Provided no Event of Default shall have occurred and be continuing, on each Payment Date (except during the first month of any Cash Sweep Period in which the Cash Sweep Event is not an Event of Default, the disbursement shall occur on the tenth (10th) calendar day of such first month of the Cash Sweep Period) or, if such Payment Date is not a Business Day, on the immediately preceding Business Day, all funds on deposit in the Cash Management Account, if any, shall be applied by Lender to the payment of the following items in the order indicated:
(i) First, payments to the Tax and Insurance Escrow Account in accordance with the terms and conditions of Section 7.2 hereof;
(ii) Second, payment of the Monthly Debt Service Payment Amount, applied first to the payment of interest computed at the Interest Rate with the remainder applied to the reduction of the outstanding principal balance of the Note;
(iii) Third, payments to the Replacement Reserve Account in accordance with the terms and conditions hereof;
(iv) Fourth, payment to the Lender of any other amounts then due and payable under the Loan Documents;
(v) Fifth, during the existence of a Cash Sweep Period, payments for monthly Cash Expenses
(vi) Sixth, during the existence of a Cash Sweep Period, payments for Extraordinary Expenses approved by Lender, if any;
(vii) Seventh, during the existence of a Cash Sweep Period, (A) if due to a Cash Sweep Event other than an Event of Default or a Debt Yield Trigger Event, payment of any excess amounts after the payment of items (i) through (vi) above (“Excess Cash Flow”) to be deposited into the Rollover Reserve Account in accordance with Section 7.4.1 hereof, and (B) if due to a Debt Yield Trigger Event or an Event of Default, payment of any Excess Cash Flow to be deposited into the Excess Cash Flow Reserve Account in accordance with Section 7.6.1 and to be held in accordance with the terms and conditions hereof; and
(viii) Lastly, provided no Cash Sweep Period exists, to Borrower.
(c) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.
(dc) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determine.
(ed) In the initial month in which a Cash Sweep Event occurs, within three (3) Business Days of receipt of a written request from Borrower, Borrower hereby agrees that Lender shall reserve from may modify the Cash Management Account Agreement for the amount necessary purpose of establishing additional sub-accounts in connection with any payments otherwise required under this Agreement and the other Loan Documents and Lender shall provide notice thereof to make the deposits required in Section 2.8.2(b)(i)—(iv) on the next Payment Date, and, if and when such funds are available prior to the first Payment Date after a Cash Sweep Event occurs, make the budgeted amount of monthly Operating Expenses based on the Annual Budget available to Borrower from any remaining funds to be used by Borrower to pay for Operating Expenses relating to the PropertyBorrower.
Appears in 1 contract
Samples: Loan Agreement (Acadia Realty Trust)
Cash Management Account. (a) During the term of the Loan, Borrower shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Servicer Agent in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender. The Cash Management Account shall be entitled “Security Benefit Life Insurance CompanySHC Michigan Avenue, LLC and New DTRS Michigan Avenue, LLC as Borrower and JPMorgan Chase Bank, National Association, as Lender, pursuant to Loan Agreement dated as of July 1828, 2014—2011 - Cash Management Account”. .” Borrower hereby grants to Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, authorizing the filing of UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Cash Management Account and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right to direct or make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower.
(b) Provided no Event of Default shall have occurred and be continuing, on each Payment Date (except during the first month of any Cash Sweep Period in which the Cash Sweep Event is not an Event of Default, the disbursement shall occur on the tenth (10th) calendar day of such first month of the Cash Sweep Period) or, if such Payment Date is not a Business Day, on the immediately preceding Business Day, all funds on deposit in the Cash Management Account, if any, shall be applied by Lender to the payment of the following items in the order indicated:
(i) First, payments to the Tax and Insurance Escrow Account in accordance with the terms and conditions of Section 7.2 hereof;
(ii) Second, payment of the Monthly Debt Service Payment Amount, applied first to the payment of interest computed at the Interest Rate with the remainder applied to the reduction of the outstanding principal balance of the Note;
(iii) Third, payments to the Replacement Reserve Account in accordance with the terms and conditions hereof;
(iv) Fourth, payment to the Lender of any other amounts then due and payable under the Loan Documents;
(v) Fifth, during the existence of a Cash Sweep Period, payments for monthly Cash Expenses
(vi) Sixth, during the existence of a Cash Sweep Period, payments for Extraordinary Expenses approved by Lender, if any;
(vii) Seventh, during the existence of a Cash Sweep Period, (A) if due to a Cash Sweep Event other than an Event of Default or a Debt Yield Trigger Event, payment of any excess amounts after the payment of items (i) through (vi) above (“Excess Cash Flow”) to be deposited into the Rollover Reserve Account in accordance with Section 7.4.1 hereof, and (B) if due to a Debt Yield Trigger Event or an Event of Default, payment of any Excess Cash Flow to be deposited into the Excess Cash Flow Reserve Account in accordance with Section 7.6.1 and to be held in accordance with the terms and conditions hereof; and
(viii) Lastly, provided no Cash Sweep Period exists, to Borrower.
(c) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.
(dc) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determine.
(ed) Borrower hereby agrees that Lender may modify the Cash Management Agreement for the purpose of establishing additional sub-accounts in connection with any payments otherwise required under this Agreement and the other Loan Documents and Lender shall provide notice thereof to Borrower. In addition, in the initial month event the current Management Agreement is terminated or is no longer in which effect, Borrower agrees that in connection with a Replacement Management Agreement that is not with a Pre-Approved Cash Sweep Event occurs, within three (3) Business Days of receipt of a written request from BorrowerManagement Manager, Lender shall reserve may modify the Cash Management Agreement for the purpose of providing direct payment from Manager, retail tenants, credit card companies and other parties into the Lockbox Account, and payment by Lockbox Bank to the Cash Management Account of all amounts on deposit in the amount necessary Lockbox Account once every Business Day throughout the term of the Loan.
(e) Borrower shall obtain from Lockbox Bank its agreement to make the deposits required in Section 2.8.2(b)(i)—(iv) on the next Payment Date, and, if and when such funds are available prior transfer to the first Payment Date after a Cash Sweep Event occurs, make Management Account in immediately available funds by federal wire transfer all amounts on deposit in the budgeted amount Lockbox Account once every Business Day throughout the term of monthly Operating Expenses based on the Annual Budget available to Borrower from any remaining funds to be used by Borrower to pay for Operating Expenses relating to the PropertyLoan.
Appears in 1 contract
Cash Management Account. (a) Within five (5) Business Days of Borrower’s receipt of Lender’s notice that a Cash Sweep Event has occurred, Borrower shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Servicer Agent in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender. The Cash Management Account shall be entitled “Security Benefit Life Insurance CompanyIREIT Mobile Xxxxxx XX, L.L.C., a Delaware limited liability company, as Borrower and JPMorgan Chase Bank, National Association, as Lender, pursuant to Loan Agreement dated as of July 18December 28, 2014—2012 - Cash Management Account”. .” Borrower, Lender and Agent shall execute a Cash Management Agreement whereby Borrower hereby grants shall grant to Lender a first first-priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, authorizing the filing of UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Cash Management Account and will notify Lender of the account number thereof. Lender and (or Servicer on Lender’s behalf) shall have the sole right to direct or make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower.
(b) Provided no Event of Default shall have occurred and be continuing, on each Payment Date (except during the first month of any Cash Sweep Period in which the Cash Sweep Event is not an Event of Default, the disbursement shall occur on the tenth (10th) calendar day of such first month of the Cash Sweep Period) or, if such Payment Date is not a Business Day, on the immediately preceding Business Day, all funds on deposit in the Cash Management Account, if any, shall be applied by Lender to the payment of the following items in the order indicated:
(i) First, payments to the Tax and Insurance Escrow Account in accordance with the terms and conditions of Section 7.2 hereof;
(ii) Second, payment of the Monthly Debt Service Payment Amount, applied first to the payment of interest computed at the Interest Rate with the remainder applied to the reduction of the outstanding principal balance of the Note;
(iii) Third, payments to the Replacement Reserve Account in accordance with the terms and conditions hereof;
(iv) Fourth, payment to the Lender of any other amounts then due and payable under the Loan Documents;
(v) Fifth, during the existence of a Cash Sweep Period, payments for monthly Cash Expenses
(vi) Sixth, during the existence of a Cash Sweep Period, payments for Extraordinary Expenses approved by Lender, if any;
(vii) Seventh, during the existence of a Cash Sweep Period, (A) if due to a Cash Sweep Event other than an Event of Default or a Debt Yield Trigger Event, payment of any excess amounts after the payment of items (i) through (vi) above (“Excess Cash Flow”) to be deposited into the Rollover Reserve Account in accordance with Section 7.4.1 hereof, and (B) if due to a Debt Yield Trigger Event or an Event of Default, payment of any Excess Cash Flow to be deposited into the Excess Cash Flow Reserve Account in accordance with Section 7.6.1 and to be held in accordance with the terms and conditions hereof; and
(viii) Lastly, provided no Cash Sweep Period exists, to Borrower.
(c) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.
(dc) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determine.
(d) Borrower hereby agrees that Lender may modify the Cash Management Agreement for the purpose of establishing additional sub-accounts in connection with any payments otherwise required under this Agreement and the other Loan Documents and Lender shall provide notice thereof to Borrower.
(e) In the initial month in which event of a Cash Sweep Period related solely to an Existing Mezzanine Loan Trigger and no other Cash Sweep Event occursthen exists, within three (3) Business Days of receipt of a written request from Borrower, Lender shall reserve from all Excess Cash Flow in the Cash Management Account shall be delivered to Existing Mezzanine Lender and applied in accordance with the amount necessary to make the deposits required in Section 2.8.2(b)(i)—(iv) on the next Payment Date, and, if and when such funds are available prior to the first Payment Date after a Cash Sweep Event occurs, make the budgeted amount of monthly Operating Expenses based on the Annual Budget available to Borrower from any remaining funds to be used by Borrower to pay for Operating Expenses relating to the PropertyExisting Mezzanine Loan Documents.
Appears in 1 contract
Samples: Loan Agreement (Inland Real Estate Income Trust, Inc.)
Cash Management Account. Simultaneously herewith, Grantor and Beneficiary shall enter into a Cash Management Agreement (a“Cash Management Agreement”) Borrower with LaSalle Bank National Association, as “Agent”. During a Cash Management Period, Grantor shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Servicer Agent in trust and for the benefit of LenderBeneficiary, which Cash Management Account shall be under the sole dominion and control of LenderBeneficiary. The Cash Management Account shall be entitled “Security Benefit Life Insurance CompanyNNN Lenox Medical, LLC, as Borrower and LaSalle Bank National Association, as Lender, pursuant to Loan Deed of Trust, Security Agreement and Fixture Filing dated as of July 18January 2, 2014—2007 – Cash Management Account”. Borrower All monies now or hereafter deposited into the Cash Management Account shall be deemed additional security for the Indebtedness. Grantor hereby grants to Lender Beneficiary a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender Beneficiary a perfected first priority security interest in the Cash Management Account. In addition, including, without limitation, authorizing the filing of UCC-1 Grantor hereby authorizes Beneficiary to prepare and file UCC Financing Statements and continuations thereof. Borrower Grantor will not in any way alter or modify the Cash Management Account and will notify Lender Beneficiary of the account number thereof. Lender and Servicer Grantor shall not further pledge, assign or grant any security interest in the Cash Management Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming Beneficiary as the secured party, to be filed with respect thereto. During a Cash Management Period, on each date that a payment is due Beneficiary under the Loan Documents (a “Payment Date”) (or, if such Payment Date is not a Business Day, on the immediately preceding Business Day) all funds on deposit in the Cash Management Account shall be applied by Beneficiary as provided in the Cash Management Agreement. Beneficiary and/or any servicer shall have the sole right to direct or make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower.
