Discounted Payoff. (a) Notwithstanding anything to the contrary contained in this Agreement or any Lender Documents and without any obligation on the part of Borrower, or any other Loan Party or any Mezzanine Borrower to make, or any Lender or any Mezzanine Lender to accept, a Discounted Payoff under this Agreement or any Mezzanine Loan Agreement, any Mezzanine Borrower and its Affiliates shall be permitted to make a Discounted Payoff of any Mezzanine Loan; provided that, no Event of Default is continuing (solely under the Loan and not any Mezzanine Loan) and, provided, further, that any Mezzanine Lender (or any individual co-lender or participant) receiving such Discounted Payoff has consented to such prepayment. Notwithstanding anything to the contrary contained in this Agreement or any Lender Documents, any prepayments made by any Mezzanine Borrower or its Affiliates in connection with a Discounted Payoff shall be applied solely to reduce such portion of any Mezzanine Loan held by any Mezzanine Lender or participant in any Mezzanine Loan by an amount equal to the Face Amount of such Discounted Payoff. For purposes of calculating the Debt Yield, any portion of any Mezzanine Loan deemed outstanding after giving effect to such Discounted Payoff shall be reduced by the Face Amount of any Mezzanine Loan retired in connection with such Discounted Payoff.
(b) Each of Borrower and the other Loan Parties acknowledges and agrees that any Discounted Payoff of any Mezzanine Loan shall in no event be characterized by Borrower or any other Loan Party as a purchase of an interest in any Mezzanine Loan.
(c) Lender acknowledges that nothing contained in any Lender Documents or any other intercreditor or co-lender or participation arrangements among the Lender and/or any Mezzanine Lender shall restrict Discounted Payoffs of all or any portion of any Mezzanine Loan (or any participation thereof) and shall permit Discounted Payoffs of any Mezzanine Loan (in whole or part) without requiring the consent of Lender or any Mezzanine Lender (or participants) and in the event of any conflict between such Lender Documents or other intercreditor, co-lender or participation arrangements and this Section 10.33, then this Section 10.33 shall govern and control.
(d) Following any Discounted Payoff, the then-existing Release Amount (as defined in any Mezzanine Loan) for each Individual Property with respect to any Mezzanine Loan shall be reduced by a percentage expressed as a fraction (x) the numerator of...
Discounted Payoff. Section 5 of the Fourth Extension Agreement, as amended by Section 5 of the Fifth Extension Agreement, is amended and restated in its entirety by the following superseding provisions.
(a) The Prospect Parties, collectively and individually, shall make their best efforts to raise a sufficient aggregate amount in Equity Issuances (as defined in the Note) between the Effective Date and April 23, 2014 (the “Prepayment Expiration Date”) in order to make Fifteen Million Dollars ($15,000,000) in aggregate payments pursuant to the Note after the Effective Date and before the Prepayment Expiration Date.
(b) Upon indefeasible prepayment of the Note on or prior to the Prepayment Expiration Date in accordance with, and subject to the conditions set forth in, Section 3.4 of the Note (such payment if made subject to such conditions and prior to such deadline, the “Discounted Payoff”), the Prospect Parties and Karlsson agree:
(1) to execute and deliver that certain Amendment No. 2 to Additional Consideration Agreement (the “ACA Amendment”) in form attached as Exhibit 5 to this Agreement;
(2) immediately following the execution of the ACA Amendment, to execute and deliver those certain Royalty Agreements in the forms attached as Exhibit 6 to this Agreement (together with all royalty agreements to be executed and delivered pursuant to Section 12(b) of the Fourth Extension Agreement, the “Royalty Agreements”);
(3) that the Prospect Parties, at their cost and expense shall cause the Royalty Agreements to be recorded in the Official Records and, to the extent applicable to any lands administered by the ASLD, filed in the records of the ASLD, and shall deliver a certified copy of the recorded instruments and evidence of such filing to Karlsson, subject only to the title exceptions set forth in those certain lender’s title insurance policies issued by Commonwealth Land Title Insurance Company as policy # 01771851 as to the AWP Royalty Agreement and, with respect to the Apache Royalty Agreement, Commonwealth Land Title Insurance policy # 01792291;
(4) that all obligations of the Prospect Parties, on the one hand, and Karlsson, on the other, under the Loan Documents shall be terminated and any such documents or instruments as are reasonably required to evidence such termination (including but not limited to UCC Termination Statements) shall, upon the written request of, and at the expense of, the Prospect Parties, be executed and, if required, filed. Notwithstanding the foregoing...
