Lockbox Account. Borrower shall cause Mortgage Borrower to execute an agreement with Mortgage Lender and the Lockbox Bank providing for, upon the occurrence of a Triggering Event (as defined in the Mortgage Loan Agreement), the establishment of a segregated Eligible Account with the Lockbox Bank (the “Lockbox Account”) into which Borrower shall deposit or cause to be deposited all sums or deposits in the Property Account in accordance with Section 3.2 of the Mortgage Loan Agreement. The Lockbox Account shall be under the sole dominion and control of Mortgage Lender. Borrower will not cause or permit Mortgage Borrower in any way to alter or modify the Lockbox Account and will notify Lender of the account number thereof. Mortgage Lender and its servicer shall have the sole right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Mortgage Borrower. Borrower shall direct or cause Mortgage Borrower to direct that all cash distributions from the Lockbox Account to be paid to Lender in accordance with the Mortgage Loan Agreement (including the Net Liquidation Proceeds After Debt Service) and be deposited into an account specified by Lender. In the event Mortgage Lender waives the requirement of Mortgage Borrower to maintain the Lockbox Account or the Mortgage Loan has been repaid in full, Lender shall have the right to require Borrower to establish and maintain a cash management account that would operate in the same way as the Lockbox Account, provided that Lender has obtained written consent from the Mortgage Lender in the event the Mortgage Loan is still outstanding.
Appears in 3 contracts
Samples: Mezzanine Loan Agreement (KBS Real Estate Investment Trust, Inc.), Mezzanine Loan Agreement (KBS Real Estate Investment Trust, Inc.), Mezzanine Loan Agreement (KBS Real Estate Investment Trust, Inc.)
Lockbox Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower to execute an agreement with Mortgage Lender establish and maintain the Lockbox Bank providing for, upon the occurrence of a Triggering Event (as defined in the Mortgage Loan Agreement), the establishment of a segregated Eligible Account with the Lockbox Bank (in trust for the “Lockbox Account”) into benefit of Mortgage Lender, which Borrower shall deposit or cause to be deposited all sums or deposits in the Property Account in accordance with Section 3.2 of the Mortgage Loan Agreement. The Lockbox Account shall be under the sole dominion and control of Mortgage Lender. The Lockbox Account shall be an Eligible Account and shall not be commingled with other monies held by Mortgage Borrower, Manager or Lockbox Bank. Borrower will not shall cause or permit Mortgage Borrower, and shall cause Manager to, deposit all amounts received by Mortgage Borrower in any way to alter or modify Manager constituting Rents into the Lockbox Account and will notify Lender of the account number within one (1) Business Day after receipt thereof. .
(b) Borrower shall cause Mortgage Lender and Borrower to obtain from Lockbox Bank its servicer shall have the sole right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining agreement that funds deposited into the Lockbox Account shall be paid swept by the Lockbox Bank on a daily basis into the Mortgage Borrower. Cash Management Account and applied and disbursed in accordance with the Mortgage Cash Management Agreement.
(c) Borrower shall direct not permit or cause Mortgage Borrower to direct that all cash distributions from the Lockbox Account to be paid to Lender further pledge, assign or grant any security interest in accordance with the Mortgage Loan Agreement (including the Net Liquidation Proceeds After Debt Service) and be deposited into an account specified by Lender. In the event Mortgage Lender waives the requirement of Mortgage Borrower to maintain the Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC financing statements, except those naming Mortgage Loan has been repaid in full, Lender shall have the right to require Borrower to establish and maintain a cash management account that would operate in the same way as the Lockbox Accountsecured party, provided that Lender has obtained written consent from the Mortgage Lender in the event the Mortgage Loan is still outstandingto be filed with respect thereto.
Appears in 2 contracts
Samples: Mezzanine Loan Agreement, Mezzanine Loan Agreement (TNP Strategic Retail Trust, Inc.)
Lockbox Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower to execute establish and maintain an agreement with Mortgage Lender and the Lockbox Bank providing for, upon the occurrence of a Triggering Event (as defined in the Mortgage Loan Agreement), the establishment of a segregated Eligible Account with the Lockbox Bank account (the “Lockbox Account”) into with Lockbox Bank in trust for the benefit of Lender, which Borrower shall deposit or cause to be deposited all sums or deposits in the Property Account in accordance with Section 3.2 of the Mortgage Loan Agreement. The Lockbox Account shall be under the sole dominion and control of Mortgage Lender. The Lockbox Account shall be entitled “CPLV Property Owner LLC as Borrower will not cause or permit Mortgage and JPMorgan Chase Bank, National Association, et al., as Lender, pursuant to Loan Agreement dated as of October 6, 2017 – Lockbox Account”. Borrower hereby grants to Lender a first-priority security interest in any way to alter or modify the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will notify take all actions necessary to maintain in favor of Lender of a perfected first priority security interest in the account number Lockbox Account, including, without limitation, filing UCC-1 Financing Statements and continuations thereof. Mortgage Lender and its servicer Servicer shall have the sole right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Mortgage Borrower. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt. The Lockbox Agreement and Lockbox Account shall remain in effect so long as the Loan remains outstanding. The Lockbox Account shall at all times be an Eligible Account. The Lockbox Account when established shall be treated as a “deposit account” as such term is defined in Section 9-102(a) of the Uniform Commercial Code, as amended from time to time.
(b) Borrower shall, on or prior to the Closing Date, deliver written instructions to CPLV Tenant to deliver all CPLV Rents payable under the CPLV Lease directly to the Lockbox Account. Borrower shall direct or cause Mortgage deposit all amounts received by Borrower from CPLV Tenant into the Lockbox Account within one (1) Business Day after receipt thereof.
(c) Borrower shall obtain from Lockbox Bank its agreement to direct that transfer to the Cash Management Account in immediately available funds by federal wire transfer all cash distributions from amounts on deposit in the Lockbox Account (less the reasonable fees of the Lockbox Bank) once every Business Day throughout the term of the Loan, and on each Business Day all funds on deposit in the Lockbox Account shall be transferred to the Cash Management Account.
(d) Upon the occurrence and during the continuance of an Event of Default, except as set forth in Section 8.3, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in the Lockbox Account to the payment of the Debt in any order in its sole discretion.
(e) Funds on deposit in the Lockbox Account shall not be paid to Lender commingled with other monies held by Borrower or Lockbox Bank.
(f) Borrower shall not further pledge, assign or grant any security interest in accordance with the Mortgage Loan Agreement (including the Net Liquidation Proceeds After Debt Service) and be deposited into an account specified by Lender. In the event Mortgage Lender waives the requirement of Mortgage Borrower to maintain the Lockbox Account or the Mortgage Loan has been repaid in fullmonies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender shall have the right to require Borrower to establish and maintain a cash management account that would operate in the same way as the secured party, to be filed with respect thereto.
(g) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages (excluding any special, indirect, consequential or punitive damages, except to the extent paid to a third party), obligations and actual out-of-pocket costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Lockbox Account, provided that Lender has obtained written consent Account and/or the Lockbox Agreement (unless arising from the Mortgage Lender in gross negligence or willful misconduct of Lender) or the event performance of the Mortgage Loan is still outstandingobligations for which the Lockbox Account was established.
Appears in 2 contracts
Samples: Loan Agreement, Loan Agreement (Vici Properties Inc.)
Lockbox Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower to execute establish and maintain an agreement with Mortgage Lender and the Lockbox Bank providing for, upon the occurrence of a Triggering Event (as defined in the Mortgage Loan Agreement), the establishment of a segregated Eligible Account with the Lockbox Bank account (the “Lockbox Account”) into with Lockbox Bank in trust for the benefit of Mortgage Lender, which Borrower shall deposit or cause to be deposited all sums or deposits in the Property Account in accordance with Section 3.2 of the Mortgage Loan Agreement. The Lockbox Account shall be under the sole dominion and control Control of Mortgage Lender. Borrower will not cause or permit Mortgage Borrower in any way to alter or modify the Lockbox Account and will notify Lender of the account number thereof. Mortgage Lender and its servicer shall have the sole right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Mortgage Borrower. Borrower shall direct or cause Mortgage Borrower to direct that all cash distributions from the The Lockbox Agreement and Lockbox Account to be paid to Lender shall remain in accordance with effect until the Mortgage Loan Agreement (including the Net Liquidation Proceeds After Debt Service) and be deposited into an account specified by Lender. In the event Mortgage Lender waives the requirement of Mortgage Borrower to maintain the Lockbox Account or the Mortgage Loan has been repaid in full.
(b) Borrower shall (i) cause all Rents from the Property received directly by Mortgage Borrower and Operating Lessee and not otherwise required to be deposited into the Manager Accounts pursuant to the Management Agreement to be deposited directly into to the Lockbox Account and (ii) cause each of the credit card companies or credit card clearing banks with which Mortgage Borrower or Manager has entered into merchant’s agreements with to deliver all receipts payable with respect to the Property directly to the Manager Accounts. To the extent not deposited into the Manager Accounts pursuant to the Management Agreement, Lender Borrower shall, and shall have cause Mortgage Borrower and Operating Lessee to, deposit all amounts received directly by Mortgage Borrower or Operating Lessee constituting Rents into the right to require Lockbox Account within one (1) Business Day after receipt thereof. Borrower shall cause Mortgage Borrower to establish cause Manager, Rental Agent and maintain a cash management account Operating Lessee to deposit all amounts payable to Mortgage Borrower, Operating Lessee or Manager pursuant to the Rental Management Agreement, the Unit Maintenance and Operation Agreement or any Rental Management Program directly into the Manager Accounts. Lender acknowledges that would operate pursuant to the terms of Section 8(e) of the Assignment of Management Agreement, for so long as the Management Agreement is outstanding, Manager agreed that it shall (until receipt of contrary directions from Lender), make all payments or remittances otherwise required to be made, or which Manager might otherwise actually make, to Mortgage Borrower and Operating Lessee in accordance with the Management Agreement, directly to the Cash Management Account, or otherwise in accordance with remittance instructions delivered from time to time to Manager by Lender.
(c) Borrower shall cause Mortgage Borrower to obtain from Lockbox Bank its agreement to transfer to the Cash Management Account (other than reasonable fees of the Lockbox Bank as described in the same way Lockbox Agreement) in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account not less than two (2) times per week throughout the term of the Loan.
(d) The Lockbox Account shall be an Eligible Account and shall not be commingled with other monies held by Mortgage Borrower, Manager or Lockbox Bank.
(e) Borrower shall not further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the Lockbox Accountsecured party, provided that Lender has obtained written consent from the Mortgage Lender in the event the Mortgage Loan is still outstandingto be filed with respect thereto.
Appears in 2 contracts
Samples: Mezzanine Loan Agreement (Strategic Hotels & Resorts, Inc), Mezzanine Loan Agreement (Strategic Hotels & Resorts, Inc)
Lockbox Account. 6.%2.%3.%4. During the term of the Loan, Borrower shall cause Mortgage Borrower or Operating Company to execute cause Manager (if Manager is an agreement with Mortgage Lender Affiliated Manager) to establish and maintain one or more accounts (individually and/or collectively as the Lockbox Bank providing forcontext may require, upon the occurrence of a Triggering Event (as defined in the Mortgage Loan Agreement), the establishment of a segregated Eligible Account with the Lockbox Bank (the “Lockbox Account”) into with Lockbox Bank in trust for the benefit of Mortgage Lender, which Borrower shall deposit or cause to be deposited all sums or deposits in the Property Account in accordance with Section 3.2 of the Mortgage Loan Agreement. The Lockbox Account shall be under the sole dominion and control of Mortgage Lender. Borrower will not cause or permit Mortgage Borrower in any way to alter or modify the The Lockbox Account shall be titled with the name of Operating Company “as mortgagor and will notify Lender JPMorgan Chase Bank, National Association and its successors and assigns, as mortgagee, pursuant to security instruments dated as of the account number thereofSeptember, 2013 – Lockbox Account”. Mortgage Lender and its servicer shall have the sole right to make authorize withdrawals (whether by Mortgage Borrower, Operating Company, Manager or any other Person, in accordance with instructions given by Mortgage Lender to Lockbox Bank pursuant to the Lockbox Agreement) from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Mortgage Borrower. Borrower or Operating Company.
(a) If the Property is managed by an Affiliated Manager, Borrower shall, and shall direct or cause Mortgage Borrower to, and to direct cause Operating Company and each such Affiliated Manager to, deposit into the Lockbox Account within one (1) Business Day after receipt thereof all amounts received by Mortgage Borrower, Operating Company or Manager constituting Rents.
(b) If the Property is managed by an Affiliated Manager, so long as (i) no Mortgage Loan Default has occurred and is continuing, or (ii) no Cash Sweep Event that all cash distributions has been caused by the occurrence of any Bankruptcy Action of Manager has occurred, Lender hereby irrevocably authorizes Manager to withdraw funds from the Lockbox Account to pay Operating Expenses and other amounts payable to Manager under the Management Agreement. Manager will transfer on a monthly basis to the Cash Management Account any Rents remaining after giving effect to such withdrawals. Pursuant to the Operating Lease, Operating Rent then due and payable from Operating Company to Mortgage Borrower pursuant to the Operating Lease shall be deemed to be paid pursuant to Lender transfers of funds made pursuant to this Section 2.6.1(c). Upon the occurrence and during the continuance of an Event of Default or a Cash Sweep Event that has been caused by the occurrence of any Bankruptcy Action of Manager, all amounts that are on deposit in accordance with the Mortgage Loan Agreement (including the Net Liquidation Proceeds After Debt Service) and be deposited into an account specified by Lender. In the event Mortgage Lender waives the requirement of Mortgage Borrower to maintain the Lockbox Account or shall be transferred to the Mortgage Loan has been repaid in full, Lender shall have the right Cash Management Account pursuant to require Borrower to establish and maintain a cash management account that would operate in the same way as the Lockbox Account, provided that Lender has obtained written consent from Agreement in immediately available funds by federal wire transfer on the Mortgage Lender in the event the Mortgage Loan is still outstandingfirst (1st) Business Day of each calendar week.
Appears in 2 contracts
Samples: Junior Mezzanine Loan Agreement (Ashford Hospitality Prime, Inc.), Senior Mezzanine Loan Agreement (Ashford Hospitality Prime, Inc.)
Lockbox Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower to execute an agreement with Mortgage Lender and the Lockbox Bank providing for, upon the occurrence of a Triggering Event (as defined in the Mortgage Loan Agreement), the establishment of a segregated Eligible Account with the Lockbox Bank Maryland Owner shall establish and maintain one account (the “Lockbox Account”) into with respect to the Properties with Lockbox Bank in trust for the benefit of Mortgage Lender, which Borrower shall deposit or cause to be deposited all sums or deposits in the Property Account in accordance with Section 3.2 of the Mortgage Loan Agreement. The Lockbox Account shall be under the sole dominion and control of Mortgage Lender. Borrower will not cause or permit Mortgage Borrower in any way to alter or modify the Lockbox Account and will notify Lender of the account number thereof. Mortgage Lender and its servicer Servicer shall have the sole right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Mortgage Borrower and Maryland Owner.
(b) Borrower shall cause Mortgage Borrower, Maryland Owner or Manager to deliver Tenant Instruction Letters to all tenants under Leases on or prior to the Closing Date to deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall direct cause Mortgage Borrower, Maryland Owner or Manager to deposit all amounts received by Mortgage Borrower, Maryland Owner or Manager constituting Rents into the Lockbox Account within one (1) Business Day after receipt thereof.
(c) Borrower shall or shall cause Mortgage Borrower and Maryland Owner to direct that obtain from Lockbox Bank its agreement to transfer to the Cash Management Account in immediately available funds by federal wire transfer all cash distributions from amounts on deposit in the Lockbox Account to once every Business Day throughout the term of the Loan.
(d) The Lockbox Account shall not be paid to Lender in accordance commingled with the other monies held by Borrower, Mortgage Loan Agreement Borrower, Maryland Owner, Manager or Lockbox Bank.
(including the Net Liquidation Proceeds After Debt Servicee) and be deposited into an account specified by Lender. In the event Mortgage Lender waives the requirement of Borrower shall not cause or permit Mortgage Borrower or Maryland Owner to maintain further pledge, assign or grant any security interest in the Lockbox Account or the Mortgage Loan has been repaid in fullmonies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender shall have the right to require Borrower to establish and maintain a cash management account that would operate in the same way as the Lockbox Accountsecured party, provided that Lender has obtained written consent from the Mortgage Lender in the event the Mortgage Loan is still outstandingto be filed with respect thereto.
Appears in 2 contracts
Samples: Junior Mezzanine Loan Agreement (Inland Western Retail Real Estate Trust Inc), Senior Mezzanine Loan Agreement (Inland Western Retail Real Estate Trust Inc)
Lockbox Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower to execute establish and maintain an agreement with Mortgage Lender and the Lockbox Bank providing for, upon the occurrence of a Triggering Event (as defined in the Mortgage Loan Agreement), the establishment of a segregated Eligible Account with the Lockbox Bank account (the “Lockbox Account”) into with Lockbox Bank in trust for the benefit of Lender, which Borrower shall deposit or cause to be deposited all sums or deposits in the Property Account in accordance with Section 3.2 of the Mortgage Loan Agreement. The Lockbox Account shall be under the sole dominion and control of Mortgage Lender. The Lockbox Account shall be entitled “BSK del Partners, LLC, as Borrower will not cause or permit Mortgage and JPMorgan Chase Bank, National Association and German American Capital Corporation, collectively, as Lender, pursuant to Loan Agreement dated as of March 8, 2013 – Lockbox Account”. Borrower hereby grants to Lender a first-priority security interest in any way to alter or modify the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will notify take all actions necessary to maintain in favor of Lender of a perfected first priority security interest in the account number Lockbox Account, including, without limitation, filing UCC-1 Financing Statements and continuations thereof. Mortgage Lender and its servicer Servicer shall have the sole right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Mortgage Borrower. Borrower shall direct All monies now or cause Mortgage Borrower to direct that all cash distributions from hereafter deposited into the Lockbox Account to shall be paid to Lender in accordance with deemed additional security for the Mortgage Loan Debt. The Lockbox Agreement (including the Net Liquidation Proceeds After Debt Service) and be deposited into an account specified by Lender. In the event Mortgage Lender waives the requirement of Mortgage Borrower to maintain the Lockbox Account or shall remain in effect until the Mortgage Loan has been repaid in full.