(b) Provided no Event of Default shall have occurred and be continuing, on each Payment Date (except during the first month of any Cash Sweep Period in which the Cash Sweep Event is not an Event of Default, the disbursement shall occur on the tenth (10th) calendar day of such first month of the Cash Sweep Period) or, if such Payment Date is not a Business Day, on the immediately preceding Business Day, all funds on deposit in the Cash Management Account, if any, shall be applied by Lender to the payment of the following items in the order indicated:
(i) First, payments to the Tax and Insurance Escrow Account in accordance with the terms and conditions of Section 7.2 hereof;
(ii) Second, payment of the Monthly Debt Service Payment Amount, applied first to the payment of interest computed at the Interest Rate with the remainder applied to the reduction of the outstanding principal balance of the Note;
(iii) Third, payments to the Replacement Reserve Account in accordance with the terms and conditions hereof;
(iv) Fourth, payment to the Lender of any other amounts then due and payable under the Loan Documents;
(v) Fifth, during the existence of a Cash Sweep Period, payments for monthly Cash Expenses
(vi) Sixth, during the existence of a Cash Sweep Period, payments for Extraordinary Expenses approved by Lender, if any;
(vii) Seventh, during the existence of a Cash Sweep Period, (A) if due to a Cash Sweep Event other than an Event of Default or a Debt Yield Trigger Event, payment of any excess amounts after the payment of items (i) through (vi) above (“Excess Cash Flow”) to be deposited into the Rollover Reserve Account in accordance with Section 7.4.1 hereof, and (B) if due to a Debt Yield Trigger Event or an Event of Default, payment of any Excess Cash Flow to be deposited into the Excess Cash Flow Reserve Account in accordance with Section 7.6.1 and to be held in accordance with the terms and conditions hereof; and
(viii) Lastly, provided no Cash Sweep Period exists, to Borrower.
(c) Grantor. The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower Grantor from the obligation to make any payments, as and when due pursuant to this Agreement Deed of Trust and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.
(d) All funds on deposit in the Cash Management Account following . Upon the occurrence of an Event of Default may be applied by Lender Default, Beneficiary may, in addition to any and all other rights and remedies available to Beneficiary, apply any sums then present in the Cash Management Account to the payment of the Indebtedness in such order and priority as Lender Beneficiary shall determine.
. Grantor hereby agrees that Beneficiary may modify the Cash Management Agreement for the purpose of establishing additional sub-accounts in connection with any payments otherwise required under this Deed of Trust and the other Loan Documents and Beneficiary shall provide notice thereof to Grantor. Grantor shall indemnify, defend and hold Beneficiary harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (eincluding litigation costs and reasonable attorneys fees and expenses) In the initial month arising from or in which a Cash Sweep Event occurs, within three (3) Business Days of receipt of a written request from Borrower, Lender shall reserve from any way connected with the Cash Management Account (unless arising from the amount necessary gross negligence or willful misconduct of Beneficiary) or the performance of the obligations for which the Cash Management Account was established. Notwithstanding anything to make the deposits contrary contained in this Deed of Trust and the other Loan Documents, and provided no Event of Default has occurred and is continuing, during a Cash Management Period, Grantor’s obligations with respect to the payment of the monthly debt service payment required under the Note and amounts due hereunder for escrows for taxes, ground rents, insurance, Replacement Reserves, TI and Leasing Reserves, and any other payment reserves established pursuant to this Deed of Trust or any other Loan Document shall be deemed satisfied to the extent sufficient amounts are deposited in Section 2.8.2(b)(i)—(iv) the Cash Management Account established pursuant to the Cash Management Agreement to satisfy such obligations on the next Payment Datedates each such payment is required, and, if and when regardless of whether any of such funds amounts are available prior to the first Payment Date after a Cash Sweep Event occurs, make the budgeted amount of monthly Operating Expenses based on the Annual Budget available to Borrower from any remaining funds to be used so applied by Borrower to pay for Operating Expenses relating to the PropertyBeneficiary.
Appears in 1 contract
Cash Management Account. (a) During the Term, Borrower shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Servicer Cash Management Account Bank in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender or the Servicer on behalf of Lender. The Cash Management Account shall be entitled “Security Benefit Life Insurance Company, as Lender, pursuant to Loan Agreement dated as of July 18, 2014—Cash Management Account”. Borrower hereby grants to Lender a first first-priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first first-priority security interest in the Cash Management Account, including, without limitation, authorizing the filing of UCC-1 Financing Statements UCC‑1 financing statements and continuations thereof. Borrower will not in any way alter or modify the Cash Management Account and will notify Lender of the account number thereofAccount. Lender and Servicer on behalf of Lender shall have the sole right to direct or make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower.
(b) Provided no Event of Default shall have occurred and be continuing, on each Payment Date (except during the first month of any Cash Sweep Period in which the Cash Sweep Event is not an Event of Default, the disbursement shall occur on the tenth (10th) calendar day of such first month of the Cash Sweep Period) or, if such Payment Date is not a Business Day, on the immediately preceding Business Day, all funds on deposit in the Cash Management Account, if any, shall be applied by Lender to the payment of the following items in the order indicated:
(i) First, payments to the Tax and Insurance Escrow Account in accordance with the terms and conditions of Section 7.2 hereof;
(ii) Second, payment of the Monthly Debt Service Payment Amount, applied first to the payment of interest computed at the Interest Rate with the remainder applied to the reduction of the outstanding principal balance of the Note;
(iii) Third, payments to the Replacement Reserve Account in accordance with the terms and conditions hereof;
(iv) Fourth, payment to the Lender of any other amounts then due and payable under the Loan Documents;
(v) Fifth, during the existence of a Cash Sweep Period, payments for monthly Cash Expenses
(vi) Sixth, during the existence of a Cash Sweep Period, payments for Extraordinary Expenses approved by Lender, if any;
(vii) Seventh, during the existence of a Cash Sweep Period, (A) if due to a Cash Sweep Event other than an Event of Default or a Debt Yield Trigger Event, payment of any excess amounts after the payment of items (i) through (vi) above (“Excess Cash Flow”) to be deposited into the Rollover Reserve Account in accordance with Section 7.4.1 hereof, and (B) if due to a Debt Yield Trigger Event or an Event of Default, payment of any Excess Cash Flow to be deposited into the Excess Cash Flow Reserve Account in accordance with Section 7.6.1 and to be held in accordance with the terms and conditions hereof; and
(viii) Lastly, provided no Cash Sweep Period exists, to Borrower.
(c) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.
(dc) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determine.
(ed) In the initial month event of any Transfer of any Property, Borrower shall (or shall cause Manager or the closing title company or escrow agent, as applicable, to) deposit directly into the Cash Management Account the Net Transfer Proceeds for allocation in which a accordance with the terms of this Agreement. Borrower shall cause all Cap Receipts to be paid directly to the Cash Sweep Event occursManagement Account. Except as expressly provided herein, Borrower shall, and shall cause Manager to, deposit any other Collections received by or on behalf of Borrower directly into the Cash Management Account or Rent Deposit Account within three (3) Business Days following receipt thereof; provided, that Insurance Proceeds and Condemnation Proceeds shall be handled in accordance with Sections 5.2, 5.3 and 5.4.
(e) Lender may also establish subaccounts of receipt of a written request from Borrower, Lender shall reserve from the Cash Management Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Reserve Funds will be maintained in Subaccounts.
(f) The Cash Management Account and all other Subaccounts shall be subject to the amount necessary Blocked Account Control Agreement and shall be under the sole control and dominion of Lender or Servicer on behalf of Lender. Neither Borrower nor Manager shall have the right of withdrawal with respect to make the deposits required Cash Management Account or any Subaccounts except with the prior written consent of Lender, and neither Borrower, Manager, nor any Person claiming on or behalf of or through Borrower or Manager shall have any right or authority to give instructions with respect to the Cash Management Account or the Subaccounts.
(g) Borrower acknowledges and agrees that Cash Management Account Bank shall comply with (i) the instructions originated by Lender with respect to the disposition of funds in the Cash Management Account and the Subaccounts without the further consent of Borrower or Manager or any other Person and (ii) all “entitlement orders” (as defined in Section 2.8.2(b)(i)—(iv8-102(a)(8) on of the next Payment Date, and, if UCC) and when such funds are available prior to instructions originated by Lender directing the first Payment Date after a Cash Sweep Event occurs, make the budgeted amount transfer or redemption of monthly Operating Expenses based on the Annual Budget available to Borrower from any remaining funds to be used by Borrower to pay for Operating Expenses financial asset relating to the PropertyCash Management Account or any Subaccount without further consent by Borrower or any other Person. The Cash Management Account and each Subaccount is and shall be treated either as a “securities account”, as such term is defined in Section 8-501(a) of the UCC, or a “deposit account”, as defined in Section 9-102(a)(29) of the UCC.
(h) During the Term, Borrower shall not and shall cause Manager not to deposit Rents or other Collections into any account other than a Rent Deposit Account or the Cash Management Account.
Appears in 1 contract
Cash Management Account. (a) Borrower shall establish and maintain Upon the occurrence of a Cash Sweep Event, a segregated Eligible Account (the “Cash Management Account”) to shall be held by Servicer established and maintained with Deposit Bank in trust Borrower’s name for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender. The Cash Management Account shall be entitled “Security Benefit Life Insurance Company, as Lender, pursuant to Loan Agreement dated as of July 18, 2014—Cash Management Account”. Borrower hereby grants to Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will shall take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitationat Lxxxxx’s request, authorizing the filing of UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Cash Management Account and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right to direct or make withdrawals from the Cash Management Account and all reasonable costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower.
(b) Provided no Event of Default shall have occurred and be continuing, on each Payment Date (except during the first month of any Cash Sweep Period in which the Cash Sweep Event is not an Event of Default, the disbursement shall occur on the tenth (10th) calendar day of such first month of the Cash Sweep Period) or, if such Payment Date is not a Business Day, on the immediately preceding Business Day, all funds on deposit in the Cash Management Account, if any, shall be applied by Lender to the payment of the following items in the order indicated:
(i) First, payments to the Tax and Insurance Escrow Account in accordance with the terms and conditions of Section 7.2 hereof;
(ii) Second, payment of the Monthly Debt Service Payment Amount, applied first to the payment of interest computed at the Interest Rate with the remainder applied to the reduction of the outstanding principal balance of the Note;
(iii) Third, payments to the Replacement Reserve Account in accordance with the terms and conditions hereof;
(iv) Fourth, payment to the Lender of any other amounts then due and payable under the Loan Documents;
(v) Fifth, during the existence of a Cash Sweep Period, payments for monthly Cash Expenses
(vi) Sixth, during the existence of a Cash Sweep Period, payments for Extraordinary Expenses approved by Lender, if any;
(vii) Seventh, during the existence of a Cash Sweep Period, (A) if due to a Cash Sweep Event other than an Event of Default or a Debt Yield Trigger Event, payment of any excess amounts after the payment of items (i) through (vi) above (“Excess Cash Flow”) to be deposited into the Rollover Reserve Account in accordance with Section 7.4.1 hereof, and (B) if due to a Debt Yield Trigger Event or an Event of Default, payment of any Excess Cash Flow to be deposited into the Excess Cash Flow Reserve Account in accordance with Section 7.6.1 and to be held in accordance with the terms and conditions hereof; and
(viii) Lastly, provided no Cash Sweep Period exists, to Borrower.
(c) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.
