Lender Provisions. For so long as the Loan is held by Federal Home Loan Mortgage Corporation, the following provisions shall apply to the “Excess Management Fee” which is the portion of the Compensation in excess of the “Base Management Fee” of three and one-half percent (3.5%).
(a) Owner shall not pay, and Manager shall neither receive nor collect, the Excess Management Fee for any given month until all operating expenses of the Property for such month (including the Base Management Fee) and monthly principal and interest payments, imposition deposits, reserves, and all other required items or charges due under any of the Loan Documents have been paid in full.
(b) After Manager has notice of or acquires actual knowledge (a "Default Notice") of an "Event of Default" under the Mortgage, Manager will not be entitled to receive payment of the Excess Management Fee.
(c) If payment of the Excess Management Fee is included with payment of the Base Management Fee, after a Default Notice, Manager will be entitled to retain only the Base Management Fee.
(d) If Manager receives payment of the Excess Management Fee after the Default Notice, it agrees that such payment will be received and held in trust for Lender, to be applied to amounts due under or secured by the Mortgage.
(e) Nothing in this Section is intended to suggest that this Agreement is not otherwise fully subject and subordinate to the Mortgage. The Owner and Manager understand that the Lender is relying on the terms of this Agreement, including without limitation this Section, in making the Loan, and no material modification of this Agreement may be made without the prior written consent of the Lender.
Lender Provisions. Nothing in this Agreement prohibits any holder of a mortgage or other lien against the Property or Project from foreclosing its lien or accepting a deed in lieu of foreclosure. Any lien holder shall give HUD, as a courtesy, written notice prior to declaring an event of default. Any lien holder shall provide HUD concurrent notice with any written filing of foreclosure filed in accordance with state law provided that the foreclosure sale shall not occur sooner than sixty days (60) days after such notice to HUD. The Notice to HUD may be personally delivered or sent by U.S. certified or registered mail, return receipt requested, first class postage prepaid, addressed as follows: If for PBRA transactions: U.S. Department of Housing and Urban Development 000 0xx Xxxxxx XX, Xxxx 0000 Washington, DC 20410 Attention: Office of the Assistant Secretary for Housing - Rental Assistance Demonstration If for PBV transactions: U.S. Department of Housing and Urban Development 000 0xx Xxxxxx XX, Xxxx 0000 Washington, DC 20410 Attention: Office of the Assistant Secretary for Public and Indian Housing - Rental Assistance Demonstration Notwithstanding any xxxx xxxxxx’x foreclosure rights, this Agreement survives foreclosure and any new owners of the Property or the Project take ownership subject to this Agreement. Transfer of title to the Property or the Project may be grounds for termination of assistance under the RAD HAP contract. However, HUD may permit, through prior written consent by HUD, the new owner of the Property or the Project to assume the RAD HAP contract, subject to the terms included therein, or enter into a new HAP contract. Any HUD consent to continued HAP assistance is subject to the RAD Statute and other RAD program requirements. Each entity interested in purchasing the Property in a foreclosure sale administered under state foreclosure law may submit a written request to HUD to continue RAD HAP contract assistance in the event of such entity’s successful acquisition at the foreclosure sale. Such request shall be submitted by the latter of ten business days after first publication of the foreclosure sale or 60 days prior to such foreclosure sale.
Lender Provisions. Notwithstanding anything contained in this Agreement to the contrary, during any period that Owner is a party to a senior credit facility (the “Credit Facility”) with one or more third party financial institutions (collectively, the “Lender”), Property Manager agrees that:
(a) this Agreement (including any occupancy rights of Property Manager, whether set forth herein or otherwise) and the interests and estates created hereby and the rights, privileges and powers of Property Manager hereunder, shall be unconditionally made and at all times remain subject, subordinate and inferior to any security deed, mortgage or similar security instrument secured in the Credit Facility, and all the rights, privileges and powers of the Lender, or any agent thereof, thereunder and to any and all renewals, modifications, consolidations, replacements and extensions thereof;
(b) without the prior written consent of Lender, Property Manager shall have no right to assign, in whole or in part, its interest under this Agreement, and any attempted or purported assignment without such prior written consent shall be, at Lender’s sole and absolute discretion, void and of no force or effect;
(c) if any act or omission by Owner or any other circumstance (each such act, omission, and circumstance, a “default or condition”) which would give Property Manager the right, either immediately or after a lapse of time, with or without notice, to terminate this Agreement or otherwise entitle Property Manager to a claim, offset, defense or charge against Owner, shall occur or exist, then Property Manager immediately upon knowledge of such event shall give written notice of such default or condition to Lender, and notwithstanding anything contained herein, Property Manager will not exercise any such right unless and until 30 days have expired;
(d) not to enforce, or otherwise claim the benefit of, any and all rights, claims and liens which Property Manager may now or hereafter have in and to the Property, including, without limitation, any rights, claims and liens of Property Manager, or rights to file or have filed any liens, claims of lien, pursuant to any applicable laws on or against said Property on account of any services furnished or to be furnished by Property Manager; and
(e) to take such steps and execute such documentation as may be required by the Lender or Owner to implement and evidence any of the foregoing provisions.
