Lender to Take Proceeds. (a) Subject to the terms of the Existing Citibank Lease, if (i) the Proceeds (other than any amounts to which the Citibank Tenant is entitled under the Existing Citibank Lease) shall equal or exceed the Principal Amount, (ii) a Monetary Default or an Event of Default shall have occurred and be continuing (it being agreed, however, that if a Monetary Default has occurred and is continuing (but not an Event Default), Lender may not apply the Proceeds to the Indebtedness, but rather shall be entitled to hold the Proceeds in trust until such Monetary Default has been cured or an Event of Default has occurred), (iii) a Total Loss with respect to the Property shall have occurred, (iv) the Work is not capable of being completed before the earlier to occur of the date which is six (6) months prior to the earlier of the Maturity Date and the date on which the business interruption insurance carried by Borrower with respect to the Property shall expire (the "Cut-Off Date"), unless on or prior to the Cut-Off Date Borrower (x) shall deliver to Lender and there shall remain in effect a binding written offer, subject only to customary conditions, of an Approved Bank or such other financial institution or investment bank reasonably satisfactory to Lender duly authorized to originate loans secured by real property located in the State for a loan from such Approved Bank or such other financial institution or investment bank to Borrower in a principal amount of not less than the then Principal Amount and which shall, in Lender's reasonable judgment, enable Borrower to refinance the Loan prior to the Maturity Date and (y) if a Securitization shall have occurred, shall obtain a Rating Agency Confirmation, (v) the Property is not capable of being restored substantially to its condition prior to such Taking or casualty and such incapacity shall have a Material Adverse Effect, (vi) Leases demising in the aggregate less than 50% of the total rentable space in the Property which has been demised under executed and delivered Leases in effect as of the date of the occurrence of such fire or other casualty remain in full force and effect during and after the completion of the restoration and (vii) Lender determines that upon the completion of the restoration, the gross cash flow and the net cash flow of the Property will not be restored to a level sufficient to cover all carrying costs and operating expenses of the Property, including, without limitation, debt service on the Note at a coverage ratio (after deducting all required reserves as required by Lender from net operating income) of at least 1.5 to 1.0, which coverage ratio shall be determined by Lender in its sole and absolute discretion; then in any such case, all Proceeds shall be paid over to Lender (if not paid directly to Lender) and any Proceeds remaining after reimbursement of Lender's or its agent's reasonable out-of-pocket costs and expenses actually incurred in connection with recovery of any such Proceeds (including, without limitation, reasonable out-of-pocket administrative costs and inspection fees) may be applied by Lender in its sole discretion to prepay the Note in accordance with the provisions thereof, and the balance, if any, if so provided in the Mezzanine Loan Agreement, shall be paid to Mezzanine Lender to be applied pursuant to the terms of the Mezzanine Loan Agreement (or if no Mezzanine Loan is outstanding, or it does not provide for such application, to Borrower). (b) In the event that Lender elects to apply the Proceeds to prepay the Note pursuant to Section 6.2.3(a) above and such Proceeds are less than the Principal Amount outstanding as of the date of prepayment, then Borrower may, in Borrower's discretion on prior written notice to Lender, prepay the remaining balance of the Principal Amount, without premium or penalty, in accordance with the provisions of the Note on the Payment Date on which Lender shall apply such Proceeds to prepayment of the Principal Amount or any Payment Date thereafter.
Appears in 2 contracts
Samples: Loan and Security Agreement (Reckson Operating Partnership Lp), Loan and Security Agreement (Reckson Associates Realty Corp)
Lender to Take Proceeds. (a) Subject to the terms of the Existing Citibank Lease, if If (i) the Proceeds (other than with respect to any amounts to which the Citibank Tenant is entitled under the Existing Citibank Lease) particular Individual Property shall equal or exceed the Allocated Loan Amount for such Individual Property at a time when the aggregate Allocated Loan Amounts of Individual Properties then currently impacted by a casualty, damage, destruction or Taking is greater than 10% of the Principal Amount, (ii) a Monetary Default or an Event of Default shall have occurred and be continuing (it being agreed, however, that if a Monetary Default has occurred and is continuing (but not an Event Default), Lender may not apply the Proceeds to the Indebtedness, but rather shall be entitled to hold the Proceeds in trust until such Monetary Default has been cured or an Event of Default has occurred)continuing, (iii) a Total Loss with respect to the any Individual Property shall have occurred, (iv) the Work is not capable of being completed before the earlier to occur of the date which is six (6) months prior to the earlier of the Maturity Date and the date on which the business interruption insurance carried by Borrower with respect to such Individual Property on which the business interruption insurance carried with respect to such Individual Property shall expire (the "“Cut-Off Date"”), unless on or prior to the Cut-Off Date (A) Borrower (x) shall deliver to the Lender and there shall remain in effect a binding written offer, subject only to customary conditions, of an Approved Bank or such other financial institution or investment bank reasonably satisfactory to Lender duly authorized to originate loans secured by real property located in the State and reasonably satisfactory to Lender for a loan from such Approved Bank or such other financial institution or investment bank to the Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) in a principal amount of not less than the then Principal outstanding Allocated Loan Amount for such Individual Property and which shall, in the Lender's ’s reasonable judgment, enable the Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) to refinance the Allocated Loan Amount with respect to such Individual Property at or prior to the Maturity Date and (yB) if a Securitization shall have occurred, Borrower shall obtain a Rating Agency Confirmation, (v) the Individual Property is not capable of being restored substantially to its condition prior to such Taking or casualty and such incapacity shall have a Material Adverse Effect, (vi) Leases demising the Master Lessee or Borrower (or in the aggregate less than 50% case of the total rentable space in Maryland Property, Maryland Loan Guarantor) shall exercise any termination right under the Property which has been demised under executed and delivered Leases in effect as of the date of the occurrence of such fire Master Lease or other casualty remain in full force and effect during and after the completion of the restoration and (vii) Lender determines that that, upon the completion of the restoration, the gross cash flow and the net cash flow of the Property will not be restored to a level sufficient to cover all carrying costs and operating expenses of the Property, including, without limitation, debt service on the Note Notes at a coverage ratio (after deducting all required reserves reserves, as required by Lender Lender, from net operating income) of at least 1.5 1.0 to 1.0, which coverage ratio shall be determined by Lender in its sole and absolute reasonable discretion; then in any such case, all Proceeds shall be paid over to Lender (if not paid directly to Lender) and any for application as set forth in clause (b) below. Any Proceeds remaining after reimbursement of Lender's ’s or its agent's reasonable out-of-pocket ’s costs and expenses actually incurred in connection with recovery of any such Proceeds (including, without limitation, reasonable out-of-pocket administrative costs and inspection fees) may shall, except to the extent required under the provisions hereof to be applied for restoration, be paid to the Holding Account to be applied by Lender in its sole discretion to prepay the Note Notes to the extent of the Release Price for such Individual Property in accordance with the provisions thereofhereof (without the imposition of any Yield Maintenance Premium), and with the balance, if any, if so provided in the Mezzanine Loan Agreement, shall to be paid to Mezzanine the Borrower’s Account. If the Proceeds applied by Lender to be applied pursuant to the terms of preceding sentence equal or exceed the Mezzanine Loan Agreement (or if no Mezzanine Loan is outstanding, or it does not provide Release Price for such applicationIndividual Property, Borrower shall be entitled to Borrower).
(b) In the event that Lender elects obtain a Property Release subject to apply and in accordance with Section 2.3.4. If the Proceeds so applied by Lender pursuant to clauses (a)(iii), (v) or (vi) above are not sufficient to pay the Release Price with respect to an Individual Property in full, Borrower shall be entitled to prepay the Note pursuant to Section 6.2.3(a) above and such Proceeds are less than the Principal Amount outstanding as remainder of the date Release Price and obtain a Property Release with respect to the Individual Property for which the Proceeds were received in accordance with Section 2.3.4 without the imposition of prepayment, then Borrower may, in Borrower's discretion on prior written notice to Lender, prepay the remaining balance of the Principal Amount, without premium or penalty, any Yield Maintenance Premium and otherwise in accordance with the terms and provisions of the Note on the Payment Date on which Lender shall apply such Proceeds to prepayment of the Principal Amount or any Payment Date thereafterNote.
Appears in 2 contracts
Samples: Loan and Security Agreement (BlueLinx Holdings Inc.), Loan and Security Agreement (BlueLinx Holdings Inc.)