(dc) All funds on deposit in the Cash Management Account following during the occurrence continuance of an Event of Default or any Bankruptcy Action of Borrower may be applied by Lender in such order and priority as Lender shall determine. Upon cessation (or waiver) of such Event of Default or Bankruptcy Action, all such funds (to the extent same have not been applied to the Debt) shall be returned to the Clearing Account.
(ed) In the initial month in which a Cash Sweep Event occursBxxxxxxx hereby agrees that Lender may, within three (3) Business Days at no cost or expense of receipt of a written request from Borrower, Lender shall reserve from modify the Cash Management Account Agreement for the amount necessary sole purpose of establishing additional sub-accounts in connection with any payments otherwise required under this Agreement and the other Loan Documents and Lender shall provide notice thereof to make the deposits required in Section 2.8.2(b)(i)—(iv) on the next Payment Date, and, if and when such funds are available prior to the first Payment Date after a Cash Sweep Event occurs, make the budgeted amount of monthly Operating Expenses based on the Annual Budget available to Borrower from any remaining funds to be used by Borrower to pay for Operating Expenses relating to the PropertyBorrower.
Appears in 1 contract
Cash Management Account. (a) Borrower and Baltimore Owner shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Servicer in trust for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender. The Cash Management Account shall be entitled “Security Benefit Life Insurance CompanyW-#2 Baltimore, as LenderLLC, pursuant to Loan Agreement dated as of July 18W-Boston, 2014—LLC, El Conquistador Partnership L.P., S.E., Xxxxxxx de San Xxxx Associates, Ft. Lauderdale Owner, LLC, Atlanta American Owner, LLC, Casa Marina Owner, LLC, Key West Reach Owner, LLC and Xxxxxx Real Estate Group Joint Venture - JPMorgan Chase Bank, N.A./Bear Xxxxxxx Commercial Mortgage, Inc. - Cash Management Account”.” The Cash Management Account shall segregate separately for each Minority Interest Property any sums received from a Property Account for such Minority Interest Property. Borrower hereby grants to Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, authorizing the executing and filing of UCC-1 Financing Statements and continuations thereof. Borrower and Baltimore Owner will not in any way alter or modify the Cash Management Account without Lender’s consent and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right to direct or make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower. In addition, any such withdrawals of the funds separately segregated for a Minority Interest Property may only be applied to reduce the applicable Minority Interest Debt for that Minority Interest Property or to pay Operating Expenses, Extraordinary Expenses or Capital Expenditures associated with such Minority Interest Property.
(b) Provided no Event of Default shall have occurred and be continuing, on each Payment Date (except during after the first month occurrence of any Cash Sweep Period in which the a Cash Sweep Event is not an Event and prior to the occurrence of Default, the disbursement shall occur on the tenth (10th) calendar day of such first month of the a Cash Sweep Period) Cure (or, if such Payment Date is not a Business Day, on the immediately preceding succeeding Business Day, ) all funds on deposit in the Cash Management Account, if any, Account shall be applied by Lender to the payment of the following items in the order indicated:indicated (provided, however, that any funds in the Cash Management Account attributable to a Minority Interest Property may only be applied to the applicable Minority Interest Debt and Operating Expenses, Extraordinary Expenses and Capital Expenditures of such Minority Interest Property):
(i) First, payments the monthly payment to the Ground Lease Escrow Fund in accordance with the terms and conditions of Section 7.4 hereof;
(ii) Second, the monthly payment to the Tax and Insurance Escrow Account Fund in accordance with the terms and conditions of Section 7.2 hereof (including the provisions of Section 7.2(b) hereof;
(ii) Second, payment of the Monthly Debt Service Payment Amount, applied first to the payment of interest computed at the Interest Rate with the remainder applied to the reduction of the outstanding principal balance of the Note);
(iii) Third, payments to payment of the Replacement Reserve Account monthly Debt Service in accordance with the terms and conditions hereof;
(iv) Fourth, funds sufficient to pay any interest accruing at the Default Rate and late payment charges, if any, shall be deposited in Debt Service Account;
(v) Fifth, funds sufficient to pay the customary and reasonable cash management servicing fees associated with the administration of the Accounts for the calendar month immediately preceding such Payment Date shall be deposited in the Cash Management Servicing Fees Account;
(vi) Sixth, the monthly payment, if any, to the Replacement Reserve Fund in accordance with the terms and conditions of Section 7.3 (including the provisions of Section 7.3.4);
(vii) Seventh, payment to the Lender of any other amounts then due and payable under the Loan Documents;
(vviii) FifthEighth, during payment to Borrower of an amount sufficient to pay the existence of a Cash Sweep Periodmonthly Operating Expenses and Capital Expenditures pursuant to the applicable Approved Annual Budget; provided, payments for monthly Cash Expenseshowever, franchise and management fees included in such Operating Expenses shall not exceed the Maximum Allowable Fees;
(viix) SixthNinth, during the existence payment to Borrower of a Cash Sweep Periodan amount sufficient to pay Extraordinary Expenses, payments for Extraordinary Expenses if any, approved by Lender, if any;
(viix) SeventhTenth, during the existence of a Cash Sweep Period, (A) if due to a Cash Sweep Event other than an provided no Event of Default has occurred and is continuing, funds sufficient to pay monthly debt service and the other amounts due and payable under the Mezzanine A Loan, which amount shall be deposited into the Mezzanine A Debt Service Account;
(xi) Eleventh, provided no Event of Default has occurred and is continuing, funds sufficient to pay monthly debt service and the other amounts due and payable under the Mezzanine B Loan, which amount shall be deposited into the Mezzanine B Debt Service Account;
(xii) Twelfth, provided no Event of Default has occurred and is continuing, funds sufficient to pay monthly debt service and the other amounts due and payable under the Mezzanine C Loan, which amount shall be deposited into the Mezzanine C Debt Service Account;
(xiii) Thirteenth, payment to Borrower of an amount sufficient to pay franchise and management fees constituting a portion of monthly Operating Expenses in excess of the Maximum Allowable Fees; provided that such franchise and management fees are payable in favor of franchisors and managers that are not Affiliates of Borrower, Baltimore Owner or a Debt Yield Trigger EventGuarantor; and
(xiv) Lastly, payment of any all excess amounts after the payment of items (i) through (vi) above (“Excess Cash Flow”) to be deposited into the Rollover Reserve Account in accordance with Section 7.4.1 hereof, and (B) if due to a Debt Yield Trigger Event or an Event of Default, payment of any Excess Cash Flow to be deposited into the Excess Cash Flow Reserve Account in accordance with Section 7.6.1 and Lender to be held or applied in accordance with the terms and conditions hereof; and
(viii) Lastly, provided no Cash Sweep Period exists, to Borrower.
(c) The insufficiency Provided no Event of funds Default shall have occurred and be continuing, upon the occurrence of a Cash Sweep Cure, the Ground Lease Escrow Fund (other than an amount equal to the amount of the Initial Ground Lease Escrow Deposit or the Subsequent Ground Lease Escrow Deposit, as applicable), the Replacement Reserve Fund, the Tax and Insurance Escrow Fund and any other amounts deposited pursuant to the provisions of this Section 2.6.2 (other than any Cash Sweep Cure Deposit and in each case not otherwise required to be held by Lender in a Reserve Fund pursuant to the provisions of Article VII hereof) and then remaining on deposit in the Cash Management Account shall not relieve Borrower from (including in the obligation to make Excess Cash Reserve Account other than any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations Cash Sweep Cure Deposit) shall be separate and independent, and not conditioned on any event or circumstance whatsoeverpromptly disbursed to the applicable Individual Borrower.
(d) All funds amounts paid to Lender pursuant to Section 2.6.2(b)(xiv) hereof (and, if applicable, to effect a Cash Sweep Cure pursuant to clause (a) of the definition of the term “Cash Sweep Cure”, including any Letter of Credit) (a “Cash Sweep Cure Deposit”) shall be referred to as the “Excess Cash Reserve Fund” and the account in which such amounts are held shall be referred to as the “Excess Cash Reserve Account”. All amounts deposited in the Excess Cash Reserve Fund shall be treated as a “Reserve Fund” for purposes of Section 7.5 hereof. Provided no Event of Default shall have occurred and be continuing, in the event of a Cash Sweep Cure pursuant to clause (b) or (c) of the definition of the term “Cash Sweep Cure”, the amount then remaining on deposit in the Excess Cash Management Reserve Account following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determine.
(e) In the initial month in which a including any Cash Sweep Event occurs, within three (3Cure Deposit) Business Days of receipt of a written request from Borrower, Lender shall reserve from the Cash Management Account the amount necessary to make the deposits required in Section 2.8.2(b)(i)—(iv) on the next Payment Date, and, if and when such funds are available prior be promptly released to the first Payment Date after a Cash Sweep Event occurs, make the budgeted amount of monthly Operating Expenses based on the Annual Budget available to Borrower from any remaining funds to be used by Borrower to pay for Operating Expenses relating to the Propertyapplicable Individual Borrower.
Appears in 1 contract
Cash Management Account. (a) Borrower shall establish and and, during the term of the Loan, maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Servicer Agent in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender. The Cash Management Account shall be entitled “Security Benefit Life Insurance CompanyCentro XX Xxxxxxxxx Mall Owner, LLC as Borrower fbo JPMorgan Chase Bank, N.A., as Lender, Lender together with its successors and assigns pursuant to Loan Agreement dated as of July 1828, 2014—2010 — Cash Management Account”. Borrower hereby grants to Lender a first first-priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first first-priority security interest in the Cash Management Account, including, without limitation, authorizing the filing of UCC-1 Financing Statements financing statements and continuations thereofthereof upon Lender’s request therefor. Borrower will not in any way alter or modify the Cash Management Account without the prior written consent of Lender, and Borrower will notify Lender of the account number thereofof the Cash Management Account. Lender and Servicer shall have the sole right to direct or make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower.
(b) Provided no Event of Default shall have occurred Upon the occurrence and be continuing, on each Payment Date (except during the first month continuance of any Cash Sweep Period in which the Cash Sweep Event is not an Event of Default, the disbursement shall occur on the tenth (10th) calendar day of such first month of the Cash Sweep Period) or, if such Payment Date is not a Business Day, on the immediately preceding Business Day, all funds on deposit in the Cash Management Account, if any, Account shall be applied by Lender to the payment of the following items in the order indicated:
(i) First, payments Debt and/or for any other purpose for which such funds may be applied by Lender pursuant to the Tax and Insurance Escrow Account in accordance with the terms and conditions of Section 7.2 hereof;
(ii) Second, payment of the Monthly Debt Service Payment Amount, applied first to the payment of interest computed at the Interest Rate with the remainder applied to the reduction of the outstanding principal balance of the Note;
(iii) Third, payments to the Replacement Reserve Account in accordance with the terms and conditions hereof;
(iv) Fourth, payment to the Lender provisions of any other amounts then due Loan Document, in such order and payable under the Loan Documents;
(v) Fifthpriority as Lender shall determine, during the existence of a Cash Sweep Period, payments for monthly Cash Expenses
(vi) Sixth, during the existence of a Cash Sweep Period, payments for Extraordinary Expenses approved by Lender, if any;
(vii) Seventh, during the existence of a Cash Sweep Period, (A) if due to a Cash Sweep Event other than an Event of Default or a Debt Yield Trigger Event, payment of any excess amounts after the payment of items (i) through (vi) above (“Excess Cash Flow”) to be deposited into the Rollover Reserve Account in accordance with Section 7.4.1 hereof, and (B) if due to a Debt Yield Trigger Event or an Event of Default, payment of any Excess Cash Flow to be deposited into the Excess Cash Flow Reserve Account in accordance with Section 7.6.1 and to be held in accordance with the terms and conditions hereof; and
(viii) Lastly, provided no Cash Sweep Period exists, to Borrowerits sole discretion.
(c) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.
