Other Limitations. Prior to the payment in full of the Debt, Borrower shall not, without the prior written consent of Lender (which may be furnished or withheld at its sole and absolute discretion), give its consent or approval to any of the following actions or items: (a) except as permitted by the Mortgage Loan Documents and the Loan Documents (i) any refinance of the Mortgage Loan, (ii) any prepayment in full of the Mortgage Loan, (iii) any Sale or Pledge of the Property or any portion thereof, or (iv) any action in connection with or in furtherance of the foregoing; (b) intentionally deleted; (c) any material modification, amendment, consolidation, spread, restatement, waiver or termination of any of the Mortgage Loan Documents; (d) the distribution to the partners, members or shareholders of Mortgage Borrower of property other than cash, except in accordance with the provisions of Mortgage Borrower's organizational documents; (e) except as set forth in an approved Annual Budget or as permitted under the Mortgage Loan Documents, any (i) material improvement, renovation or refurbishment of all or any part of the Property to a materially higher standard or level than that of comparable properties in the same market segment and in the same geographical area as the Property, except in connection with Tenant Improvements undertaken in accordance with the terms of the Mortgage Loan Agreement (ii) except in connection with Tenant Improvements undertaken in accordance with the terms of the Mortgage Loan Agreement, removal, demolition or material alteration of the improvements or equipment on the Property or (iii) material increase in the square footage or gross leasable area of the improvements on the Property if a material portion of any of the expenses in connection therewith are paid or incurred by Mortgage Borrower; (f) any material change in the method of conduct of the business of Borrower or any of its Subsidiaries, such consent to be given in the sole discretion of Lender; (g) except as required by the Mortgage Loan Documents, any determination to restore the Property after a Casualty or Condemnation.
Appears in 3 contracts
Samples: Mezzanine Loan Agreement (Maguire Properties Inc), Mezzanine Loan Agreement (Maguire Properties Inc), Senior Mezzanine Loan Agreement (Maguire Properties Inc)
Other Limitations. Prior to the payment in full of the Debt, no Borrower shall notand no Affiliate of any Borrower shall, without the prior written consent of Lender (which may be furnished or withheld at its sole and absolute discretion), give its consent or approval to any of the following actions or items:
(a) except as permitted by the Mortgage Loan Documents and the Loan Documents Lender herein (i) any refinance refinancing of the Mortgage Loan, (ii) any prepayment in full or in part of the Mortgage Loan, (iii) any Sale Transfer of any or Pledge all of the either Property or any portion thereof, or (iv) any action in connection with or in furtherance of the foregoing;
(b) intentionally deletedcreating, incurring, assuming or suffering to exist any additional Liens on any portion of the Properties except for Permitted Encumbrances;
(c) any material modification, amendment, consolidation, spread, restatement, waiver or termination of any of the Mortgage Loan Documents;
(d) approve the terms of any Annual Budget;
(e) the distribution to the partners, members or shareholders of any Mortgage Borrower of property other than cash, except in accordance with the provisions of Mortgage Borrower's organizational documents;
(ef) except as set forth in an approved Approved Annual Budget or as permitted under the Mortgage Loan DocumentsBudget, any (i) material improvement, renovation or refurbishment of all or any part of the any Property to a materially higher standard or level than that of comparable properties in the same market segment and in the same geographical area as the such Property, except in connection with Tenant Improvements undertaken in accordance with the terms of the Mortgage Loan Agreement (ii) except in connection with Tenant Improvements undertaken in accordance with the terms of the Mortgage Loan Agreement, removal, demolition or material alteration of the improvements Improvements or equipment on the Property any Property, or (iii) material increase in the square footage or gross leasable area of the improvements Improvements on the any Property if a material portion of any of the expenses in connection therewith are paid or incurred by the applicable Mortgage Borrower;
(fg) any material change in the method of conduct of the business of Borrower Mortgage Borrowers or Borrowers or any of its Subsidiariestheir respective Affiliates, such consent to be given in the sole discretion of Lender;
(gh) the settlement of any claim against any Borrower or any of its Affiliates, other than a fully insured third party claim, in any amount greater than $10,000.00 (in the case of any Borrower) or $100,000.00 (in the case of any Mortgage Borrower), such consent to be given in the sole discretion of Lender; or
(i) except as required by the Mortgage Loan Documents, any determination to restore the any Property after a Casualty or Condemnation.
Appears in 2 contracts
Samples: Loan Agreement (MPG Office Trust, Inc.), Loan Agreement (MPG Office Trust, Inc.)