Lender to Take Proceeds. (a) Subject to the terms of the Existing Citibank Lease, if If
(i) the Proceeds (other than with respect to any amounts affected Individual Property shall exceed 20% of the related Allocated Loan Amount or the Proceeds with respect to which the Citibank Tenant is entitled under the Existing Citibank Lease) shall equal or Property in aggregate exceed 25% of the Principal Amount, ;
(ii) a Monetary Default or an Event of Default shall have occurred and be continuing (it being agreed, however, that if a Monetary Default has occurred and is continuing (but not an Event Default), Lender may not apply the Proceeds to the Indebtedness, but rather shall be entitled to hold the Proceeds in trust until such Monetary Default has been cured or an Event of Default has occurred), continuing;
(iii) a Total Loss with respect to the Property shall have occurred, ;
(iv) the Work is not capable of being completed before the earlier to occur of the date which is six (6) months prior to the earlier of the Maturity Date and the date on which the business interruption insurance carried by Borrower with respect to the Property shall expire (the "Cut-Off Date"), unless on or prior to the Cut-Off Date Borrower (x) shall deliver to Lender and there shall remain in effect a binding written offer, subject only to customary conditions, of an Approved Bank or such other financial institution or investment bank reasonably satisfactory to Lender duly authorized to originate loans secured by real property located in the State for a loan from such Approved Bank or such other financial institution or investment bank to Borrower in a principal amount of not less than the then Principal Amount and which shall, in Lender's reasonable judgment, enable Borrower to refinance the Loan prior to the Maturity Date and (y) if a Securitization shall have occurred, shall obtain a Rating Agency Confirmation, ;
(v) the Property is not capable of being restored substantially to its condition prior to such Taking or casualty and such incapacity shall have a Material Adverse Effect, ;
(vi) Leases demising in the aggregate less than 50% of the total rentable space in the affected Individual Property which has been demised under executed and delivered Leases in effect as of the date of the occurrence of such fire or other casualty remain in full force and effect during and after the completion of the restoration and restoration; or
(vii) Lender reasonably determines that upon the completion of the restoration, the gross cash flow and the net cash flow of the Property will not be restored to a level sufficient to cover all carrying costs and operating expenses of the Property, including, without limitation, debt service on the Note at a coverage ratio (after deducting all required reserves as required by Lender from net operating income) of at least 1.5 1.59 to 1.0, which coverage ratio shall be determined by Lender in its sole and absolute discretion; then in any such case, all Proceeds shall be paid over to Lender (if not paid directly to Lender) and any Proceeds remaining after reimbursement of Lender's ’s or its agent's ’s reasonable out-of-pocket costs and expenses actually incurred in connection with recovery of any such Proceeds (including, without limitation, reasonable out-of-pocket administrative costs and inspection fees) may shall be applied by Lender in its sole discretion to prepay the Note Indebtedness (without payment of any Liquidated Damages Amount), except to the extent Borrower is required to apply such Proceeds to restore the Property pursuant to the BofA Lease and does not have the right to elect not to restore the Property in accordance with the provisions thereof, thereof and the balance, if any, if so provided in the Mezzanine Loan Agreement, any shall be paid to Mezzanine Lender to be applied pursuant Borrower and, if such Proceeds shall equal or exceed the Release Price applicable to the terms affected Individual Property, such payment shall be treated as payment of such Release Price and, upon satisfaction of the Mezzanine Loan Agreement requirements of Section 8.7 (or if no Mezzanine Loan is outstandingother than Section 8.7(i), or it does not provide for (ii), (vi) and (vii)), such application, to Borrower)Individual Property shall be a Release Property.
(b) In the event that Lender elects to apply the Proceeds to prepay the Note pursuant to Section 6.2.3(a) above and such Proceeds are less than the Principal Amount outstanding as of the date of prepayment, then Borrower may, in Borrower's discretion on prior written notice to Lender, prepay the remaining balance of the Principal Amount, without premium or penalty, in accordance with the provisions of the Note on the Payment Date on which Lender shall apply such Proceeds to prepayment of the Principal Amount or any Payment Date thereafter.
Appears in 2 contracts
Samples: Loan and Security Agreement (KBS Real Estate Investment Trust, Inc.), Loan and Security Agreement (American Financial Realty Trust)
Lender to Take Proceeds. (a) Subject to the terms of the Existing Citibank Lease, if If (i) the Proceeds (other than any amounts to which the Citibank Tenant is entitled under the Existing Citibank Lease) shall equal or exceed the Principal Amount, ; (ii) a Monetary Default or an Event of Default shall have occurred and be continuing (it being agreed, however, that if a Monetary Default has occurred and is continuing (but not an Event Default), Lender may not apply the Proceeds to the Indebtedness, but rather shall be entitled to hold the Proceeds in trust until such Monetary Default has been cured or an Event of Default has occurred), continuing; (iii) a Total Loss with respect to the Property shall have occurred, ; (iv) the Work is not capable of being completed before the earlier to occur of the date which is six (6) months prior to the earlier of the Maturity Date and the date on which the business interruption insurance carried by Borrower with respect to the Property shall expire (the "Cut-Off Date"), unless on or prior to the Cut-Off Date the Borrower (x) shall deliver to the Lender and there shall remain in effect a binding written offer, subject only to customary conditions, of an Approved Bank or such other financial institution or investment bank reasonably satisfactory to Lender duly authorized to originate loans secured by real property located in the State for a loan from such Approved Bank or such other financial institution or investment bank to the Borrower in a principal amount of not less than either (1) the then Principal Amount, and Borrower shall be required to repay the Principal Amount and which shallall other amounts due on the Maturity Date, or (2) the Release Price (when combined with the Proceeds related to the affected Individual Properties) applicable to the affected Individual Properties, and Borrower shall be required to obtain a Property Release in Lender's reasonable judgment, enable Borrower accordance with the terms of Section 8.7 with respect to refinance the Loan affected Individual Properties prior to the Maturity Date expiration of the business interruption insurance (in which event Borrower shall have the right to apply the applicable Proceeds to the payments required in connection with such Property Release) and (y) if a Securitization shall have occurred, shall obtain a Rating Agency Confirmation, ; (v) the Property is not capable of being restored substantially to its condition prior to such Taking or casualty and such incapacity shall have a Material Adverse Effect, ; (vi) Leases demising in the aggregate less than 50% of the total rentable space in the Property which has been demised under executed and delivered Leases in effect as of the date of the occurrence of such fire or other casualty remain in full force and effect during and after the completion of the restoration restoration; and (vii) Lender reasonably determines that upon the completion of the restoration, the gross cash flow and the net cash flow of the Property will not be restored to a level sufficient to cover all carrying costs and operating expenses of the Property, including, without limitation, debt service on the Note at a coverage ratio (after deducting all required reserves as required by Lender from net operating income) of at least 1.5 2.0 to 1.0, which coverage ratio shall be determined by Lender in its sole and absolute discretion; then in any such case, all Proceeds shall be paid over to Lender (if not paid directly to Lender) and any Proceeds remaining after reimbursement of Lender's ’s or its agent's ’s reasonable out-of-pocket costs and expenses actually incurred in connection with recovery of any such Proceeds (including, without limitation, reasonable out-of-pocket administrative costs and inspection fees) may shall be applied by Lender in its sole discretion to prepay the Note (without payment of any Liquidated Damages Amount), except to the extent Borrower is required to apply such Proceeds to restore the Property pursuant to the BofA Lease and does not have the right to elect not to restore the Property in accordance with the provisions thereof, thereof and the balance, if any, if so provided in the Mezzanine Loan Agreement, any shall be paid to Mezzanine Lender to be applied pursuant Borrower and, if such Proceeds shall equal or exceed the Release Price applicable to the terms affected Individual Property, such payment shall be treated as payment of such Release Price and, upon satisfaction of the Mezzanine Loan Agreement requirements of Section 8.7 (or if no Mezzanine Loan is outstandingother than Section 8.7 (i), or it does not provide for (ii), (vi) and (vii)), such application, to Borrower)Individual Property shall be a Release Property.
(b) In the event that Lender elects to apply the Proceeds to prepay the Note pursuant to Section 6.2.3(a) above and such Proceeds are less than the Principal Amount outstanding as of the date of prepayment, then Borrower may, in Borrower's discretion on prior written notice to Lender, prepay the remaining balance of the Principal Amount, without premium or penalty, in accordance with the provisions of the Note on the Payment Date on which Lender shall apply such Proceeds to prepayment of the Principal Amount or any Payment Date thereafter.
Appears in 1 contract
Samples: Loan and Security Agreement (American Financial Realty Trust)
Lender to Take Proceeds. (a) Subject to the terms and provisions of the Existing Citibank LeaseMaster Lease (which shall at all times such agreement is in effect govern the use and disposition of Proceeds and their availability for restoration notwithstanding anything to the contrary contained herein), if (i) the Proceeds (other than any amounts to which the Citibank Tenant is entitled under the Existing Citibank Lease) shall equal or exceed the Principal Amount, (ii) a Monetary Default or an Event of Default shall have occurred and be continuing (it being agreed, however, that if a Monetary Default has occurred and is continuing (but not an Event Default), Lender may not apply the Proceeds to the Indebtedness, but rather shall be entitled to hold the Proceeds in trust until such Monetary Default has been cured or an Event of Default has occurred)continuing, (iiiii) a Total Loss with respect to the Property shall have occurred, (iviii) the Work is not capable of being completed before the earlier to occur of the date which is six (6) months prior to the earlier of the Maturity Date (as the same may be extended pursuant to the terms of the Note) and the date on which the business interruption insurance carried by Borrower with respect to the Property shall expire (the "“Cut-Off Date"”), unless on or prior to the Cut-Off Date the Borrower (x) shall deliver to the Lender and there shall remain in effect a binding written offer, subject only to customary conditions, of an Approved Bank or such other financial institution or investment bank reasonably satisfactory to Lender duly authorized to originate loans secured by real property located in the State for a loan from such Approved Bank or such other financial institution or investment bank to the Borrower in a principal amount of not less than the then Principal Amount and which shall, in the Lender's ’s reasonable judgment, enable the Borrower to refinance the Loan prior to the Maturity Date and (y) if a Securitization shall have occurred, shall obtain a Rating Agency ConfirmationDate, (v) the Property is not capable of being restored substantially to its condition prior to such Taking or casualty and such incapacity shall have a Material Adverse Effect, (vi) Leases Subleases demising in the aggregate less than 50% of the total rentable space in the Property which has been demised under executed and delivered Leases Subleases in effect as of the date of the occurrence of such fire or other casualty remain in full force and effect during and after the completion of the restoration and restoration, (vii) the Mater Lessee or Borrower shall exercise any termination right under the Master Lease or (viii) Lender determines that upon the completion of the restoration, the gross cash flow and the net cash flow of the Property will not be restored to a level sufficient to cover all carrying costs and operating expenses of the Property, including, without limitation, debt service on the Note Notes at a coverage ratio (after deducting all required reserves as required by Lender from net operating income) of at least 1.5 2.0 to 1.0, which coverage ratio shall be determined by Lender in its sole and absolute reasonable discretion; then in any such case, all Proceeds shall be paid over to Lender (if not paid directly to Lender) for application as set forth in clause (b) below.