(d) All funds on deposit Borrower hereby agrees to cooperate with Lender in connection with any amendment to the Cash Management Account following Agreement that Lender deems necessary for the occurrence purpose of an Event of Default may be applied by Lender establishing additional sub-accounts in such order connection with any payments otherwise required under this Agreement and priority as Lender shall determinethe other Loan Documents.
(e) In the initial month in which a Cash Sweep Event occurs, within three (3) Business Days of receipt of a written request from Borrower, Lender shall reserve from the Cash Management Account the amount necessary to make the deposits required in Section 2.8.2(b)(i)—(iv) on the next Payment Date, and, if and when such funds are available prior to the first Payment Date after a Cash Sweep Event occurs, make the budgeted amount of monthly Operating Expenses based on the Annual Budget available to Borrower from any remaining funds to be used by Borrower to pay for Operating Expenses relating to the Property.
Appears in 1 contract
Cash Management Account. (a) On or prior to the Closing Date, Borrower shall establish and thereafter maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Servicer in trust for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender. The Cash Management Account shall be entitled “Security Benefit Life Insurance Company, as Lender, pursuant to Loan Agreement dated as of July 18, 2014—Cash Management Account”. Borrower hereby grants to Lender a first priority security interest in with the Cash Management Account Bank an account for the collection of income from the Property (the "CASH MANAGEMENT ACCOUNT"). As a condition precedent to the closing of the Loan, Borrower shall cause the Cash Management Bank to execute and all deposits at any time contained therein and deliver a Cash Management Agreement which provides, INTER ALIA, that no party other than Lender shall have the proceeds thereof and will take all actions necessary right to maintain in favor of Lender a perfected first priority security interest in withdraw funds from the Cash Management Account, including, without limitation, authorizing the filing . The fees and expenses of UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Cash Management Account and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right to direct or make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account Bank shall be paid by Borrower.
(b) Provided no Event Within five Business Days following the Closing Date, Borrower shall deliver to each Tenant in the Property a written notice (a "TENANT NOTICE") in the form of Default EXHIBIT A instructing that (i) all payments under the Leases shall have occurred thereafter be transmitted by them directly to, and be continuingdeposited directly into, on each Payment Date (except during the first month of any Cash Sweep Period in which the Cash Sweep Event is Management Account and (ii) such instruction may not an Event be rescinded unless and until such Tenant receives from Borrower or Lender a copy of Default, Lender's written consent to such rescission. Borrower shall send a copy of each such written notice to Lender and shall redeliver such notices to each Tenant until such time as such Tenant complies therewith. Borrower covenants to cause all cash Revenues relating to the disbursement shall occur on Property and all other money received by Borrower with respect to the tenth Property (10thother than tenant security deposits required to be held in escrow accounts) calendar day of such first month of the Cash Sweep Period) or, if such Payment Date is not a Business Day, on the immediately preceding Business Day, all funds on deposit to be deposited in the Cash Management Account, if any, Account by the end of the first Business Day following Borrower's or the Approved Property Manager's receipt thereof; and Borrower shall be applied by Lender permitted to the payment of the following items in the order indicated:
(i) First, payments to the Tax and Insurance Escrow Account in accordance with the terms and conditions of Section 7.2 hereof;
(ii) Second, payment of the Monthly Debt Service Payment Amount, applied first to the payment of interest computed at the Interest Rate with the remainder applied to the reduction of the outstanding principal balance of the Note;
(iii) Third, payments to the Replacement Reserve Account in accordance with the terms and conditions hereof;
(iv) Fourth, payment to the Lender of any other amounts then due and payable under the Loan Documents;
(v) Fifth, during the existence of a Cash Sweep Period, payments for monthly Cash Expenses
(vi) Sixth, during the existence of a Cash Sweep Period, payments for Extraordinary Expenses approved by Lender, if any;
(vii) Seventh, during the existence of a Cash Sweep Period, (A) if due to a Cash Sweep Event other than an Event of Default or a Debt Yield Trigger Event, payment of any excess amounts after the payment of items (i) through (vi) above (“Excess Cash Flow”) to be deposited into the Rollover Reserve Account in accordance with Section 7.4.1 hereof, and (B) if due to a Debt Yield Trigger Event or an Event of Default, payment of any Excess Cash Flow to be deposited into the Excess Cash Flow Reserve Account in accordance with Section 7.6.1 and to be held in accordance with the terms and conditions hereof; and
(viii) Lastly, provided no Cash Sweep Period exists, to Borrower.
(c) The insufficiency of funds on deposit in the Cash Management Account shall not relieve such additional amounts as Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoevermay elect.
(dc) All funds on deposit in Lender shall have the right to replace the Cash Management Account following the occurrence of an Event of Default Bank with any other financial institution reasonably satisfactory to Borrower in which Eligible Accounts may be applied by maintained which will promptly execute and deliver to Lender a Cash Management Agreement (and Borrower shall cooperate with Lender in connection with such order and priority as Lender shall determine.
transfer) in the event that (ei) In the initial month in which a Cash Sweep Event occurs, within three (3) Business Days of receipt of a written request from Borrower, Lender shall reserve from at any time the Cash Management Account the amount necessary to make the deposits required in Section 2.8.2(b)(i)—(iv) on the next Payment Date, and, if and when such funds are available prior to the first Payment Date after a Cash Sweep Event occurs, make the budgeted amount of monthly Operating Expenses based on the Annual Budget available to Borrower from any remaining funds Bank ceases to be used by Borrower an Eligible Institution (unless the Collateral Accounts are maintained as segregated trust accounts in accordance with clause (ii) of the definition of Eligible Accounts), or (ii) the Cash Management Bank fails to pay for Operating Expenses relating to comply with the PropertyCash Management Agreement.
Appears in 1 contract
Samples: Loan Agreement (Las Vegas Sands Inc)
Cash Management Account. (a) During the Term, Borrower shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Servicer Cash Management Account Bank in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender or the Servicer on behalf of Lender. The Cash Management Account shall be entitled “Security Benefit Life Insurance Company, as Lender, pursuant to Loan Agreement dated as of July 18, 2014—Cash Management Account”. Borrower hereby grants to Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, authorizing the filing of UCC-1 Financing Statements financing statements and continuations thereof. Borrower will not in any way alter or modify the Cash Management Account and will notify Lender of the account number thereofAccount. Lender and Servicer on behalf of Lender shall have the sole right to direct or make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower.
(b) Provided no Event of Default shall have occurred and be continuing, on each Payment Date (except during the first month of any Cash Sweep Period in which the Cash Sweep Event is not an Event of Default, the disbursement shall occur on the tenth (10th) calendar day of such first month of the Cash Sweep Period) or, if such Payment Date is not a Business Day, on the immediately preceding Business Day, all funds on deposit in the Cash Management Account, if any, shall be applied by Lender to the payment of the following items in the order indicated:
(i) First, payments to the Tax and Insurance Escrow Account in accordance with the terms and conditions of Section 7.2 hereof;
(ii) Second, payment of the Monthly Debt Service Payment Amount, applied first to the payment of interest computed at the Interest Rate with the remainder applied to the reduction of the outstanding principal balance of the Note;
(iii) Third, payments to the Replacement Reserve Account in accordance with the terms and conditions hereof;
(iv) Fourth, payment to the Lender of any other amounts then due and payable under the Loan Documents;
(v) Fifth, during the existence of a Cash Sweep Period, payments for monthly Cash Expenses
(vi) Sixth, during the existence of a Cash Sweep Period, payments for Extraordinary Expenses approved by Lender, if any;
(vii) Seventh, during the existence of a Cash Sweep Period, (A) if due to a Cash Sweep Event other than an Event of Default or a Debt Yield Trigger Event, payment of any excess amounts after the payment of items (i) through (vi) above (“Excess Cash Flow”) to be deposited into the Rollover Reserve Account in accordance with Section 7.4.1 hereof, and (B) if due to a Debt Yield Trigger Event or an Event of Default, payment of any Excess Cash Flow to be deposited into the Excess Cash Flow Reserve Account in accordance with Section 7.6.1 and to be held in accordance with the terms and conditions hereof; and
(viii) Lastly, provided no Cash Sweep Period exists, to Borrower.
(c) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.
(dc) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determine.
(ed) In the initial month event of any Transfer of any Property, Borrower shall (or shall cause Manager or the closing title company or escrow agent, as applicable, to) deposit directly into the Cash Management Account the Net Transfer Proceeds for allocation in which a accordance with the terms of this Agreement. Borrower shall cause all Cap Receipts to be paid directly to the Cash Sweep Event occursManagement Account. Except as expressly provided herein, Borrower shall, and shall cause Manager to, deposit any other Collections received by or on behalf of Borrower directly into the Cash Management Account or Rent Deposit Account within three (3) Business Days following receipt thereof.
(e) Lender may also establish subaccounts of receipt of a written request from Borrower, Lender shall reserve from the Cash Management Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Reserve Funds will be maintained in Subaccounts.
(f) The Cash Management Account and all other Subaccounts shall be subject to the amount necessary Blocked Account Control Agreement and shall be under the sole control and dominion of Lender or Servicer on behalf of Lender. Neither Borrower nor Manager shall have the right of withdrawal with respect to make the deposits required Cash Management Account or any Subaccounts except with the prior written consent of Lender, and neither Borrower, Manager, nor any Person claiming on or behalf of or through Borrower or Manager shall have any right or authority to give instructions with respect to the Cash Management Account or the Subaccounts.
(g) Borrower acknowledges and agrees that Cash Management Account Bank shall comply with (i) the instructions originated by Lender with respect to the disposition of funds in the Cash Management Account and the Subaccounts without the further consent of Borrower or Manager or any other Person and (ii) all “entitlement orders” (as defined in Section 2.8.2(b)(i)—(iv8-102(a)(8) on of the next Payment Date, and, if UCC) and when such funds are available prior to instructions originated by Lender directing the first Payment Date after a Cash Sweep Event occurs, make the budgeted amount transfer or redemption of monthly Operating Expenses based on the Annual Budget available to Borrower from any remaining funds to be used by Borrower to pay for Operating Expenses financial asset relating to the PropertyCash Management Account or any Subaccount without further consent by Borrower or any other Person. The Cash Management Account and each Subaccount is and shall be treated either as a “securities account”, as such term is defined in Section 8-501(a) of the UCC, or a “deposit account”, as defined in Section 9-102(a)(29) of the UCC.
(h) During the Term, Borrower shall not and shall cause Manager not to deposit Rents or other Collections into any account other than a Rent Deposit Account or the Cash Management Account.
Appears in 1 contract
Cash Management Account. (a) Borrower shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Servicer Agent in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender. The Cash Management Account shall be entitled “Security Benefit Life Insurance CompanyBSK del Partners, LLC, as Borrower and JPMorgan Chase Bank, National Association and German American Capital Corporation, collectively, as Lender, pursuant to Loan Agreement dated as of July 18March 8, 20142013—Cash Management Account”. .” Borrower hereby grants to Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, authorizing the filing of UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Cash Management Account and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right to direct or make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower.