Other Limitations. Prior (i) Notwithstanding anything herein to the payment in full of contrary, Seller Indemnified Parties (i) shall be entitled to dollar-for-dollar indemnification from the Debtfirst dollar, Borrower and (ii) shall not, without not be subject to the prior written consent of Lender (which may be furnished or withheld at its sole and absolute discretion), give its consent or approval to any of the following actions or itemsCap with respect to:
(aA) except as permitted by Losses involving Assumed Liabilities and liabilities under Section 11.2(g) (Pension Liabilities);
(B) Losses arising from the Mortgage Loan Documents and the Loan Documents (i) any refinance fraud or willful misconduct of the Mortgage LoanPurchasing Entities;
(C) Losses arising from any breach or nonfulfillment by a Purchasing Entity of any of its respective covenants set forth in this Agreement;
(D) Claims under Sections 1.5(b); provided, however, that the maximum aggregate amount that the Indemnifying Buying Entities shall be obligated to pay pursuant to this Section 11.6(c)(i)(D) shall be the Purchase Price. Notwithstanding the foregoing, none of the Indemnifying Selling Entities shall have any liability for the following:
(ii) any prepayment in full For accounts receivable collectibility, inventory obsolescence, loss contracts for which a reserve is reflected on the Closing Balance Sheet or warranty claims following the final determination of the Mortgage LoanClosing Balance Sheet, (other than in the case of fraud or willful misconduct and other than in respect of any claims relating to a breach of the representations and warranties in Section 3.12;
(iii) Any matter subject to indemnification pursuant to Section 11.1, to the extent such liability would not have arisen but for a change in legislation or accounting policies made after the Transfer Date or a change in the interpretation of a Law as determined by any Sale court of competent jurisdiction or Pledge pursuant to an administrative rule-making decision of a governmental authority after the Property or any portion thereof, or Transfer Date; or
(iv) any action Any matter subject to indemnification pursuant to Section 11.1, to the extent such liability would not have arisen but for some act, omission, transaction or arrangement carried out at the written request or with the written approval of a Purchasing Entity or its authorized representatives prior to Closing or which was expressly authorized by this Agreement other than in connection with or in furtherance of the foregoing;
(b) intentionally deleted;
(c) any material modification, amendment, consolidation, spread, restatement, waiver or termination respect of any of the Mortgage Loan Documents;
(d) the distribution to the partners, members or shareholders of Mortgage Borrower of property other than cash, except in accordance with the provisions of Mortgage Borrower's organizational documents;
(e) except as set forth in an approved Annual Budget or as permitted under the Mortgage Loan Documents, any (i) material improvement, renovation or refurbishment of all or any part of the Property to claims for a materially higher standard or level than that of comparable properties in the same market segment and in the same geographical area as the Property, except in connection with Tenant Improvements undertaken in accordance with the terms of the Mortgage Loan Agreement (ii) except in connection with Tenant Improvements undertaken in accordance with the terms of the Mortgage Loan Agreement, removal, demolition or material alteration of the improvements or equipment on the Property or (iii) material increase in the square footage or gross leasable area of the improvements on the Property if a material portion breach of any of the expenses in connection therewith are paid or incurred by Mortgage Borrower;
(f) any material change in the method of conduct of the business of Borrower or any of its Subsidiaries, such consent to be given in the sole discretion of Lender;
(g) except as required by the Mortgage Loan Documents, any determination to restore the Property after a Casualty or Condemnationrepresentation and warranty.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Intermec, Inc.), Purchase and Sale Agreement (Unova Inc)
Other Limitations. Prior to the payment in full of the Debt, neither Borrower shall notnor any of its Affiliates shall, without the prior written consent of Lender (which may be furnished or withheld at in its sole and absolute reasonable discretion), give its consent or approval to any of the following actions or items:
(a) except as permitted by under the Loan Documents, the Senior Mezzanine Loan Documents or the Mortgage Loan Documents and the Loan Documents or otherwise permitted by Lender herein, (i) any refinance of the Mortgage Loan or any Senior Mezzanine Loan, (ii) any prepayment in full or in part of the Mortgage Loan or any Senior Mezzanine Loan, (iii) any Sale Transfer of any or Pledge all of the Property or any Senior Mezzanine Collateral or any portion thereof, or (iv) any action in connection with or in furtherance of the foregoing;
(b) intentionally deleted;
(c) any material modification, amendment, consolidation, spread, restatement, waiver or termination of any of the Mortgage Loan Documents or the Senior Mezzanine Loan Documents or the Master Lease not otherwise permitted hereunder, under the Senior Mezzanine Loan Documents or under the Mortgage Loan Documents;
(c) except as permitted under the Loan Documents, the Senior Mezzanine Loan Documents or the Mortgage Loan Documents or otherwise permitted by Lender herein, creating, incurring, assuming, or suffering to exist any additional Liens on any portion of the Property, except for Permitted Encumbrances;
(d) the distribution to the partners, members or shareholders of any Senior Mezzanine Borrower, Mortgage Borrower or Maryland Owner of property other than cash, except in accordance with the provisions of Mortgage Borrower's organizational documents;; and
(e) except as set forth in an approved Annual Budget or as expressly permitted under the Mortgage Loan Documents, any (i) material improvement, renovation or refurbishment of all or any part of the Property to a materially higher standard or level than that of comparable properties in the same market segment and in the same geographical area as the Property, except in connection with Tenant Improvements undertaken in accordance with the terms of the Mortgage Loan Agreement (ii) except in connection with Tenant Improvements undertaken in accordance with the terms of the Mortgage Loan Agreement, removal, demolition or material alteration of the improvements or equipment on the Property or (iii) material increase in the square footage or gross leasable area of the improvements on the Property if a material portion of any of the expenses in connection therewith are paid or incurred by Mortgage Borrower;
(f) any material change in the method of conduct of the business of Borrower or any of its Subsidiaries, such consent to be given in the sole discretion of Lender;
(g) except as required by the Mortgage Loan Documents, any determination to restore the any Individual Property after a Casualty or Condemnation.