(b) Subject to the terms and provisions of the Master Lease (which shall at all times such agreement is in effect govern the use and disposition of Proceeds and their availability for restoration notwithstanding anything to the contrary contained herein), any Proceeds remaining after reimbursement of Lender's ’s or its agent's ’s reasonable out-of-pocket costs and expenses actually incurred in connection with recovery of any such Proceeds (including, without limitation, reasonable out-of-pocket administrative costs and inspection fees) may shall, except to the extent required under the provisions hereof to be applied for restoration, be applied by Lender in its sole discretion to prepay the Note Notes to the extent of the Release Price for such Individual Property in accordance with the provisions thereofthereof (without the imposition of any Prepayment Fee), and the balance, if any, if so provided in the Mezzanine Loan Agreement, any shall be paid over to (i) the First Mezzanine Lender to be applied pursuant to in accordance with the terms of the First Mezzanine Loan Agreement to the extent of the Release Price (or if no Mezzanine Loan is outstanding, or it does not provide Mezzanine) set forth therein for such applicationIndividual Property, (ii) with the balance, if any, to Borrower).
(b) In the event that Second Mezzanine Lender elects to apply the Proceeds to prepay the Note pursuant to Section 6.2.3(a) above and such Proceeds are less than the Principal Amount outstanding as of the date of prepayment, then Borrower may, in Borrower's discretion on prior written notice to Lender, prepay the remaining balance of the Principal Amount, without premium or penalty, be applied in accordance with the terms of the Second Mezzanine Loan Agreement to the extent of the Release Price (Mezzanine) set forth therein, or (iii) with the balance, if any, to the Third Mezzanine Lender to be applied in accordance with the terms of the Third Mezzanine Loan Agreement to the extent of the Release Price (Mezzanine) set forth therein, (iv) with the balance, if any, to the Fourth Mezzanine Lender to be applied in accordance with the terms of the Fourth Mezzanine Loan Agreement to the extent of the Release Price (Mezzanine) set forth therein, (v) with the balance, if any, to the Holding Account to be applied by Lender to prepay the Notes, and (vi) if the Mezzanine Loans are no longer outstanding, the balance, if any, to the Borrower’s Account. If the Proceeds applied by Lender and Mezzanine Lenders pursuant to the preceding sentence equal or exceed the Release Price and the combined Release Price (Mezzanine) for such Individual Property, Borrower shall be entitled to obtain a Property Release subject to and in accordance with Section 2.3.4. Transfers of Proceeds to or for the benefit of any of the Mezzanine Borrowers shall constitute distributions to First Mezzanine Borrower, and deemed distributions by the First Mezzanine Borrower to the Second Mezzanine Borrower, by the Second Mezzanine Borrower to the Third Mezzanine Borrower, and by the Third Mezzanine Borrower to the Fourth Mezzanine Borrower, as applicable, and, in each case, must comply with the requirements as to distributions of the Delaware Limited Liability Company Act. The provisions of the Note on the Payment Date on which Lender this Section 6.2.3 shall apply such Proceeds to prepayment of the Principal Amount or not create a debtor-creditor relationship between Borrower and any Payment Date thereafterMezzanine Lender.
Appears in 1 contract
Lender to Take Proceeds. (a) Subject to the terms of the Existing Citibank Lease, if If (i) the Proceeds (other than any amounts to which the Citibank Tenant is entitled under the Existing Citibank Lease) shall equal or exceed the Principal Amount, (ii) a Monetary Default or an Event of Default shall have occurred and be continuing (it being agreed, however, that if a Monetary Default has occurred and is continuing (but not an Event Default), Lender may not apply the Proceeds to the Indebtedness, but rather shall be entitled to hold the Proceeds in trust until such Monetary Default has been cured or an Event of Default has occurred)continuing, (iiiii) a Total Loss with respect to the Property shall have occurred, (iviii) the Work is not capable of being completed before the earlier to occur of the date which is six (6) months prior to the earlier of the Maturity Date (as the same may be extended pursuant to the terms of the Notes) and the date on which the business interruption insurance carried by Borrower with respect to the Property shall expire (the "“Cut-Off Date"”), unless on or prior to the Cut-Off Date the Borrower (x) shall deliver to the Lender and there shall remain in effect a binding written offer, subject only to customary conditions, of an Approved Bank or such other financial institution or investment bank reasonably satisfactory to Lender duly authorized to originate loans secured by real property located in the State for a loan from such Approved Bank or such other financial institution or investment bank to the Borrower in a principal amount of not less than the then Principal Amount and which shall, in the Lender's ’s reasonable judgment, enable the Borrower to refinance the Loan prior to the Maturity Date and (y) if a Securitization shall have occurred, shall obtain a Rating Agency ConfirmationDate, (viv) the Property is not capable of being restored substantially to its condition prior to such Taking or casualty and such incapacity shall have a Material Adverse Effect, (viv) Leases Subleases demising in the aggregate less than 5040% of the total rentable space in the Property which has been demised under executed and delivered Leases Subleases in effect as of the date of the occurrence of such fire or other casualty remain in full force and effect during and after the completion of the restoration and restoration, (vi) the Master Lessee or Borrower shall exercise any termination right under the Master Lease or (vii) Lender determines that upon the completion of the restoration, the gross cash flow and the net cash flow Portfolio Four-Wall EBITDAR of the Property will not be restored to a level sufficient to cover all carrying costs and operating expenses of the Property, including, without limitation, debt service on the Note Master Lease Base Rent at a coverage ratio (after deducting all required reserves as required by Lender from net operating income) of at least 1.5 1.4 to 1.0, which coverage ratio shall be determined by Lender in its sole and absolute reasonable discretion; then in any such case, all Proceeds shall be paid over to Lender (if not paid directly to Lender) for repayment of the Loan and any the Mezzanine Loan as set forth in clause (b) below.
(b) Any Proceeds remaining after reimbursement of Lender's ’s or its agent's ’s reasonable out-of-pocket costs and expenses actually incurred in connection with recovery of any such Proceeds (including, without limitation, reasonable out-of-pocket administrative costs and inspection fees) may be applied by Lender in its sole discretion shall, except to prepay the Note in accordance with the provisions thereof, and the balance, if any, if so provided in the Mezzanine Loan Agreement, shall be paid to Mezzanine Lender extent required to be applied pursuant to the terms of the Mezzanine Loan Agreement (or if no Mezzanine Loan is outstanding, or it does not provide for such application, to Borrower).
(b) In the event that Lender elects to apply the Proceeds to prepay the Note pursuant to Section 6.2.3(a) above and such Proceeds are less than the Principal Amount outstanding as of the date of prepayment, then Borrower may, in Borrower's discretion on prior written notice to Lender, prepay the remaining balance of the Principal Amount, without premium or penalty, in accordance with the provisions of the Note on the Payment Date on which Lender shall apply such Proceeds to prepayment of the Principal Amount or any Payment Date thereafter.restoration under Section
Appears in 1 contract
Lender to Take Proceeds. (a) Subject to the terms of the Existing Citibank Lease, if If (i) the Proceeds (other than any amounts to which the Citibank Tenant is entitled under the Existing Citibank Lease) shall equal or exceed the Principal Amount, (ii) a Monetary Default or an Event of Default shall have occurred and be continuing (it being agreed, however, that if a Monetary Default has occurred and is continuing (but not an Event Default), Lender may not apply the Proceeds to the Indebtedness, but rather shall be entitled to hold the Proceeds in trust until such Monetary Default has been cured or an Event of Default has occurred)continuing, (iii) a Total Loss with respect to the Property shall have occurred, (iv) the Work is not capable of being completed before the earlier to occur of the date which is six (6) months prior to the earlier of the Maturity Date and the date on which the business interruption insurance carried by Borrower with respect to the Property shall expire (the "Cut-Off Date"), unless on or prior to the Cut-Off Date Borrower (x) shall deliver to Lender and there shall remain in effect a binding written offer, subject only to customary conditions, of an Approved Bank or such other financial institution or investment bank reasonably satisfactory to Lender duly authorized to originate loans secured by real property located in the State for a loan from such Approved Bank or such other financial institution or investment bank to Borrower in a principal amount of not less than the then Principal Amount and which shall, in Lender's reasonable judgment, enable Borrower to refinance the Loan prior to the Maturity Date and (y) if a Securitization shall have occurred, shall obtain a Rating Agency Confirmation, (v) the Property is not capable of being restored substantially to its condition prior to such Taking or casualty and such incapacity shall have a Material Adverse Effect, (viv) Leases demising in the aggregate less than 50% of the total rentable space in the Property which has been demised under executed and delivered Leases in effect as of the date of the occurrence of such fire or other casualty remain in full force and effect during and after the completion of the restoration and (viivi) Lender determines that upon the completion of the restoration, the gross cash flow and the net cash flow of the Property will not be restored to a level sufficient to cover all carrying costs and operating expenses of the Property, including, without limitation, debt service on the Note at a coverage ratio (after deducting all required reserves as required by Lender from net operating income) of at least 1.5 2.0 to 1.0, which coverage ratio shall be determined by Lender in its sole and absolute discretion; then in any such case, all Proceeds shall be paid over to Lender (if not paid directly to Lender) and any Proceeds remaining after reimbursement of Lender's or its agent's reasonable out-of-pocket costs and expenses actually incurred in connection with recovery of any such Proceeds (including, without limitation, reasonable out-of-pocket administrative costs and inspection fees) may shall be applied by Lender in its sole discretion to prepay the Note Note, except to the extent Borrower is required to apply such Proceeds to restore the Property pursuant to the BofA Lease and does not have the right to elect not to restore the Property in accordance with the provisions thereof, thereof and the balance, if any, if so provided in the Mezzanine Loan Agreement, any shall be paid to Mezzanine Lender to be applied pursuant to the terms of the Mezzanine Loan Agreement (or if no Mezzanine Loan is outstanding, or it does not provide for such application, to Borrower).