(b) Borrower shall (i) cause all Rents from the Property received directly by Borrower and Operating Lessee and not otherwise required to be deposited into the Manager Accounts pursuant to the Management Agreement to be deposited directly into the Lockbox Account and (ii) cause each of the credit card companies or credit card clearing banks with which Borrower or Manager has entered into merchant’s agreements with to deliver all receipts payable with respect to the Property directly to the Manager Accounts. To the extent not deposited into the Manager Accounts pursuant to the Management Agreement, Borrower shall, and shall cause Operating Lessee to, deposit all amounts received directly by Borrower or Operating Lessee constituting Rents into the Lockbox Account within one (1) Business Day after receipt thereof. Borrower shall cause Manager, Rental Agent and Operating Lessee to deposit all amounts payable to Borrower, Operating Lessee or Manager pursuant to the Rental Management Agreement, the Unit Maintenance and Operation Agreement or any Rental Management Program directly into the Manager Accounts. Lender acknowledges that pursuant to the terms of Section 8(e) of the Assignment of Management Agreement, for so long as the Management Agreement is outstanding, Manager agreed that it shall (until receipt of contrary directions from Lender), make all payments or remittances otherwise required to be made, or which Manager might otherwise actually make, to Borrower and Operating Lessee in accordance with the Management Agreement, directly to the Cash Management Account, or otherwise in accordance with remittance instructions delivered from time to time to Manager by Lender.
(c) Borrower shall obtain from Lockbox Bank its agreement to transfer to the Cash Management Account (other than reasonable fees of the Lockbox Bank as described in the Lockbox Agreement) in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account not less than two (2) times per week throughout the term of the Loan.
(d) Upon the occurrence and during the continuance of an Event of Default, Lender shall have the right may, in addition to require Borrower any and all other rights and remedies available to establish and maintain a cash management account that would operate Lender, apply any sums then present in the same way Lockbox Account to the payment of the Debt in any order in its sole discretion.
(e) The Lockbox Account shall be an Eligible Account and shall not be commingled with other monies held by Borrower, Manager or Lockbox Bank.
(f) Borrower shall not further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto.
(g) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Lockbox Account, provided that Lender has obtained written consent Account and/or the Lockbox Agreement (unless arising from the Mortgage Lender in gross negligence or willful misconduct of Lender) or the event performance of the Mortgage Loan is still outstandingobligations for which the Lockbox Account was established.
Appears in 1 contract
Lockbox Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower to execute establish and maintain an agreement with Mortgage Lender and the Lockbox Bank providing for, upon the occurrence of a Triggering Event (as defined in the Mortgage Loan Agreement), the establishment of a segregated Eligible Account with the Lockbox Bank account (the “Lockbox Account”) into with Lockbox Bank in trust for the benefit of Lender, which Borrower shall deposit or cause to be deposited all sums or deposits in the Property Account in accordance with Section 3.2 of the Mortgage Loan Agreement. The Lockbox Account shall be under the sole dominion and control of Mortgage Lender. The Lockbox Account shall be entitled “Acadia Merrillville Realty, L.P., as Borrower will not cause or permit Mortgage and Bear Xxxxxxx Commercial Mortgage, Inc., as Lender, pursuant to Loan Agreement dated as of July 2, 2007 – Lockbox Account”. Borrower hereby grants to Lender a first-priority security interest in any way to alter or modify the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will notify take all actions necessary to maintain in favor of Lender of a perfected first priority security interest in the account number Lockbox Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Mortgage Subject to Sections 2.7.1(c) and 2.7.2(a) hereof, Lender and its servicer Servicer shall have the sole right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Mortgage Borrower. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt.
(b) Borrower shall, or shall cause Manager, to, deliver written instructions (which shall be irrevocable for so long as the Loan is outstanding) to all tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall, and shall cause Manager, to, deposit all amounts received by Borrower or Manager, constituting Rents into the Lockbox Account within one (1) Business Day after receipt thereof.
(c) Borrower shall direct or shall cause Mortgage Borrower Manager to, obtain from Lockbox Bank its agreement to direct that transfer to the Cash Management Account upon the occurrence and during the continuance of a Lockbox Trigger Event, in immediately available funds by federal wire transfer all cash distributions from amounts on deposit in the Lockbox Account once every Business Day. If no Lockbox Trigger Event exists, all amounts on deposit in the Lockbox Account shall be disbursed to or at the direction of Borrower.
(d) Upon the occurrence of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in the Lockbox Account to the payment of the Debt in any order in its sole discretion.
(e) The Lockbox Account shall be paid to Lender an Eligible Account and shall not be commingled with other monies held by Borrower or Lockbox Bank.
(f) Borrower shall not further pledge, assign or grant any security interest in accordance with the Mortgage Loan Agreement (including the Net Liquidation Proceeds After Debt Service) and be deposited into an account specified by Lender. In the event Mortgage Lender waives the requirement of Mortgage Borrower to maintain the Lockbox Account or the Mortgage Loan has been repaid in fullmonies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender shall have the right to require Borrower to establish and maintain a cash management account that would operate in the same way as the secured party, to be filed with respect thereto.
(g) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys fees and expenses) arising from or in any way connected with the Lockbox Account, provided that Lender has obtained written consent Account and/or the Lockbox Agreement (unless arising from the Mortgage Lender in gross negligence or willful misconduct of Lender) or the event performance of the Mortgage Loan is still outstandingobligations for which the Lockbox Account was established.
Appears in 1 contract
Samples: Loan Agreement (Acadia Realty Trust)
Lockbox Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower to execute establish and maintain an agreement with Mortgage Lender and the Lockbox Bank providing for, upon the occurrence of a Triggering Event (as defined in the Mortgage Loan Agreement), the establishment of a segregated Eligible Account with the Lockbox Bank account (the “Lockbox Account”) into with Lockbox Bank in trust for the benefit of Lender, which Borrower shall deposit or cause to be deposited all sums or deposits in the Property Account in accordance with Section 3.2 of the Mortgage Loan Agreement. The Lockbox Account shall be under the sole dominion and control of Mortgage Lender. The Lockbox Account shall be entitled “Acadia Merrillville Realty, L.P., as Borrower will not cause or permit Mortgage and Bear Sxxxxxx Commercial Mortgage, Inc., as Lender, pursuant to Loan Agreement dated as of July 2, 2007 — Lockbox Account”. Borrower hereby grants to Lender a first-priority security interest in any way to alter or modify the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will notify take all actions necessary to maintain in favor of Lender of a perfected first priority security interest in the account number Lockbox Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Mortgage Subject to Sections 2.7.1(c) and 2.7.2(a) hereof, Lender and its servicer Servicer shall have the sole right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Mortgage Borrower. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt.
(b) Borrower shall, or shall cause Manager, to, deliver written instructions (which shall be irrevocable for so long as the Loan is outstanding) to all tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall, and shall cause Manager, to, deposit all amounts received by Borrower or Manager, constituting Rents into the Lockbox Account within one (1) Business Day after receipt thereof.
(c) Borrower shall direct or shall cause Mortgage Borrower Manager to, obtain from Lockbox Bank its agreement to direct that transfer to the Cash Management Account upon the occurrence and during the continuance of a Lockbox Trigger Event, in immediately available funds by federal wire transfer all cash distributions from amounts on deposit in the Lockbox Account once every Business Day. If no Lockbox Trigger Event exists, all amounts on deposit in the Lockbox Account shall be disbursed to or at the direction of Borrower.
(d) Upon the occurrence of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in the Lockbox Account to the payment of the Debt in any order in its sole discretion.
(e) The Lockbox Account shall be paid to Lender an Eligible Account and shall not be commingled with other monies held by Borrower or Lockbox Bank.
(f) Borrower shall not further pledge, assign or grant any security interest in accordance with the Mortgage Loan Agreement (including the Net Liquidation Proceeds After Debt Service) and be deposited into an account specified by Lender. In the event Mortgage Lender waives the requirement of Mortgage Borrower to maintain the Lockbox Account or the Mortgage Loan has been repaid in fullmonies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender shall have the right to require Borrower to establish and maintain a cash management account that would operate in the same way as the secured party, to be filed with respect thereto.
(g) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys fees and expenses) arising from or in any way connected with the Lockbox Account, provided that Lender has obtained written consent Account and/or the Lockbox Agreement (unless arising from the Mortgage Lender in gross negligence or willful misconduct of Lender) or the event performance of the Mortgage Loan is still outstandingobligations for which the Lockbox Account was established.
Appears in 1 contract
Samples: Loan Agreement (Acadia Realty Trust)
Lockbox Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower to execute establish and maintain an agreement with Mortgage Lender and the Lockbox Bank providing for, upon the occurrence of a Triggering Event (as defined in the Mortgage Loan Agreement), the establishment of a segregated Eligible Account with the Lockbox Bank account (the “Lockbox Account”) into with Lockbox Bank in trust for the benefit of Mortgage Lender, which Borrower shall deposit or cause to be deposited all sums or deposits in the Property Account in accordance with Section 3.2 of the Mortgage Loan Agreement. The Lockbox Account shall be under the sole dominion and control of Mortgage Lender. Borrower will not cause or permit Mortgage Borrower in any way Lender pursuant to alter or modify the Lockbox Account and will notify Lender of the account number thereof. Agreement, Mortgage Lender and its servicer Servicer shall have the sole right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Mortgage Borrower.
(b) Borrower shall cause Mortgage Borrower or Manager to, on or prior to the Closing Date, deliver Tenant Direction Letters to all Tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall direct cause Mortgage Borrower or Manager to deposit all other amounts received by Mortgage Borrower or Manager constituting Rents into the Lockbox Account within one (1) Business Day after receipt thereof.
(c) Borrower shall or shall cause Mortgage Borrower to direct that obtain from Lockbox Bank its agreement to transfer to the Cash Management Account in immediately available funds by federal wire transfer all cash distributions from amounts on deposit in the Lockbox Account to once every Business Day throughout the term of the Loan.
(d) [Intentionally Omitted].
(e) The Lockbox Account shall not be paid to Lender in accordance commingled with the other monies held by Borrower, Mortgage Loan Agreement Borrower, Manager or Lockbox Bank.
(including the Net Liquidation Proceeds After Debt Servicef) and be deposited into an account specified by Lender. In the event Mortgage Lender waives the requirement of Borrower shall not cause or permit Mortgage Borrower to maintain further pledge, assign or grant any security interest in the Lockbox Account or the Mortgage Loan has been repaid in fullmonies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender shall have the right to require Borrower to establish and maintain a cash management account that would operate in the same way as the Lockbox Accountsecured party, provided that Lender has obtained written consent from the Mortgage Lender in the event the Mortgage Loan is still outstandingto be filed with respect thereto.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Global Income Trust, Inc.)
Lockbox Account. (a) Borrower shall cause Mortgage Borrower to execute an agreement with Mortgage Lender establish and the Lockbox Bank providing for, upon the occurrence of a Triggering Event (as defined in the Mortgage Loan Agreement), the establishment of maintain a segregated Eligible Account with the Lockbox Bank (the “Lockbox Account”) into with Lockbox Bank in trust for the benefit of Lender, which Borrower shall deposit or cause to be deposited all sums or deposits in the Property Account in accordance with Section 3.2 of the Mortgage Loan Agreement. The Lockbox Account shall be under the sole dominion and control of Mortgage Lender. The Lockbox Account shall be entitled “Greenwich Capital Financial Products, Inc., as Lender, pursuant to Amended and Restated Loan Agreement dated as of December 14, 2007-Lockbox Account”. Borrower will not cause or permit Mortgage Borrower shall grant to Lender a first priority security interest in any way to alter or modify the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will notify take all actions requested by Lender that are necessary to maintain in favor of Lender a perfected first priority security interest in the account number Lockbox Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Mortgage Lender and its servicer Servicer shall have the sole right to make withdrawals from the Lockbox Account for application pursuant to the terms of this Agreement and all reasonable costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Mortgage Borrower.
(b) Borrower shall, or shall cause Manager to, deliver irrevocable written instructions to all tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall, and shall direct cause Manager to, deposit all amounts received by Borrower or cause Mortgage Borrower to direct that all cash distributions from Manager constituting Rents into the Lockbox Account within one (1) Business Day after receipt. Borrower shall, or shall cause Manager to, deliver irrevocable written instructions to be paid each of the credit card companies or credit card clearing banks with which Borrower or Manager has entered into merchant’s agreements to Lender deliver all receipts payable with respect to the Property directly to the Lockbox Account.
(c) Borrower shall obtain from Lockbox Bank its agreement to transfer to the Cash Management Account in accordance with the Mortgage Loan Agreement (including the Net Liquidation Proceeds After Debt Service) and be deposited into an account specified immediately available funds by Lender. In the event Mortgage Lender waives the requirement of Mortgage Borrower to maintain federal wire transfer all amounts on deposit in the Lockbox Account or once every Business Day throughout the Mortgage Loan has been repaid in full, term of the Loan.
(d) The provisions of Section 2.5.1(a) – (c) above shall not be required by Lender shall have the right to require Borrower to establish and maintain a cash management account that would operate in the same way for as long as the Lockbox Account, Property is managed by the Marriott Manager or an Approved Qualified Manager and provided that Lender has obtained written consent from Borrower shall instruct Marriott Manager (or an Approved Qualified Manager, as applicable) to deposit all amounts due to Borrower under the Mortgage Lender in Management Agreement directly into the event the Mortgage Loan is still outstandingCash Management Account.
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Lockbox Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower to execute establish and maintain an agreement with Mortgage Lender and the Lockbox Bank providing for, upon the occurrence of a Triggering Event (as defined in the Mortgage Loan Agreement), the establishment of a segregated Eligible Account with the Lockbox Bank account (the “Lockbox Account”) into with Lockbox Bank in trust for the benefit of Mortgage Lender, which Borrower shall deposit or cause to be deposited all sums or deposits in the Property Account in accordance with Section 3.2 of the Mortgage Loan Agreement. The Lockbox Account shall be under the sole dominion and control of Mortgage Lender. Borrower will not cause or permit Mortgage Borrower in any way Lender pursuant to alter or modify the Lockbox Account and will notify Lender of the account number thereof. Mortgage Lender and its servicer shall have the sole right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Mortgage Borrower. Borrower shall direct or cause Mortgage Borrower to direct that all cash distributions from the Lockbox Account to be paid to Lender in accordance with the Mortgage Loan Agreement Documents.
(including b) Borrower shall cause Mortgage Borrower and/or Manager or Sub-Manager to deliver irrevocable written instructions to all tenants under Leases to deliver all Rents payable thereunder directly to the Net Liquidation Proceeds After Debt ServiceLockbox Account. Borrower shall cause Mortgage Borrower and Manager or Sub-Manager to deposit all amounts received by Mortgage Borrower, Manager or Sub-Manager constituting Rents into the Lockbox Account within one (1) and be deposited into an account specified by Lender. In the event Mortgage Lender waives the requirement of Business Day after receipt thereof.
(c) Borrower shall cause Mortgage Borrower to maintain obtain from Lockbox Bank its agreement that Lockbox Bank shall transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day.
(d) The Lockbox Account shall be an Eligible Account and shall not be commingled with other monies held by Mortgage Borrower or Lockbox Bank.
(e) Borrower shall not permit or cause Mortgage Borrower to further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Loan has been repaid in full, Lender shall have the right to require Borrower to establish and maintain a cash management account that would operate in the same way as the Lockbox Accountsecured party, provided that Lender has obtained written consent from the Mortgage Lender in the event the Mortgage Loan is still outstandingto be filed with respect thereto.
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Lockbox Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower to execute establish and maintain an agreement with Mortgage Lender and the Lockbox Bank providing for, upon the occurrence of a Triggering Event (as defined in the Mortgage Loan Agreement), the establishment of a segregated Eligible Account with the Lockbox Bank account (the “Lockbox Account”) into with Lockbox Bank in trust for the benefit of Lender, which Borrower shall deposit or cause to be deposited all sums or deposits in the Property Account in accordance with Section 3.2 of the Mortgage Loan Agreement. The Lockbox Account shall be under the sole dominion and control of Mortgage Lender. The Lockbox Account shall be entitled “IN-105 Heritage III, LLC, as Borrower will not cause or permit Mortgage and JPMorgan Chase Bank, National Association, as Lender, pursuant to Loan Agreement dated as of June , 2011 – Lockbox Account”. Borrower hereby grants to Lender a first-priority security interest in any way to alter or modify the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will notify take all actions necessary to maintain in favor of Lender of a perfected first priority security interest in the account number thereofLockbox Account and Borrower hereby authorizes Lender to file UCC-1 Financing Statements and continuations thereof in connection therewith. Mortgage Lender and its servicer Servicer shall have the sole right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Mortgage Borrower. Borrower shall direct All monies now or cause Mortgage Borrower to direct that all cash distributions from hereafter deposited into the Lockbox Account to shall be paid to Lender in accordance with deemed additional security for the Mortgage Loan Debt. The Lockbox Agreement (including the Net Liquidation Proceeds After Debt Service) and be deposited into an account specified by Lender. In the event Mortgage Lender waives the requirement of Mortgage Borrower to maintain the Lockbox Account or shall remain in effect until the Mortgage Loan has been repaid in full.
(b) Borrower shall, Lender or shall have cause Manager to, on or prior to the right Closing Date, deliver Tenant Direction Letters to require Borrower all Tenants under Leases to establish and maintain a cash management account that would operate in the same way as deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall, provided that and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents into the Lockbox Account within one (1) Business Day after receipt thereof.