Appears in 2 contracts
Samples: Loan Agreement (Hcp, Inc.), Loan Agreement (Hcp, Inc.)
Other Limitations. Prior to the payment in full of the Debt, Borrower shall not, and shall not permit Mortgage Borrower to, without the prior written consent of Lender Administrative Agent (which may be furnished or withheld at its sole and absolute discretion), give its consent or approval to any of the following actions or items:
(a) except as permitted by the Mortgage Loan Documents and the Loan Documents herein (i) any refinance of the Mortgage Loan, (ii) any prepayment in full of the Mortgage Loan, (iii) any Sale or Pledge Transfer of the Property or any portion thereof, or (iv) any action in connection with or in furtherance refinance of the foregoingMezzanine A Loan, (v) any prepayment in full of the Mezzanine A Loan, (vi) any Transfer of the Mezzanine A Collateral or any portion thereof;
(b) intentionally deletedexcept as permitted herein or expressly permitted pursuant to the Mortgage Loan Documents or Mezzanine A Loan Documents, creating, incurring, assuming or suffering to exist any additional Liens on any portion of the Property or Mezzanine A Collateral except for Permitted Encumbrances;
(c) any material modification, amendment, consolidation, spread, restatement, waiver or termination of any of the Mortgage Loan Documents (other than a termination that is effected pursuant to the provisions of the Mortgage Loan Documents and does not otherwise violate the terms of this Agreement or the other Loan Documents) or any of the Mezzanine A Loan Documents (other than a termination that is effected pursuant to the provisions of the Mezzanine A Loan Documents and does not otherwise violate the terms of this Agreement or the other Loan Documents);
(d) the distribution to the partners, members or shareholders of Mortgage Borrower or Mezzanine A Borrower of property other than cash, except in accordance with the provisions of Mortgage Borrower's organizational documents;
(e) except as set forth in an approved Annual Budget otherwise expressly permitted herein or as permitted under the Mortgage Loan Documents, any (i) material improvement, renovation or refurbishment of all or any part of the Property pursuant to a materially higher standard or level than that of comparable properties in the same market segment and in the same geographical area as the Property, except in connection with Tenant Improvements undertaken in accordance with the terms of the Mortgage Loan Agreement (ii) except in connection with Tenant Improvements undertaken in accordance with the terms of the Mortgage or Mezzanine A Loan Agreement, removal, demolition or material alteration of the improvements or equipment on the Property or (iii) material increase in the square footage or gross leasable area of the improvements on the Property if a material portion of any of the expenses in connection therewith are paid or incurred by Mortgage Borrower;
(f) any material change in the method of conduct of the business of Borrower, Mezzanine A Borrower or any of its SubsidiariesMortgage Borrower, such consent to be given in the sole discretion of Lender;Administrative Agent; and
(gf) except as required by the Mortgage Loan Documents, any determination to restore the Property after a Casualty or Condemnation.
Appears in 2 contracts
Samples: Loan Amendment (Vici Properties Inc.), Mezzanine Loan Agreement (Vici Properties Inc.)