(b) In the event that Lender elects to apply the Proceeds to prepay the Note pursuant to Section 6.2.3(a) above and such Proceeds are less than the Principal Amount outstanding as of the date of prepayment, then Borrower may, in Borrower's discretion on prior written notice to Lender, prepay the remaining balance of the Principal Amount, without premium or penalty, in accordance with the provisions of the Note on the Payment Date on which Lender shall apply such Proceeds to prepayment of the Principal Amount or any Payment Date thereafter.
Appears in 1 contract
Samples: Loan and Security Agreement (American Financial Realty Trust)
Lender to Take Proceeds. (a) Subject to the terms of the Existing Citibank Lease, if If (i) the Proceeds (other than any amounts to which the Citibank Tenant is entitled under the Existing Citibank Lease) shall equal or exceed the Principal Amount, ; (ii) a Monetary Default or an Event of Default shall have occurred and be continuing (it being agreed, however, that if a Monetary Default has occurred and is continuing (but not an Event Default), Lender may not apply the Proceeds to the Indebtedness, but rather shall be entitled to hold the Proceeds in trust until such Monetary Default has been cured or an Event of Default has occurred), continuing; (iii) a Total Loss with respect to the Property shall have occurred, ; (iv) the Work is not capable of being completed before the earlier to occur of the date which is six (6) months prior to the earlier of the Maturity Date and the date on which the business interruption insurance carried by Borrower with respect to the Property shall expire (the "Cut-Off Date"), unless on or prior to the Cut-Off Date the Borrower (x) shall deliver to the Lender and there shall remain in effect a binding written offer, subject only to customary conditions, of an Approved Bank or such other financial institution or investment bank reasonably satisfactory to Lender duly authorized to originate loans secured by real property located in the State for a loan from such Approved Bank or such other financial institution or investment bank to the Borrower in a principal amount of not less than either (1) the then Principal Amount, and Borrower shall be required to repay the Principal Amount and which shallall other amounts due on the Maturity Date, or (2) the Release Price (when combined with the Proceeds related to the affected Individual Properties) applicable to the affected Individual Properties, and Borrower shall be required to obtain a Property Release in Lender's reasonable judgment, enable Borrower accordance with the terms of Section 8.7 with respect to refinance the Loan affected Individual Properties prior to the Maturity Date expiration of the business interruption insurance (in which event Borrower shall have the right to apply the applicable Proceeds to the payments required in connection with such Property Release) and (y) if a Securitization shall have occurred, shall obtain a Rating Agency Confirmation, ; (v) the Property is not capable of being restored substantially to its condition prior to such Taking or casualty and such incapacity shall have a Material Adverse Effect, ; (vi) Leases demising in the aggregate less than 50% of the total rentable space in the Property which has been demised under executed and delivered Leases in effect as of the date of the occurrence of such fire or other casualty remain in full force and effect during and after the completion of the restoration restoration; and (vii) Lender reasonably determines that upon the completion of the restoration, the gross cash flow and the net cash flow of the Property will not be restored to a level sufficient to cover all carrying costs and operating expenses of the Property, including, without limitation, debt service on the Note at a coverage ratio (after deducting all required reserves as required by Lender from net operating income) of at least 1.5 2.0 to 1.0, which coverage ratio shall be determined by Lender in its sole and absolute discretion; then in any such case, all Proceeds shall be paid over to Lender (if not paid directly to Lender) and any Proceeds remaining after reimbursement of Lender's ’s or its agent's ’s reasonable out-of-pocket costs and expenses actually incurred in connection with recovery of any such Proceeds (including, without limitation, reasonable out-of-pocket administrative costs and inspection fees) may shall be applied by Lender in its sole discretion to prepay the Note (without payment of any Liquidated Damages Amount), except to the extent Borrower is required to apply such Proceeds to restore the Property pursuant to the BofA Lease and does not have the right to elect not to restore the Property in accordance with the provisions thereof, thereof and the balance, if any, if so provided in the Mezzanine Loan Agreement, any shall be paid to Mezzanine Lender to be applied pursuant Borrower and, if such Proceeds shall equal or exceed the Release Price applicable to the terms affected Individual Property, such payment shall be treated as payment of such Release Price and, upon satisfaction of the Mezzanine Loan Agreement requirements of Section 8.7 (or if no Mezzanine Loan is outstandingother than Section 8.7 (i), or it does not provide for (ii), (vi) and (vii), such application, to Borrower)Individual Property shall be a Release Property.
(b) In the event that Lender elects to apply the Proceeds to prepay the Note pursuant to Section 6.2.3(a) above and such Proceeds are less than the Principal Amount outstanding as of the date of prepayment, then Borrower may, in Borrower's discretion on prior written notice to Lender, prepay the remaining balance of the Principal Amount, without premium or penalty, in accordance with the provisions of the Note on the Payment Date on which Lender shall apply such Proceeds to prepayment of the Principal Amount or any Payment Date thereafter.
Appears in 1 contract
Samples: Loan and Security Agreement (KBS Real Estate Investment Trust, Inc.)
Lender to Take Proceeds. (a) Subject to the terms and provisions of the Existing Citibank LeaseMaster Lease (which shall at all times such agreement is in effect govern the use and disposition of Proceeds and their availability for restoration notwithstanding anything to the contrary contained herein), if (i) the Proceeds (other than any amounts to which the Citibank Tenant is entitled under the Existing Citibank Lease) shall equal or exceed the Principal Amount, (ii) a Monetary Default or an Event of Default shall have occurred and be continuing (it being agreed, however, that if a Monetary Default has occurred and is continuing (but not an Event Default), Lender may not apply the Proceeds to the Indebtedness, but rather shall be entitled to hold the Proceeds in trust until such Monetary Default has been cured or an Event of Default has occurred)continuing, (iiiii) a Total Loss with respect to the Property shall have occurred, (iviii) the Work is not capable of being completed before the earlier to occur of the date which is six (6) months prior to the earlier of the Maturity Date (as the same may be extended pursuant to the terms of the Note) and the date on which the business interruption insurance carried by Borrower with respect to the Property shall expire (the "“Cut-Off Date"”), unless on or prior to the Cut-Off Date the Borrower (x) shall deliver to the Lender and there shall remain in effect a binding written offer, subject only to customary conditions, of an Approved Bank or such other financial institution or investment bank reasonably satisfactory to Lender duly authorized to originate loans secured by real property located in the State for a loan from such Approved Bank or such other financial institution or investment bank to the Borrower in a principal amount of not less than the then Principal Amount and which shall, in the Lender's ’s reasonable judgment, enable the Borrower to refinance the Loan prior to the Maturity Date and (y) if a Securitization shall have occurred, shall obtain a Rating Agency ConfirmationDate, (v) the Property is not capable of being restored substantially to its condition prior to such Taking or casualty and such incapacity shall have a Material Adverse Effect, (vi) Leases Subleases demising in the aggregate less than 50% of the total rentable space in the Property which has been demised under executed and delivered Leases Subleases in effect as of the date of the occurrence of such fire or other casualty remain in full force and effect during and after the completion of the restoration and restoration, (vii) the Mater Lessee or Borrower shall exercise any termination right under the Master Lease or (viii) Lender determines that upon the completion of the restoration, the gross cash flow and the net cash flow of the Property will not be restored to a level sufficient to cover all carrying costs and operating expenses of the Property, including, without limitation, debt service on the Note Notes at a coverage ratio (after deducting all required reserves as required by Lender from net operating income) of at least 1.5 2.0 to 1.0, which coverage ratio shall be determined by Lender in its sole and absolute reasonable discretion; then in any such case, all Proceeds shall be paid over to Lender (if not paid directly to Lender) for application as set forth in clause (b) below.
(b) Subject to the terms and provisions of the Master Lease (which shall at all times such agreement is in effect govern the use and disposition of Proceeds and their availability for restoration notwithstanding anything to the contrary contained herein), any Proceeds remaining after reimbursement of Lender's ’s or its agent's ’s reasonable out-of-pocket costs and expenses actually incurred in connection with recovery of any such Proceeds (including, without limitation, reasonable out-of-pocket administrative costs and inspection fees) may shall, except to the extent required under the provisions hereof to be applied for restoration,- be applied by Lender in its sole discretion to prepay the Note Notes to the extent of the Release Price for such Individual Property in accordance with the provisions thereofthereof (without the imposition of any Prepayment Fee), and the balance, if any, if so provided in the Mezzanine Loan Agreement, any shall be paid over to (i) the First Mezzanine Lender to be applied pursuant to in accordance with the terms of the First Mezzanine Loan Agreement to the extent of the Release Price (or if no Mezzanine Loan is outstanding, or it does not provide Mezzanine) set forth therein for such applicationIndividual Property, (ii) with the balance, if any, to Borrower).