(c) Borrower shall obtain from Lockbox Bank its agreement to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day throughout the term of the Loan.
(d) Upon the occurrence and during the continuance of an Event of Default, Lender has obtained written consent may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in the Lockbox Account to the payment of the Debt in any order in its sole discretion.
(e) The Lockbox Account shall not be commingled with other monies held by Borrower, Manager or Lockbox Bank.
(f) Borrower shall not further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto.
(g) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the Mortgage Lender in gross negligence or willful misconduct of Lender) or the event performance of the Mortgage Loan is still outstandingobligations for which the Lockbox Account was established.
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Lockbox Account. (a) Borrower shall cause Mortgage Borrower to execute shall, simultaneously herewith, establish and maintain an agreement with Mortgage Lender and the Lockbox Bank providing for, upon the occurrence of a Triggering Event (as defined in the Mortgage Loan Agreement), the establishment of a segregated Eligible Account with the Lockbox Bank account (the “Lockbox Account”) into with a Lockbox Bank acceptable to Lender and Agent in their reasonable discretion in trust for the benefit of Lender, which Borrower shall deposit or cause to be deposited all sums or deposits in the Property Account in accordance with Section 3.2 of the Mortgage Loan Agreement. The Lockbox Account shall be under the sole dominion and control of Mortgage Lender. The Lockbox Account shall be entitled “Inland Diversified Prattville Legends, L.L.C., a Delaware limited liability company, as Borrower will not cause or permit Mortgage and JPMorgan Chase Bank, National Association, as Lender, pursuant to Loan Agreement dated as of April 29, 2011 – Lockbox Account”. Borrower, Lender and Lockbox Bank shall execute a Lockbox Agreement in form and substance acceptable to Lender whereby Borrower shall grant to Lender a first-priority security interest in any way to alter or modify the Lockbox Account and will notify all deposits at any time contained therein and the proceeds thereof and agrees to take all actions necessary to maintain in favor of Lender of a perfected first priority security interest in the account number Lockbox Account, including, without limitation, filing UCC-1 Financing Statements and continuations thereof. Mortgage Lender and its servicer (or Servicer on Lender’s behalf) shall have the sole right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Mortgage Borrower. Borrower shall direct All monies now or cause Mortgage Borrower to direct that all cash distributions from hereafter deposited into the Lockbox Account to shall be paid to Lender in accordance with deemed additional security for the Mortgage Loan Debt. The Lockbox Agreement (including the Net Liquidation Proceeds After Debt Service) and be deposited into an account specified by Lender. In the event Mortgage Lender waives the requirement of Mortgage Borrower to maintain the Lockbox Account or shall remain in effect until the Mortgage Loan has been repaid in full.
(b) Borrower shall, Lender or shall have cause Manager to, on or prior to the right Closing Date, deliver written notice to require all Tenants under Leases directing such Tenants to deliver all Rents payable thereunder directly to the Lockbox Account (a “Tenant Direction Letter”). In connection with each Lease executed after the date hereof, Borrower shall, or shall cause Manager to, deliver to establish such Tenant a Tenant Direction Letter. Borrower shall, and maintain shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents into the Lockbox Account within two (2) Business Days after receipt thereof.
(c) Prior to a cash management account that would operate Cash Sweep Event, funds in the same way as Lockbox Account shall be transferred daily to an account maintained by Borrower and under Borrower’s dominion and control. During a Cash Sweep Period, Lockbox Bank shall transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox AccountAccount once every Business Day throughout the term of the Loan. Following a Cash Sweep Event Cure, provided that Lender has obtained written consent from such sweep to the Mortgage Lender Cash Management Account shall be terminated and funds in the event the Mortgage Loan is still outstandingLockbox Account again shall be transferred to an account maintained by Borrower and under Borrower’s dominion and control pursuant to Borrower’s written instruction.
Appears in 1 contract
Samples: Loan Agreement (Inland Diversified Real Estate Trust, Inc.)
Lockbox Account. 6.%2.%3.%4. During the term of the Loan, Borrower or Operating Company shall cause Mortgage Borrower Manager (if Manager is an Affiliated Manager) to execute an agreement with Mortgage Lender establish and maintain one or more accounts (individually and/or collectively as the Lockbox Bank providing forcontext may require, upon the occurrence of a Triggering Event (as defined in the Mortgage Loan Agreement), the establishment of a segregated Eligible Account with the Lockbox Bank (the “Lockbox Account”) into with Lockbox Bank in trust for the benefit of Lender, which Borrower shall deposit or cause to be deposited all sums or deposits in the Property Account in accordance with Section 3.2 of the Mortgage Loan Agreement. The Lockbox Account shall be under the sole dominion and control of Mortgage Lender. The Lockbox Account shall be titled with the name of Operating Company “as mortgagor and JPMorgan Chase Bank, National Association and its successors and assigns, as mortgagee, pursuant to security instruments dated as of September 10, 2013 – Lockbox Account”. Borrower will not cause or permit Mortgage Borrower and Operating Company each hereby grant to Lender a first-priority security interest in any way to alter or modify the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will notify take all actions necessary to maintain in favor of Lender of a perfected first priority security interest in the account number Lockbox Account, including, without limitation, filing UCC-1 Financing Statements and continuations thereof. Mortgage Lender and its servicer Servicer shall have the sole right to make authorize withdrawals (whether by Borrower, Operating Company, Manager or any other Person, in accordance with instructions given by Lender to Lockbox Bank pursuant to the Lockbox Agreement) from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Mortgage BorrowerBorrower or Operating Company. Borrower shall direct All monies now or cause Mortgage Borrower to direct that all cash distributions from hereafter deposited into the Lockbox Account to shall be paid to Lender in accordance with deemed additional security for the Mortgage Loan Debt. The Lockbox Agreement (including the Net Liquidation Proceeds After Debt Service) and be deposited into an account specified by Lender. In the event Mortgage Lender waives the requirement of Mortgage Borrower to maintain the Lockbox Account or shall remain in effect until the Mortgage Loan has been repaid in full.
(a) If the Property is managed by an Affiliated Manager, Borrower shall, and shall cause Operating Company and each such Affiliated Manager to, deposit into the Lockbox Account within one (1) Business Day after receipt thereof all amounts received by Borrower, Operating Company or Manager constituting Rents.
(b) If the Property is managed by an Affiliated Manager, so long as (i) no Event of Default has occurred and is continuing, or (ii) no Cash Sweep Event that has been caused by the occurrence of any Bankruptcy Action of Manager has occurred, Lender hereby irrevocably authorizes Manager to withdraw funds from the Lockbox Account to pay Operating Expenses and other amounts payable to Manager under the Management Agreement. Manager will transfer on a monthly basis to the Cash Management Account any Rents remaining after giving effect to such withdrawals. Pursuant to the Operating Lease, Operating Rent then due and payable from Operating Company to Borrower pursuant to the Operating Lease shall have be deemed to be paid pursuant to transfers of funds made pursuant to this Section 2.6.1(c). Upon the right to require Borrower to establish occurrence and maintain during the continuance of an Event of Default or a cash management account Cash Sweep Event that would operate has been caused by the occurrence of any Bankruptcy Action of Manager, all amounts that are on deposit in the same way Lockbox Account shall be transferred to the Cash Management Account pursuant to the Lockbox Agreement in immediately available funds by federal wire transfer on the first (1st) Business Day of each calendar week.
(c) In addition to and not in limitation of the other terms and provisions hereof, upon the occurrence and during the continuance of an Event of Default or a Cash Sweep Event that has been caused by the occurrence of any Bankruptcy Action of Affiliated Manager, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in the Lockbox Account to the payment of the Debt in any order in its sole discretion as provided in the Cash Management Agreement.
(d) Funds on deposit in the Lockbox Account shall be the sole property of Operating Company, and shall not be commingled with other monies held by Operating Company, Manager (if Manager is an Affiliated Manager) or Lockbox Bank unrelated to the Property.
(e) Neither Borrower nor Operating Company shall further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto.
(f) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Lockbox Account, provided that Lender has obtained written consent Account and/or the Lockbox Agreement (unless arising from the Mortgage Lender in gross negligence or willful misconduct of Lender) or the event performance of the Mortgage Loan is still outstandingobligations for which the Lockbox Account was established.
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Lockbox Account. (a) Borrower shall cause Mortgage Borrower to execute an agreement with Mortgage Lender establish and the Lockbox Bank providing for, upon the occurrence of a Triggering Event (as defined in the Mortgage Loan Agreement), the establishment of maintain a segregated Eligible Account with the Lockbox Bank (the “Lockbox Account”) into with Lockbox Bank in trust for the benefit of Lender, which Borrower shall deposit or cause to be deposited all sums or deposits in the Property Account in accordance with Section 3.2 of the Mortgage Loan Agreement. The Lockbox Account shall be under the sole dominion and control of Mortgage Lender. The Lockbox Account shall be entitled “Midland National Life Insurance Company, as Lender, pursuant to Loan Agreement dated as of June __, 2012-Lockbox Account”. Borrower will not cause or permit Mortgage Borrower hereby grants to Lender a first priority security interest in any way to alter or modify the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will notify take all actions necessary to maintain in favor of Lender of a perfected first priority security interest in the account number Lockbox Account, including, without limitation, executing and filing or authorizing Lender to file UCC-1 Financing Statements and continuations thereof. Mortgage Lender and its servicer Servicer shall have the sole right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Mortgage Borrower. Borrower shall direct All monies now or cause Mortgage Borrower to direct that all cash distributions from hereafter deposited into the Lockbox Account to shall be paid to Lender in accordance with deemed additional security for the Mortgage Loan Debt. The Lockbox Agreement (including the Net Liquidation Proceeds After Debt Service) and be deposited into an account specified by Lender. In the event Mortgage Lender waives the requirement of Mortgage Borrower to maintain the Lockbox Account or shall remain in effect until the Mortgage Loan has been repaid in full.
(b) Borrower shall, Lender or shall have cause Manager to, on or prior to the right Closing Date, deliver written instructions to require Borrower all tenants under Leases to establish and maintain a cash management account that would operate in the same way as deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall, provided that Lender has obtained written consent and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents into the Lockbox Account within one (1) Business Day after receipt.
(c) Borrower shall obtain from the Mortgage Lender Lockbox Bank its agreement in form and substance reasonably satisfactory to Lender, to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the event Lockbox Account as and when required pursuant to the Mortgage Loan is still outstandingterms of the Cash Management Agreement and the Lockbox Agreement.
(d) Upon the occurrence of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then on deposit in the Lockbox Account to the payment of the Debt in any order in its sole discretion.
(e) The Lockbox Account shall not be commingled with other monies held by Borrower, Manager or Lockbox Bank.
(f) Borrower shall not further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC‑1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto.
(g) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence or willful misconduct of Lender) or the performance of the obligations for which the Lockbox Account was established.
Appears in 1 contract
Lockbox Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower to execute establish and maintain an agreement with Mortgage Lender and the Lockbox Bank providing for, upon the occurrence of a Triggering Event (as defined in the Mortgage Loan Agreement), the establishment of a segregated Eligible Account with the Lockbox Bank account (the “Lockbox Account”) into with Lockbox Bank in trust for the benefit of Lender, which Borrower shall deposit or cause to be deposited all sums or deposits in the Property Account in accordance with Section 3.2 of the Mortgage Loan Agreement. The Lockbox Account shall be under the sole dominion and control of Mortgage Lender. The Lockbox Account shall be entitled “Xxxx XX Abilene TX, LLC as Borrower will not cause or permit Mortgage and JPMorgan Chase Bank, National Association, as Lender, pursuant to Loan Agreement dated as of December 15, 2010 — Lockbox Account”. Borrower hereby grants to Lender a first-priority security interest in any way to alter or modify the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will notify take all actions necessary to maintain in favor of Lender of a perfected first priority security interest in the account number Lockbox Account, including, without limitation, filing UCC-1 Financing Statements and continuations thereof. Mortgage Lender and its servicer Servicer shall have the sole right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Mortgage Borrower. Borrower shall direct All monies now or cause Mortgage Borrower to direct that all cash distributions from hereafter deposited into the Lockbox Account to shall be paid to Lender in accordance with deemed additional security for the Mortgage Loan Debt. The Lockbox Agreement (including the Net Liquidation Proceeds After Debt Service) and be deposited into an account specified by Lender. In the event Mortgage Lender waives the requirement of Mortgage Borrower to maintain the Lockbox Account or shall remain in effect until the Mortgage Loan has been repaid in full.
(b) Borrower shall, Lender or shall have cause Manager to, on or prior to the right Closing Date, deliver Tenant Direction Letters to require Borrower all Tenants under Leases to establish and maintain a cash management account that would operate in the same way as deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall, provided that and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents into the Lockbox Account within one (1) Business Day after receipt thereof.
(c) Pursuant to the Lockbox Agreement, the Lockbox Bank will agree to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account (except for any required minimum balances and/or fees of the Lockbox Bank, as specified in the Lockbox Agreement) once every Business Day throughout the term of the Loan.
(d) Upon the occurrence and during the continuance of an Event of Default, Lender has obtained written consent may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in the Lockbox Account to the payment of the Debt in any order in its sole discretion.
(e) The Lockbox Account shall not be commingled with other monies held by Borrower, Manager or Lockbox Bank.
(f) Borrower shall not further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto.
(g) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the Mortgage Lender in gross negligence or willful misconduct of Lender) or the event performance of the Mortgage Loan is still outstandingobligations for which the Lockbox Account was established.
Appears in 1 contract
Samples: Loan Agreement (Cole Credit Property Trust III, Inc.)
Lockbox Account. (a) Borrower shall cause Mortgage Borrower to execute an agreement establish and maintain with Mortgage Lender and the Lockbox Bank providing for, upon the occurrence of a Triggering Event (as defined in the Mortgage Loan Agreement), the establishment of respect to each Individual Property a segregated Eligible Account with the Lockbox Bank (collectively, the “Lockbox Account”) into with Lockbox Bank in trust for the benefit of Mortgage Lender, which Borrower shall deposit or cause to be deposited all sums or deposits in the Property Account in accordance with Section 3.2 of the Mortgage Loan Agreement. The Lockbox Account shall be under the sole dominion and control of Mortgage Lender. Borrower will not cause or permit Mortgage Borrower in any way to alter or modify the Lockbox Account Lender pursuant and will notify Lender of the account number thereof. Mortgage Lender and its servicer shall have the sole right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Mortgage Borrower. Borrower shall direct or cause Mortgage Borrower to direct that all cash distributions from the Lockbox Account to be paid to Lender in accordance with the Mortgage Loan Agreement Documents.
(including the Net Liquidation Proceeds After Debt Serviceb) and be deposited into an account specified by Lender. In the event Borrower shall cause Mortgage Lender waives the requirement of Mortgage Borrower Borrower, Operating Lessee or Manager, as applicable, to maintain the Lockbox Account or the Mortgage Loan has been repaid in full, Lender shall have the right (i) deliver irrevocable written instructions to require Borrower (i) all tenants under Leases to establish and maintain a cash management account that would operate in the same way as deliver all Rents payable thereunder directly to the Lockbox Account, provided that Lender and (ii) each of the credit card companies or credit card clearing banks with which Mortgage Borrower, Operating Lessee or Manager has obtained written consent entered into merchant’s agreements to deliver all receipts payable with respect to the Properties directly to the Lockbox Account. Borrower shall cause Mortgage Borrower, Operating Lessee or Manager, as applicable, to deposit all amounts received by Mortgage Borrower, Operating Lessee or Manager constituting Rents into the Lockbox Account within one (1) Business Day after receipt.
(c) Pursuant to the terms of the Lockbox Agreement Borrower shall, or shall cause Mortgage Borrower to cause Operating Lessee to, obtain from Lockbox Bank its agreement to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day throughout the term of the Loan upon notice from Mortgage Lender that a Lockbox Event has occurred. Provided that no Lockbox Event has occurred and is continuing, all funds on deposit in the event Lockbox Account shall be disbursed to the account or accounts designated by Mortgage Loan is still outstandingBorrower to Lockbox Bank in accordance with the related Lockbox Agreement.
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Lockbox Account. Borrower shall cause Mortgage Borrower to execute an agreement with Mortgage Lender and the Lockbox Bank providing for, upon the occurrence of a Triggering Event (as defined in the Mortgage Loan Agreement), the establishment of a segregated Eligible Account with the Lockbox Bank (the “Lockbox Account”) into which Borrower shall deposit or cause to be deposited all sums or deposits in the Property Account in accordance with Section 3.2 of the Mortgage Loan Agreement. The Lockbox Account shall be under the sole dominion and control of Mortgage Lender. Borrower will not cause or permit Mortgage Borrower in any way to alter or modify the Lockbox Account and will notify Lender of the account number thereof. Mortgage Lender and its servicer shall have the sole right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Mortgage Borrower. Borrower shall direct or cause Mortgage Borrower to direct that all cash distributions from the Lockbox Account to be paid to Lender in accordance with the Mortgage Loan Agreement (including the Net Liquidation Proceeds After Debt Service) and be deposited into an account specified by Lender. In the event (i) Mortgage Lender waives the requirement of Mortgage Borrower to maintain the Lockbox Account or the Mortgage Loan has been repaid in full, (ii) Mezzanine A Lender waives the requirement of Mezzanine A Borrower to maintain the Lockbox Account or the Mezzanine A Loan has been repaid in full, (iii) Mezzanine B Lender waives the requirement of Mezzanine B Borrower to maintain the Lockbox Account or the Mezzanine B Loan has been repaid in full and (iv) Mezzanine C Lender waives the requirement of Mezzanine C Borrower to maintain the Lockbox Account or the Mezzanine C Loan has been repaid in full, Lender shall have the right to require Borrower to establish and maintain a cash management account that would operate in the same way as the Lockbox Account, provided that Lender has obtained written consent from the Mortgage Lender in the event the Mortgage Loan is still outstanding, Mezzanine A Lender in the event the Mezzanine A Loan is still outstanding, Mezzanine B Lender in the event the Mezzanine B Loan is still outstanding and Mezzanine C Lender in the event the Mezzanine C Loan is still outstanding.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (KBS Real Estate Investment Trust, Inc.)