Other Limitations. Prior to the payment in full of the Debt, neither Borrower shall notnor Mortgage Borrower shall, without the prior written consent of Lender (which may be furnished or withheld at its sole and absolute discretion), give its consent or approval to any of the following actions or items:
(ai) except as permitted by the Mortgage Loan Documents and the Loan Documents Lender herein (iA) any refinance of the Mortgage Loan, (ii) any prepayment in full of the Mortgage Loan, (iiiB) any Sale Transfer of any or Pledge all of the Property or Collateral or any portion thereof, or (ivC) any action in connection with or in furtherance of the foregoing;
(bii) intentionally deletedthe creation or incurrence of any Lien on any portion of the Property except for Permitted Encumbrances;
(ciii) any material the modification, amendment, consolidation, spread, restatement, waiver or termination of any of the Mortgage Loan Documents;
(div) the terms of any Annual Budget;
(v) the distribution to the partners, members or shareholders of Mortgage Borrower of property other than cash, except in accordance with the provisions of Mortgage Borrower's organizational documents;
(evi) except as set forth in an approved Approved Annual Budget or as permitted under the Mortgage Loan Documents, any (iA) material improvement, renovation or refurbishment of all or any part of the Property to a materially higher standard or level than that of comparable properties in the same market segment and in the same geographical area as the Property, except in connection with Tenant Improvements undertaken in accordance with the terms of the Mortgage Loan Agreement (iiB) except in connection with Tenant Improvements undertaken in accordance with the terms of the Mortgage Loan Agreement, removal, demolition or material alteration of the improvements Improvements or equipment on the Property or (iiiC) material increase in the square footage or gross leasable area of the improvements on the Property Improvements if a material portion of any of the expenses in connection therewith are paid or incurred by Mortgage Borrower;
(fvii) any material change in the method of conduct of the business of Borrower or any of its Subsidiaries, such consent to be given in the sole discretion of LenderMortgage Borrower;
(gviii) the settlement of any claim against Borrower or Mortgage Borrower, other than a fully insured third party claim, in any amount greater than $25,000.00 (in the case of Borrower) or $25,000.00 (in the case of Mortgage Borrower);
(ix) except as required by the Mortgage Loan Documents, any determination to restore the Property after a Casualty or Condemnation. Any breach or attempted breach of this Section 11.1.2 shall constitute an immediate Event of Default hereunder.
Appears in 2 contracts
Samples: Mezzanine Loan Agreement, Mezzanine Loan Agreement (TNP Strategic Retail Trust, Inc.)
Other Limitations. Prior to the payment in full of the Debt, Borrower shall not, and shall not permit Mortgage Borrower to, without the prior written consent of Lender Administrative Agent (which may be furnished or withheld at its sole and absolute discretion), give its consent or approval to any of the following actions or items:
(a) except as permitted by the Mortgage Loan Documents and the Loan Documents herein (i) any refinance of the Mortgage Loan, (ii) any prepayment in full of the Mortgage Loan, or (iii) any Sale or Pledge Transfer of the Property or any portion thereof, or (iv) any action in connection with or in furtherance of the foregoing;
(b) intentionally deletedexcept as permitted herein or expressly permitted pursuant to the Mortgage Loan Documents, creating, incurring, assuming or suffering to exist any additional Liens on any portion of the Property except for Permitted Encumbrances;
(c) any material modification, amendment, consolidation, spread, restatement, waiver or termination of any of the Mortgage Loan Documents (other than a termination that is effected pursuant to the provisions of the Mortgage Loan Documents and does not otherwise violate the terms of this Agreement or the other Loan Documents);
(d) the distribution to the partners, members or shareholders of Mortgage Borrower of property other than cash, except in accordance with the provisions of Mortgage Borrower's organizational documents;
(e) except as set forth in an approved Annual Budget otherwise expressly permitted herein or as permitted under the Mortgage Loan Documents, any (i) material improvement, renovation or refurbishment of all or any part of the Property pursuant to a materially higher standard or level than that of comparable properties in the same market segment and in the same geographical area as the Property, except in connection with Tenant Improvements undertaken in accordance with the terms of the Mortgage Loan Agreement (ii) except in connection with Tenant Improvements undertaken in accordance with the terms of the Mortgage Loan Agreement, removal, demolition or material alteration of the improvements or equipment on the Property or (iii) material increase in the square footage or gross leasable area of the improvements on the Property if a material portion of any of the expenses in connection therewith are paid or incurred by Mortgage Borrower;
(f) any material change in the method of conduct of the business of Borrower or any of its SubsidiariesMortgage Borrower, such consent to be given in the sole discretion of Lender;Administrative Agent; and
(gf) except as required by the Mortgage Loan Documents, any determination to restore the Property after a Casualty or Condemnation.
Appears in 2 contracts
Samples: Loan Amendment (Vici Properties Inc.), Mezzanine Loan Agreement (Vici Properties Inc.)