(b) In the event that Second Mezzanine Lender elects to apply the Proceeds to prepay the Note pursuant to Section 6.2.3(a) above and such Proceeds are less than the Principal Amount outstanding as of the date of prepayment, then Borrower may, in Borrower's discretion on prior written notice to Lender, prepay the remaining balance of the Principal Amount, without premium or penalty, be applied in accordance with the terms of the Second Mezzanine Loan Agreement to the extent of the Release Price (Mezzanine) set forth therein, or (iii) with the balance, if any, to the Third Mezzanine Lender to be applied in accordance with the terms of the Third Mezzanine Loan Agreement to the extent of the Release Price (Mezzanine) set forth therein, (iv) with the balance, if any, to the Fourth Mezzanine Lender to be applied in accordance with the terms of the Fourth Mezzanine Loan Agreement to the extent of the Release Price (Mezzanine) set forth therein, (v) with the balance, if any, to the Holding Account to be applied by Lender to prepay the Notes, and (vi) if the Mezzanine Loans are no longer outstanding, the balance, if any, to the Borrower’s Account. If the Proceeds applied by Lender and Mezzanine Lenders pursuant to the preceding sentence equal or exceed the Release Price and the combined Release Price (Mezzanine) for such Individual Property, Borrower shall be entitled to obtain a Property Release subject to and in accordance with Section 2.3.4. Transfers of Proceeds to or for the benefit of any of the Mezzanine Borrowers shall constitute distributions to First Mezzanine Borrower, and deemed distributions by the First Mezzanine Borrower to the Second Mezzanine Borrower, by the Second Mezzanine Borrower to the Third Mezzanine Borrower, and by the Third Mezzanine Borrower to the Fourth Mezzanine Borrower, as applicable, and, in each case, must comply with the requirements as to distributions of the Delaware Limited Liability Company Act. The provisions of the Note on the Payment Date on which Lender this Section 6.2.3 shall apply such Proceeds to prepayment of the Principal Amount or not create a debtor-creditor relationship between Borrower and any Payment Date thereafterMezzanine Lender.
Appears in 1 contract
Lender to Take Proceeds. If (a) Subject to the terms of the Existing Citibank Lease, if (i) the Proceeds (other than any amounts to which the Citibank Tenant is entitled under the Existing Citibank Lease) shall equal or exceed the Principal Amount, (iib) a Monetary Default or an Event of Default shall have occurred and be continuing (it being agreed, however, that if a Monetary Default has occurred and is continuing (but not an Event Default), Lender may not apply the Proceeds to the Indebtedness, but rather shall be entitled to hold the Proceeds in trust until such Monetary Default has been cured or an Event of Default has occurred)continuing, (iiic) a Total Loss with respect to the Property shall have occurred, (ivd) the Work is not capable of being completed before the earlier to occur of the date which is six (6) months prior to the earlier of the Maturity Date and the date on which the business interruption insurance carried by Borrower with respect to the Property shall expire (the "“Cut-Off Date"”), unless on or prior to the Cut-Off Date the Borrower (xi) shall deliver to the Lender and there shall remain in effect a binding written offer, subject only to customary conditions, of an Approved Bank or such other financial institution or investment bank reasonably satisfactory to Lender duly authorized to originate loans secured by real property located in the State for a loan from such Approved Bank or such other financial institution or investment bank to the Borrower in a principal amount of not less than the then Principal Amount and which shall, in the Lender's ’s reasonable judgment, enable the Borrower to refinance the Loan prior to the Maturity Date and (yii) if a Securitization shall have occurred, shall obtain a Rating Agency Confirmation, (ve) the Property is not capable of being restored substantially to its condition prior to such Taking or casualty and such incapacity shall have a Material Adverse Effect, (vif) Leases demising in the aggregate less than 50% Tenant under the Operating Lease shall have delivered written notice to Borrower terminating the Operating Lease as a result of the total rentable space in such Taking or casualty to the Property which has been demised under executed and delivered Leases in effect as of the date of the occurrence of such fire or other casualty remain in full force and effect during and after the completion of the restoration and (viig) Lender determines that upon the completion of the restoration, the gross cash flow and the net cash flow of the Property will not be restored to a level sufficient to cover all carrying costs and operating expenses of the Property, including, without limitation, debt service on the Note at a coverage ratio (after deducting all required reserves as required by Lender from net operating income) achieving an Assumed Debt Service Coverage of at least 1.5 1.2 to 1.0, which coverage ratio shall be determined by Lender in its sole and absolute discretion; then in any such case, all Proceeds shall be paid over to Lender (if not paid directly to Lender) and any Proceeds remaining after reimbursement of Lender's ’s or its agent's ’s reasonable out-of-pocket costs and expenses actually incurred in connection with recovery of any such Proceeds (including, without limitation, reasonable out-of-pocket administrative costs and inspection fees) may shall be applied by Lender in its sole discretion to prepay the Note in accordance with the provisions thereofof the Loan Documents, and the balance, if any, if so provided in the Mezzanine Loan Agreement, any shall be paid (A) to any Mezzanine Lender to be applied pursuant to the terms of the Mezzanine Loan Agreement (or if no Mezzanine Loan is outstandingAgreement, or it does not provide for such application(B) if none, to the Borrower).
(b) In the event that Lender elects to apply the Proceeds to prepay the Note pursuant to Section 6.2.3(a) above and such Proceeds are less than the Principal Amount outstanding as of the date of prepayment, then Borrower may, in Borrower's discretion on prior written notice to Lender, prepay the remaining balance of the Principal Amount, without premium or penalty, in accordance with the provisions of the Note on the Payment Date on which Lender shall apply such Proceeds to prepayment of the Principal Amount or any Payment Date thereafter.
Appears in 1 contract
Samples: Loan and Security Agreement (Ashford Hospitality Trust Inc)
Lender to Take Proceeds. (a) Subject to the terms of the Existing Citibank Lease, if If (i) the Proceeds (other than any amounts to which the Citibank Tenant is entitled under the Existing Citibank Lease) shall equal or exceed the Principal Amount, (ii) a Monetary Default or an Event of Default shall have occurred and be continuing (it being agreed, however, that if a Monetary Default has occurred and is continuing (but not an Event Default), Lender may not apply the Proceeds to the Indebtedness, but rather shall be entitled to hold the Proceeds in trust until such Monetary Default has been cured or an Event of Default has occurred)continuing, (iii) a Total Loss with respect to the Property shall have occurred, (iv) the Work is not capable of being completed before the earlier to occur of the date which is six (6) months prior to the earlier of the Maturity Date and the date on which the business interruption insurance carried by Borrower with respect to the Property shall expire (the "Cut-Off Date"), unless on or prior to the Cut-Off Date the Borrower (x) shall deliver to the Lender and there shall remain in effect a binding written offer, subject only to customary conditions, of an Approved Bank or such other financial institution or investment bank reasonably satisfactory to Lender duly authorized to originate loans secured by real property located in the State for a loan from such Approved Bank or such other financial institution or investment bank to the Borrower in a principal amount of not less than the then Principal Amount and which shall, in the Lender's ’s reasonable judgment, enable the Borrower to refinance the Loan prior to the Maturity Date and (y) if a Securitization shall have occurred, shall obtain a Rating Agency Confirmation, (v) the Property is not capable of being restored substantially to its condition prior to such Taking or casualty and such incapacity shall have a Material Adverse Effect, (vi) Leases demising in the aggregate less than 50% of the total rentable space in the Property which has been demised under executed and delivered Leases in effect as of the date of the occurrence of such fire or other casualty remain in full force and effect during and after the completion of the restoration and (vii) Lender reasonably determines that upon the completion of the restoration, the gross cash flow and the net cash flow of the Property will not be restored to a level sufficient to cover all carrying costs and operating expenses of the Property, including, without limitation, debt service on the Note and the Mezzanine Note at a coverage ratio (after deducting all required reserves as required by Lender from net operating incomeincome and assuming a weighted average constant on the Note and the Mezzanine Note of 10.5%) of at least 1.5 1.20 to 1.0, which coverage ratio shall be determined by Lender in its sole and absolute discretion; then in any such case, all Proceeds shall be paid over to Lender (if not paid directly to Lender) and any Proceeds remaining after reimbursement of Lender's ’s or its agent's ’s reasonable out-of-out of pocket costs and expenses actually incurred in connection with recovery of any such Proceeds (including, without limitation, reasonable out-of-out of pocket administrative costs and inspection fees) may shall be applied by Lender in its sole discretion to prepay the Note in accordance with the provisions thereof, without premium, penalty or the Liquidated Damages Amount, and the balance, if any, if so provided in the Mezzanine Loan Agreement, any shall be paid to Mezzanine Lender to be applied pursuant to the terms of the Mezzanine Loan Agreement (or if no Mezzanine Loan is outstanding, or it does not provide for such application, to Borrower)Agreement.
(b) In the event that Lender elects to apply the Proceeds to prepay the Note pursuant to Section 6.2.3(a) above and such Proceeds are less than the Principal Amount outstanding as of the date of prepayment, then Borrower may, in Borrower's discretion on prior written notice to Lender, prepay the remaining balance of the Principal Amount, without premium or penalty, in accordance with the provisions of the Note on the Payment Date on which Lender shall apply such Proceeds to prepayment of the Principal Amount or any Payment Date thereafter.
Appears in 1 contract
Samples: Loan and Security Agreement (Digital Realty Trust, Inc.)