(b) Provided no Event of Default shall have occurred and be continuing, on each Payment Date (except during the first month of any Cash Sweep Period in which the Cash Sweep Event is not an Event of Default, the disbursement shall occur on the tenth (10th) calendar day of such first month of the Cash Sweep Period) or, if such Payment Date is not a Business Day, on the immediately preceding Business Day, all funds on deposit in the Cash Management Account, if any, shall be applied by Lender to the payment of the following items in the order indicated:
(i) First, payments to the Tax and Insurance Escrow Account in accordance with the terms and conditions of Section 7.2 hereof;
(ii) Second, payment of the Monthly Debt Service Payment Amount, applied first to the payment of interest computed at the Interest Rate with the remainder applied to the reduction of the outstanding principal balance of the Note;
(iii) Third, payments to the Replacement Reserve Account in accordance with the terms and conditions hereof;
(iv) Fourth, payment to the Lender of any other amounts then due and payable under the Loan Documents;
(v) Fifth, during the existence of a Cash Sweep Period, payments for monthly Cash Expenses
(vi) Sixth, during the existence of a Cash Sweep Period, payments for Extraordinary Expenses approved by Lender, if any;
(vii) Seventh, during the existence of a Cash Sweep Period, (A) if due to a Cash Sweep Event other than an Event of Default or a Debt Yield Trigger Event, payment of any excess amounts after the payment of items (i) through (vi) above (“Excess Cash Flow”) to be deposited into the Rollover Reserve Account in accordance with Section 7.4.1 hereof, and (B) if due to a Debt Yield Trigger Event or an Event of Default, payment of any Excess Cash Flow to be deposited into the Excess Cash Flow Reserve Account in accordance with Section 7.6.1 and to be held in accordance with the terms and conditions hereof; and
(viii) Lastly, provided no Cash Sweep Period exists, to Borrower.
(c) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.
(dc) All funds on deposit in the Cash Management Account following the occurrence and during the continuance of an Event of Default may be applied by Lender pursuant to the terms of any Loan Document in such order and priority as Lender shall determine.
(ed) In Borrower hereby agrees that Lender may modify the initial month Cash Management Agreement for the purpose of establishing additional sub-accounts in which a Cash Sweep Event occurs, within three connection with any payments otherwise required under this Agreement and the other Loan Documents and Lender shall provide prior written notice thereof to Borrower no less than five (35) Business Days of receipt of a written request from Borrower, Lender shall reserve from the Cash Management Account the amount necessary to make the deposits required in Section 2.8.2(b)(i)—(iv) on the next Payment Date, and, if and when such funds are available prior to the first Payment Date after a Cash Sweep Event occurs, make the budgeted amount of monthly Operating Expenses based on the Annual Budget available to Borrower from any remaining funds to be used by Borrower to pay for Operating Expenses relating to the Propertysuch modification.
Appears in 1 contract
Cash Management Account. (a) During the term of the Loan, Borrower shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Servicer Agent in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender. The Cash Management Account shall be entitled “Security Benefit Life Insurance CompanyTNP SRT Woodland West, LLC, as Borrower and JPMorgan Chase Bank, National Association, as Lender, pursuant to Loan Agreement dated as of July 18February 3, 2014—2012 - Cash Management Account”. .” Borrower hereby grants to Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, authorizing the filing of UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Cash Management Account and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right to direct or make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower.
(b) Provided no Event of Default shall have occurred and be continuing, on each Payment Date (except during the first month of any Cash Sweep Period in which the Cash Sweep Event is not an Event of Default, the disbursement shall occur on the tenth (10th) calendar day of such first month of the Cash Sweep Period) or, if such Payment Date is not a Business Day, on the immediately preceding Business Day, all funds on deposit in the Cash Management Account, if any, shall be applied by Lender to the payment of the following items in the order indicated:
(i) First, payments to the Tax and Insurance Escrow Account in accordance with the terms and conditions of Section 7.2 hereof;
(ii) Second, payment of the Monthly Debt Service Payment Amount, applied first to the payment of interest computed at the Interest Rate with the remainder applied to the reduction of the outstanding principal balance of the Note;
(iii) Third, payments to the Replacement Reserve Account in accordance with the terms and conditions hereof;
(iv) Fourth, payment to the Lender of any other amounts then due and payable under the Loan Documents;
(v) Fifth, during the existence of a Cash Sweep Period, payments for monthly Cash Expenses
(vi) Sixth, during the existence of a Cash Sweep Period, payments for Extraordinary Expenses approved by Lender, if any;
(vii) Seventh, during the existence of a Cash Sweep Period, (A) if due to a Cash Sweep Event other than an Event of Default or a Debt Yield Trigger Event, payment of any excess amounts after the payment of items (i) through (vi) above (“Excess Cash Flow”) to be deposited into the Rollover Reserve Account in accordance with Section 7.4.1 hereof, and (B) if due to a Debt Yield Trigger Event or an Event of Default, payment of any Excess Cash Flow to be deposited into the Excess Cash Flow Reserve Account in accordance with Section 7.6.1 and to be held in accordance with the terms and conditions hereof; and
(viii) Lastly, provided no Cash Sweep Period exists, to Borrower.
(c) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.
(dc) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determine.
(d) Borrower hereby agrees that Lender may modify the Cash Management Agreement for the purpose of establishing additional sub-accounts in connection with any payments otherwise required under this Agreement and the other Loan Documents and Lender shall provide notice thereof to Borrower.
(e) In the initial month in which event of a Cash Sweep Trigger related solely to an Existing Mezzanine Loan Trigger and no other Cash Sweep Event occursthen exists, within three (3) Business Days of receipt of a written request from Borrower, Lender shall reserve from all Excess Cash Flow in the Cash Management Account shall be delivered to Existing Mezzanine Lender and applied in accordance with the amount necessary to make the deposits required in Section 2.8.2(b)(i)—(iv) on the next Payment Date, and, if and when such funds are available prior to the first Payment Date after a Cash Sweep Event occurs, make the budgeted amount of monthly Operating Expenses based on the Annual Budget available to Borrower from any remaining funds to be used by Borrower to pay for Operating Expenses relating to the PropertyExisting Mezzanine Loan Documents.
Appears in 1 contract
Cash Management Account. (a) During the Term, Borrower shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Servicer Cash Management Account Bank in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender or the Servicer on behalf of Lender. The Cash Management Account shall be entitled “Security Benefit Life Insurance Company, as Lender, pursuant to Loan Agreement dated as of July 18, 2014—Cash Management Account”. Borrower hereby grants to Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, authorizing the filing of UCC-1 Financing Statements financing statements and continuations thereof. Borrower will not in any way alter or modify the Cash Management Account and will notify Lender of the account number thereofAccount. Lender and Servicer on behalf of Lender shall have the sole right to direct or make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower.
(b) Provided no Event of Default shall have occurred and be continuing, on each Payment Date (except during the first month of any Cash Sweep Period in which the Cash Sweep Event is not an Event of Default, the disbursement shall occur on the tenth (10th) calendar day of such first month of the Cash Sweep Period) or, if such Payment Date is not a Business Day, on the immediately preceding Business Day, all funds on deposit in the Cash Management Account, if any, shall be applied by Lender to the payment of the following items in the order indicated:
(i) First, payments to the Tax and Insurance Escrow Account in accordance with the terms and conditions of Section 7.2 hereof;
(ii) Second, payment of the Monthly Debt Service Payment Amount, applied first to the payment of interest computed at the Interest Rate with the remainder applied to the reduction of the outstanding principal balance of the Note;
(iii) Third, payments to the Replacement Reserve Account in accordance with the terms and conditions hereof;
(iv) Fourth, payment to the Lender of any other amounts then due and payable under the Loan Documents;
(v) Fifth, during the existence of a Cash Sweep Period, payments for monthly Cash Expenses
(vi) Sixth, during the existence of a Cash Sweep Period, payments for Extraordinary Expenses approved by Lender, if any;
(vii) Seventh, during the existence of a Cash Sweep Period, (A) if due to a Cash Sweep Event other than an Event of Default or a Debt Yield Trigger Event, payment of any excess amounts after the payment of items (i) through (vi) above (“Excess Cash Flow”) to be deposited into the Rollover Reserve Account in accordance with Section 7.4.1 hereof, and (B) if due to a Debt Yield Trigger Event or an Event of Default, payment of any Excess Cash Flow to be deposited into the Excess Cash Flow Reserve Account in accordance with Section 7.6.1 and to be held in accordance with the terms and conditions hereof; and
(viii) Lastly, provided no Cash Sweep Period exists, to Borrower.
(c) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.
(dc) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determine.
(ed) In the initial month event of any Transfer of any Property, Borrower shall (or shall cause Manager or the closing title company or escrow agent, as applicable, to) deposit directly into the Cash Management Account the Net Transfer Proceeds for allocation in which accordance with the terms of this Agreement. Borrower shall cause all Cap Receipts to be paid directly to the Cash Management Account. Except as expressly provided herein, Borrower shall, and shall cause Manager to, deposit any other Collections received by or on behalf of Borrower directly into the Cash Management Account or a Cash Sweep Event occurs, Rent Deposit Account within three (3) Business Days following receipt thereof.
(e) Lender may also establish subaccounts of receipt of a written request from Borrower, Lender shall reserve from the Cash Management Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Reserve Funds will be maintained in Subaccounts.
(f) The Cash Management Account and all other Subaccounts shall be subject to the amount necessary Blocked Account Control Agreement and shall be under the sole control and dominion of Lender or Servicer on behalf of Lender. Neither Borrower nor Manager shall have the right of withdrawal with respect to make the deposits required Cash Management Account or any Subaccounts except with the prior written consent of Lender, and neither Borrower, Manager, nor any Person claiming on or behalf of or through Borrower or Manager shall have any right or authority to give instructions with respect to the Cash Management Account or the Subaccounts.
(g) Borrower acknowledges and agrees that Cash Management Account Bank shall comply with (i) the instructions originated by Lender with respect to the disposition of funds in the Cash Management Account and the Subaccounts without the further consent of Borrower or Manager or any other Person and (ii) all “entitlement orders” (as defined in Section 2.8.2(b)(i)—(iv8-102(a)(8) on of the next Payment Date, and, if UCC) and when such funds are available prior to instructions originated by Lender directing the first Payment Date after a Cash Sweep Event occurs, make the budgeted amount transfer or redemption of monthly Operating Expenses based on the Annual Budget available to Borrower from any remaining funds to be used by Borrower to pay for Operating Expenses financial asset relating to the PropertyCash Management Account or any Subaccount without further consent by Borrower or any other Person. The Cash Management Account and each Subaccount is and shall be treated either as a “securities account”, as such term is defined in Section 8-501(a) of the UCC, or a “deposit account”, as defined in Section 9-102(a)(29) of the UCC.
(h) During the Term, Borrower shall not and shall cause Manager not to deposit Rents or other Collections into any account other than a Rent Deposit Account or the Cash Management Account.
Appears in 1 contract
Samples: Loan Agreement (Starwood Waypoint Residential Trust)
Cash Management Account. (a) Borrower Following the occurrence of a Cash Sweep Event, Lender shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Servicer Agent in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender. The Cash Management Account shall be entitled “Security Benefit Life Insurance CompanySSTI 281 RICHWOOD RD, LLC, ET AL as Borrower and KeyBank National Association, as Lender, pursuant to Loan Agreement dated as of July 18October 10, 20142012—Cash Management Account”. .” Borrower hereby grants to Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will shall take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, authorizing the including filing of UCC-1 Financing Statements and continuations thereof. Borrower will shall not in any way alter or modify the Cash Management Account and will shall notify Lender of the account number thereof. Lender and Servicer shall have the sole right to direct or make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower.