Other Limitations. Prior to the payment in full of the Debt, neither Borrower shall notnor any of its Affiliates shall, without the prior written consent of Lender (which may be furnished or withheld at its sole and absolute discretion), ) give its consent or approval to to, or effectuate, any of the following actions or items:
(a) except as permitted by the Mortgage Loan Documents and the Loan Documents Lender herein (i) any refinance of the Mortgage Loan, Loan or the First Mezzanine Loan or (ii) any prepayment in full or in part of the Mortgage Loan, (iii) any Sale Loan or Pledge of the Property or any portion thereof, or (iv) any action First Mezzanine Loan except in connection with or in furtherance the release and sale of individual Units pursuant to the foregoingMortgage Loan Documents and the First Mezzanine Loan Documents;
(b) intentionally deleted;
(c) any material modification, amendment, consolidation, spread, restatement, waiver or termination (except repayment in full in accordance with clause (a)(ii) above) of any of the Mortgage Loan Documents;
Documents or any of the First Mezzanine Loan Documents (d) the distribution or of any agreement or other instrument or action that cannot pursuant to the partnersterms of the foregoing be amended, members terminated or shareholders waived or taken without the consent or approval of the Mortgage Borrower of property other than cashLender or First Mezzanine Lender, as applicable), except in accordance with for any of the provisions of Mortgage Borrower's organizational documents;
(e) except as set forth in an approved Annual Budget or as permitted foregoing that are required under the Mortgage Loan Documents or the First Mezzanine Loan Documents, and any (i) material improvementsuch modification, renovation amendment, consolidation, spread, restatement, waiver, termination or refurbishment action shall be prohibited without the consent of all or Lender, and any part of the Property to a materially higher standard or level than foregoing taken without Lender’s consent shall not be effective as against Lender;
(c) following completion of the Project Improvements, approve the terms of any Annual Budget (it being understood that of comparable properties in the same market segment and in Lender shall reasonably approve any such Annual Budget, provided that the same geographical area as the Property, except in connection with Tenant Improvements undertaken Mortgage Lender has approved such Annual Budget in accordance with the terms of the Mortgage Loan Agreement (ii) except in connection with Tenant Improvements undertaken in accordance with the terms of the Mortgage Loan Agreement, removal, demolition or material alteration of the improvements or equipment on the Property or (iii) material increase in the square footage or gross leasable area of the improvements on the Property if a material portion of any of the expenses in connection therewith are paid or incurred by Mortgage BorrowerDocuments);
(fd) the settlement of any material change in the method of conduct of the business of claim against Mortgage Borrower or First Mezzanine Borrower, other than a fully insured third party claim, in any of its Subsidiaries, such consent to be given in the sole discretion of Lender;amount greater than $1,000,000; or
(ge) except as permitted or required by the Mortgage Loan Documents or the First Mezzanine Loan Documents, any determination to restore the Property after a Casualty or Condemnation.
Appears in 2 contracts
Samples: Second Mezzanine Loan Agreement, Second Mezzanine Loan Agreement (KBS Real Estate Investment Trust, Inc.)
Other Limitations. Prior to the payment in full of the Debt, neither Borrower shall notnor any of its Affiliates shall, without the prior written consent of Lender (which may be furnished or withheld at its sole and absolute discretion), give its consent or approval to any of the following actions or items:
(a) except as permitted by the Mortgage Loan Documents and the Loan Documents Lender herein (i) any refinance of the Mortgage Loan, (ii) any prepayment in full or in part of the Mortgage Loan, (iii) any Sale Transfer of any or Pledge all of the Property or any portion thereof, or (iv) any action in connection with or in furtherance of the foregoing;
(b) intentionally deletedcreating, incurring, assuming or suffering to exist any additional Liens on any portion of the Property except for Permitted Encumbrances;
(c) any material modification, amendment, consolidation, spread, restatement, waiver or termination of any of the Mortgage Loan Documents;
(d) approve the terms of any Annual Budget;
(e) the distribution to the partners, members or shareholders of Mortgage Borrower of property other than cash, except in accordance with the provisions of Mortgage Borrower's organizational documents;
(ef) except as set forth in an approved Approved Annual Budget or as permitted under the Mortgage Loan DocumentsBudget, any (i) material improvement, renovation or refurbishment of all or any part of the Property to a materially higher standard or level than that of comparable properties in the same market segment and in the same geographical area as the Property, except in connection with Tenant Improvements undertaken in accordance with the terms of the Mortgage Loan Agreement (ii) except in connection with Tenant Improvements undertaken in accordance with the terms of the Mortgage Loan Agreement, removal, demolition or material alteration of the improvements or equipment on the Property or (iii) material increase in the square footage or gross leasable area of the improvements on the Property if a material portion of any of the expenses in connection therewith are paid or incurred by Mortgage Borrower;
(fg) any material change in the method of conduct of the business of Borrower or any of its SubsidiariesAffiliates (including the entering into of an operating lease with respect to any hotel), such consent to be given in the sole discretion of Lender;
(gh) the settlement of any claim against Borrower or any of its Affiliates, other than a fully insured third party claim, in any amount greater than $10,000.00 (in the case of Borrower) or $100,000.00 (in the case of Mortgage Borrower), such consent to be given in the sole discretion of Lender; or
(i) except as required by the Mortgage Loan Documents, any determination to restore the Property after a Casualty or Condemnation.