Lender to Take Proceeds. If (a) Subject to the terms of the Existing Citibank Lease, if (i) the Proceeds (other than any amounts to which the Citibank Tenant is entitled under the Existing Citibank Lease) shall equal or exceed the Principal Amount, (ii) a Monetary Default or an no Event of Default shall have occurred and be continuing (it being agreed, however, that if a Monetary Default has occurred and is continuing (but not an Event Default), Lender may not apply the Proceeds to the Indebtedness, but rather shall be entitled to hold the Proceeds in trust until such Monetary Default has been cured or an Event of Default has occurred)continuing, (iiib) a no Total Loss with respect to the any Individual Property shall have occurred, (ivc) the Work is not capable of being completed before the earlier to occur of the date which is six (6) months prior to the earlier of the Stated Maturity Date and the date on which the business interruption insurance carried by Borrower with respect to the Property shall expire (the "Cut-Off Date"), unless on or prior to the Cut-Off Date Borrower (x) shall deliver to Lender and there shall remain in effect a binding written offer, subject only to customary conditions, of an Approved Bank or such other financial institution or investment bank reasonably satisfactory to Lender duly authorized to originate loans secured by real property located in the State for a loan from such Approved Bank or such other financial institution or investment bank to Borrower in a principal amount of not less than the then Principal Amount and which shall, in Lender's reasonable judgment, enable Borrower to refinance the Loan prior to the Maturity Date and (y) if a Securitization shall have occurred, shall obtain a Rating Agency Confirmation, (vd) the such Individual Property is not capable of being restored substantially to its condition prior to such Taking or casualty; provided, however, that in the case of a partial Taking, the restoration shall be done to the extent reasonably practicable after taking into account the consequences of such partial Taking; it being understood, however, that Borrower shall not be obligated to restore the Individual Property to the precise condition of the Individual Property prior to any partial Taking of, or casualty or other damage or injury to, the Individual Property, if the Work actually performed, if any, or failed to be performed, would not reasonably be expected to have, and such incapacity shall have does not have, a Material Adverse Effect, (vi) Leases demising in Effect on the aggregate less than 50% value and use of the total rentable space in Individual Property from the value and use that the Individual Property which has would have had if the same had been demised under executed and delivered Leases in effect as of the date of the occurrence of restored to its condition immediately prior to such fire Taking, casualty or other casualty remain in full force and effect during and after the completion of the restoration damage or injury and (viie) Lender determines in its reasonable discretion that upon the completion of the restoration, the gross cash flow and the net cash flow Operating Income of the Property Properties will not be restored to a level sufficient to cover all carrying costs and operating expenses Operating Expenses of the Property, including, without limitation, debt service on Properties and the Note at Net Operating Income of the Properties will be restored to a coverage ratio (after deducting all required reserves as required by Lender from net operating income) level sufficient to achieve a Debt Service Coverage Ratio of at least 1.5 1.05 to 1.01.00, which coverage ratio (after taking into account any guaranty delivered by Guarantor (provided that no Guarantor Rating Period shall be determined by Lender in its sole effect or any Letter of Credit or Cash and absolute discretionCash Equivalents collateral delivered hereunder), of that portion of the outstanding principal amount of the Indebtedness which when deducted from the then current outstanding principal amount of the Indebtedness would result in a Debt Service Coverage Ratio of at least 1.05 to 1.00, provided that at such time the Guaranteed Obligations, together with such guaranty does not exceed ten percent (10%) of the outstanding principal amount of the Loan); then in any such case, all Proceeds shall be paid over applied to Lender (if not paid directly to Lender) Borrower’s and/or Maryland Owner’s cost of restoration in accordance with Section 6.2.4, and any Proceeds remaining after such application (including reimbursement of Lender's or its agent's ’s reasonable out-of-pocket costs and expenses actually incurred in connection with recovery of any such Proceeds and their application hereunder (including, without limitation, reasonable attorney’s fees and disbursements and reasonable out-of-pocket administrative costs and inspection fees)) shall be remitted to Borrower and/or Maryland Owner. In the event that Lender shall not be required to apply any Proceeds to Borrower’s and/or Maryland Owner’s cost of restoration, then such Proceeds (up to the Allocated Loan Amount for the affected Individual Property) may be applied by Lender in its sole discretion to prepay each of the Note Components, in accordance with the provisions thereofhereof, without any prepayment premium, Yield Maintenance Premium or penalty or similar payment or defeasance obligation, and the balance, if any, if so provided in the Mezzanine Loan Agreementno Event of Default has occurred and is continuing, shall be paid to Mezzanine Lender to be applied pursuant Borrower and/or Maryland Owner and, notwithstanding anything herein or in any other Loan Document to the terms contrary (including Section 6.2.4 hereof), Borrower’s and/or Maryland Owner’s obligation to restore each Individual Property in such event shall be limited to repair each applicable Individual Property to the extent necessary to (i) protect life and safety at such Individual Property and (ii) return such Individual Property to a condition where the subject Individual Property is deemed an architectural whole whereby access to any portion of such Individual Property is not impaired and the shell of the Mezzanine applicable Improvements is fully complete and closed. The Proceeds (up to the Allocated Loan Agreement (or if no Mezzanine Amount for the affected Individual Property) so applied shall reduce the Allocated Loan is outstanding, or it does not provide Amount for such application, to Borrower).
(b) the affected Individual Property. In the event that Lender elects to apply the Proceeds applied (together with any other prepayment or defeasance permitted under the Loan Agreement) pursuant this Section 6.2.3 equals or exceeds the Allocated Loan Amount with respect to prepay the Note pursuant to Section 6.2.3(a) above and such Proceeds are less than affected Individual Property, then the Principal Amount outstanding as Lien of the date Security Instrument and the other Loan Documents in respect of prepayment, then Borrower may, in Borrower's discretion on prior written notice to Lender, prepay the remaining balance of the Principal Amount, without premium such Individual Property shall be released or penalty, assigned in accordance with and subject to the provisions applicable terms and conditions of the Note on the Payment Date on which Lender shall apply such Proceeds to prepayment of the Principal Amount or any Payment Date thereafterSections 2.5.3(a), (b) and (c).
Appears in 1 contract
Samples: Loan and Security Agreement (Urban Edge Properties)
Lender to Take Proceeds. Lender shall promptly disburse to Borrower any Proceeds received which are less than the Casualty Amount, provided that (aA) Subject no Event of Default has occurred and is continuing and (B) Borrower delivers to Lender a written undertaking to expeditiously commence and satisfactorily complete the terms of restoration; notwithstanding the Existing Citibank Leaseforegoing, if (i) the Proceeds (other than any amounts to which the Citibank Tenant is entitled under the Existing Citibank Lease) shall equal or exceed the Principal Amount, (ii) a Monetary Default or an Event of Default shall have occurred and be continuing (it being agreed, however, that if a Monetary Default has occurred and is continuing (but not an Event Default), Lender may not apply the Proceeds to the Indebtedness, but rather shall be entitled to hold the Proceeds in trust until such Monetary Default has been cured or an Event of Default has occurred)continuing, (iii) a Total Loss with respect to the Property shall have occurred, (iv) the Work is not capable of being completed before the earlier to occur of the date which is six (6) months prior to the earlier of the Maturity Date and the date on which the business interruption insurance carried by Borrower with respect to the Property shall expire (the "Cut-Off Date"), unless on or prior to the Cut-Off Date the Borrower (x) shall deliver to the Lender and there shall remain in effect a binding written offer, subject only to customary conditions, offer of an Approved Bank or such other financial institution or investment bank reasonably satisfactory to Lender duly authorized to originate loans secured by real property located in the State for a loan from such Approved Bank or such other financial institution or investment bank to the Borrower in a principal amount of not less than the then Principal Amount and which shall, in the Lender's ’s reasonable judgment, enable the Borrower to refinance the Loan prior to the Maturity Date and (y) if a Securitization shall have occurred, shall obtain a Rating Agency Confirmation, or (v) the Property is not capable of being restored substantially to its condition prior to such Taking or casualty and such incapacity shall have a Material Adverse Effect, (vi) Leases demising in the aggregate less than 50% of the total rentable space in the Property which has been demised under executed and delivered Leases in effect as of the date of the occurrence of such fire or other casualty remain in full force and effect during and after the completion of the restoration and (vii) Lender determines that upon the completion of the restoration, the gross cash flow and the net cash flow of the Property will not be restored to a level sufficient to cover all carrying costs and operating expenses of the Property, including, without limitation, debt service on the Note at a coverage ratio (after deducting all required reserves as required by Lender from net operating income) of at least 1.5 to 1.0, which coverage ratio shall be determined by Lender in its sole and absolute discretion; then in any such case, all Proceeds shall be paid over to Lender (if not paid directly to Lender) and any Proceeds remaining after reimbursement of Lender's or its agent's reasonable out-of-pocket costs and expenses actually incurred in connection with recovery of any such Proceeds (including, without limitation, reasonable out-of-pocket administrative costs and inspection fees) may be applied by Lender in its sole discretion to prepay the Note in accordance with the provisions thereof, and the balance, if any, if so provided in the Mezzanine Loan Agreement, shall be paid to Mezzanine Lender to be applied pursuant to the terms of the Mezzanine Loan Agreement (or if no Mezzanine Loan is outstanding, or it does not provide for such application, to Borrower).
(b) In the event that Lender elects to apply the Proceeds to prepay the Note pursuant to Section 6.2.3(a) above and such Proceeds are less than the Principal Amount outstanding as of the date of prepayment, then Borrower may, in Borrower's discretion on prior written notice to Lender, prepay the remaining balance of the Principal Amount, without premium or penalty, in accordance with the provisions of the Note on the Payment Date on which Lender shall apply such Proceeds to prepayment of the Principal Amount or any Payment Date thereafter.