(b) Provided no Event of Default shall have occurred and be continuing, on each Payment Date (except during the first month of any Cash Sweep Period in which the Cash Sweep Event is not an Event of Default, the disbursement shall occur on the tenth (10th) calendar day of such first month of the Cash Sweep Period) or, if such Payment Date is not a Business Day, on the immediately preceding Business Day, all funds on deposit in the Cash Management Account, if any, shall be applied by Lender to the payment of the following items in the order indicated:
(i) First, payments to the Tax and Insurance Escrow Account in accordance with the terms and conditions of Section 7.2 hereof;
(ii) Second, payment of the Monthly Debt Service Payment Amount, applied first to the payment of interest computed at the Interest Rate with the remainder applied to the reduction of the outstanding principal balance of the Note;
(iii) Third, payments to the Replacement Reserve Account in accordance with the terms and conditions hereof;
(iv) Fourth, payment to the Lender of any other amounts then due and payable under the Loan Documents;
(v) Fifth, during the existence of a Cash Sweep Period, payments for monthly Cash Expenses
(vi) Sixth, during the existence of a Cash Sweep Period, payments for Extraordinary Expenses approved by Lender, if any;
(vii) Seventh, during the existence of a Cash Sweep Period, (A) if due to a Cash Sweep Event other than an Event of Default or a Debt Yield Trigger Event, payment of any excess amounts after the payment of items (i) through (vi) above (“Excess Cash Flow”) to be deposited into the Rollover Reserve Account in accordance with Section 7.4.1 hereof, and (B) if due to a Debt Yield Trigger Event or an Event of Default, payment of any Excess Cash Flow to be deposited into the Excess Cash Flow Reserve Account in accordance with Section 7.6.1 and to be held in accordance with the terms and conditions hereof; and
(viii) Lastly, provided no Cash Sweep Period exists, to Borrower.
(c) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.
(dc) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default or any Bankruptcy Action of Borrower may be applied by Lender in such order and priority as Lender shall determine.
(ed) In the initial month in which a Cash Sweep Event occurs, within three (3) Business Days of receipt of a written request from Borrower, Borrower hereby agrees that Lender shall reserve from may modify the Cash Management Account Agreement for the amount necessary purpose of establishing additional sub-accounts in connection with any payments otherwise required under this Agreement and the other Loan Documents and Lender shall provide notice thereof to make the deposits required in Section 2.8.2(b)(i)—(iv) on the next Payment Date, and, if and when such funds are available prior to the first Payment Date after a Cash Sweep Event occurs, make the budgeted amount of monthly Operating Expenses based on the Annual Budget available to Borrower from any remaining funds to be used by Borrower to pay for Operating Expenses relating to the PropertyBorrower.
Appears in 1 contract
Cash Management Account. (a) During the term of the Loan, Borrower shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Servicer Agent in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender. The Cash Management Account shall be entitled “Security Benefit Life Insurance CompanyWHP Hotel Owner-1, L.P., as Borrower, for the benefit of Bear Xxxxxxx Commercial Mortgage, Inc., as Lender, pursuant to Loan Agreement dated as of July 18December 5, 2014—2002 - Cash Management Account”. Borrower hereby grants to Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, authorizing the executing and filing of UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Cash Management Account and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right to direct or make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower.
(b) Provided no Event of Default shall have occurred and be continuing, on each Payment Date (except during the first month of any Cash Sweep Period in which the Cash Sweep Event is not an Event of Default, the disbursement shall occur on the tenth (10th) calendar day of such first month of the Cash Sweep Period) or, if such Payment Date is not a Business Day, on the immediately preceding Business Day, all funds on deposit in the Cash Management Account, if any, shall be applied by Lender to the payment of the following items in the order indicated:
(i) First, payments to the Tax and Insurance Escrow Account in accordance with the terms and conditions of Section 7.2 hereof;
(ii) Second, payment of the Monthly Debt Service Payment Amount, applied first to the payment of interest computed at the Interest Rate with the remainder applied to the reduction of the outstanding principal balance of the Note;
(iii) Third, payments to the Replacement Reserve Account in accordance with the terms and conditions hereof;
(iv) Fourth, payment to the Lender of any other amounts then due and payable under the Loan Documents;
(v) Fifth, during the existence of a Cash Sweep Period, payments for monthly Cash Expenses
(vi) Sixth, during the existence of a Cash Sweep Period, payments for Extraordinary Expenses approved by Lender, if any;
(vii) Seventh, during the existence of a Cash Sweep Period, (A) if due to a Cash Sweep Event other than an Event of Default or a Debt Yield Trigger Event, payment of any excess amounts after the payment of items (i) through (vi) above (“Excess Cash Flow”) to be deposited into the Rollover Reserve Account in accordance with Section 7.4.1 hereof, and (B) if due to a Debt Yield Trigger Event or an Event of Default, payment of any Excess Cash Flow to be deposited into the Excess Cash Flow Reserve Account in accordance with Section 7.6.1 and to be held in accordance with the terms and conditions hereof; and
(viii) Lastly, provided no Cash Sweep Period exists, to Borrower.
(c) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.
(d) . All funds on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determine.
(ec) In Borrower shall, or shall cause Operating Lessee to, require each Manager of each Individual Property that is not a Lockbox Property to promptly transfer all amounts payable to Borrower or Operating Lessee under the initial related Management Agreement and/or Franchise Agreement into the Cash Management Account throughout the term of the Loan.
(d) During the first ten (10) days of each calendar month in which a Cash Sweep and provided that no Event occursof Default, within three (3) Business Days of receipt of a written request from BorrowerMezzanine Loan Default or Junior Mezzanine Loan Default shall have occurred and be continuing, Lender shall reserve from deposit an amount equal to the lesser of (x) fifty percent (50%) of the Rents deposited into the Cash Management Account during such period and (y) One Million Five Hundred Thousand Dollars ($1,500,000) (as such amount may be reduced pro rata in connection with any prepayment of the Loan pursuant to Section 2.4) into the Operating Lessee Account (as defined in the Cash Management Agreement), which amounts shall be applied by Borrower or Operating Lessee to Operating Expenses pursuant to the Approved Annual Budget.
(e) Borrower shall provide evidence to Lender of the Debt Service Coverage Ratio for the Properties on the Closing Date and within forty-five (45) days after the end of each calendar quarter (the “DSCR Determination Date”). If on any DSCR Determination Date the Debt Service Coverage Ratio for the twelve (12) month period immediately preceding the end of such calendar quarter is less than the Default Determination Ratio (a “DSCR Excess Cash Sweep Event”), Borrower shall (i) deposit with Lender all Excess Cash Flow in the Cash Management Account, or (ii) either (A) prepay the Loan in accordance with Section 2.4.1 hereof, or (B) deposit with Lender (1) a cash escrow (which cash escrow shall be held in the Cash Management Account) or (2) a Letter of Credit in the case of either (A) or (B) in an amount that would result in the achievement of the Default Determination Ratio for the preceding twelve (12) months based on the aggregate principal balances of the Loan, the Mezzanine Loan and the Junior Mezzanine Loan as reduced by an amount equal to such prepayment, Letter of Credit or cash escrow. Provided that no Event of Default, Mezzanine Loan Default or Junior Mezzanine Loan Default shall have occurred and be continuing, any funds escrowed in accordance with (i) or (ii)(B) of the preceding sentence or Letter of Credit delivered in accordance with clause (ii)(B)(2) of the preceding sentence shall be returned to Borrower if the Default Determination Ratio is achieved for two (2) consecutive DSCR Determination Dates without giving effect to any Letter of Credit or escrowed amounts; provided, however, such funds shall be so returned to Borrower no more than four (4) times during the term of the Loan. No Event of Default shall occur by reason of this Section 2.6.2(e) so long as Borrower deposits into the Cash Management Account the amount necessary to make the deposits additional amounts required in by this Section 2.8.2(b)(i)—(iv2.6.2(e) on the next Payment Date, and, if provided that either of (A) or (B) of clause (ii) above is satisfied and when such funds are available prior to the first Payment Date after a no Event of Default has occurred and is continuing, no DSCR Excess Cash Sweep Event occurs, make shall be deemed to have occurred. All such deposit amounts shall be treated as a “Reserve Fund” for purposes of Section 7.7 hereof. All additional amounts deposited under this Section 2.6.2(e) shall be additional security for the budgeted amount repayment of monthly Operating Expenses based on the Annual Budget available Debt and may be withdrawn by Lender upon the occurrence of an Event of Default and applied by Lender in such order and priority as Lender may determine. All calculations of Debt Service Coverage Ratio shall be subject to Borrower from any remaining funds to be used verification by Borrower to pay for Operating Expenses relating to the PropertyLender.
Appears in 1 contract
Cash Management Account. (a) Upon the occurrence of a Cash Sweep Event, Borrower shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Servicer Agent in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender. The Cash Management Account shall be entitled “Security Benefit Life Insurance CompanyRPT Seattle East Industrial, LLC, as Borrower for the benefit of JPMorgan Chase Bank, National Association, as Lender, pursuant to Loan Agreement dated as of July 18December _____, 2014—2019 - Cash Management Account”.” Upon the occurrence of a Cash Sweep Event and until a Cash Sweep Event Cure occurs, all amounts on deposit in the Lockbox Account (less the reasonable fees of the Lockbox Bank) shall be automatically transferred on each Business Day to the Cash Management Account in immediately available funds by federal wire transfer and shall be disbursed by Lender in accordance with the Cash Management Agreement. Borrower hereby grants to Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, authorizing the filing of UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Cash Management Account and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right to direct or make withdrawals from the Cash Management Account and all costs and 36 0107842.0726822 4821-7262-8396v10 expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower.
(b) Provided no Event of Default shall have occurred and be continuing, on each Payment Date (except during the first month of any Cash Sweep Period in which the Cash Sweep Event is not an Event of Default, the disbursement shall occur on the tenth (10th) calendar day of such first month of the Cash Sweep Period) or, if such Payment Date is not a Business Day, on the immediately preceding Business Day, all funds on deposit in the Cash Management Account, if any, shall be applied by Lender to the payment of the following items in the order indicated:
(i) First, payments to the Tax and Insurance Escrow Account in accordance with the terms and conditions of Section 7.2 hereof;
(ii) Second, payment of the Monthly Debt Service Payment Amount, applied first to the payment of interest computed at the Interest Rate with the remainder applied to the reduction of the outstanding principal balance of the Note;
(iii) Third, payments to the Replacement Reserve Account in accordance with the terms and conditions hereof;
(iv) Fourth, payment to the Lender of any other amounts then due and payable under the Loan Documents;
(v) Fifth, during the existence of a Cash Sweep Period, payments for monthly Cash Expenses
(vi) Sixth, during the existence of a Cash Sweep Period, payments for Extraordinary Expenses approved by Lender, if any;
(vii) Seventh, during the existence of a Cash Sweep Period, (A) if due to a Cash Sweep Event other than an Event of Default or a Debt Yield Trigger Event, payment of any excess amounts after the payment of items (i) through (vi) above (“Excess Cash Flow”) to be deposited into the Rollover Reserve Account in accordance with Section 7.4.1 hereof, and (B) if due to a Debt Yield Trigger Event or an Event of Default, payment of any Excess Cash Flow to be deposited into the Excess Cash Flow Reserve Account in accordance with Section 7.6.1 and to be held in accordance with the terms and conditions hereof; and
(viii) Lastly, provided no Cash Sweep Period exists, to Borrower.
(c) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.
(dc) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determine.
(ed) In the initial month in which a Cash Sweep Event occurs, within three (3) Business Days of receipt of a written request from Borrower, Borrower hereby agrees that Lender shall reserve from may modify the Cash Management Account Agreement for the amount necessary purpose of establishing additional sub-accounts in connection with any payments otherwise required under this Agreement and the other Loan Documents and Lender shall provide notice thereof to make the deposits required in Section 2.8.2(b)(i)—(iv) on the next Payment Date, and, if and when such funds are available prior to the first Payment Date after a Cash Sweep Event occurs, make the budgeted amount of monthly Operating Expenses based on the Annual Budget available to Borrower from any remaining funds to be used by Borrower to pay for Operating Expenses relating to the PropertyBorrower.