Lockbox Account. During the term of the Loan, Borrower shall cause Mortgage Borrower to execute an agreement with Mortgage Lender establish and the Lockbox Bank providing for, upon the occurrence of a Triggering Event (as defined in the Mortgage Loan Agreement), the establishment of maintain a segregated Eligible Account with the Lockbox Bank (the “"Lockbox Account”") into for the benefit of Mortgage Lender, which Borrower shall deposit or cause to be deposited all sums or deposits in the Property Account in accordance with Section 3.2 of the Mortgage Loan Agreement. The Lockbox Account shall be under the sole dominion and control of Mortgage Lender. Borrower will not cause or permit Mortgage Borrower in any way to alter or modify the Lockbox Account and will notify Lender of the account number thereof. Mortgage Lender and its servicer shall have the sole right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Mortgage Borrower. Borrower shall direct or cause Mortgage Borrower to direct that all cash distributions from the Lockbox Account to be paid to Mortgage Lender in accordance with the Mortgage Loan Agreement (including the Net Liquidation Proceeds After Debt Service) and be deposited into an account specified by LenderAgreement. In the event Mortgage Lender waives the requirement of Mortgage Borrower to maintain the Lockbox Account or the Mortgage Loan has been repaid in full, Lender shall have the right to require Borrower cause Mortgage Borrower to establish and maintain a cash management account that would operate in the same way as the Lockbox Account, provided that Lender has obtained written consent from the Mortgage Lender in the event the Mortgage Loan is still outstanding.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Felcor Lodging Trust Inc)
Lockbox Account. (a) Borrower shall cause Mortgage Borrower to execute an agreement with Mortgage Lender and establish and, during the Lockbox Bank providing forterm of the Loan, upon the occurrence of a Triggering Event (as defined in the Mortgage Loan Agreement), the establishment of a maintain one or more segregated Eligible Account with the Lockbox Bank Accounts (collectively, the “Lockbox Account”) into with Lockbox Bank in trust for the benefit of Lender, which Borrower shall deposit or cause to be deposited all sums or deposits in the Property Account in accordance with Section 3.2 of the Mortgage Loan Agreement. The Lockbox Account shall be under the sole dominion and control of Mortgage Lender. The Lockbox Account shall initially consist of one account which shall be entitled “Centro XX Xxxxxxxxx Mall Owner, LLC, as Borrower will not cause or permit Mortgage fbo JPMorgan Chase Bank, N.A., as Lender pursuant to Loan Agreement dated as of July 28, 2010 — “Lockbox Account”. Borrower hereby grants to Lender a first-priority security interest in any way to alter or modify the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will notify take all actions necessary to maintain in favor of Lender of a perfected first-priority security interest in the account number Lockbox Account, including, without limitation, filing UCC-1 financing statements and continuations thereof. Mortgage Lender and its servicer Servicer shall have the sole right to make withdrawals from the Lockbox Account and all Account. All costs and expenses for of establishing and maintaining the Lockbox Account shall be paid by Mortgage Borrower. Borrower shall direct All monies now or cause Mortgage Borrower to direct that all cash distributions from hereafter deposited into the Lockbox Account to shall be paid to Lender deemed additional security for the Debt. The Lockbox Agreement shall remain in accordance with the Mortgage Loan Agreement (including the Net Liquidation Proceeds After Debt Service) effect and be deposited into an account specified by Lender. In the event Mortgage Lender waives the requirement of Mortgage Borrower to maintain the Lockbox Account or shall remain in existence until the Mortgage Loan has been repaid in full.
(b) Borrower shall, Lender or shall have cause Manager to, as promptly as possible following the right Closing Date but in no event later than three (3) Business Days thereafter, deliver Tenant Direction Letters to require Borrower all Tenants under Leases to establish and maintain a cash management account that would operate in the same way as deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall, provided that and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents (including, without limitation, all Termination Payments) into the Lockbox Account within one (1) Business Day after receipt thereof.
(c) Borrower shall obtain from Lockbox Bank its agreement to transfer to the Cash Management Account on each Business Day in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account (other than the reasonable fees of the Lockbox Bank as more particularly described in the Lockbox Agreement) throughout the term of the Loan.
(d) Upon the occurrence of an Event of Default, Lender has obtained written consent may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in the Lockbox Account to the payment of the Debt in such order and priority as Lender shall determine in its sole discretion.
(e) Funds on deposit in the Lockbox Account shall not be commingled with other monies held by Borrower, Manager or Lockbox Bank.
(f) Borrower shall not further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC-1 financing statement, except those naming Lender as the secured party, to be filed with respect thereto.
(g) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the Mortgage Lender in gross negligence or willful misconduct of Lender) or the event performance of the Mortgage Loan is still outstandingobligations for which the Lockbox Account was established.
Appears in 1 contract
Lockbox Account. (a) Borrower shall cause Mortgage Borrower to execute shall, simultaneously herewith, establish and maintain an agreement with Mortgage Lender and the Lockbox Bank providing for, upon the occurrence of a Triggering Event (as defined in the Mortgage Loan Agreement), the establishment of a segregated Eligible Account with the Lockbox Bank account (the “Lockbox Account”) into with a Lockbox Bank acceptable to Lender and Agent in their reasonable discretion in trust for the benefit of Lender, which Borrower shall deposit or cause to be deposited all sums or deposits in the Property Account in accordance with Section 3.2 of the Mortgage Loan Agreement. The Lockbox Account shall be under the sole dominion and control of Mortgage Lender. The Lockbox Account shall be entitled “Inland Diversified Xxxxxx University, L.L.C., a Delaware limited liability company, as Borrower will not cause or permit Mortgage and JPMorgan Chase Bank, National Association, as Lender, pursuant to Loan Agreement dated as of May [__], 2011 – Lockbox Account”. Borrower, Lender and Lockbox Bank shall execute a Lockbox Agreement in form and substance acceptable to Lender whereby Borrower shall grant to Lender a first-priority security interest in any way to alter or modify the Lockbox Account and will notify all deposits at any time contained therein and the proceeds thereof and agrees to take all actions necessary to maintain in favor of Lender of a perfected first priority security interest in the account number Lockbox Account, including, without limitation, filing UCC-1 Financing Statements and continuations thereof. Mortgage Lender and its servicer (or Servicer on Lender’s behalf) shall have the sole right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Mortgage Borrower. Borrower shall direct All monies now or cause Mortgage Borrower to direct that all cash distributions from hereafter deposited into the Lockbox Account to shall be paid to Lender in accordance with deemed additional security for the Mortgage Loan Debt. The Lockbox Agreement (including the Net Liquidation Proceeds After Debt Service) and be deposited into an account specified by Lender. In the event Mortgage Lender waives the requirement of Mortgage Borrower to maintain the Lockbox Account or shall remain in effect until the Mortgage Loan has been repaid in full.
(b) Borrower shall, or shall cause Manager to, on or prior to the Closing Date, deliver written notice to all Tenants under Leases directing such Tenants to deliver all Rents payable thereunder directly to the Lockbox Account (a “Tenant Direction Letter”). In connection with each Lease executed after the date hereof, Borrower shall, or shall cause Manager to, deliver to such Tenant a Tenant Direction Letter. Borrower shall, and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents into the Lockbox Account within two (2) Business Days after receipt thereof.
(c) Prior to a Cash Sweep Event, funds in the Lockbox Account shall be transferred daily to an account maintained by Borrower and under Borrower’s dominion and control. During a Cash Sweep Period, Lockbox Bank shall transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day throughout the term of the Loan. Following a Cash Sweep Event Cure, such sweep to the Cash Management Account shall be terminated and funds in the Lockbox Account again shall be transferred to an account maintained by Borrower and under Borrower’s dominion and control pursuant to Borrower’s written instruction.
(d) Intentionally omitted.
(e) Upon the occurrence of an Event of Default, Lender shall have the right may, in addition to require Borrower any and all other rights and remedies available to establish and maintain a cash management account that would operate Lender, apply any sums then present in the same way Lockbox Account to the payment of the Debt in any order in its sole discretion.
(f) The Lockbox Account shall not be commingled with other monies held by Borrower, any Affiliate of Borrower, Manager or Lockbox Bank.
(g) Borrower shall not further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto.
(h) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Lockbox Account, provided that Lender has obtained written consent Account and/or the Lockbox Agreement (unless arising from the Mortgage Lender in gross negligence or willful misconduct of Lender) or the event performance of the Mortgage Loan is still outstandingobligations for which the Lockbox Account was established.
Appears in 1 contract
Samples: Loan Agreement (Inland Diversified Real Estate Trust, Inc.)
Lockbox Account. Borrower shall cause Mortgage Borrower to execute an agreement with Mortgage Lender and the Lockbox Bank providing for, upon the occurrence of a Triggering Event (as defined in the Mortgage Loan Agreement), the establishment of a segregated Eligible Account with the Lockbox Bank (the “Lockbox Account”) into which Borrower shall deposit or cause to be deposited all sums or deposits in the Property Account in accordance with Section 3.2 of the Mortgage Loan Agreement. The Lockbox Account shall be under the sole dominion and control of Mortgage Lender. Borrower will not cause or permit Mortgage Borrower in any way to alter or modify the Lockbox Account and will notify Lender of the account number thereof. Mortgage Lender and its servicer shall have the sole right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Mortgage Borrower. Borrower shall direct or cause Mortgage Borrower to direct that all cash distributions from the Lockbox Account to be paid to Lender in accordance with the Mortgage Loan Agreement (including the Net Liquidation Proceeds After Debt Service) and be deposited into an account specified by Lender. In the event (i) Mortgage Lender waives the requirement of Mortgage Borrower to maintain the Lockbox Account or the Mortgage Loan has been repaid in full and (ii) Mezzanine A Lender waives the requirement of Mezzanine A Borrower to maintain the Lockbox Account or the Mezzanine A Loan has been repaid in full, Lender shall have the right to require Borrower to establish and maintain a cash management account that would operate in the same way as the Lockbox Account, provided that Lender has obtained written consent from the Mortgage Lender in the event the Mortgage Loan is still outstanding and the Mezzanine A Lender in the event the Mezzanine A Loan is still outstanding.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (KBS Real Estate Investment Trust, Inc.)
Lockbox Account. (a) Within five (5) Business Days of Borrower’s receipt of Lender’s notice that a Cash Management Event has occurred, Borrower shall cause Mortgage Borrower to execute establish and maintain an agreement with Mortgage Lender and the Lockbox Bank providing for, upon the occurrence of a Triggering Event (as defined in the Mortgage Loan Agreement), the establishment of a segregated Eligible Account with the Lockbox Bank account (the “Lockbox Account”) into with a Lockbox Bank acceptable to Lender and Agent in their reasonable discretion in trust for the benefit of Lender, which Borrower shall deposit or cause to be deposited all sums or deposits in the Property Account in accordance with Section 3.2 of the Mortgage Loan Agreement. The Lockbox Account shall be under the sole dominion and control of Mortgage Lender. The Lockbox Account shall be entitled “IREIT Mobile Xxxxxxx XX, L.L.C., a Delaware limited liability company, as Borrower will not cause or permit Mortgage and JPMorgan Chase Bank, National Association, as Lender, pursuant to Loan Agreement dated as of December 28, 2012 – Lockbox Account”. Borrower, Lender and Lockbox Bank shall execute a Lockbox Agreement in form and substance acceptable to Lender whereby Borrower shall grant to Lender a first-priority security interest in any way to alter or modify the Lockbox Account and will notify all deposits at any time contained therein and the proceeds thereof and agrees to take all actions necessary to maintain in favor of Lender of a perfected first priority security interest in the account number Lockbox Account, including, without limitation, filing UCC-1 Financing Statements and continuations thereof. Mortgage Lender and its servicer (or Servicer on Lender’s behalf) shall have the sole right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Mortgage Borrower. Borrower shall direct All monies now or cause Mortgage Borrower to direct that all cash distributions from hereafter deposited into the Lockbox Account to shall be paid to Lender in accordance with deemed additional security for the Mortgage Loan Debt. The Lockbox Agreement (including the Net Liquidation Proceeds After Debt Service) and be deposited into an account specified by Lender. In the event Mortgage Lender waives the requirement of Mortgage Borrower to maintain the Lockbox Account or shall remain in effect until the Mortgage Loan has been repaid in full.
(b) On or before the Closing Date, each Individual Borrower shall (or shall cause Manager to) execute and deliver to Lender shall have the right a written notice to require Borrower all Tenants at its applicable Individual Property under Leases directing such Tenants to establish and maintain a cash management account that would operate in the same way as deliver all Rents payable thereunder directly to the Lockbox Account, provided leaving only the account number blank (a “Tenant Direction Letter”). In connection with each Lease executed after the date hereof, each applicable Individual Borrower shall (or shall cause Manager to) deliver to Lender an executed Tenant Direction Letter. Lender shall hold the Tenant Direction Letters in escrow and shall not complete and deliver the Tenant Direction Letters to Tenants unless (i) a Cash Management Event occurs and (ii) Borrower shall have failed promptly thereafter to provide satisfactory written evidence to Lender that Lender Borrower has obtained written consent from delivered completed Tenant Direction Letters to Tenants. Borrower shall, and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents into the Mortgage Lender Lockbox Account within two (2) Business Days after receipt thereof.
(c) Prior to a Cash Sweep Event, funds in the event Lockbox Account shall be transferred daily to an account maintained by Borrower and under Borrower’s dominion and control. During a Cash Sweep Period, Lockbox Bank shall transfer to the Mortgage Loan is still outstandingCash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day throughout the term of the Loan. Following a Cash Sweep Event Cure, such sweep to the Cash Management Account shall be terminated and funds in the Lockbox Account again shall be transferred to an account maintained by Borrower and under Borrower’s dominion and control pursuant to Borrower’s written instruction.
Appears in 1 contract
Samples: Loan Agreement (Inland Real Estate Income Trust, Inc.)
Lockbox Account. Borrower shall cause Mortgage Borrower to execute an agreement with Mortgage Lender and the Lockbox Bank providing for, upon (a) Upon the occurrence of a Triggering Event (as defined in the Mortgage Loan Agreement)Lockbox Event, the establishment of Borrower shall establish and maintain a segregated Eligible Account with the Lockbox Bank (the “Lockbox Account”"LOCKBOX ACCOUNT") into which Borrower shall deposit or cause to be deposited all sums or deposits held by the Servicer in the Property Account in accordance with Section 3.2 trust for the benefit of the Mortgage Loan Agreement. The Lender, which Lockbox Account shall be under the sole dominion and control of Mortgage Lender. The Lockbox Account shall be entitled "Fox Valley Mall LLC, as Borrower, and Xxxxxx Brothers Holdings Inc., as Lender, pursuant to Loan Agreement dated as of November 14, 1997, 1997- Lockbox Account." Borrower hereby grants to Lender a first priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Borrower will not cause or permit Mortgage Borrower in any way to alter or modify the Lockbox Account and will notify Lender of the account number thereof. Mortgage Lender and its servicer Servicer shall have the sole right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Mortgage Borrower.
(b) Borrower shall, or shall cause Manager to, deliver written instructions to all tenants under Leases to deliver all Rents payable thereunder following a Lockbox Event, directly to the Lockbox Account. Borrower shall, and shall direct cause Manager to, deposit all amounts received by Borrower or cause Mortgage Borrower to direct that all cash distributions from Manager constituting Rents into the Lockbox Account promptly upon receipt.
(c) Borrower shall obtain from Account Holder its agreement to be paid transfer to Lender the Cash Collateral Account in accordance with the Mortgage Loan Agreement (including the Net Liquidation Proceeds After Debt Service) and be deposited into an account specified immediately available funds by Lender. In the event Mortgage Lender waives the requirement of Mortgage Borrower to maintain federal wire transfer all amounts on deposit in the Lockbox Account or the Mortgage Loan has been repaid in full, Lender shall have the right to require Borrower to establish and maintain once every other Business Day following a cash management account that would operate in the same way as the Lockbox Account, provided that Lender has obtained written consent from the Mortgage Lender in the event the Mortgage Loan is still outstandingEvent.
Appears in 1 contract
Lockbox Account. (a) Borrower shall cause Mortgage Borrower to execute an agreement with Mortgage Lender establish and the Lockbox Bank providing for, upon the occurrence of a Triggering Event (as defined in the Mortgage Loan Agreement), the establishment of maintain a segregated Eligible Account (the "LOCKBOX ACCOUNT") with the Lockbox Bank (in trust for the “Lockbox Account”) into benefit of Lender, which Borrower shall deposit or cause to be deposited all sums or deposits in the Property Account in accordance with Section 3.2 of the Mortgage Loan Agreement. The Lockbox Account shall be under the sole dominion and control of Mortgage Lender. The Lockbox Account shall be entitled "Column Financial, Inc., as Lender, pursuant to Loan Agreement dated as of August 19, 2003 - Lockbox Account." Borrower will not cause or permit Mortgage Borrower hereby grants to Lender a first priority security interest in any way to alter or modify the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will notify take all actions necessary to maintain in favor of Lender of a perfected first priority security interest in the account number Lockbox Account, including executing and filing UCC-1 Financing Statements and continuations thereof. Mortgage Lender and its servicer Servicer shall have the sole right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Mortgage Borrower. .