Lender Provisions. (A) Except as set forth in Section 15.14(B) with respect to the Collateral and Seller’s consent rights with respect thereto, Purchaser may, without approval of Seller, charge or otherwise encumber its interest under this PPA for security purposes in accordance with the provisions of Section 14.1 and this Section 14.2.
(B) Promptly after making any such encumbrance, Purchaser shall notify Seller in writing of the name, address, and telephone and facsimile numbers of each Lender to which Purchaser’s interest under this PPA has been encumbered. Such Notice shall include the names of the account managers or other representatives of the Lenders to whom all written and telephonic communications may be addressed.
(C) After giving Seller the initial Notice under Section 14.2(B), Purchaser shall promptly give Seller Notice of any change in the information provided in the initial Notice or any subsequent Notice.
(D) If Purchaser encumbers its interest under this PPA as permitted by this Section 14.2, the following provisions shall apply:
1. The Parties, except as provided by the terms of this PPA, shall not modify or cancel this PPA without the prior written consent of the Lender, such consent not to be unreasonably withheld, conditioned or delayed.
2. The Lender or its designees shall have the right, but not the obligation, to perform any act required to be performed by Purchaser under this PPA to prevent or cure an Event of Default with respect to Purchaser and such act performed by the Lender or its designees shall be as effective to prevent or cure an Event of Default as if done by Purchaser, provided that, if any such Lender or any such designee elects to perform any act required to be performed by Purchaser under this PPA to prevent or cure an Event of Default by Purchaser, Seller will not be deemed to have waived or relinquished any of its rights and remedies as provided in this PPA; and provided, further, that Purchaser hereby releases Seller, to the fullest extent permitted by Applicable Law, from any and all liability arising from Seller’s performance under this PPA pursuant to instructions of the Lender following an event of default with respect to Purchaser under Lender’s Financing Documents.
3. Seller shall, promptly following any request by Purchaser, execute statements certifying that this PPA is unmodified (or, if modified, stating the nature of the modification), in full force and effect and the absence or existence (and the nature thereof), to Sell...
Lender Provisions. Notwithstanding anything herein to the contrary, each Seller Related Party and each of the other parties hereto hereby agrees that (a) no Financing Source shall have any liability hereunder (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations or losses arising under, out of, in connection with or related in any manner to this Agreement or based on, in respect of or by reason of this Agreement or its negotiation, execution, performance or breach (provided that nothing in this Section 10.14 shall limit the liability or obligations of the Lenders under the Commitment Letter or the documents governing any credit facilities provided by any Lender to Parent), (b) only Parent (including its permitted successors and assigns under the Commitment Letter) and the other parties to the Commitment Letter at their own direction shall be permitted to bring any claim against a Financing Source for failing to satisfy any obligation to fund the Financing pursuant to the terms of the Commitment Letter, (c) no amendment or waiver of this Section 10.14 shall be effective to the extent such amendment is adverse to the Financing Sources without the prior written consent of the Lenders. This Section 10.14 shall, with respect to the matters referenced herein, supersede any provision of this Agreement to the contrary.