Discounted Payoff. The Special Servicer may (pursuant to the ----------------- authority granted to the Special Servicer by the terms and provisions of Section 3.10 (a) above), subject to the Decision Matrix, accept a discounted payoff of a Transferred Mortgage Loan. The Special Servicer, or any of its affiliates, may provide new financing to the Mortgagor to facilitate such discounted payoff provided that the Special Servicer obtains the Owner's prior written consent with respect thereto. The Owner acknowledges that if the Special Servicer provides such financing, the Special Servicer may receive fees from the Mortgagor in connection therewith and the Owner will not be entitled to any such fees to the extent that such fees are customary and reasonable.
Discounted Payoff. (a) The Prospect Parties, collectively and individually, shall make their best efforts to raise a sufficient aggregate amount in Equity Issuances (as defined in the Note) between the Effective Date and March 10, 2014 (the “Prepayment Expiration Date”) in order to make Twenty-Five Million Dollars ($25,000,000) in aggregate payments pursuant to the Note after the Effective Date and before the Prepayment Expiration Date.
(b) Upon indefeasible prepayment of the Note prior to the Prepayment Expiration Date in accordance with, and subject to the conditions set forth in, Section 3.4 of the Note (such payment if made subject to such conditions and prior to such deadline, the “Discounted Payoff”), the Prospect Parties and Karlsson agree:
(1) to execute and deliver those certain Royalty Agreements in the forms attached hereto as Exhibit H (together with all royalty agreements to be executed and delivered pursuant to Section 12(b) of this Agreement, the “Royalty Agreements”) amending the Additional Consideration Agreement dated as of August 1, 2012 among AWP, Apache, and Karlsson, as previously amended;
(2) that the Prospect Parties, at their cost and expense shall cause the Royalty Agreements to be recorded in the Official Records and, to the extent applicable to any lands administered by the ASLD, filed in the records of the ASLD, and shall deliver a certified copy of the recorded instruments and evidence of such filing to Karlsson, subject only to the title exceptions set forth in those certain lender’s title insurance policies issued by Commonwealth Land Title Insurance Company as policy # 01771851 as to the AWP Royalty Agreement and, with respect to the Apache Royalty Agreement, Commonwealth Land Title Insurance policy # 01792291;
(3) that all obligations of the Prospect Parties, on the one hand, and Karlsson, on the other, under the Loan Documents shall be terminated and any such documents or instruments as are reasonably required to evidence such termination (including but not limited to UCC Termination Statements) shall, upon the written request of the Prospect Parties, be executed and, if required, filed. Notwithstanding the foregoing, the covenants, terms, conditions and obligations of the Prospect Parties and rights of Karlsson under the Supplemental Payment Agreement, the Additional Consideration Agreement (for the avoidance of doubt, including but not limited to the Royalty Agreements), Sections 4(a), 5(b), 7, 11 and 12 of this Agreement, the Registratio...
Discounted Payoff. (a) Notwithstanding anything to the contrary contained in this Agreement and without any obligation on the part of Borrower, Mortgage Borrower or any Other Mezzanine Borrower to make, or any Lender, Mortgage Lender or Other Mezzanine Lender to accept, a Discounted Payoff under this Loan Agreement, the Mortgage Loan Agreement or any Other Mezzanine Loan Agreement, as applicable, Mortgage Borrower, each Other Mezzanine Borrower shall be permitted to prepay at a discount any portion of the Mortgage Loan or related Other Mezzanine Loan, as applicable (each a “Discounted Payoff”); provided that, no Mortgage Event of Default is continuing, Mezzanine A Loan Default is continuing, no Mezzanine B Loan Default and no Event of Default is continuing, and provided further that Mortgage Lender or the applicable Other Mezzanine Lender, as applicable, receiving such Discounted Payoff agrees to accept such Discounted Payoff. Notwithstanding anything to the contrary contained in this Agreement, any prepayments made by Mortgage Borrower or an Other Mezzanine Borrower in connection with a Discounted Payoff shall be applied solely to reduce the portion of the Mortgage Loan or related Other Mezzanine Loan, as applicable, held by the Other Mezzanine Lender, as applicable, or participant in such Other Mezzanine Loan accepting such Discounted Payoff by an amount equal to the Face Amount. Notwithstanding such Discounted Payoff, the Mortgage Loan, applicable Other Mezzanine Loan, as applicable, shall be deemed to remain outstanding at the amount of principal then outstanding immediately prior to such Discounted Payoff for purposes of calculating Debt Yield.