(b) Borrower shall direct deposit all Rents received by private pay tenants or cause Mortgage Borrower to direct that all cash distributions from the Lockbox Account to be paid to Lender in accordance with the Mortgage Loan Agreement residents within one (including the Net Liquidation Proceeds After Debt Service1) and be deposited Business Day after receipt into an account specified by Lender. In the event Mortgage Lender waives the requirement of Mortgage Borrower to maintain either (i) the Lockbox Account or (ii) an Eligible Account of Borrower provided that Borrower has given the Mortgage Loan has been repaid depository institution holding such account instructions to wire transfer all amounts held in full, Lender shall have the right such account on a daily basis to require Borrower to establish and maintain a cash management account that would operate in the same way as the Lockbox Account. Borrower shall deposit all amounts received by Borrower constituting Rents from insurance carriers or other third-party payors, provided that Lender has obtained written consent other than payments on account of Medicare/Medicaid Accounts, into the Lockbox Account within one (1) Business Day after receipt.
(c) Borrower shall obtain from Lockbox Bank its agreement to transfer to the Mortgage Lender Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the event Lockbox Account once every Business Day throughout the Mortgage Loan is still outstandingterm of the Loan.
Appears in 1 contract
Lockbox Account. (a) Borrower shall cause Mortgage Borrower to execute an agreement with Mortgage Lender establish and the Lockbox Bank providing for, upon the occurrence of a Triggering Event (as defined in the Mortgage Loan Agreement), the establishment of maintain a segregated Eligible Account with the Lockbox Bank (the “Lockbox Account”") into with Lockbox Bank in trust for the benefit of Lender, which Borrower shall deposit or cause to be deposited all sums or deposits in the Property Account in accordance with Section 3.2 of the Mortgage Loan Agreement. The Lockbox Account shall be under the sole dominion and control of Mortgage Lender. The Lockbox Account shall be entitled “Greenwich Capital Financial Products, Inc., as Lender, pursuant to Amended and Restated Loan Agreement dated as of December 14, 2007- Lockbox Account”. Borrower will not cause or permit Mortgage Borrower shall grant to Lender a first priority security interest in any way to alter or modify the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will notify take all actions requested by Lender that are necessary to maintain in favor of Lender a perfected first priority security interest in the account number Lockbox Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Mortgage Lender and its servicer Servicer shall have the sole right to make withdrawals from the Lockbox Account for application pursuant to the terms of this Agreement and all reasonable costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Mortgage Borrower.
(b) Borrower shall, or shall cause Manager to, deliver irrevocable written instructions to all tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall, and shall direct cause Manager to, deposit all amounts received by Borrower or cause Mortgage Borrower to direct that all cash distributions from Manager constituting Rents into the Lockbox Account within one (1) Business Day after receipt. Borrower shall, or shall cause Manager to, deliver irrevocable written instructions to be paid each of the credit card companies or credit card clearing banks with which Borrower or Manager has entered into merchant’s agreements to Lender deliver all receipts payable with respect to the Property directly to the Lockbox Account.
(c) Borrower shall obtain from Lockbox Bank its agreement to transfer to the Cash Management Account in accordance with the Mortgage Loan Agreement (including the Net Liquidation Proceeds After Debt Service) and be deposited into an account specified immediately available funds by Lender. In the event Mortgage Lender waives the requirement of Mortgage Borrower to maintain federal wire transfer all amounts on deposit in the Lockbox Account or once every Business Day throughout the Mortgage Loan has been repaid in full, term of the Loan.
(d) The provisions of Section 2.5.1(a) — (c) above shall not be required by Lender shall have the right to require Borrower to establish and maintain a cash management account that would operate in the same way for as long as the Lockbox Account, Property is managed by the Marriott Manager or an Approved Qualified Manager and provided that Lender has obtained written consent from Borrower shall instruct Marriott Manager (or an Approved Qualified Manager, as applicable) to deposit all amounts due to Borrower under the Mortgage Lender in Management Agreement directly into the event the Mortgage Loan is still outstandingCash Management Account.
Appears in 1 contract
Lockbox Account. (a) Borrower shall cause Mortgage Borrower to execute an agreement with Mortgage Lender establish and the Lockbox Bank providing for, upon the occurrence of a Triggering Event (as defined in the Mortgage Loan Agreement), the establishment of maintain a segregated Eligible Account with the Lockbox Bank (the “Lockbox Account”) into with the Lockbox Bank in trust for the benefit of Mortgage Lender, which Borrower shall deposit or cause to be deposited all sums or deposits in the Property Account in accordance with Section 3.2 of the Mortgage Loan Agreement. The Lockbox Account shall be under the sole dominion and control of Mortgage Lender. Borrower will not cause or permit Mortgage Borrower in any way Lender pursuant to alter or modify the Lockbox Account and will notify Lender of the account number thereof. Mortgage Lender and its servicer shall have the sole right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Mortgage Borrower. Borrower shall direct or cause Mortgage Borrower to direct that all cash distributions from the Lockbox Account to be paid to Lender in accordance with the Mortgage Loan Agreement Documents. The Lockbox Account shall be entitled “Park Central Hotel (including DE) LLC, for the Net Liquidation Proceeds After Debt Servicebenefit of Column Financial, Inc.-Lockbox Account.”
(b) Borrower shall cause Mortgage Borrower to, or to cause Manager to, deliver irrevocable written instructions to (i) all tenants under Leases which provide for an annual rental in excess of One Hundred Thousand and be deposited 00/100 Dollars ($100,000.00) to deliver all Rents payable thereunder directly to the Lockbox Account and (ii) each of the credit card companies or credit card clearing banks with which Mortgage Borrower or Manager has entered into an account specified merchant’s agreements to deliver all receipts payable with respect to the Property directly to the Lockbox Account. Borrower shall cause both Mortgage Borrower and Manager to, deposit all amounts received by Lender. In Mortgage Borrower or Manager constituting Rents into the event Mortgage Lender waives the requirement of Lockbox Account within one (1) Business Day after receipt thereof.
(c) Borrower shall cause Mortgage Borrower to maintain obtain from Lockbox Bank its agreement, in form and substance reasonably satisfactory to Mortgage Lender, that Lockbox Bank shall transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account each Business Day throughout the term of the Loan.
(d) Borrower shall not permit or cause Mortgage Borrower to further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Loan has been repaid in full, Lender shall have the right to require Borrower to establish and maintain a cash management account that would operate in the same way as the Lockbox Accountsecured party, provided that Lender has obtained written consent from the Mortgage Lender in the event the Mortgage Loan is still outstandingto be filed with respect thereto.
Appears in 1 contract
Samples: First Mezzanine Loan Agreement (KBS Real Estate Investment Trust, Inc.)
Lockbox Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower to execute establish and maintain an agreement with Mortgage Lender and the Lockbox Bank providing for, upon the occurrence of a Triggering Event (as defined in the Mortgage Loan Agreement), the establishment of a segregated Eligible Account with the Lockbox Bank account (the “Lockbox Account”) into with Lockbox Bank in trust for the benefit of Lender, which Borrower shall deposit or cause to be deposited all sums or deposits in the Property Account in accordance with Section 3.2 of the Mortgage Loan Agreement. The Lockbox Account shall be under the sole dominion and control of Mortgage Lender. The Lockbox Account shall be entitled “GIT Heritage IV TX, LLC, as Borrower will not cause or permit Mortgage and JPMorgan Chase Bank, National Association, as Lender, pursuant to Loan Agreement dated as of October 27, 2011 – Lockbox Account”. Borrower hereby grants to Lender a first-priority security interest in any way to alter or modify the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will notify take all actions necessary to maintain in favor of Lender of a perfected first priority security interest in the account number thereofLockbox Account and Borrower hereby authorizes Lender to file UCC-1 Financing Statements and continuations thereof in connection therewith. Mortgage Lender and its servicer Servicer shall have the sole right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Mortgage Borrower. Borrower shall direct All monies now or cause Mortgage Borrower to direct that all cash distributions from hereafter deposited into the Lockbox Account to shall be paid to Lender in accordance with deemed additional security for the Mortgage Loan Debt. The Lockbox Agreement (including the Net Liquidation Proceeds After Debt Service) and be deposited into an account specified by Lender. In the event Mortgage Lender waives the requirement of Mortgage Borrower to maintain the Lockbox Account or shall remain in effect until the Mortgage Loan has been repaid in full.
(b) Borrower shall, Lender or shall have cause Manager to, on or prior to the right Closing Date, deliver Tenant Direction Letters to require Borrower all Tenants under Leases to establish and maintain a cash management account that would operate in the same way as deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall, provided that and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents into the Lockbox Account within one (1) Business Day after receipt thereof.
(c) Borrower shall obtain from Lockbox Bank its agreement to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day throughout the term of the Loan.
(d) Upon the occurrence and during the continuance of an Event of Default, Lender has obtained written consent may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in the Lockbox Account to the payment of the Debt in any order in its sole discretion.
(e) The Lockbox Account shall not be commingled with other monies held by Borrower, Manager or Lockbox Bank.
(f) Borrower shall not further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto.
(g) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the Mortgage Lender in gross negligence or willful misconduct of Lender) or the event performance of the Mortgage Loan is still outstandingobligations for which the Lockbox Account was established.
Appears in 1 contract
Lockbox Account. Borrower shall cause Mortgage Borrower to execute an agreement with Mortgage Lender and the Lockbox Bank providing for, upon the occurrence of a Triggering Event (as defined in the Mortgage Loan Agreement), the establishment of a segregated Eligible Account with the Lockbox Bank (the “Lockbox Account”) into which Borrower shall deposit or cause to be deposited all sums or deposits in the Property Account in accordance with Section 3.2 of the Mortgage Loan Agreement. The Lockbox Account shall be under the sole dominion and control of Mortgage Lender. Borrower will not cause or permit Mortgage Borrower in any way to alter or modify the Lockbox Account and will notify Lender of the account number thereof. Mortgage Lender and its servicer shall have the sole right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Mortgage Borrower. Borrower shall direct or cause Mortgage Borrower to direct that all cash distributions from the Lockbox Account to be paid to Lender in accordance with the Mortgage Loan Agreement (including the Net Liquidation Proceeds After Debt Service) and be deposited into an account specified by Lender. In the event (i) Mortgage Lender waives the requirement of Mortgage Borrower to maintain the Lockbox Account or the Mortgage Loan has been repaid in full, (ii) Mezzanine A Lender waives the requirement of Mezzanine A Borrower to maintain the Lockbox Account or the Mezzanine A Loan has been repaid in full and (iii) Mezzanine B Lender waives the requirement of Mezzanine B Borrower to maintain the Lockbox Account or the Mezzanine B Loan has been repaid in full, Lender shall have the right to require Borrower to establish and maintain a cash management account that would operate in the same way as the Lockbox Account, provided that Lender has obtained written consent from the Mortgage Lender in the event the Mortgage Loan is still outstanding, Mezzanine A Lender in the event the Mezzanine A Loan is still outstanding and Mezzanine B Lender in the event the Mezzanine B Loan is still outstanding.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (KBS Real Estate Investment Trust, Inc.)
Lockbox Account. (a) Each Individual Borrower shall cause Mortgage Borrower to execute establish and maintain an agreement with Mortgage Lender and account (individually or collectively as the Lockbox Bank providing forcontext requires, upon the occurrence of a Triggering Event (as defined in the Mortgage Loan Agreement), the establishment of a segregated Eligible Account with the Lockbox Bank (the “Lockbox Account”) into with a Lockbox Bank acceptable to Lender and Agent in their reasonable discretion, in trust for the benefit of Lender, which Borrower shall deposit or cause to be deposited all sums or deposits in the Property Account in accordance with Section 3.2 of the Mortgage Loan Agreement. The Lockbox Account shall be under the sole dominion and control of Mortgage Lender. The Lockbox Account shall be entitled “Inland Diversified Fort Xxxxx Colonial Square, L.L.C. as Borrower will not cause or permit Mortgage and JPMorgan Chase Bank, National Association, as Lender, pursuant to Loan Agreement dated as of December ___, 2010 – Lockbox Account”, and “Inland Diversified Fort Xxxxx Village Walk, L.L.C. as Borrower and JPMorgan Chase Bank, National Association, as Lender, pursuant to Loan Agreement dated as of December ____, 2010 – Lockbox Account”, as applicable. Each Individual Borrower, Lender and Lockbox Bank shall execute a Lockbox Agreement in any way form and substance acceptable to alter or modify Lender whereby such Individual Borrower shall grant to Lender a first-priority security interest in the Lockbox Account and will notify all deposits at any time contained therein and the proceeds thereof and agrees take all actions necessary to maintain in favor of Lender of a perfected first priority security interest in the account number Lockbox Account, including, without limitation, filing UCC-1 Financing Statements and continuations thereof. Mortgage Lender and its servicer (or Servicer on Lender’s behalf) shall have the sole right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Mortgage Borrower. Borrower shall direct All monies now or cause Mortgage Borrower to direct that all cash distributions from hereafter deposited into the Lockbox Account to shall be paid to Lender in accordance with the Mortgage Loan Agreement (including the Net Liquidation Proceeds After Debt Service) and be deposited into an account specified by Lender. In the event Mortgage Lender waives the requirement of Mortgage Borrower to maintain the Lockbox Account or the Mortgage Loan has been repaid in full, Lender shall have the right to require Borrower to establish and maintain a cash management account that would operate in the same way as the Lockbox Account, provided that Lender has obtained written consent from the Mortgage Lender in the event the Mortgage Loan is still outstanding.deemed additional security for the
Appears in 1 contract
Samples: Loan Agreement (Inland Diversified Real Estate Trust, Inc.)
Lockbox Account. (a) Borrower shall cause Mortgage Borrower to execute an agreement with Mortgage Lender establish and the Lockbox Bank providing for, upon the occurrence of a Triggering Event (as defined in the Mortgage Loan Agreement), the establishment of maintain a segregated Eligible Account with the Lockbox Bank account (the “Lockbox Account”) into with Lockbox Bank in trust for the benefit of Lender, which Borrower shall deposit or cause to be deposited all sums or deposits in the Property Account in accordance with Section 3.2 of the Mortgage Loan Agreement. The Lockbox Account shall be under the sole dominion and control of Mortgage Lender (except that the Lockbox Bank shall effect transfers from the Lockbox Account to an account specified by Borrower prior to the receipt by Lockbox Bank that a Trigger Period exists and until such time thereafter as Lockbox Bank receives notice from Lender that a Trigger Period no longer exists). The Lockbox Account shall be entitled “Sabre Headquarters, LLC for the benefit of JPMorgan Chase Bank, N.A., as Lender. , pursuant to Loan Agreement dated as of March 29, 2007 - Lockbox Account.” Borrower will not cause or permit Mortgage Borrower hereby grants to Lender a first priority security interest in any way to alter or modify the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will notify take all actions necessary to maintain in favor of Lender of a perfected first priority security interest in the account number Lockbox Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Mortgage Lender and its servicer Servicer shall have the sole right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Mortgage Borrower.
(b) Borrower shall deliver written instructions to all tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall direct or cause Mortgage deposit all amounts received by Borrower to direct that all cash distributions from constituting Rents into the Lockbox Account within one (1) Business Day after receipt.
(c) Borrower shall obtain from Lockbox Bank its agreement to be paid transfer to Lender the Cash Management Account in accordance with the Mortgage Loan Agreement (including the Net Liquidation Proceeds After Debt Service) and be deposited into an account specified immediately available funds by Lender. In the event Mortgage Lender waives the requirement of Mortgage Borrower to maintain federal wire transfer all amounts on deposit in the Lockbox Account or the Mortgage Loan has been repaid in full, Lender shall have the right to require Borrower to establish and maintain a cash management account that would operate in the same way as the Lockbox Account, provided that Lender has obtained written consent from the Mortgage Lender in the event the Mortgage Loan is still outstandingonce every Business Day during any Trigger Period.
Appears in 1 contract
Samples: Loan Agreement (Sabre Corp)
Lockbox Account. (a) Borrower shall cause Mortgage Borrower to execute an agreement with Mortgage Lender establish and the Lockbox Bank providing for, upon the occurrence of a Triggering Event (as defined in the Mortgage Loan Agreement), the establishment of maintain a segregated Eligible Account with the Lockbox Bank (the “Other Revenues Lockbox Account”) into with Lockbox Bank in trust for the benefit of Lender, which Borrower shall deposit or cause to be deposited all sums or deposits in the Property Account in accordance with Section 3.2 of the Mortgage Loan Agreement. The Other Revenues Lockbox Account shall be under the sole dominion and control of Mortgage Lender. The Other Revenues Lockbox Account shall be entitled “TPG-BH/ICC, L.P. as debtor for the benefit of Nomura Credit & Capital, Inc. as secured party - Other Revenues Lockbox Account.” Borrower will not shall also establish and maintain a segregated Eligible Account (the “Parking Lockbox Account”, and together with the Other Revenues Lockbox Account, collectively, the “Lockbox Account”) with Lockbox Bank in trust for the benefit of Lender, which Parking Lockbox Account shall be under the sole dominion and control of Lender. The Parking Lockbox Account shall be entitled “TPG-BH/ICC, L.P. as debtor for the benefit of Nomura Credit & Capital, Inc. as secured party - Parking Lockbox Account.” In connection with a Securitization or other transfer of the Loan, Lender shall have the right to cause the applicable account to be entitled with such other designation as Lender (or permit Mortgage its successor) may select in its reasonable discretion to reflect an assignment or transfer of the Loan. Borrower hereby grants to Lender a first priority security interest in any way to alter or modify the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will notify take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including, without limitation, authorizing the filing of the account number UCC-1 Financing Statements and continuations thereof. Mortgage Lender and its servicer Servicer shall have the sole right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Mortgage Borrower. .
(b) Borrower shall, or shall direct or cause Mortgage Borrower Manager to, deliver written instructions to direct that (x) all cash distributions from Tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account and (y) to be paid any parking operator under a Parking Management Agreement to Lender deliver all Rents payable in accordance connection with parking operations directly to the Mortgage Loan Agreement Parking Lockbox Account. Borrower shall, and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents into the Other Revenues Lockbox Account within two (including 2) Business Days after receipt.