Appears in 1 contract
Cash Management Account. (a) During the term of the Loan, Borrower and Maryland Owner shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Servicer Agent in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender. The Cash Management Account shall be entitled “Security Benefit Life Insurance CompanyHackensack VF L.L.C., as LenderBorrower Agent, and Xxxxx Fargo Bank, National Association, as servicer, pursuant to the Loan and Security Agreement dated as of July August 18, 2014—2010 — Cash Management Account”. Each of Borrower and Maryland Owner hereby grants to Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, authorizing the filing of UCC-1 Financing Statements and continuations thereof, provided that neither Borrower nor Maryland Owner shall be required to take any action that will increase its liabilities or obligations hereunder or under any of the other Loan Documents. Neither Borrower nor Maryland Owner will not in any way alter or modify the Cash Management Account without Lender’s prior consent and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right to direct or make withdrawals from the Cash Management Account in accordance with the terms and provisions of this Agreement and the Cash Management Agreement, and all reasonable out-of-pocket costs and expenses for establishing and maintaining the Cash Management Account shall be paid by BorrowerBorrower and Maryland Owner.
(b) Provided no Event of Default shall have occurred and be continuing, on each Payment Date (except during the first month of any Cash Sweep Period in which the Cash Sweep Event is not an Event of Default, the disbursement shall occur on the tenth (10th) calendar day of such first month of the Cash Sweep Period) or, if such Payment Date is not a Business Day, on the immediately preceding Business Day, all funds on deposit in the Cash Management Account, if any, shall be applied by Lender to the payment of the following items in the order indicated:
(i) First, payments to the Tax and Insurance Escrow Account in accordance with the terms and conditions of Section 7.2 hereof;
(ii) Second, payment of the Monthly Debt Service Payment Amount, applied first to the payment of interest computed at the Interest Rate with the remainder applied to the reduction of the outstanding principal balance of the Note;
(iii) Third, payments to the Replacement Reserve Account in accordance with the terms and conditions hereof;
(iv) Fourth, payment to the Lender of any other amounts then due and payable under the Loan Documents;
(v) Fifth, during the existence of a Cash Sweep Period, payments for monthly Cash Expenses
(vi) Sixth, during the existence of a Cash Sweep Period, payments for Extraordinary Expenses approved by Lender, if any;
(vii) Seventh, during the existence of a Cash Sweep Period, (A) if due to a Cash Sweep Event other than an Event of Default or a Debt Yield Trigger Event, payment of any excess amounts after the payment of items (i) through (vi) above (“Excess Cash Flow”) to be deposited into the Rollover Reserve Account in accordance with Section 7.4.1 hereof, and (B) if due to a Debt Yield Trigger Event or an Event of Default, payment of any Excess Cash Flow to be deposited into the Excess Cash Flow Reserve Account in accordance with Section 7.6.1 and to be held in accordance with the terms and conditions hereof; and
(viii) Lastly, provided no Cash Sweep Period exists, to Borrower.
(c) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.
(dc) All funds on deposit in the Cash Management Account following the occurrence and during the continuance of an Event of Default may be applied by Lender to the Indebtedness in such order and priority as Lender shall determine.
(ed) In the initial month in which a Cash Sweep Event occurs, within three (3) Business Days Each of receipt of a written request from Borrower, Borrower and Maryland Owner hereby agrees that Lender shall reserve from may modify the Cash Management Account Agreement for the amount necessary to make the deposits required in Section 2.8.2(b)(i)—(iv) on the next Payment Date, and, purpose of establishing (if and when such funds are available prior establishment would be deemed reasonably prudent by a lender originating commercial mortgage loans for securitizations similar to the first Payment Date after a Cash Sweep Event occursLoan) additional sub-accounts in connection with any payments otherwise required under this Agreement or the other Loan Documents, make the budgeted amount of monthly Operating Expenses based on the Annual Budget available provided that Lender shall provide written advance notice thereof to Borrower from and Maryland Owner and such establishment shall not result in greater costs to Borrower or Maryland Owner or increase any remaining funds to be used by obligation or liability of Borrower to pay for Operating Expenses relating to the Propertyor Maryland Owner hereunder in any material respect.
Appears in 1 contract
Samples: Loan and Security Agreement (Urban Edge Properties)
Cash Management Account. (a) Borrower shall, and shall cause Operating Tenant to, establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Lender or Servicer in trust for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender. The Cash Management Account shall be entitled “Security Benefit Life Insurance CompanyKeyBank Real Estate Capital, as Lenderservicer for KeyBank, pursuant to Loan Agreement dated N.A., as mortgagee of July 18EHP GLENDALE, 2014—LLC AND GLENDALE HOTEL TRS, INC., Cash Management Account”. ” Borrower hereby grants (i) grants, and shall cause Operating Tenant to grant, to Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof thereof, and will take (ii) shall take, and shall cause Operating Tenant to take, all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, authorizing the filing of UCC-1 Financing Statements and continuations thereof. Borrower will shall not, and shall cause Operating Tenant not to, in any way alter or modify the Cash Management Account and will shall notify Lender of the account number thereof. Lender and Servicer shall have the sole right to direct or make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower.
(b) Provided no After Lender provides notice to Lockbox Bank that a Sweep Event has occurred, Lockbox Bank shall, pursuant to the Lockbox Agreement, transfer all available funds on deposit in the Deposit Account to the Cash Management Account not less frequently than every Business Day.
(c) After the occurrence and during the continuance of Default shall have occurred and be continuinga Sweep Event, on each Payment Date (except during the first month of any Cash Sweep Period in which the Cash Sweep Event is not an Event of Default, the disbursement shall occur on the tenth (10th) calendar day of such first month of the Cash Sweep Period) or, if such Payment Date is not a Business Day, on the immediately preceding Business Day, ) all funds on deposit in the Cash Management Account, if any, Account shall be applied by Lender (x) to the payment of certain items in accordance with and in the order set forth in the Cash Management Agreement, or (y) in connection with a Replacement Management Agreement, to the following items in the order indicated:indicated (unless determined otherwise by Lender):
(i) First, payments to in respect of the Tax and Insurance Escrow Account Funds if required by and in accordance with the terms and conditions of Section 7.2 hereof;
(ii) Second, payment of the Monthly Debt Service Payment Amount, applied first to the payment of interest computed at the Interest Rate with the remainder applied to the reduction of the outstanding principal balance of the NotePayment;
(iii) Third, payments to the Replacement FF&E Reserve Account Funds if required by and in accordance with the terms and conditions hereof;
(iv) Fourth, payment to the Lender of any other amounts then due and payable under the Loan Documents;; and
(v) FifthLastly, during the existence of and so long as Borrower has delivered a Cash Sweep Period, payments for monthly Cash Expenses
(vi) Sixth, during the existence of a Cash Sweep Period, payments for Extraordinary Expenses approved by Lender, if any;
(vii) Seventh, during the existence of a Cash Sweep Period, (A) if due Payment Certificate to a Cash Sweep Event other than an Lender and no Event of Default or a Debt Yield Trigger Eventhas occurred and is continuing, payment of any excess amounts after the payment of items (i) through (vi) above (“Excess Cash Flow”) to be deposited into the Rollover Reserve Account in accordance with Section 7.4.1 hereof, and (B) if due to a Debt Yield Trigger Event or an Event of Default, payment of any Excess Cash Flow to be deposited into the Excess Cash Flow Reserve Account in accordance with Section 7.6.1 and to be held in accordance with the terms and conditions hereof; and
(viii) Lastly, provided no Cash Sweep Period exists, to Borrower.
(cd) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from of the obligation to make any payments, payments as and when due pursuant to this Agreement and the other Loan Documents, Documents and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.
(de) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determinedetermine in its sole discretion.
(ef) In If following a DSCR Failure the initial month in which Borrower achieves a Cash Sweep DSCR above 1.35 to 1.00 for two consecutive (2) consecutive calendar quarters and no Event occursof Default has occurred and is continuing, within three (3) Business Days of receipt of a written request from Borrower, Lender shall reserve from transfers to the Cash Management Account the amount necessary to make the deposits required in Section 2.8.2(b)(i)—(iv) on the next Payment Date, and, if shall cease and when such funds are available prior to the first Payment Date after a Cash Sweep Event occurs, make the budgeted amount of monthly Operating Expenses based on the Annual Budget available to Borrower from any remaining funds to balance therein shall be used transferred as directed by Borrower to pay for Operating Expenses relating to and Section 2.6.1(c)(i) shall apply until the Propertyoccurrence of another Sweep Event.
Appears in 1 contract
Samples: Loan Agreement (Eagle Hospitality Properties Trust, Inc.)
Cash Management Account. (a) During the Term, Borrower shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Servicer Cash Management Account Bank in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender or the Servicer on behalf of Lender. The Cash Management Account shall be entitled “Security Benefit Life Insurance Company, as Lender, pursuant to Loan Agreement dated as of July 18, 2014—Cash Management Account”. Borrower hereby grants to Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, authorizing the filing of UCC-1 Financing Statements financing statements and continuations thereof. Borrower will not in any way alter or modify the Cash Management Account and will notify Lender of the account number thereofAccount. Lender and Servicer on behalf of Lender shall have the sole right to direct or make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower.
(b) Provided no Event of Default shall have occurred and be continuing, on each Payment Date (except during the first month of any Cash Sweep Period in which the Cash Sweep Event is not an Event of Default, the disbursement shall occur on the tenth (10th) calendar day of such first month of the Cash Sweep Period) or, if such Payment Date is not a Business Day, on the immediately preceding Business Day, all funds on deposit in the Cash Management Account, if any, shall be applied by Lender to the payment of the following items in the order indicated:
(i) First, payments to the Tax and Insurance Escrow Account in accordance with the terms and conditions of Section 7.2 hereof;
(ii) Second, payment of the Monthly Debt Service Payment Amount, applied first to the payment of interest computed at the Interest Rate with the remainder applied to the reduction of the outstanding principal balance of the Note;
(iii) Third, payments to the Replacement Reserve Account in accordance with the terms and conditions hereof;
(iv) Fourth, payment to the Lender of any other amounts then due and payable under the Loan Documents;
(v) Fifth, during the existence of a Cash Sweep Period, payments for monthly Cash Expenses
(vi) Sixth, during the existence of a Cash Sweep Period, payments for Extraordinary Expenses approved by Lender, if any;
(vii) Seventh, during the existence of a Cash Sweep Period, (A) if due to a Cash Sweep Event other than an Event of Default or a Debt Yield Trigger Event, payment of any excess amounts after the payment of items (i) through (vi) above (“Excess Cash Flow”) to be deposited into the Rollover Reserve Account in accordance with Section 7.4.1 hereof, and (B) if due to a Debt Yield Trigger Event or an Event of Default, payment of any Excess Cash Flow to be deposited into the Excess Cash Flow Reserve Account in accordance with Section 7.6.1 and to be held in accordance with the terms and conditions hereof; and
(viii) Lastly, provided no Cash Sweep Period exists, to Borrower.
(c) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.
(dc) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determine.
(ed) In the initial month event of any Transfer of any Property, Borrower shall (or shall cause Manager or the closing title company or escrow agent, as applicable, to) deposit directly into the Cash Management Account the Net Transfer Proceeds for allocation in which a accordance with the terms of this Agreement. Except as expressly provided herein, Borrower shall, and shall cause Manager to, deposit any other Collections received by or on behalf of Borrower directly into the Cash Sweep Event occurs, Management Account or Rent Deposit Account within three (3) Business Days following receipt thereof.
(e) Lender may also establish subaccounts of receipt of a written request from Borrower, Lender shall reserve from the Cash Management Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Subaccounts”). The Reserve Funds will be maintained in Subaccounts.