(b) Borrower acknowledges and agrees that any Discounted Payoff of the Mortgage Loan or any Other Mezzanine Loan, as applicable, shall in no event be characterized by Borrower as a purchase of an interest in the Mortgage Loan related Other Mezzanine Loan, as applicable.
(c) Lender acknowledges that in connection with each Discounted Payoff, the Mortgage Loan Agreement or applicable Other Mezzanine Loan Agreement, as applicable, shall be automatically amended, without any action or additional documentation required to be executed by the Mortgage Lender, applicable Other Mezzanine Lender, as applicable or Mortgage Borrower or the applicable Other Mezzanine Borrower, as applicable, to reduce the applicable Mortgage Release Amount or Other Mezzanine Release Amount, as applicable, with respect to each Property for the Mortgage Loan or...
Discounted Payoff. So long as the Forbearance Period is not then terminated, the Lender agrees to accept, in full satisfaction of all Obligations (other than contingent indemnification obligations in respect of which no claim has been asserted):
(a) on or before the ninetieth (90th) day following the Effective Date, an amount equal to: (i) $2,230,000, less (ii) the sum of all Forbearance Period Payments and Cure Payments made through the date of such payoff transaction; and
(b) after the ninetieth (90th) day following the Effective Date, an amount equal to: (i) $2,530,000, less (ii) the sum of all Forbearance Period Payments and Cure Payments made through the date of such payoff transaction.
Discounted Payoff. Borrower agrees to pay to Lender an amount equal to $25,000,000.00 (the “Discounted Payoff Amount”) in cash by wire transfer of immediately available funds to the account specified on Schedule 1 attached hereto prior to 5:00 pm (New York City time) on November 30, 2009 (the “Outside Payoff Date”), subject to Section 1.3 hereof. Provided that each of the conditions set forth in Section 2.1 hereof have been satisfied, Lender agrees to accept the Discounted Payoff Amount in full and complete satisfaction of the Loans. Upon acceptance of the Discounted Payoff Amount by Lender in accordance with the terms hereof, the obligations of all Borrower Parties under the Loan Documents and Junior A Mezzanine Loan Documents shall be deemed satisfied and released as if, and to extent, such obligations are satisfied and released upon payment in full of all amounts due under the Loans, subject only to Section 3.1 hereof.
Discounted Payoff. Provided that the Partnership is not in default under the Note, Deed of Trust or any other document or instrument evidencing or securing the Loan (collectively, the "Loan Documents"), the Partnership shall have the option, on or before 5:00 p.m. on Tuesday, September 30, 1997 (the " Payoff Date"), te deliver to HWFP, at the address set forth below, by certified check or wired funds, an amount equal to Two Hundred Thousand Dollars ($200,000.00) (the "Discounted Payoff Amount"), plus accrued interest in the amount of Seven Hundred Eight and 48/100 Dollars ($708.48) (the "Accrued Interest"), which Discounted Payoff Amount and Accrued Interest HWFP agrees to accept on or before the Payoff Date as full satisfaction of the Hxxxxxxxx'x Wharf Marina, L.P. September 29, 1997 Page 2 Loan. Upon receipt of the Discounted Payoff Amount and Accrued Interest, HWFP shall deliver to the Partnership (a) the original Note marked "Paid" (or an original executed lost note affidavit if the original Note is unavailable) and (b) a satisfaction of the Deed of Trust in a form suitable for recording.
Discounted Payoff. The Servicer may (pursuant to the authority ----------------- granted to the Servicer by the terms and provisions of Section 3.1 above) accept a discounted payoff of the Loan. The Servicer, or any of its affiliates, may provide new financing to the Obligor to facilitate such discounted payoff provided that the Servicer obtains Owner's prior written consent. Owner acknowledges that if Servicer provides such financing Servicer will receive fees from the Obligor in connection therewith and Owner will not be entitled to any such fees.
Discounted Payoff. Borrower may, at Borrower’s sole option, pay off the Loans through a cash payment (“Discounted Payoff”), which Lenders and Administrative Agent hereby acknowledge and deem acceptable, as set forth below: 0-60 $ 11,700.000 61-90 12,200,000 91-120 12,500,000 In the event that Borrower makes the required Discounted Payoff in a timely manner, all rights and interests of the Lenders and Administrative Agent in the Residential Units and to the Property shall cease, and all rights and obligations of the Borrower, Guarantor, Lenders, and Administrative Agent under this Forbearance Agreement and under the Loan Documents shall be released and deemed satisfied. In such event, Administrative Agent and Lenders shall execute a deed of release for recordation prepared by Borrower and to be recorded by Borrower, at Borrower’s sole cost and expense, in form reasonably acceptable to Administrative Agent.