(c) Borrower shall obtain from Lockbox Bank its agreement to transfer to the Net Liquidation Proceeds After Debt Service) and be deposited into an account specified Cash Management Account in immediately available funds by Lender. In the event Mortgage Lender waives the requirement of Mortgage Borrower to maintain federal wire transfer all amounts on deposit in the Lockbox Account or at least once each calendar week and on the Mortgage Loan has been repaid in full, Lender shall have Business Day immediately preceding each Payment Date throughout the right to require Borrower to establish and maintain a cash management account that would operate in the same way as the Lockbox Account, provided that Lender has obtained written consent from the Mortgage Lender in the event the Mortgage Loan is still outstandingTerm.
Appears in 1 contract
Lockbox Account. (a) Borrower shall cause Mortgage Borrower to execute an agreement with Mortgage Lender establish and the Lockbox Bank providing for, upon the occurrence of a Triggering Event (as defined in the Mortgage Loan Agreement), the establishment of maintain a segregated Eligible Account (the "Lockbox Account") with the Lockbox Bank (in trust for the “Lockbox Account”) into benefit of Lender, which Borrower shall deposit or cause to be deposited all sums or deposits in the Property Account in accordance with Section 3.2 of the Mortgage Loan Agreement. The Lockbox Account shall be under the sole dominion and control of Mortgage Lender. The Lockbox Account established by the 1920 Main Borrower will not cause or permit Mortgage shall be entitled "Xxxxxxx Properties - 1920 Main Plaza, LLC Lockbox Account - Column Financial, Inc., as Mortgagee" The Lockbox Account established by the 2010 Main Borrower shall be entitled "Xxxxxxx Properties - 2010 Main Plaza, LLC Lockbox Account - Column Financial, Inc., as Mortgagee." Each Borrower hereby grants to Lender a first priority security interest in any way to alter or modify the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will notify take all actions necessary to maintain in favor of Lender of a perfected first priority security interest in the account number Lockbox Account, including, without limitation, authorizing and filing UCC-1 financing statements and continuations thereof. Mortgage Lender and its servicer Servicer shall have the sole right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Mortgage Borrowers.
(b) Each Borrower shall, or shall cause Manager to, deliver written instructions to all tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. Each Borrower shall, and shall cause Manager to, deposit all amounts received by such Borrower or Manager constituting Rents into the Lockbox Account within one (1) Business Day after receipt.
(c) Each Borrower. Borrower , Lender and Lockbox Bank shall direct or cause Mortgage Borrower enter into a Lockbox Agreement pursuant to direct which Lockbox Bank will agree to transfer to an account designated by Borrowers in accordance with Borrowers' instructions from time to time in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account; provided, however, such agreement shall provide that, at such time as Lender shall have advised Lockbox Bank that a Sweep Event has occurred, Lockbox Bank is authorized to transfer all cash distributions from amounts on deposit in the Lockbox Account to be paid to Lender in accordance with the Mortgage Loan Agreement (including Cash Management Account once every Business Day throughout the Net Liquidation Proceeds After Debt Service) and be deposited into an account specified by Lender. In term of the event Mortgage Lender waives the requirement of Mortgage Borrower to maintain the Lockbox Account or the Mortgage Loan has been repaid in full, Lender shall have the right to require Borrower to establish and maintain a cash management account that would operate in the same way as the Lockbox Account, provided that Lender has obtained written consent from the Mortgage Lender in the event the Mortgage Loan is still outstandingLoan.
Appears in 1 contract
Lockbox Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower to execute establish and maintain an agreement with Mortgage Lender and the Lockbox Bank providing for, upon the occurrence of a Triggering Event (as defined in the Mortgage Loan Agreement), the establishment of a segregated Eligible Account with the Lockbox Bank account (the “Lockbox Account”) into with Lockbox Bank in trust for the benefit of Lender, which Borrower shall deposit or cause to be deposited all sums or deposits in the Property Account in accordance with Section 3.2 of the Mortgage Loan Agreement. The Lockbox Account shall be under the sole dominion and control of Mortgage Lender. The Lockbox Account shall be entitled “TNP SRT Woodland West, LLC, as Borrower will not cause or permit Mortgage and JPMorgan Chase Bank, National Association, as Lender, pursuant to Loan Agreement dated as of February 3, 2012 – Lockbox Account”. Borrower hereby grants to Lender a first-priority security interest in any way to alter or modify the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will notify take all actions necessary to maintain in favor of Lender of a perfected first priority security interest in the account number Lockbox Account, including, without limitation, filing UCC-1 Financing Statements and continuations thereof. Mortgage Lender and its servicer Servicer shall have the sole right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Mortgage Borrower. Borrower shall direct All monies now or cause Mortgage Borrower to direct that all cash distributions from hereafter deposited into the Lockbox Account to shall be paid to Lender in accordance with deemed additional security for the Mortgage Loan Debt. The Lockbox Agreement (including the Net Liquidation Proceeds After Debt Service) and be deposited into an account specified by Lender. In the event Mortgage Lender waives the requirement of Mortgage Borrower to maintain the Lockbox Account or shall remain in effect until the Mortgage Loan has been repaid in full.
(b) Borrower shall, Lender or shall have cause Manager to, on or prior to the right Closing Date, deliver Tenant Direction Letters to require Borrower all Tenants under Leases to establish and maintain a cash management account that would operate in the same way as deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall, provided that and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents into the Lockbox Account within one (1) Business Day after receipt thereof.
(c) Borrower shall obtain from Lockbox Bank its agreement to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day throughout the term of the Loan.
(d) Upon the occurrence of an Event of Default, Lender has obtained written consent may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in the Lockbox Account to the payment of the Debt in any order in its sole discretion.
(e) The Lockbox Account shall not be commingled with other monies held by Borrower, Manager or Lockbox Bank.
(f) Borrower shall not further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto.
(g) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the Mortgage Lender in gross negligence or willful misconduct of Lender) or the event performance of the Mortgage Loan is still outstandingobligations for which the Lockbox Account was established.
Appears in 1 contract
Lockbox Account. (a) Within five (5) Business Days of Borrower’s receipt of Lender’s notice that a Cash Management Event has occurred, Borrower shall cause Mortgage Borrower to execute establish and maintain an agreement with Mortgage Lender and the Lockbox Bank providing for, upon the occurrence of a Triggering Event (as defined in the Mortgage Loan Agreement), the establishment of a segregated Eligible Account with the Lockbox Bank account (the “Lockbox Account”) into with a Lockbox Bank acceptable to Lender and Agent in their reasonable discretion in trust for the benefit of Lender, which Borrower shall deposit or cause to be deposited all sums or deposits in the Property Account in accordance with Section 3.2 of the Mortgage Loan Agreement. The Lockbox Account shall be under the sole dominion and control of Mortgage Lender. The Lockbox Account shall be entitled “IREIT East Xxxxxxx XX, L.L.C., a Delaware limited liability company, as Borrower will not cause or permit Mortgage and JPMorgan Chase Bank, National Association, as Lender, pursuant to Loan Agreement dated as of November 6, 2012 — Lockbox Account”. Borrower, Lender and Lockbox Bank shall execute a Lockbox Agreement in form and substance acceptable to Lender whereby Borrower shall grant to Lender a first-priority security interest in any way to alter or modify the Lockbox Account and will notify all deposits at any time contained therein and the proceeds thereof and agrees to take all actions necessary to maintain in favor of Lender of a perfected first priority security interest in the account number Lockbox Account, including, without limitation, filing UCC-1 Financing Statements and continuations thereof. Mortgage Lender and its servicer (or Servicer on Lender’s behalf) shall have the sole right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Mortgage Borrower. Borrower shall direct All monies now or cause Mortgage Borrower to direct that all cash distributions from hereafter deposited into the Lockbox Account to shall be paid to Lender in accordance with deemed additional security for the Mortgage Loan Debt. The Lockbox Agreement (including the Net Liquidation Proceeds After Debt Service) and be deposited into an account specified by Lender. In the event Mortgage Lender waives the requirement of Mortgage Borrower to maintain the Lockbox Account or shall remain in effect until the Mortgage Loan has been repaid in full.
(b) On or before the Closing Date, each Individual Borrower shall (or shall cause Manager to) execute and deliver to Lender shall have the right a written notice to require Borrower all Tenants at its applicable Individual Property under Leases directing such Tenants to establish and maintain a cash management account that would operate in the same way as deliver all Rents payable thereunder directly to the Lockbox Account, provided leaving only the account number blank (a “Tenant Direction Letter”). In connection with each Lease executed after the date hereof, each applicable Individual Borrower shall (or shall cause Manager to) deliver to Lender an executed Tenant Direction Letter. Lender shall hold the Tenant Direction Letters in escrow and shall not complete and deliver the Tenant Direction Letters to Tenants unless (i) a Cash Management Event occurs and (ii) Borrower shall have failed promptly thereafter to provide satisfactory written evidence to Lender that Lender Borrower has obtained written consent from delivered completed Tenant Direction Letters to Tenants. Borrower shall, and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents into the Mortgage Lender Lockbox Account within two (2) Business Days after receipt thereof.
(c) Prior to a Cash Sweep Event, funds in the event Lockbox Account shall be transferred daily to an account maintained by Borrower and under Borrower’s dominion and control. During a Cash Sweep Period, Lockbox Bank shall transfer to the Mortgage Loan is still outstandingCash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day throughout the term of the Loan. Following a Cash Sweep Event Cure, such sweep to the Cash Management Account shall be terminated and funds in the Lockbox Account again shall be transferred to an account maintained by Borrower and under Borrower’s dominion and control pursuant to Borrower’s written instruction.
Appears in 1 contract
Samples: Loan Agreement (Inland Real Estate Income Trust, Inc.)
Lockbox Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower to execute establish and maintain an agreement account (the "LOCKBOX ACCOUNT") with Mortgage Lender and the Lockbox Bank providing forin trust for the benefit of Lender, upon the occurrence of a Triggering Event (as defined in the Mortgage Loan Agreement), the establishment of a segregated Eligible Account with the Lockbox Bank (the “Lockbox Account”) into which Borrower shall deposit or cause to be deposited all sums or deposits in the Property Account in accordance with Section 3.2 of the Mortgage Loan Agreement. The Lockbox Account shall be under the sole dominion and control of Mortgage Lender. The Lockbox Account shall be entitled "Behringer Harvard Buena Vista Plaza LP, as Borrower, and Bear Xxxxxxx Commercial Mortgage, Inc., as Lender, pursuant to Loan Agreement dated as of July 27, 2005 - Lockbox Account". Borrower will not cause or permit Mortgage Borrower hereby grants to Lender a first-priority security interest in any way to alter or modify the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will notify take all actions necessary to maintain in favor of Lender of a perfected first priority security interest in the account number Lockbox Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Mortgage Lender and its servicer Servicer shall have the sole right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Mortgage Borrower. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt.
(b) Borrower shall, or shall cause Property Manager to, deliver irrevocable written instructions to all tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall, and shall cause Property Manager to, deposit all amounts received by Borrower or Property Manager constituting Rents into the Lockbox Account within one (1) Business Day after receipt thereof.
(c) Borrower shall direct or cause Mortgage Borrower obtain from Lockbox Bank its agreement to direct that transfer to the Cash Management Account in immediately available funds by federal wire transfer all cash distributions from amounts on deposit in the Lockbox Account once every Business Day during the continuance of a Cash Trap Event Period throughout the term of the Loan.
(d) Upon the occurrence of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in the Lockbox Account to the payment of the Debt in any order in its sole discretion.
(e) The Lockbox Account shall be paid to Lender an Eligible Account and shall not be commingled with other monies held by Borrower or Lockbox Bank.
(f) Borrower shall not further pledge, assign or grant any security interest in accordance with the Mortgage Loan Agreement (including the Net Liquidation Proceeds After Debt Service) and be deposited into an account specified by Lender. In the event Mortgage Lender waives the requirement of Mortgage Borrower to maintain the Lockbox Account or the Mortgage Loan has been repaid in fullmonies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender shall have the right to require Borrower to establish and maintain a cash management account that would operate in the same way as the secured party, to be filed with respect thereto, and except for the rights of the Lockbox AccountBank under the Lockbox Agreement.
(g) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, provided that Lender has obtained written consent suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys fees and expenses) arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the Mortgage Lender in gross negligence or willful misconduct of Lender) or the event performance of the Mortgage Loan is still outstandingobligations for which the Lockbox Account was established.
Appears in 1 contract
Lockbox Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower to execute establish and maintain an agreement with Mortgage Lender and the Lockbox Bank providing for, upon the occurrence of a Triggering Event (as defined in the Mortgage Loan Agreement), the establishment of a segregated Eligible Account with the Lockbox Bank account (the “Lockbox Account”) into with Lockbox Bank in trust for the benefit of Mortgage Lender, which Borrower shall deposit or cause to be deposited all sums or deposits in the Property Account in accordance with Section 3.2 of the Mortgage Loan Agreement. The Lockbox Account shall be under the sole dominion and control of Mortgage Lender. Borrower will not cause or permit Mortgage Borrower in any way Lender pursuant to alter or modify the Lockbox Account and will notify Lender of the account number thereof. Mortgage Lender and its servicer shall have the sole right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Mortgage Borrower. Borrower shall direct or cause Mortgage Borrower to direct that all cash distributions from the Lockbox Account to be paid to Lender in accordance with the Mortgage Loan Agreement Documents.
(including b) Borrower shall cause Mortgage Borrower and/or Manager to, deliver irrevocable written instructions to all tenants under Leases to deliver all Rents payable thereunder directly to the Net Liquidation Proceeds After Debt ServiceLockbox Account. Borrower shall cause Mortgage Borrower and Manager to, deposit all amounts received by Mortgage Borrower or Manager constituting Rents into the Lockbox Account within one (1) and be deposited into an account specified by Lender. In the event Mortgage Lender waives the requirement of Business Day after receipt thereof.
(c) Borrower shall cause Mortgage Borrower to maintain obtain from Lockbox Bank its agreement that Lockbox Bank shall transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day.
(d) The Lockbox Account shall be an Eligible Account and shall not be commingled with other monies held by Mortgage Borrower or Lockbox Bank.
(e) Borrower shall not permit or cause Mortgage Borrower to further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Loan has been repaid in full, Lender shall have the right to require Borrower to establish and maintain a cash management account that would operate in the same way as the Lockbox Accountsecured party, provided that Lender has obtained written consent from the Mortgage Lender in the event the Mortgage Loan is still outstandingto be filed with respect thereto.
Appears in 1 contract
Lockbox Account. (a) Borrower shall cause Mortgage Borrower to execute an agreement with Mortgage Lender establish and the Lockbox Bank providing for, upon the occurrence of a Triggering Event (as defined in the Mortgage Loan Agreement), the establishment of maintain a segregated Eligible Account (the "Lockbox Account") with the Lockbox Bank (in trust for the “Lockbox Account”) into benefit of Lender, which Borrower shall deposit or cause to be deposited all sums or deposits in the Property Account in accordance with Section 3.2 of the Mortgage Loan Agreement. The Lockbox Account shall be under the sole dominion and control of Mortgage Lender. The Lockbox Account shall be entitled "Xxxxxxx Properties-Xxxxxx XX Campus, LLC-Column Financial, Inc., as Mortgagee-Lockbox Account." Borrower will not cause or permit Mortgage Borrower hereby grants to Lender a first priority security interest in any way to alter or modify the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will notify take all actions necessary to maintain in favor of Lender of a perfected first priority security interest in the account number Lockbox Account, including, without limitation, authorizing and filing UCC-1 financing statements and continuations thereof. Mortgage Lender and its servicer Servicer shall have the sole right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Mortgage Borrower.
(b) Borrower shall, or shall cause Manager to, deliver written instructions to all tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall, and shall direct cause Manager to, deposit all amounts received by Borrower or cause Mortgage Borrower Manager constituting Rents into the Lockbox Account within one (1) Business Day after receipt.
(c) Borrower, Lender and Lockbox Bank shall enter into a controlled account agreement pursuant to direct which Lockbox Bank will agree to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day throughout the term of the Loan; provided, however, such agreement shall provide that, until such time (if ever) as Lender shall have advised Lockbox Bank that a Sweep Event has occurred, Lockbox Bank is authorized to transfer all cash distributions from amounts on deposit in the Lockbox Account to be paid to Lender an account designated by Borrower in accordance with the Mortgage Loan Agreement (including the Net Liquidation Proceeds After Debt Service) and be deposited into an account specified by Lender. In the event Mortgage Lender waives the requirement of Mortgage Borrower Borrower’s instructions from time to maintain the Lockbox Account or the Mortgage Loan has been repaid in full, Lender shall have the right to require Borrower to establish and maintain a cash management account that would operate in the same way as the Lockbox Account, provided that Lender has obtained written consent from the Mortgage Lender in the event the Mortgage Loan is still outstandingtime.
Appears in 1 contract
Lockbox Account. (a) Borrower shall cause Mortgage Borrower to execute shall, simultaneously herewith, establish and maintain an agreement with Mortgage Lender and the Lockbox Bank providing for, upon the occurrence of a Triggering Event (as defined in the Mortgage Loan Agreement), the establishment of a segregated Eligible Account with the Lockbox Bank account (the “Lockbox Account”) into with a Lockbox Bank acceptable to Lender and Agent in their reasonable discretion in trust for the benefit of Lender, which Borrower shall deposit or cause to be deposited all sums or deposits in the Property Account in accordance with Section 3.2 of the Mortgage Loan Agreement. The Lockbox Account shall be under the sole dominion and control of Mortgage Lender. The Lockbox Account shall be entitled “Inland Diversified Charlotte Northcrest, L.L.C., a Delaware limited liability company, as Borrower will not cause or permit Mortgage and JPMorgan Chase Bank, National Association, as Lender, pursuant to Loan Agreement dated as of April 29, 2011 – Lockbox Account”. Borrower, Lender and Lockbox Bank shall execute a Lockbox Agreement in form and substance acceptable to Lender whereby Borrower shall grant to Lender a first-priority security interest in any way to alter or modify the Lockbox Account and will notify all deposits at any time contained therein and the proceeds thereof and agrees to take all actions necessary to maintain in favor of Lender of a perfected first priority security interest in the account number Lockbox Account, including, without limitation, filing UCC-1 Financing Statements and continuations thereof. Mortgage Lender and its servicer (or Servicer on Lender’s behalf) shall have the sole right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Mortgage Borrower. Borrower shall direct All monies now or cause Mortgage Borrower to direct that all cash distributions from hereafter deposited into the Lockbox Account to shall be paid to Lender in accordance with deemed additional security for the Mortgage Loan Debt. The Lockbox Agreement (including the Net Liquidation Proceeds After Debt Service) and be deposited into an account specified by Lender. In the event Mortgage Lender waives the requirement of Mortgage Borrower to maintain the Lockbox Account or shall remain in effect until the Mortgage Loan has been repaid in full.