Appears in 2 contracts
Samples: Loan Agreement (Maguire Properties Inc), Loan Agreement (Maguire Properties Inc)
Other Limitations. Prior to the payment in full of the Debt, neither Borrower nor any of its Affiliates shall not, without the prior written consent of Lender (which may be furnished or withheld at its sole and absolute discretion), give its consent or approval to, or permit Mortgage Borrower or Mezzanine A Borrower to take, any of the following actions or items:
(a) except as permitted the distribution by Mortgage Borrower to Mezzanine A Borrower of property other than cash or the Mortgage Loan Documents and the Loan Documents (i) any refinance distribution by Mezzanine A Borrower to Borrower of the Mortgage Loan, (ii) any prepayment in full of the Mortgage Loan, (iii) any Sale or Pledge of the Property or any portion thereof, or (iv) any action in connection with or in furtherance of the foregoingproperty other than cash;
(b) intentionally deleteda refinancing or other prepayment of the Mortgage Loan or the Mezzanine A Loan (unless the Loan shall be paid in full in accordance with this Agreement simultaneously therewith or otherwise as expressly permitted by Section 2.7(d) hereof);
(c) any material or the modification, amendment, consolidation, spread, restatement, waiver or termination to or of or of any of the Mortgage Loan Documents;
(d) , the distribution to Mezzanine A Loan Document, the partners, members or shareholders of Mortgage Borrower of property Operating Agreement or the other than cash, except in accordance with the provisions Organizational Documents of Mortgage Borrower's organizational documents;
, the Mezzanine A Borrower Operating Agreement or the other Organizational Documents of Mezzanine A Borrower (e) except as set forth in an approved Annual Budget or as permitted under to the Mortgage Loan Documents, any (i) material improvement, renovation or refurbishment of all or any part of the Property extent such modifications and amendments are required to a materially higher standard or level than that of comparable properties in the same market segment and in the same geographical area as the Property, except in connection with Tenant Improvements undertaken in accordance with be made pursuant to the terms of the Mortgage Loan Agreement or the Mezzanine A Loan Agreement, as applicable, or are otherwise not material and do not adversely affect Lender). Borrower shall cause (iix) except in connection Mezzanine A Borrower to cause Mortgage Borrower to provide Lender with Tenant Improvements undertaken in accordance with the terms a copy of any amendment, waiver, modification or termination to or of the Mortgage Loan AgreementDocuments within (5) days after the execution thereof whether or not the same is permitted pursuant to the terms hereof and (y) Mezzanine A Borrower to provide Lender with a copy of any amendment, removalwaiver, demolition modification or material alteration termination to or of the improvements Mezzanine A Loan Documents within (5) days after the execution thereof whether or equipment on not the Property or same is permitted pursuant to the terms hereof; or
(iiid) material increase except in accordance with Section 4.12 hereof, approve the square footage or gross leasable area of the improvements on the Property if a material portion terms of any of the expenses in connection therewith are paid or incurred by Mortgage Borrower;
(f) any material change in the method of conduct of the business of Borrower or any of its Subsidiaries, such consent to be given in the sole discretion of Lender;
(g) except as required by the Mortgage Loan Documents, any determination to restore the Property after a Casualty or CondemnationAnnual Budget.
Appears in 2 contracts
Samples: Mezzanine Loan Agreement (Brookfield DTLA Fund Office Trust Investor Inc.), Mezzanine Loan Agreement (Brookfield DTLA Fund Office Trust Investor Inc.)
Other Limitations. Prior to the payment in full of the Debt, neither Borrower shall notnor any of its Subsidiaries shall, without the prior written consent of Lender (which may be furnished or withheld at its sole and absolute discretion), give its consent or approval to any of the following actions or items:
(a) except as permitted by the Mortgage Loan Documents and the Loan Documents Lender herein (i) any refinance of the Mortgage Loan, (ii) any prepayment in full of the Mortgage Loan, (iii) any Sale or Pledge Transfer of the Property or any portion thereofthereof or of any interest, direct or indirect, in Mortgage Borrower, or (iv) any action in connection with or in furtherance of the foregoingforegoing (including, but not limited to, any defeasance of the Mortgage Loan);
(b) intentionally deleted;creating, incurring, assuming or suffering to exist any additional Liens on any portion of the Property except for Permitted Encumbrances.