(f) The Cash Management Account and all other Subaccounts shall be subject to the amount necessary Blocked Account Control Agreement and shall be under the sole control and dominion of Lender or Servicer on behalf of Lender. Neither Borrower nor Manager shall have the right of withdrawal with respect to make the deposits required Cash Management Account or any Subaccounts except with the prior written consent of Lender, and neither Borrower, Manager, nor any Person claiming on or behalf of or through Borrower or Manager shall have any right or authority to give instructions with respect to the Cash Management Account or the Subaccounts.
(g) Borrower acknowledges and agrees that Cash Management Account Bank shall comply with (i) the instructions originated by Lender with respect to the disposition of funds in the Cash Management Account and the Subaccounts without the further consent of Borrower or Manager or any other Person and (ii) all “entitlement orders” (as defined in Section 2.8.2(b)(i)—(iv8-102(a)(8) on of the next Payment Date, and, if UCC) and when such funds are available prior to instructions originated by Lender directing the first Payment Date after a Cash Sweep Event occurs, make the budgeted amount transfer or redemption of monthly Operating Expenses based on the Annual Budget available to Borrower from any remaining funds to be used by Borrower to pay for Operating Expenses financial asset relating to the PropertyCash Management Account or any Subaccount without further consent by Borrower or any other Person. The Cash Management Account and each Subaccount is and shall be treated either as a “securities account”, as such term is defined in Section 8-501(a) of the UCC, or a “deposit account”, as defined in Section 9-102(a)(29) of the UCC.
(h) During the Term, Borrower shall not and shall cause Manager not to deposit Rents or other Collections into any account other than a Rent Deposit Account or the Cash Management Account.
Appears in 1 contract
Cash Management Account. (a) Borrower shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Servicer in trust for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender. The Cash Management Account shall be entitled “Security Benefit Life Insurance CompanyTPG-2500 CITYWEST, L.P. as debtor for the benefit of Nomura Credit & Capital, Inc., as Lender, pursuant to Loan Agreement dated as of July 18, 2014—secured party – Cash Management Account”. In connection with a Securitization or other transfer of the Loan, Lender shall have the right to cause the applicable account to be entitled with such other designation as Lender (or its successor) may select in its reasonable discretion to reflect an assignment or transfer of the Loan. Borrower hereby grants to Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, authorizing the filing of UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Cash Management Account and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right to direct or make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower.
(b) Provided no Event of Default shall have occurred and be continuing, on each Payment Date (except during the first month of any Cash Sweep Period in which the Cash Sweep Event is not an Event of Default, the disbursement shall occur on the tenth (10th) calendar day of such first month of the Cash Sweep Period) or, if such Payment Date is not a Business Day, on the immediately preceding Business Day, ) all funds on deposit in the Cash Management Account, if any, Account shall be applied by Lender to the payment of the following items in the order indicated:
(i) First, payments to the Tax and Insurance Escrow Account Reserve Fund in accordance with the terms and conditions of Section 7.2 hereof7.2;
(ii) Second, payment of the Monthly monthly Debt Service Payment Amount, applied first to amount on the payment of interest A Note computed at the Applicable Interest Rate with on the remainder applied to the reduction of the outstanding principal balance of the A Note;
(iii) Third, payments to payment of the Replacement Reserve Account in accordance with monthly Debt Service amount on the terms and conditions hereofB Note computed at the Applicable Interest Rate on the B Note;
(iv) Fourth, payment to the Lender of any other amounts then due and payable under the Loan Documents;
(v) Fifth, during the existence of a Cash Sweep Period, payments for monthly Cash Expenses
(vi) Sixth, during the existence of a Cash Sweep Period, payments for Extraordinary Expenses approved by Lender, if any;
(vii) Seventh, during the existence of a Cash Sweep Period, (A) if due to a Cash Sweep Event other than an Event of Default or a Debt Yield Trigger EventLastly, payment of any excess amounts after the payment of items (i) through (vi) above (“Excess Cash Flow”) to be deposited into the Rollover Reserve Account in accordance with Section 7.4.1 hereof, and (B) if due to a Debt Yield Trigger Event or an Event of Default, payment of any Excess Cash Flow to be deposited into the Excess Cash Flow Reserve Account in accordance with Section 7.6.1 and to be held in accordance with the terms and conditions hereof; and
(viii) Lastly, provided no Cash Sweep Period exists, to Borrower.
(c) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.
(d) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determine.
(e) In the initial month in which a Cash Sweep Event occurs, within three (3) Business Days of receipt of a written request from Borrower, Lender shall reserve from the Cash Management Account the amount necessary to make the deposits required in Section 2.8.2(b)(i)—(iv) on the next Payment Date, and, if and when such funds are available prior to the first Payment Date after a Cash Sweep Event occurs, make the budgeted amount of monthly Operating Expenses based on the Annual Budget available to Borrower from any remaining funds to be used by Borrower to pay for Operating Expenses relating to the Property.
Appears in 1 contract
Cash Management Account. (a) Pursuant to and in accordance with the Cash Management Agreement, Borrower shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Servicer an Eligible Institution selected by Lender (the “Cash Management Bank”) in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender. The Cash Management Account shall be entitled “Security Benefit Life Insurance CompanyP/A-Acadia Pelham Manor, LLC as Borrower and Bear Sxxxxxx Commercial Mortgage, Inc., as Lender, pursuant to Loan Agreement dated as of July 18December 10, 2014—2007 — Cash Management Account”. .” Borrower hereby grants to Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, authorizing the executing and filing of UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Cash Management Account and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right to direct or make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower.
(b) Provided During a Cash Trap Period, and provided no Event of Default shall have occurred and be continuingoccurred, on each Payment Date (except during the first month of any Cash Sweep Period in which the Cash Sweep Event is not an Event of Default, the disbursement shall occur on the tenth (10th) calendar day of such first month of the Cash Sweep Period) or, if such Payment Date is not a Business Day, on the immediately preceding Business Day), all funds on deposit in the Cash Management Account, if any, Account shall be applied by Lender to the payment of the following items as set forth in the order indicated:
(i) First, payments to the Tax and Insurance Escrow Account in accordance with the terms and conditions of Section 7.2 hereof;
(ii) Second, payment of the Monthly Debt Service Payment Amount, applied first to the payment of interest computed at the Interest Rate with the remainder applied to the reduction of the outstanding principal balance of the Note;
(iii) Third, payments to the Replacement Reserve Account in accordance with the terms and conditions hereof;
(iv) Fourth, payment to the Lender of any other amounts then due and payable under the Loan Documents;
(v) Fifth, during the existence of a Cash Sweep Period, payments for monthly Cash Expenses
(vi) Sixth, during the existence of a Cash Sweep Period, payments for Extraordinary Expenses approved by Lender, if any;
(vii) Seventh, during the existence of a Cash Sweep Period, (A) if due to a Cash Sweep Event other than an Event of Default or a Debt Yield Trigger Event, payment of any excess amounts after the payment of items (i) through (vi) above (“Excess Cash Flow”) to be deposited into the Rollover Reserve Account in accordance with Section 7.4.1 hereof, and (B) if due to a Debt Yield Trigger Event or an Event of Default, payment of any Excess Cash Flow to be deposited into the Excess Cash Flow Reserve Account in accordance with Section 7.6.1 and to be held in accordance with the terms and conditions hereof; and
(viii) Lastly, provided no Cash Sweep Period exists, to Borrower.Management Agreement
(c) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.
(d) Borrower hereby agrees that Lender may modify the Cash Management Agreement for the purpose of establishing additional sub-accounts in connection with any payments otherwise required under this Agreement and the other Loan Documents and Lender shall provide notice thereof to Borrower.
(e) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determine.
(ef) In Notwithstanding anything to the initial month in which a Cash Sweep Event occurscontrary herein, within three (3) Business Days all transfers of receipt of a written request from Borrower, Lender shall reserve ’s funds from the Cash Management Account or other sources to or for the amount necessary benefit of any mezzanine lender under any Subordinate Financing pursuant to make this Agreement or any of the deposits required in Section 2.8.2(b)(i)—(iv) on the next Payment Date, and, if and when such funds are available prior other Loan Documents shall constitute distributions from Borrower to the first Payment Date after Mezzanine Borrower and must comply with the requirements as to distributions of the Delaware Limited Liability Company Act. No provision of any of the Loan Documents shall create a Cash Sweep Event occurs, make the budgeted amount of monthly Operating Expenses based on the Annual Budget available to debtor-creditor relationship between Borrower from and any remaining funds to be used by Borrower to pay for Operating Expenses relating to the Propertymezzanine or subordinate lender.
Appears in 1 contract
Cash Management Account. (a) During the term of the Loan, Borrower shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Servicer Agent in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender. The Cash Management Account shall be entitled “Security Benefit Life Insurance CompanyAcadia Merrillville Realty, L.P., as Borrower and Bear Sxxxxxx Commercial Mortgage, Inc., as Lender, pursuant to Loan Agreement dated as of July 182, 2014—2007 — Cash Management Account”. .” Borrower hereby grants to Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, authorizing the executing and filing of UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Cash Management Account and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right to direct or make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower.
(b) Provided no Event of Default shall have occurred and be continuing, on each Payment Date (except during the first month of any Cash Sweep Period in which the Cash Sweep Event is not an Event of Default, the disbursement shall occur on the tenth (10th) calendar day of such first month of the Cash Sweep Period) or, if such Payment Date is not a Business Day, on the immediately preceding Business Day, all funds on deposit in the Cash Management Account, if any, shall be applied by Lender to the payment of the following items in the order indicated:
(i) First, payments to the Tax and Insurance Escrow Account in accordance with the terms and conditions of Section 7.2 hereof;
(ii) Second, payment of the Monthly Debt Service Payment Amount, applied first to the payment of interest computed at the Interest Rate with the remainder applied to the reduction of the outstanding principal balance of the Note;
(iii) Third, payments to the Replacement Reserve Account in accordance with the terms and conditions hereof;
(iv) Fourth, payment to the Lender of any other amounts then due and payable under the Loan Documents;
(v) Fifth, during the existence of a Cash Sweep Period, payments for monthly Cash Expenses
(vi) Sixth, during the existence of a Cash Sweep Period, payments for Extraordinary Expenses approved by Lender, if any;
(vii) Seventh, during the existence of a Cash Sweep Period, (A) if due to a Cash Sweep Event other than an Event of Default or a Debt Yield Trigger Event, payment of any excess amounts after the payment of items (i) through (vi) above (“Excess Cash Flow”) to be deposited into the Rollover Reserve Account in accordance with Section 7.4.1 hereof, and (B) if due to a Debt Yield Trigger Event or an Event of Default, payment of any Excess Cash Flow to be deposited into the Excess Cash Flow Reserve Account in accordance with Section 7.6.1 and to be held in accordance with the terms and conditions hereof; and
(viii) Lastly, provided no Cash Sweep Period exists, to Borrower.
(c) The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.
(dc) All funds on deposit in the Cash Management Account following the occurrence of an Event of Default may be applied by Lender in such order and priority as Lender shall determine.
(ed) In the initial month in which a Cash Sweep Event occurs, within three (3) Business Days of receipt of a written request from Borrower, Borrower hereby agrees that Lender shall reserve from may modify the Cash Management Account Agreement for the amount necessary purpose of establishing additional sub-accounts in connection with any payments otherwise required under this Agreement and the other Loan Documents and Lender shall provide notice thereof to make the deposits required in Section 2.8.2(b)(i)—(iv) on the next Payment Date, and, if and when such funds are available prior to the first Payment Date after a Cash Sweep Event occurs, make the budgeted amount of monthly Operating Expenses based on the Annual Budget available to Borrower from any remaining funds to be used by Borrower to pay for Operating Expenses relating to the PropertyBorrower.
Appears in 1 contract
Samples: Loan Agreement (Acadia Realty Trust)