(b) Borrower shall, or shall cause Manager to, on or prior to the Closing Date, deliver written notice to all Tenants under Leases directing such Tenants to deliver all Rents payable thereunder directly to the Lockbox Account (a “Tenant Direction Letter”). In connection with each Lease executed after the date hereof, Borrower shall, or shall cause Manager to, deliver to such Tenant a Tenant Direction Letter. Borrower shall, and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents into the Lockbox Account within two (2) Business Days after receipt thereof.
(c) Prior to a Cash Sweep Event, funds in the Lockbox Account shall be transferred daily to an account maintained by Borrower and under Borrower’s dominion and control. During a Cash Sweep Period, Lockbox Bank shall transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day throughout the term of the Loan. Following a Cash Sweep Event Cure, such sweep to the Cash Management Account shall be terminated and funds in the Lockbox Account again shall be transferred to an account maintained by Borrower and under Borrower’s dominion and control pursuant to Borrower’s written instruction.
(d) Intentionally omitted.
(e) Upon the occurrence of an Event of Default, Lender shall have the right may, in addition to require Borrower any and all other rights and remedies available to establish and maintain a cash management account that would operate Lender, apply any sums then present in the same way Lockbox Account to the payment of the Debt in any order in its sole discretion.
(f) The Lockbox Account shall not be commingled with other monies held by Borrower, any Affiliate of Borrower, Manager or Lockbox Bank.
(g) Borrower shall not further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto.
(h) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Lockbox Account, provided that Lender has obtained written consent Account and/or the Lockbox Agreement (unless arising from the Mortgage Lender in gross negligence or willful misconduct of Lender) or the event performance of the Mortgage Loan is still outstandingobligations for which the Lockbox Account was established.
Appears in 1 contract
Samples: Loan Agreement (Inland Diversified Real Estate Trust, Inc.)
Lockbox Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower to execute establish and maintain an agreement account (the "Lockbox Account") with Mortgage Lender and the Lockbox Bank providing forin trust for the benefit of Lender, upon the occurrence of a Triggering Event (as defined in the Mortgage Loan Agreement), the establishment of a segregated Eligible Account with the Lockbox Bank (the “Lockbox Account”) into which Borrower shall deposit or cause to be deposited all sums or deposits in the Property Account in accordance with Section 3.2 of the Mortgage Loan Agreement. The Lockbox Account shall be under the sole dominion and control of Mortgage Lender. The Lockbox Account shall be entitled "Behringer Harvard Western Portfolio LP, as Borrower, and JPMorgan Chase Bank, N.A., as Lender, pursuant to Loan Agreement dated as of July 20, 2005 - Lockbox Account". Borrower will not cause or permit Mortgage Borrower hereby grants to Lender a first-priority security interest in any way to alter or modify the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will notify take all actions necessary to maintain in favor of Lender of a perfected first priority security interest in the account number Lockbox Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Mortgage Lender and its servicer Servicer shall have the sole right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Mortgage Borrower. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt.
(b) Borrower shall, or shall cause Property Manager to, deliver irrevocable written instructions to all tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall, and shall cause Property Manager to, deposit all amounts received by Borrower or Property Manager constituting Rents into the Lockbox Account within one (1) Business Day after receipt thereof.
(c) Borrower shall direct or cause Mortgage Borrower obtain from Lockbox Bank its agreement to direct that transfer to the Cash Management Account in immediately available funds by federal wire transfer all cash distributions from amounts on deposit in the Lockbox Account once every Business Day during the continuance of a Cash Sweep Period throughout the term of the Loan.
(d) Upon the occurrence of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in the Lockbox Account to the payment of the Debt in any order in its sole discretion.
(e) The Lockbox Account shall be paid to Lender an Eligible Account and shall not be commingled with other monies held by Borrower or Lockbox Bank.
(f) Borrower shall not further pledge, assign or grant any security interest in accordance with the Mortgage Loan Agreement (including the Net Liquidation Proceeds After Debt Service) and be deposited into an account specified by Lender. In the event Mortgage Lender waives the requirement of Mortgage Borrower to maintain the Lockbox Account or the Mortgage Loan has been repaid in fullmonies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender shall have the right to require Borrower to establish and maintain a cash management account that would operate in the same way as the secured party, to be filed with respect thereto, and except for the rights of the Lockbox AccountBank under the Lockbox Agreement.
(g) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, provided that Lender has obtained written consent suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys fees and expenses) arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the Mortgage Lender in gross negligence or willful misconduct of Lender) or the event performance of the Mortgage Loan is still outstandingobligations for which the Lockbox Account was established.
Appears in 1 contract
Lockbox Account. Borrower shall cause Mortgage Borrower to execute an agreement with Mortgage Lender and the Lockbox Bank providing for, upon the occurrence of a Triggering Event (as defined in the Mortgage Loan Agreement), the establishment of a segregated Eligible Account with the Lockbox Bank (the “Lockbox Account”) into which Borrower shall deposit or cause to be deposited all sums or deposits in the Property Account in accordance with Section 3.2 of the Mortgage Loan Agreement. The Lockbox Account shall be under the sole dominion and control of Mortgage Lender. Borrower will not cause or permit Mortgage Borrower in any way to alter or modify the Lockbox Account and will notify Lender of the account number thereof. Mortgage Lender and its servicer shall have the sole right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Mortgage Borrower. Borrower shall direct or cause Mortgage Borrower to direct that all cash distributions from the Lockbox Account to be paid to Lender in accordance with the Mortgage Loan Agreement (including the Net Liquidation Proceeds After Debt Service) and be deposited into an account specified by Lender. In the event (i) Mortgage Lender waives the requirement of Mortgage Borrower to maintain the Lockbox Account or the Mortgage Loan has been repaid in full, (ii) Mezzanine A Lender waives the requirement of Mezzanine A Borrower to maintain the Lockbox Account or the Mezzanine A Loan has been repaid in full, (iii) Mezzanine B Lender waives the requirement of Mezzanine B Borrower to maintain the Lockbox Account or the Mezzanine B Loan has been repaid in full, (iv) Mezzanine C Lender waives the requirement of Mezzanine C Borrower to maintain the Lockbox Account or the Mezzanine C Loan has been repaid in full and (v) Mezzanine D Lender waives the requirement of Mezzanine D Borrower to maintain the Lockbox Account or the Mezzanine D Loan has been repaid in full, Lender shall have the right to require Borrower to establish and maintain a cash management account that would operate in the same way as the Lockbox Account, provided that Lender has obtained written consent from the Mortgage Lender in the event the Mortgage Loan is still outstanding, Mezzanine A Lender in the event the Mezzanine A Loan is still outstanding, Mezzanine B Lender in the event the Mezzanine B Loan is still outstanding, Mezzanine C Lender in the event the Mezzanine C Loan is still outstanding, and the Mezzanine D Lender in the event the Mezzanine D Loan is still outstanding.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (KBS Real Estate Investment Trust, Inc.)
Lockbox Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower establish and maintain, with respect to execute an agreement with Mortgage Lender and each of the Lockbox Bank providing forProperties, upon the occurrence of an account (each, a Triggering Event (as defined in the Mortgage Loan Agreement), the establishment of a segregated Eligible Account with the Lockbox Bank (the “Lockbox Account”) into which Borrower shall deposit or cause to be deposited all sums or deposits with Lockbox Bank in the Property Account in accordance with Section 3.2 trust for the benefit of the Mortgage Loan Agreement. The Lender, which Lockbox Account shall be under the sole dominion and control of Mortgage Lender. Each Lockbox Account shall be entitled “WHP Hotel Owner-1, L.P., WHP Hotel Owner-2A, L.L.C. and WHP Hotel Owner-2B, L.L.C., as Borrower will not cause or permit Mortgage and Bear Xxxxxxx Commercial Mortgage, Inc., as Lender, pursuant to Loan Agreement dated as of December 5, 2002 - Lockbox Account.” Borrower hereby grants to Lender a first-priority security interest in any way to alter or modify the each Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will notify take all actions necessary to maintain in favor of Lender of the account number a perfected first priority security interest in each Lockbox Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Mortgage Lender and its servicer Servicer shall have the sole right to make withdrawals from the each Lockbox Account and all costs and expenses for establishing and maintaining the each Lockbox Account shall be paid by Mortgage Borrower. All monies now or hereafter deposited into any Lockbox Account shall be deemed additional security for the Debt.
(b) Borrower shall, or shall direct cause Operating Lessee or Manager to, deliver irrevocable written instructions to all tenants under Leases at the Lockbox Properties to deliver all Rents payable thereunder directly to the applicable Lockbox Account. Borrower shall, and shall cause Mortgage Borrower to direct that Manager and Operating Lessee to, deposit all cash distributions from amounts received by Borrower, Operating Lessee or Manager constituting Rents at the Lockbox Properties into the Lockbox Account within one (1) Business Day after receipt thereof.
(c) Borrower shall, or shall cause Operating Lessee to, obtain from each Lockbox Bank its agreement to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the applicable Lockbox Account once every Business Day throughout the term of the Loan.
(d) Borrower shall, or shall cause Manager and/or Operating Lessee to, deliver irrevocable written instructions to each of the credit card companies or credit card clearing banks with which Borrower, Operating Lessee or Manager has entered into merchant’s agreements to deliver all receipts payable with respect to each Lockbox Property directly to the Lockbox Account.
(e) Upon the occurrence of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in any Lockbox Account to the payment of the Debt in any order in its sole discretion.
(f) Each Lockbox Account shall be paid to Lender an Eligible Account and shall not be commingled with other monies held by Borrower or Lockbox Bank.
(g) Borrower shall not further pledge, assign or grant any security interest in accordance with the Mortgage Loan Agreement (including the Net Liquidation Proceeds After Debt Service) and be deposited into an account specified by Lender. In the event Mortgage Lender waives the requirement of Mortgage Borrower to maintain the any Lockbox Account or the Mortgage Loan has been repaid in fullmonies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender shall have the right to require Borrower to establish and maintain a cash management account that would operate in the same way as the secured party, to be filed with respect thereto.
(h) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys fees and expenses) arising from or in any way connected with each Lockbox Account, provided that Lender has obtained written consent Account and/or each Lockbox Agreement (unless arising from the Mortgage Lender in gross negligence or willful misconduct of Lender) or the event performance of the Mortgage Loan is still outstandingobligations for which each such Lockbox Account was established.
Appears in 1 contract
Lockbox Account. (a) Borrower shall cause Mortgage Borrower establish and maintain with respect to execute an agreement with Mortgage Lender and the Lockbox Bank providing for, upon the occurrence of a Triggering Event (as defined in the Mortgage Loan Agreement), the establishment of each Individual Property a segregated Eligible Account with the Lockbox Bank (collectively, the “Lockbox Account”) into with Lockbox Bank in trust for the benefit of Lender, which Borrower shall deposit or cause to be deposited all sums or deposits in the Property Account in accordance with Section 3.2 of the Mortgage Loan Agreement. The Lockbox Account shall be under the sole dominion and control of Mortgage Lender. Borrower will not cause or permit Mortgage Borrower in any way to alter or modify the The Lockbox Account and will notify shall be entitled “JPMorgan Chase Bank, as Lender, pursuant to Loan Agreement dated as of August 19, 2004-Lockbox Account”. Borrower hereby grants to Lender of the account number thereof. Mortgage Lender and its servicer shall have the sole right to make withdrawals from a first priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. All costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Mortgage Borrower.
(b) Borrower shall, or shall cause Operating Lessee or Manager to deliver irrevocable written instructions to (i) all tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account, and (ii) each of the credit card companies or credit card clearing banks with which Borrower, Operating Lessee or Manager has entered into merchant’s agreements to deliver all receipts payable with respect to the Properties directly to the Lockbox Account. Borrower shall, and shall direct cause Operating Lessee and Manager to, deposit all amounts received by Borrower, Operating Lessee or cause Mortgage Borrower to direct that all cash distributions from Manager constituting Rents into the Lockbox Account within one (1) Business Day after receipt.
(c) Pursuant to the terms of the Lockbox Agreement Borrower shall, or shall cause Operating Lessee to, obtain from Lockbox Bank its agreement to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day throughout the term of the Loan upon notice from Lender that a Lockbox Event has occurred. Provided that no Lockbox Event has occurred and is continuing, all funds on deposit in the Lockbox Account shall be paid disbursed to Lender the account or accounts designated by Borrower to Lockbox Bank in accordance with the Mortgage Loan Agreement (including the Net Liquidation Proceeds After Debt Service) and be deposited into an account specified by Lender. In the event Mortgage Lender waives the requirement of Mortgage Borrower to maintain the related Lockbox Account or the Mortgage Loan has been repaid in full, Lender shall have the right to require Borrower to establish and maintain a cash management account that would operate in the same way as the Lockbox Account, provided that Lender has obtained written consent from the Mortgage Lender in the event the Mortgage Loan is still outstandingAgreement.
Appears in 1 contract
Lockbox Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower to execute establish and maintain an agreement with Mortgage Lender and the Lockbox Bank providing for, upon the occurrence of a Triggering Event (as defined in the Mortgage Loan Agreement), the establishment of a segregated Eligible Account with the Lockbox Bank account (the “Lockbox Account”) into with Lockbox Bank in trust for the benefit of Lender, which Borrower shall deposit or cause to be deposited all sums or deposits in the Property Account in accordance with Section 3.2 of the Mortgage Loan Agreement. The Lockbox Account shall be under the sole dominion and control of Mortgage Lender. The Lockbox Account shall be entitled “XX00 Xxxxxxx XX, LLC et al Lockbox FBO KeyBank National Association with its successors and assigns as Lender”. Borrower will not cause or permit Mortgage Borrower hereby grants to Lender a first-priority security interest in any way to alter or modify the Lockbox Account and will notify all deposits at any time contained therein and the proceeds thereof and shall take all actions necessary to maintain in favor of Lender of a perfected first priority security interest in the account number Lockbox Account, including filing UCC-1 Financing Statements and continuations thereof. Mortgage Lender and its servicer Servicer shall have the sole right to make withdrawals from the Lockbox Account and all Account. All costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Mortgage Borrower. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt. The Lockbox Agreement and Lockbox Account shall remain in effect until the Loan has been repaid or defeased in full.
(b) Borrower shall, or shall cause Manager to, on or prior to the Closing Date, deliver Tenant Direction Letters to all Tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall, and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents into the Lockbox Account within one (1) Business Day after receipt thereof.
(c) Borrower shall direct obtain from Lockbox Bank its agreement to transfer in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day throughout the term of the Loan to either: (i) during a Cash Sweep Period, the Cash Management Account; or cause Mortgage (ii) so long as no Cash Sweep Period exists, Borrower.
(d) Upon the occurrence of an Event of Default or any Bankruptcy Action of Borrower or Manager, Lender may, in addition to direct that any and all cash distributions from other rights and remedies available to Lender, apply any sums then present in the Lockbox Account to the payment of the Debt in any order in its discretion.
(e) The Lockbox Account shall not be paid to Lender commingled with other monies held by Borrower, Manager or Lockbox Bank.
(f) Borrower shall not further pledge, assign or grant any security interest in accordance with the Mortgage Loan Agreement (including the Net Liquidation Proceeds After Debt Service) and be deposited into an account specified by Lender. In the event Mortgage Lender waives the requirement of Mortgage Borrower to maintain the Lockbox Account or the Mortgage Loan has been repaid in fullmonies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender shall have the right to require Borrower to establish and maintain a cash management account that would operate in the same way as the secured party, to be filed with respect thereto.
(g) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Lockbox Account, provided that Lender has obtained written consent Account and/or the Lockbox Agreement (unless arising from the Mortgage Lender in gross negligence or willful misconduct of Lender) or the event performance of the Mortgage Loan is still outstandingobligations for which the Lockbox Account was established.
Appears in 1 contract
Lockbox Account. Borrower shall cause Mortgage Borrower to execute an agreement with Mortgage Lender and the Lockbox Bank providing for, upon (a) Upon the occurrence of a Triggering Event (as defined in the Mortgage Loan Agreement)Lockbox Event, the establishment of Borrower shall establish and maintain a segregated Eligible Account with the Lockbox Bank (the “Lockbox Account”"LOCKBOX ACCOUNT") into which Borrower shall deposit or cause to be deposited all sums or deposits held by the Servicer in the Property Account in accordance with Section 3.2 trust for the benefit of the Mortgage Loan Agreement. The Lender, which Lockbox Account shall be under the sole dominion and control of Mortgage Lender. The Lockbox Account shall be entitled "Hawthorn, L.P., as Borrower, and Xxxxxx Brothers Holdings Inc., as Lender, pursuant to Loan Agreement dated as of November 14, 1997-Lockbox Account." Borrower hereby grants to Lender a first priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Borrower will not cause or permit Mortgage Borrower in any way to alter or modify the Lockbox Account and will notify Lender of the account number thereof. Mortgage Lender and its servicer Servicer shall have the sole right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Mortgage Borrower.