Appears in 1 contract
Samples: Loan and Security Agreement (Hudson Pacific Properties, Inc.)
Lender to Take Proceeds. (a) Subject to the terms of Bloomberg Lease, the Existing Citibank LeaseCondominium Declaration and/or the By-Laws, if (i) the Proceeds (other than any amounts to which the Citibank Tenant is entitled under the Existing Citibank Lease) shall equal or exceed the Principal Amount, (ii) a Monetary Default or an Event of Default shall have occurred and be continuing continuing, or (it being agreed, however, that if a Monetary Default has occurred and is continuing (but not an Event Default), Lender may not apply the Proceeds to the Indebtedness, but rather shall be entitled to hold the Proceeds in trust until such Monetary Default has been cured or an Event of Default has occurred), (iiiii) a Total Loss with respect to the Property shall have occurred, or (iviii) the Work is not capable of being completed before the earlier to occur of the date which is six three (63) months prior to the earlier of the Maturity Anticipated Repayment Date and the date on which the business interruption insurance carried by Borrower with respect to the Property shall expire (the "CutCUT-Off Date"OFF DATE), unless on or prior to the Cut-Off Date the Borrower (x) shall deliver to the Lender and there shall remain in effect a binding written offer, subject only to customary conditions, of an Approved Bank or such other financial institution or investment bank reasonably satisfactory to Lender duly authorized to originate loans secured by real property located in the State for a loan from such Approved Bank or such other financial institution or investment bank to the Borrower in a principal amount of not less than the then Principal Amount and which shall, in the Lender's reasonable judgment, enable the Borrower to refinance the Loan prior to the Maturity Anticipated Repayment Date and (y) if a Securitization shall have occurred, shall obtain a Rating Agency Confirmation, or (iv) Bloomberg shall exercise its termination right under the Bloomberg Lease, or (v) the Property is not capable of being restored substantially to its condition prior to such Taking or casualty and such incapacity shall have a Material Adverse Effect, (vi) Leases demising in the aggregate less than 50% of the total rentable space in the Property which has been demised under executed and delivered Leases in effect as of the date of the occurrence of such fire or other casualty remain in full force and effect during and after the completion of the restoration and (vii) Lender determines that upon the completion of the restoration, the gross cash flow and the net cash flow of the Property will not be restored to a level sufficient to cover all carrying costs and operating expenses of the Property, including, without limitation, debt service on the Note at a coverage ratio (after deducting all required reserves as required by Lender from net operating income) of at least 1.5 to 1.0, which coverage ratio shall be determined by Lender in its sole and absolute discretion; then in any such case, all Proceeds (other than any amounts to which Bloomberg is entitled to under the Bloomberg Lease or any other party is entitled to under the Condominium Declaration or By-Laws) shall be paid over to Lender (if not paid directly to Lender) and any Proceeds (other than any amounts to which Bloomberg is entitled to under the Bloomberg Lease or any other party is entitled to under the Condominium Declaration or By-Laws) remaining after reimbursement of Lender's or its agent's reasonable out-of-pocket costs and expenses actually incurred in connection with recovery of any such Proceeds (including, without limitation, reasonable out-of-pocket administrative costs and inspection fees) may shall be applied by Lender in its sole discretion to prepay the Note in accordance with the provisions thereof, and the balance, if any, if so provided in the Mezzanine Loan Agreement, any shall be paid to Mezzanine Lender to be applied the Borrower; provided, however, if such Proceeds would pursuant to the terms of this Section be applied to prepay the Mezzanine Loan Agreement (or if no Mezzanine Loan is outstandingNote solely as a result of a Monetary Default, or it does Lender shall not provide for apply such application, to Borrower).
(b) In the event that Lender elects to apply the Proceeds to prepay the Note pursuant to Section 6.2.3(a) above and Loan until such Proceeds are less than the Principal Amount outstanding as Monetary Default results in an Event of the date of prepayment, then Borrower may, in Borrower's discretion on prior written notice to Lender, prepay the remaining balance of the Principal Amount, without premium or penalty, in accordance with the provisions of the Note on the Payment Date on which Lender shall apply such Proceeds to prepayment of the Principal Amount or any Payment Date thereafterDefault.
Appears in 1 contract
Lender to Take Proceeds. (a) Subject to the terms of the Existing Citibank Lease, if If (i) the Proceeds (other than any amounts to which the Citibank Tenant is entitled under the Existing Citibank Lease) shall equal or exceed the Principal Amount, (ii) a Monetary Default or an Event of Default shall have occurred and be continuing (it being agreed, however, that if a Monetary Default has occurred and is continuing (but not an Event Default), Lender may not apply the Proceeds to the Indebtedness, but rather shall be entitled to hold the Proceeds in trust until such Monetary Default has been cured or an Event of Default has occurred)continuing, (iii) a Total Loss with respect to the Property shall have occurred, (iv) the Work is not capable of being completed before the earlier to occur of the date which is six (6) months prior to the earlier of the Maturity Date and the date on which the business interruption insurance carried by Borrower with respect to the Property shall expire (the "CutCUT-Off DateOFF DATE"), unless on or prior to the Cut-Off Date the Borrower (x) shall deliver to the Lender and there shall remain in effect a binding written offer, subject only to customary conditions, of an Approved Bank or such other financial institution or investment bank reasonably satisfactory to Lender duly authorized to originate loans secured by real property located in the State for a loan from such Approved Bank or such other financial institution or investment bank to the Borrower in a principal amount of not less than the then Principal Amount and which shall, in the Lender's reasonable judgment, enable the Borrower to refinance the Loan prior to the Maturity Date and (y) if a Securitization shall have occurred, shall obtain a Rating Agency Confirmation, or (v) the Property is not capable of being restored substantially to its condition prior to such Taking or casualty and such incapacity shall have a Material Adverse Effect, (vi) Leases demising in the aggregate less than 50% of the total rentable space in the Property which has been demised under executed and delivered Leases in effect as of the date of the occurrence of such fire or other casualty remain in full force and effect during and after the completion of the restoration and (vii) Lender determines that upon the completion of the restoration, the gross cash flow and the net cash flow of the Property will not be restored to a level sufficient to cover all carrying costs and operating expenses of the Property, including, without limitation, debt service on the Note at a coverage ratio (after deducting all required reserves as required by Lender from net operating income) of at least 1.5 to 1.0, which coverage ratio shall be determined by Lender in its sole and absolute discretion; then in any such case, all Proceeds shall be paid over to Lender (if not paid directly to Lender) and any Proceeds remaining after reimbursement of Lender's or its agent's reasonable out-of-pocket costs and expenses actually incurred in connection with recovery of any such Proceeds (including, without limitation, reasonable out-of-of- pocket administrative costs and inspection fees) may shall be applied by Lender in its sole discretion to prepay the Note in accordance with the provisions thereof, and the balance, if any, if so provided in the Mezzanine Loan Agreement, any shall be paid (1) to Mezzanine Lender to be applied pursuant to the terms of the Mezzanine Loan Agreement and (or 2) if no the Mezzanine Loan is outstanding, or it does not provide for then outstanding at the time such applicationProceeds are paid, to Borrower).
(b) In the event that Lender elects to apply the Proceeds to prepay the Note pursuant to Section 6.2.3(a) above and such Proceeds are less than the Principal Amount outstanding as of the date of prepayment, then Borrower may, in Borrower's discretion on prior written notice to Lender, prepay the remaining balance of the Principal Amount, without premium or penalty, in accordance with the provisions of the Note on the Payment Date on which Lender shall apply such Proceeds to prepayment of the Principal Amount or any Payment Date thereafter.
Appears in 1 contract
Samples: Loan and Security Agreement (Maguire Properties Inc)
Lender to Take Proceeds. (a) Subject to the terms of the Existing Citibank Lease, if If (i) the Proceeds (other than any amounts to which the Citibank Tenant is entitled under the Existing Citibank Lease) shall equal or exceed the Principal Amount, (ii) a Monetary Default or an Event of Default shall have occurred and be continuing (it being agreed, however, that if a Monetary Default has occurred and is continuing (but not an Event Default), Lender may not apply the Proceeds to the Indebtedness, but rather shall be entitled to hold the Proceeds in trust until such Monetary Default has been cured or an Event of Default has occurred)continuing, (iiiii) a Total Loss with respect to the Property shall have occurred, (iviii) the Work is not capable of being completed before the earlier to occur of the date which is six (6) months prior to the earlier of the Maturity Date (as the same may be extended pursuant to the terms of the Notes) and the date on which the business interruption insurance carried by Borrower with respect to the Property shall expire (the "“Cut-Off Date"”), unless on or prior to the Cut-Off Date the Borrower (x) shall deliver to the Lender and there shall remain in effect a binding written offer, subject only to customary conditions, of an Approved Bank or such other financial institution or investment bank reasonably satisfactory to Lender duly authorized to originate loans secured by real property located in the State for a loan from such Approved Bank or such other financial institution or investment bank to the Borrower in a principal amount of not less than the then Principal Amount and which shall, in the Lender's ’s reasonable judgment, enable the Borrower to refinance the Loan prior to the Maturity Date and (y) if a Securitization shall have occurred, shall obtain a Rating Agency ConfirmationDate, (viv) the Property is not capable of being restored substantially to its condition prior to such Taking or casualty and such incapacity shall have a Material Adverse Effect, (viv) Leases Subleases demising in the aggregate less than 5040% of the total rentable space in the Property which has been demised under executed and delivered Leases Subleases in effect as of the date of the occurrence of such fire or other casualty remain in full force and effect during and after the completion of the restoration and restoration, (vi) the Master Lessee or Borrower shall exercise any termination right under the Master Lease or (vii) Lender determines that upon the completion of the restoration, the gross cash flow and the net cash flow Portfolio Four-Wall EBITDAR of the Property will not be restored to a level sufficient to cover all carrying costs and operating expenses of the Property, including, without limitation, debt service on the Note Master Lease Base Rent at a coverage ratio (after deducting all required reserves as required by Lender from net operating income) of at least 1.5 1.4 to 1.0, which coverage ratio shall be determined by Lender in its sole and absolute reasonable discretion; then in any such case, all Proceeds shall be paid over to Lender (if not paid directly to Lender) for repayment of the Loan and any the Mezzanine Loan as set forth in clause (b) below.