(c) any material modification, amendment, consolidation, spread, restatement, waiver or termination of any of the Mortgage Loan Documents;
(d) approve the terms of any Annual Budget;
(e) the distribution to the partners, members or shareholders of Mortgage Borrower of property other than cash, except in accordance with the provisions of Mortgage Borrower's organizational documents;
(ef) except as set forth in an approved Approved Annual Budget or as permitted under the Mortgage Loan Documents, any (i) material improvement, renovation or refurbishment of all or any part of the Property to a materially higher standard or level than that of comparable properties in the same market segment and in the same geographical area as the Property, except in connection with Tenant Improvements undertaken in accordance with the terms of the Mortgage Loan Agreement (ii) except in connection with Tenant Improvements undertaken in accordance with the terms of the Mortgage Loan Agreement, removal, demolition or material alteration of the improvements or equipment on the Property or (iii) material increase in the square footage or gross leasable area of the improvements on the Property if a material portion of any of the expenses in connection therewith are paid or incurred by Mortgage Borrower;
(fg) any material change in the method of conduct of the business of Borrower or Mortgage Borrower (including the entering into of an operating lease with respect to all or any part of its Subsidiariesthe Property), such consent to be given in the sole discretion of the Lender;
(gh) the settlement of any claim against Borrower or Mortgage Borrower, other than a fully insured third party claim, in any amount greater than $1,000,000 (in the case of Borrower) or $1,000,000 (in the case of Mortgage Borrower), such consent to be given in the sole discretion of the Lender; or
(i) except as required by the Mortgage Loan Documents, any determination to restore the Property after a Casualty or Condemnation.
Appears in 1 contract
Other Limitations. Prior to the payment in full of the Debt, neither Borrower shall notnor any of its Subsidiaries shall, without the prior written consent of Lender (which may be furnished or withheld at its sole and absolute discretion), permit or give its consent or approval to any of the following actions or items:
(a) except as permitted by the Mortgage Loan Documents and the Loan Documents (i) Lender pursuant to a provision of this Agreement other than this Section 5.36, any refinance refinancing of the Xxxxx Fargo Mortgage Loan, (ii) any prepayment in full of the Other Senior Mezzanine Loan, or a CIGNA Mortgage Loan, (iii) any Sale or Pledge of the Property or any portion thereof, or (iv) any action in connection with or in furtherance of the foregoing;
(b) intentionally deletedcreating, incurring, assuming or suffering to exist any additional Liens on any portion of the Property except for Permitted Encumbrances and as otherwise permitted hereunder, under the terms of the Mezzanine 1 Loan Documents and under the terms of the Mortgage Loan Documents;
(c) except as expressly permitted herein and in the Mortgage Loan Documents, any material modification, amendment, consolidation, spread, restatement, waiver or termination of any of the Mortgage Loan Documents;
(d) except as expressly permitted herein and in any of the Other Senior Mezzanine Loan Documents, any modification, amendment, consolidation, spread, restatement, replacement, waiver or termination of any of the Other Senior Mezzanine Loan Documents.
(e) the distribution to the partners, members or shareholders of Mezzanine 1 Borrower, Mezzanine 2 Borrower, Mortgage Loan Borrower or Maryland Owner of property other than cash, except in accordance with the provisions of Mortgage Borrower's organizational documents;
(ef) except as set forth in an approved Annual Budget or as permitted under this Agreement, the Other Senior Mezzanine Loan Documents and the Mortgage Loan Documents, any (i) material improvement, renovation or refurbishment of all or any part of the Property to a materially higher standard or level than that of comparable properties in the same market segment and in the same geographical area as the Property, except in connection with Tenant Improvements undertaken in accordance with the terms of the Mortgage Loan Agreement (ii) except in connection with Tenant Improvements undertaken in accordance with the terms of the Mortgage Loan Agreement, removal, demolition or material alteration of the improvements or equipment on the Property or (iii) material increase in the square footage or gross leasable area of the improvements on the Property if a material portion of any of the expenses in connection therewith are paid or incurred by Borrower, Other Senior Mezzanine Borrower, Mortgage BorrowerLoan Borrower or Maryland Owner;
(fg) intentionally omitted;
(h) the settlement of any material change in the method of conduct of the business of claim against Borrower or any of its Subsidiaries, such consent other than a fully insured third party claim, which could reasonably be expected to be given in materially adversely affect Borrower’s, Other Senior Mezzanine Borrower’s, Mortgage Loan Borrower’s or Maryland Owner’s condition (financial or otherwise) or business or the sole discretion of Lender;Property, the Collateral or the Senior Mezzanine Collateral; or
(gi) except as permitted or required by the Mortgage Loan Documents, the Loan Documents or any Other Senior Mezzanine Loan Documents, as the case may be, any determination to restore the Property after a Casualty or Condemnation.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Ashford Hospitality Trust Inc)
Other Limitations. Prior to the payment in full of the Debt, neither Borrower shall notnor any of its Subsidiaries shall, without the prior written consent of Lender (which may be furnished or withheld at its sole and absolute discretion), give its consent or approval to any of the following actions or items:
(a) except as permitted by the Mortgage Loan Documents and the Loan Documents Lender herein (i) any refinance of the Mortgage Loan, Loan or Mezzanine A Loan (ii) any prepayment in full of the Mortgage Loan or Mezzanine A Loan, (iii) any Sale Transfer of the Mezzanine A Collateral or Pledge of the Property or any portion thereofthereof or of any interest, direct or indirect, in Mezzanine A Borrower or Mortgage Borrower, or (iv) any action in connection with or in furtherance of the foregoingforegoing (including, but not limited to, any defeasance of the Mezzanine A Loan and/or Mortgage Loan, as applicable);
(b) intentionally deleted;creating, incurring, assuming or suffering to exist any additional Liens on any portion of the Property or the Mezzanine A Collateral except for Permitted Encumbrances.