(b) Borrower shall, or shall cause Manager to, deliver written instructions to all tenants under Leases to deliver all Rents payable thereunder following a Lockbox Event, directly to the Lockbox Account. Borrower shall, and shall direct cause Manager to, deposit all amounts received by Borrower or cause Mortgage Borrower to direct that all cash distributions from Manager constituting Rents into the Lockbox Account promptly upon receipt.
(c) Borrower shall obtain from Account Holder its agreement to be paid transfer to Lender the Cash Collateral Account in accordance with the Mortgage Loan Agreement (including the Net Liquidation Proceeds After Debt Service) and be deposited into an account specified immediately available funds by Lender. In the event Mortgage Lender waives the requirement of Mortgage Borrower to maintain federal wire transfer all amounts on deposit in the Lockbox Account or the Mortgage Loan has been repaid in full, Lender shall have the right to require Borrower to establish and maintain once every other Business Day following a cash management account that would operate in the same way as the Lockbox Account, provided that Lender has obtained written consent from the Mortgage Lender in the event the Mortgage Loan is still outstandingEvent.
Appears in 1 contract
Lockbox Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower to execute establish and maintain an agreement with Mortgage Lender and the Lockbox Bank providing for, upon the occurrence of a Triggering Event (as defined in the Mortgage Loan Agreement), the establishment of a segregated Eligible Account with the Lockbox Bank account (the “Lockbox Account”) into with Lockbox Bank in trust for the benefit of Lender, which Borrower shall deposit or cause to be deposited all sums or deposits in the Property Account in accordance with Section 3.2 of the Mortgage Loan Agreement. The Lockbox Account shall be under the sole dominion and control of Mortgage Lender. The Lockbox Account shall be entitled “SSTI 00000 X XX XXXXXXX XXXX, LLC, ET AL, Lockbox Account FBO KeyBank National Association, successors and assigns.” Borrower will not cause or permit Mortgage Borrower hereby grants to Lender a first-priority security interest in any way to alter or modify the Lockbox Account and will notify all deposits at any time contained therein and the proceeds thereof and shall take all actions necessary to maintain in favor of Lender of a perfected first priority security interest in the account number Lockbox Account, including filing UCC-1 Financing Statements and continuations thereof. Mortgage Lender and its servicer Servicer shall have the sole right to make withdrawals from the Lockbox Account and all Account. All costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Mortgage Borrower. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt. The Lockbox Agreement and Lockbox Account shall remain in effect until the Loan has been repaid or defeased in full.
(b) Upon the occurrence and during the continuance of a Cash Sweep Period, Borrower shall, and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents into the Lockbox Account on a weekly basis.
(c) Borrower shall direct or cause Mortgage Borrower obtain from Lockbox Bank its agreement to transfer in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day during a Cash Sweep Period to the Cash Management Account, and, upon a Cash Sweep Event Cure, Lender shall direct that any balance in the Lockbox Account and/or the Cash Management Account be promptly disbursed to Borrower.
(d) Upon the occurrence of an Event of Default or any Bankruptcy Action of Borrower, Lender may, in addition to any and all cash distributions from other rights and remedies available to Lender, apply any sums then present in the Lockbox Account to the payment of the Debt in any order in its discretion.
(e) The Lockbox Account shall not be paid to Lender commingled with other monies held by Borrower, Manager or Lockbox Bank.
(f) Borrower shall not further pledge, assign or grant any security interest in accordance with the Mortgage Loan Agreement (including the Net Liquidation Proceeds After Debt Service) and be deposited into an account specified by Lender. In the event Mortgage Lender waives the requirement of Mortgage Borrower to maintain the Lockbox Account or the Mortgage Loan has been repaid in fullmonies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender shall have the right to require Borrower to establish and maintain a cash management account that would operate in the same way as the secured party, to be filed with respect thereto.
(g) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Lockbox Account, provided that Lender has obtained written consent Account and/or the Lockbox Agreement (unless arising from the Mortgage Lender in gross negligence or willful misconduct of Lender) or the event performance of the Mortgage Loan is still outstandingobligations for which the Lockbox Account was established.
Appears in 1 contract
Lockbox Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower to execute establish and maintain an agreement with Mortgage Lender and the Lockbox Bank providing for, upon the occurrence of a Triggering Event (as defined in the Mortgage Loan Agreement), the establishment of a segregated Eligible Account with the Lockbox Bank account (the “Lockbox Account”) into with Lockbox Bank in trust for the benefit of Lender, which Borrower shall deposit or cause to be deposited all sums or deposits in the Property Account in accordance with Section 3.2 of the Mortgage Loan Agreement. The Lockbox Account shall be under the sole dominion and control of Mortgage Lender. The Lockbox Account shall be entitled “TNP SRT PORTFOLIO I, LLC Lockbox Account FBO KeyBank National Association, successors and assigns”. Borrower will not cause or permit Mortgage Borrower hereby grants to Lender a first-priority security interest in any way to alter or modify the Lockbox Account and will notify all deposits at any time contained therein and the proceeds thereof and shall take all actions necessary to maintain in favor of Lender of a perfected first priority security interest in the account number Lockbox Account, including filing UCC-1 Financing Statements and continuations thereof. Mortgage Lender and its servicer Servicer shall have the sole right to make withdrawals from the Lockbox Account and all Account. All costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Mortgage Borrower. Borrower shall direct All monies now or cause Mortgage Borrower to direct that all cash distributions from hereafter deposited into the Lockbox Account to shall be paid to Lender in accordance with deemed additional security for the Mortgage Loan Debt. The Lockbox Agreement (including the Net Liquidation Proceeds After Debt Service) and be deposited into an account specified by Lender. In the event Mortgage Lender waives the requirement of Mortgage Borrower to maintain the Lockbox Account or shall remain in effect until the Mortgage Loan has been repaid in full.
(b) Borrower shall, Lender or shall have cause Manager to, on or prior to the right Closing Date, deliver Tenant Direction Letters to require Borrower all Tenants under Leases to establish and maintain a cash management account that would operate in the same way as deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall, provided that and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents into the Lockbox Account within one (1) Business Day after receipt thereof.
(c) Borrower shall obtain from Lockbox Bank its agreement to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day throughout the term of the Loan.
(d) Upon the occurrence of an Event of Default or any Bankruptcy Action of Borrower or Manager, Lender has obtained written consent may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in the Lockbox Account to the payment of the Debt in any order in its discretion.
(e) The Lockbox Account shall not be commingled with other monies held by Borrower, Manager or Lockbox Bank.
(f) Borrower shall not further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto.
(g) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the Mortgage Lender in gross negligence or willful misconduct of Lender) or the event performance of the Mortgage Loan is still outstandingobligations for which the Lockbox Account was established.
Appears in 1 contract
Lockbox Account. (a) Borrower shall cause Mortgage Borrower to execute an agreement with Mortgage Lender establish and the Lockbox Bank providing for, upon the occurrence of a Triggering Event (as defined in the Mortgage Loan Agreement), the establishment of maintain a segregated Eligible Account with the Lockbox Bank (the “Lockbox Account”) into with Lockbox Bank in trust for the benefit of Lender, which Borrower shall deposit or cause to be deposited all sums or deposits in the Property Account in accordance with Section 3.2 of the Mortgage Loan Agreement. The Lockbox Account shall be under the sole dominion and control of Mortgage LenderLender without any further consent by the Borrower. The Lockbox Account shall be entitled “Column Financial, Inc., as Lender of Thunderbolt, LLC — Lockbox Account.” Borrower will not cause or permit Mortgage Borrower hereby grants to Lender a first priority security interest in any way to alter or modify the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will notify take all actions necessary to maintain in favor of Lender of a perfected first priority security interest in the account number Lockbox Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Mortgage Lender and its servicer Servicer shall have the sole right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Mortgage Borrower.
(b) On the date hereof, Borrower shall, or shall cause Manager to, deliver written instructions to all tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall, and shall direct cause Manager to, deposit all amounts received by Borrower or cause Mortgage Borrower to direct that all cash distributions from Manager constituting Rents into the Lockbox Account within one (1) Business Day after receipt.
(c) Borrower shall obtain from Lockbox Bank its agreement to be paid transfer to Lender the Cash Management Account in accordance with the Mortgage Loan Agreement (including the Net Liquidation Proceeds After Debt Service) and be deposited into an account specified immediately available funds by Lender. In the event Mortgage Lender waives the requirement of Mortgage Borrower to maintain federal wire transfer all amounts on deposit in the Lockbox Account or once every Business Day throughout the Mortgage Loan has been repaid in full, Lender shall have term of the right to require Borrower to establish and maintain a cash management account that would operate in the same way as the Lockbox Account, provided that Lender has obtained written consent from the Mortgage Lender in the event the Mortgage Loan is still outstandingLoan.
Appears in 1 contract
Samples: Loan Agreement (Fairchild Corp)
Lockbox Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower to execute establish and maintain an agreement with Mortgage Lender and the Lockbox Bank providing for, upon the occurrence of a Triggering Event (as defined in the Mortgage Loan Agreement), the establishment of a segregated Eligible Account with the Lockbox Bank account (the “Lockbox Account”) into with Lockbox Bank in trust for the benefit of Lender, which Borrower shall deposit or cause to be deposited all sums or deposits in the Property Account in accordance with Section 3.2 of the Mortgage Loan Agreement. The Lockbox Account shall be under the sole dominion and control of Mortgage Lender. The Lockbox Account shall be entitled “Behringer Harvard Three Parkway, LLC, as Borrower, and JPMorgan Chase Bank, N.A., as Lender, pursuant to Loan Agreement dated as of October , 2006 – Lockbox Account”. Borrower will not cause or permit Mortgage Borrower hereby grants to Lender a first-priority security interest in any way to alter or modify the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will notify take all actions necessary to maintain in favor of Lender of a perfected first priority security interest in the account number Lockbox Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Mortgage Lender and its servicer Servicer shall have the sole right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Mortgage Borrower. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt.
(b) Borrower shall, or shall cause Property Manager to, deliver irrevocable written instructions to all tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall, and shall cause Property Manager to, deposit all amounts received by Borrower or Property Manager constituting Rents into the Lockbox Account within one (1) Business Day after receipt thereof.
(c) Borrower shall direct or cause Mortgage Borrower obtain from Lockbox Bank its agreement to direct that transfer to the Cash Management Account in immediately available funds by federal wire transfer all cash distributions from amounts on deposit in the Lockbox Account once every Business Day during the continuance of a Cash Sweep Period.
(d) Upon the occurrence of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in the Lockbox Account to the payment of the Debt in any order in its sole discretion.
(e) The Lockbox Account shall be paid to Lender an Eligible Account and shall not be commingled with other monies held by Borrower or Lockbox Bank.
(f) Borrower shall not further pledge, assign or grant any security interest in accordance with the Mortgage Loan Agreement (including the Net Liquidation Proceeds After Debt Service) and be deposited into an account specified by Lender. In the event Mortgage Lender waives the requirement of Mortgage Borrower to maintain the Lockbox Account or the Mortgage Loan has been repaid in fullmonies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender shall have the right to require Borrower to establish and maintain a cash management account that would operate in the same way as the secured party, to be filed with respect thereto, and except for the rights of the Lockbox AccountBank under the Lockbox Agreement.
(g) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, provided that Lender has obtained written consent suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys fees and expenses) arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the Mortgage Lender in gross negligence or willful misconduct of Lender) or the event performance of the Mortgage Loan is still outstandingobligations for which the Lockbox Account was established.
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Lockbox Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower to execute an agreement with Mortgage Lender establish and the Lockbox Bank providing formaintain one or more accounts (collectively, upon the occurrence of a Triggering Event (as defined in the Mortgage Loan Agreement), the establishment of a segregated Eligible Account with the Lockbox Bank (the “Lockbox Account”) into with Lockbox Bank in trust for the benefit of Lender, which Borrower shall deposit or cause to be deposited all sums or deposits in the Property Account in accordance with Section 3.2 of the Mortgage Loan Agreement. The Lockbox Account shall be under the sole dominion and control of Mortgage Lender. The Lockbox Account shall be entitled “PHR WNC, LLC and PHR WNC OPCO SUB, LLC, as Borrower will not cause and Wxxxx Fargo Bank, National Association, as Trustee, for the Benefit of the Holders of DBJPM 2017-C6 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2017-C6 - Lockbox Account” or permit Mortgage such other name as Lender shall approve. Borrower hereby grants to Lender a first-priority security interest in any way to alter or modify the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will notify take all actions necessary to maintain in favor of Lender of a perfected first priority security interest in the account number Lockbox Account, including, without limitation, filing UCC-1 Financing Statements and continuations thereof. Mortgage Lender and its servicer Servicer shall have the sole right to make withdrawals from the Lockbox Account in accordance with the Lockbox Agreement and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Mortgage Borrower. Borrower shall direct All monies now or cause Mortgage Borrower to direct that all cash distributions from hereafter deposited into the Lockbox Account to shall be paid to Lender in accordance with deemed additional security for the Mortgage Loan Debt. The Lockbox Agreement (including the Net Liquidation Proceeds After Debt Service) and be deposited into an account specified by Lender. In the event Mortgage Lender waives the requirement of Mortgage Borrower to maintain the Lockbox Account or shall remain in effect until the Mortgage Loan has been repaid in full.
(b) Borrower shall, Lender or shall have cause Manager to, on or prior to the right Closing Date, (i) deliver Tenant Direction Letters to require all Tenants under Subleases, if any, instructing those Tenants to deliver all Rents payable thereunder directly to the Lockbox Account and (ii) deliver irrevocable written instructions to each of the credit card companies or credit card clearing banks with which any Borrower or Manager has entered into merchant’s agreements to establish and maintain a cash management account that would operate in deliver all receipts payable with respect to the same way as Property directly to the Lockbox Account. Borrower shall, provided and shall cause Manager to, deposit all amounts received by any Borrower or Manager constituting Rents into the Lockbox Account within two (2) Business Days after receipt thereof; provided, however, for any Rents from any Tenants which are paid by check and any payment from Persons with whom Borrower or Manager does business on an “accounts receivable” basis with respect to the Property which are paid by check, Borrower or Manager shall deposit all such funds into the Lockbox Account within two (2) Business Days after receipt thereof; provided, further that for any Rents which are paid by cash and any other amounts received by Borrower or Manager with respect to the Property which are paid by cash, Borrower or Manager shall deposit all such funds into an account designated by Borrower and cause such funds to be transferred to the Lockbox Account within two (2) Business Days after receipt thereof.
(c) Borrower shall obtain from Lockbox Bank its agreement, subject to the terms and conditions of the Cash Management Agreement and only during a Cash Sweep Period, to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day during a Cash Sweep Period and if no Cash Sweep Period shall be in effect, to transfer such amounts to an account designated by Borrower once every Business Day in accordance with the terms of the Lockbox Agreement.
(d) Upon the occurrence and during the continuance of an Event of Default or a Bankruptcy Trigger Event, Lender has obtained written consent may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in the Lockbox Account to the payment of the Debt in any order in its sole discretion.
(e) The Lockbox Account shall not be commingled with other monies held by Owner, Operating Tenant, Manager or Lockbox Bank.
(f) Borrower shall not further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto.
(g) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the Mortgage Lender in gross negligence or willful misconduct of Lender) or the event performance of the Mortgage Loan is still outstandingobligations for which the Lockbox Account was established.
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Lockbox Account. (a) During the term of the Loan, Borrower shall cause Mortgage Borrower to execute establish and maintain an agreement with Mortgage Lender and the Lockbox Bank providing for, upon the occurrence of a Triggering Event (as defined in the Mortgage Loan Agreement), the establishment of a segregated Eligible Account with the Lockbox Bank account (the “Lockbox Account”) into with Lockbox Bank in trust for the benefit of Lender, which Borrower shall deposit or cause to be deposited all sums or deposits in the Property Account in accordance with Section 3.2 of the Mortgage Loan Agreement. The Lockbox Account shall be under the sole dominion and control of Mortgage Lender. The Lockbox Account shall be entitled “TNP SRT Summit Point, LLC, as Borrower will not cause or permit Mortgage and JPMorgan Chase Bank, National Association, as Lender, pursuant to Loan Agreement dated as of December 21, 2011 – Lockbox Account”. Borrower hereby grants to Lender a first-priority security interest in any way to alter or modify the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will notify take all actions necessary to maintain in favor of Lender of a perfected first priority security interest in the account number Lockbox Account, including, without limitation, filing UCC-1 Financing Statements and continuations thereof. Mortgage Lender and its servicer Servicer shall have the sole right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by Mortgage Borrower. Borrower shall direct All monies now or cause Mortgage Borrower to direct that all cash distributions from hereafter deposited into the Lockbox Account to shall be paid to Lender in accordance with deemed additional security for the Mortgage Loan Debt. The Lockbox Agreement (including the Net Liquidation Proceeds After Debt Service) and be deposited into an account specified by Lender. In the event Mortgage Lender waives the requirement of Mortgage Borrower to maintain the Lockbox Account or shall remain in effect until the Mortgage Loan has been repaid in full.
(b) Borrower shall, Lender or shall have cause Manager to, on or prior to the right Closing Date, deliver Tenant Direction Letters to require Borrower all Tenants under Leases to establish and maintain a cash management account that would operate in the same way as deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall, provided that and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents into the Lockbox Account within one (1) Business Day after receipt thereof.
(c) Borrower shall obtain from Lockbox Bank its agreement to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day throughout the term of the Loan.
(d) Upon the occurrence of an Event of Default, Lender has obtained written consent may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in the Lockbox Account to the payment of the Debt in any order in its sole discretion.
(e) The Lockbox Account shall not be commingled with other monies held by Borrower, Manager or Lockbox Bank.
(f) Borrower shall not further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto.
(g) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the Mortgage Lender in gross negligence or willful misconduct of Lender) or the event performance of the Mortgage Loan is still outstandingobligations for which the Lockbox Account was established.
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