Lender Provisions. Notwithstanding anything to the contrary contained in this Agreement, each of the Parties: (a) agrees that it will not bring or support any Person in any action, suit, proceeding, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any of the financing sources of Buyer for any portion of the debt being so provided or any commitments by any financing sources of Buyer in connection therewith (the “Debt Commitments”, and such financing sources, together with their respective Affiliates, equityholders, members, partners, officers, directors, employees, agents, advisors and representatives involved in the financing contemplated by the Debt Commitments (or, if alternative financing is being used, pursuant to the commitments with respect thereto), the “Debt Financing Sources” and each, a “Debt Financing Source”) in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including, but not limited to, any dispute arising out of or relating in any way to the Debt Commitments or the performance thereof or the financings contemplated thereby, in any forum other than the federal and New York state courts located in the Borough of Manhattan within the City of New York; (b) agrees that, except as specifically set forth in the Debt Commitments, all claims or causes of action (whether at law, in equity, in contract, in tort or otherwise) against any of the Debt Financing Sources in any way relating to the Debt Commitments or the performance thereof or the financings contemplated thereby, shall be exclusively governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to principles or rules or conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction; and (c) hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation (whether in law or in equity, whether in contract or in tort or otherwise) directly or indirectly arising out of or relating in any way to the Debt Commitments or the performance thereof or the financings contemplated thereby. Notwithstanding anything to the contrary contained in this Agreement, (a) neither Seller nor Parent (collectively, together with any of their respective successors or assigns, the “Seller Group”) shall ...
Lender Provisions. Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of Lux 1 and its Subsidiaries in connection with the Term Loans hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Lux 1 and its Subsidiaries. No Lender shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of any other Lender or to provide any other Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Term Loans or at any time or times thereafter, and no Lender shall have any responsibility with respect to the accuracy of or the completeness of any information provided by the Credit Parties to any other Lender. Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Term Loan on the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by the Requisite Lenders or Lenders, as applicable on the Closing Date. For purposes of determining compliance with the conditions specified in Section 3.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or reasonably satisfactory to a Lender unless each other Lender shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
Lender Provisions. Reference is made to that certain Consent, Estoppel, Attornment, Subordination and Non-Disturbance Agreement of even date herewith (the "Consent & Estoppel"), by and among Lessor, Lessee, Xxxxxx & Xxxxxxxxx Investments Corporation (defined as "Lender" for purposes of this section) and the Tribe. Lessor and Lessee expressly acknowledge the benefits to Lender contained in Sections 5, 6, 7, 8, 10, 11 and 12 of the Consent & Estoppel and hereby incorporate such terms into this Lease by this reference, to the extent applicable.
Lender Provisions. Notwithstanding any other provision hereof to the contrary, Polk County and the Owner agree as follows:
(A) Each Lender shall provide its notice information to Polk County and the Owner. Thereafter, all material notices under this Agreement, including notices with respect to any defaults under this Agreement, shall also be sent to each Lender.
(B) Each Lender shall have the same opportunity to cure any default as the Owner and Polk County agrees not to terminate this Agreement until Polk County has given the Lender(s) notice of its intention to terminate this Agreement and provided the Lender(s) with the reasonable opportunity to cure such default as set forth herein. Any performance by the Lender(s) of the obligations of the Owner shall not be deemed to be an assumption by the Lender(s) of the obligations of the Owner hereunder. During such cure period, Polk County agrees to give the Lender(s) access to the Poinciana Toll Road as is otherwise provided to the Owner prior to any default.
(C) If so requested by the Lender(s), Polk County will deliver an estoppel letter from time to time to Owner and Lender(s), in form and substance reasonably satisfactory to Polk County and to the Lender(s), certifying as to whether this Agreement remains in effect and whether any claims for non-performance or breach have occurred and are continuing. Polk County also agrees to enter into an agreement with the Lender, if requested by the Lender, setting forth the terms of this Section 5.06.
(D) In the event a Lender (or an entity designated by a Lender that otherwise satisfies the requirement of Section 6.11 (D) (3) at the time of the applicable transfer) becomes the owner of the Poinciana Toll Road by foreclosure or otherwise, the Lender or such entity shall have all of the privileges and obligations of the Owner under this Agreement.
Lender Provisions. Master Landlord’s lender, if any, has approved the Sublease, if such approval is necessary. In the event the recognition right set forth herein becomes effective, Master Landlord agrees to use commercially reasonable efforts to obtain from its lender a commercially reasonable subordination, non-disturbance and attornment agreement in favor of Subtenant agreeing that Subtenant’s rights pursuant to this Consent Agreement (and the Sublease and Master Lease pursuant to the recognition right) will not be disturbed so long as Subtenant is not in default after the expiration of any applicable notice and cure periods.