(b) Any Proceeds remaining after reimbursement of Lender's ’s or its agent's ’s reasonable out-of-pocket costs and expenses actually incurred in connection with recovery of any such Proceeds (including, without limitation, reasonable out-of-pocket administrative costs and inspection fees) may shall, except to the extent required to be applied for restoration under Section 6.2.4(b) below, or otherwise agreed between Lender and Borrower, be applied by Lender in its sole discretion to prepay the Note Notes (in order of seniority or as otherwise allocated by Lender, and without regard for the affect on the weighted average interest rate) to the extent of the Release Price for the Individual Property affected by the Taking or casualty giving rise to such Proceeds in accordance with the provisions thereofthereof (without the imposition of any Prepayment Fee), and the balance, if any, if so provided in the Mezzanine Loan Agreement, any shall be paid over to (i) the First Mezzanine Lender to be applied pursuant to in accordance with the terms of the First Mezzanine Loan Agreement (or if no to the extent of the Mezzanine Loan is outstanding, or it does not provide Release Price set forth therein for such applicationIndividual Property, (ii) with the balance, if any, to Borrower).
(b) In the event that Second Mezzanine Lender elects to apply the Proceeds to prepay the Note pursuant to Section 6.2.3(a) above and such Proceeds are less than the Principal Amount outstanding as of the date of prepayment, then Borrower may, in Borrower's discretion on prior written notice to Lender, prepay the remaining balance of the Principal Amount, without premium or penalty, be applied in accordance with the terms of the Second Mezzanine Loan Agreement to the extent of the Mezzanine Release Price set forth therein, or (iii) with the balance, if any, to the Third Mezzanine Lender to be applied in accordance with the terms of the Third Mezzanine Loan Agreement to the extent of the Mezzanine Release Price set forth therein, (iv) with the balance, if any, to each other Mezzanine Lender in the order of priority of the applicable Mezzanine Loan to be applied in accordance with the terms of the applicable Mezzanine Loan Agreements to the extent of the Mezzanine Release Price set forth therein, and (v) if the Mezzanine Loans are no longer outstanding, the balance, if any, to the Borrower’s Account. If the Proceeds applied by Lender and Mezzanine Lenders pursuant to the preceding sentence equal or exceed the Combined Release Price for such Individual Property, Borrower shall be entitled to obtain a Property Release subject to and in accordance with Section 2.3.4. Transfers of Proceeds to or for the benefit of any of the Mezzanine Borrowers shall constitute distributions to First Mezzanine Borrower, and deemed distributions by the First Mezzanine Borrower to the Second Mezzanine Borrower, by the Second Mezzanine Borrower to the Third Mezzanine Borrower, and by the Third Mezzanine Borrower to the Fourth Mezzanine Borrower and so on with respect to each other Mezzanine Borrower, as applicable, and, in each case, must comply with the requirements as to distributions of the Delaware Limited Liability Company Act. The provisions of the Note on the Payment Date on which Lender this Section 6.2.3 shall apply such Proceeds to prepayment of the Principal Amount or not create a debtor-creditor relationship between Borrower and any Payment Date thereafterMezzanine Lender.
Appears in 1 contract
Lender to Take Proceeds. (a) Subject to the terms of the Existing Citibank LeaseSection 6.2.3(c) below, if (i) the Proceeds (other than any amounts to which the Citibank Tenant is entitled under the Existing Citibank Lease) shall equal or exceed the Principal Amount, (ii) a Monetary Default or an Event of Default shall have occurred and be continuing (it being agreed, however, that if a Monetary Default has occurred and is continuing (but not an Event Default), Lender may not apply the Proceeds to the Indebtedness, but rather shall be entitled to hold the Proceeds in trust until such Monetary Default has been cured or an Event of Default has occurred)continuing, (iiiii) a Total Loss with respect to the an Individual Property shall have occurred, (iviii) the Work is not capable of being completed before the earlier to occur of the date which is six (6) months prior to the earlier of the Stated Maturity Date and the date on which the business interruption insurance carried by Borrower with respect to the such Individual Property shall expire (the "“Cut-Off Date"”), unless on or prior to the Cut-Off Date the Borrower (x) shall deliver to the Lender and there shall remain in effect a binding written offercommitment, subject only to customary conditions, of an Approved Bank Eligible Institution or such other financial institution or investment bank reasonably satisfactory to Lender duly authorized to originate loans secured by real property located in the State for a loan from such Approved Bank Eligible Institution or such other financial institution or investment bank to the Borrower in a principal amount of not less than the then Combined Principal Amount and which shall, in the Lender's ’s reasonable judgment, enable the Borrower to refinance the Loan and the Mezzanine Loan prior to the Maturity Date and (y) if a Securitization shall have occurred, shall obtain a Rating Agency ConfirmationDate, (viv) the such Individual Property is not capable of being restored substantially to its condition prior to such Taking or casualty and such incapacity shall could reasonably be expected to have a Material Adverse Effect, (viv) Leases Subleases demising in the aggregate less than 50% of the total rentable space in the such Individual Property which has been demised under executed and delivered Leases Subleases in effect as of the date of the occurrence of such fire or other casualty remain in full force and effect during and after the completion of the restoration and restoration, (vi) the Master Lessee or Borrower shall exercise any termination right under the Master Lease or (vii) Lender reasonably determines that upon a reasonable period (not less than 12 months) after the completion of the restoration, the gross cash flow and the net cash flow Portfolio Four-Wall EBITDAR of the such Individual Property will not be restored to a level sufficient equal to cover all carrying costs and operating expenses 80% of the Property, including, without limitation, debt service on lesser of the Note Portfolio Four-Wall EBITDAR of such Individual Property at a coverage ratio (after deducting all required reserves as required by Lender from net operating income) Closing and the Portfolio Four-Wall EBITDAR of at least 1.5 such Individual Property immediately prior to 1.0, which coverage ratio shall be determined by Lender in its sole and absolute discretionthe applicable casualty or Taking; then in any such case, all Proceeds shall be paid over to Lender (if not paid directly to Lender) and for application as set forth in clause (b) below.
(b) Subject to Section 6.2.3(c) below, any Proceeds remaining after reimbursement of Lender's ’s or its agent's ’s reasonable out-of-pocket costs and expenses actually incurred in connection with recovery of any such Proceeds (including, without limitation, reasonable out-of-pocket administrative costs and inspection fees) may shall, except to the extent required under the provisions hereof to be applied for restoration, be applied by Lender in its sole discretion to prepay the Note Components to the extent of the Release Price for such Individual Property in accordance with the provisions thereofSection 2.3.4, and the balance, if any, if so provided in the Mezzanine Loan Agreement, any shall be paid over to (i) the First Mezzanine Lender to be applied pursuant to in accordance with the terms of the First Mezzanine Loan Agreement to the extent of the Release Price (or if no Mezzanine Loan is outstanding, or it does not provide Mezzanine) set forth therein for such applicationIndividual Property, (ii) with the balance, if any, to Borrower).
(b) In the event that Second Mezzanine Lender elects to apply the Proceeds to prepay the Note pursuant to Section 6.2.3(a) above and such Proceeds are less than the Principal Amount outstanding as of the date of prepayment, then Borrower may, in Borrower's discretion on prior written notice to Lender, prepay the remaining balance of the Principal Amount, without premium or penalty, be applied in accordance with the terms of the Second Mezzanine Loan Agreement to the extent of the Release Price (Mezzanine) set forth therein, and (iii) with the balance, if any (or if the Mezzanine Loans are no longer outstanding), to Borrower’s Account. If the Proceeds applied by Lender and Mezzanine Lenders pursuant to the preceding sentence (together with any other prepayment or defeasance permitted under this Agreement or the Mezzanine Loan Agreement) equal or exceed the Combined Release Price for such Individual Property, Borrower shall be entitled to obtain a Property Release subject to and in accordance with Section 2.3.6(a) (exclusive of paragraphs (ii) and (iii) of Section 2.3.6(a)). Transfers of Proceeds to or for the benefit of any of the Mezzanine Borrowers shall constitute distributions to First Mezzanine Borrower, and deemed distributions by the First Mezzanine Borrower to the Second Mezzanine Borrower, as applicable, and, in each case, must comply with the requirements as to distributions of the Delaware Limited Liability Company Act. The provisions of the Note on the Payment Date on which Lender this Section 6.2.3 shall apply such Proceeds to prepayment of the Principal Amount or not create a debtor-creditor relationship between Borrower and any Payment Date thereafterMezzanine Lender.
Appears in 1 contract
Samples: Loan and Security Agreement (Bloomin' Brands, Inc.)