(c) any material modification, amendment, consolidation, spread, restatement, waiver or termination of any of the Mezzanine A Loan Documents or the Mortgage Loan Documents;
(d) approve the terms of any Annual Budget;
(e) the distribution to the partners, members or shareholders of Mezzanine A Borrower or Mortgage Borrower of property other than cash, except in accordance with the provisions of Mortgage Borrower's organizational documents;
(ef) except as set forth in an approved Approved Annual Budget or as permitted under the Mortgage Loan Documents, any (i) material improvement, renovation or refurbishment of all or any part of the Property to a materially higher standard or level than that of comparable properties in the same market segment and in the same geographical area as the Property, except in connection with Tenant Improvements undertaken in accordance with the terms of the Mortgage Loan Agreement (ii) except in connection with Tenant Improvements undertaken in accordance with the terms of the Mortgage Loan Agreement, removal, demolition or material alteration of the improvements or equipment on the Property or (iii) material increase in the square footage or gross leasable area of the improvements on the Property if a material portion of any of the expenses in connection therewith are paid or incurred by Mortgage Borrower;
(fg) any material change in the method of conduct of the business of Borrower or Mortgage Borrower (including the entering into of an operating lease with respect to all or any part of its Subsidiariesthe Property), such consent to be given in the sole discretion of the Lender;
(gh) the settlement of any claim against Borrower, Mezzanine A Borrower, Mortgage Borrower, other than a fully insured third party claim, in any amount greater than $1,000,000 (in the case of Borrower) or $1,000,000 (in the case of Mortgage Borrower or Mezzanine A Borrower), such consent to be given in the sole discretion of the Lender; or
(i) except as required by the Mortgage Loan Documents, any determination to restore the Property after a Casualty or Condemnation.
Appears in 1 contract
Other Limitations. Prior to the payment and performance in full of the DebtObligations, neither Borrower shall notnor any of its Affiliates shall, without the prior written consent of Lender (which may be furnished or withheld at its sole and absolute discretion), give its consent or approval to any of the following actions or items:
(a) except as permitted by the Mortgage Loan Documents and the Loan Documents (i) creating, incurring, assuming or suffering to exist any refinance of the Mortgage Loan, (ii) additional Liens on any prepayment in full of the Mortgage Loan, (iii) any Sale or Pledge portion of the Property or any portion thereof, or (iv) any action in connection with or in furtherance of the foregoing;except for Permitted Encumbrances.
(b) intentionally deleted;
(c) any material modification, amendment, consolidation, spread, restatement, waiver or termination of any of the Mortgage Loan Documents;
(c) approve the terms of any Annual Budget for which Lender’s consent is required in accordance with Section 5.1.11(d) hereof or Mortgage Lender’s consent is required in accordance with Section 5.1.11(d) of the Mortgage Loan Agreement;
(d) the distribution to the partners, members or shareholders of Mortgage Borrower of property other than cash, except in accordance with the provisions of Mortgage Borrower's organizational documents;
(e) except as set forth in an approved Approved Annual Budget or as permitted under the Mortgage Loan Documents, any (i) material improvement, renovation or refurbishment of all or any part of the Property to a materially higher standard or level than that of comparable properties in the same market segment and in the same geographical area as the Property, except in connection with Tenant Improvements undertaken in accordance with the terms of the Mortgage Loan Agreement (ii) except in connection with Tenant Improvements undertaken in accordance with the terms of the Mortgage Loan Agreement, removal, demolition or material alteration of the improvements or equipment on the Property unless the same is permitted under the Mortgage Loan Agreement, or (iii) material increase in the square footage or gross leasable area of the improvements on the Property if a material portion of any of the expenses in connection therewith are paid or incurred by Mortgage Borrower;
(f) any material change in the method of conduct of the business of Borrower, Principal or Mortgage Borrower or (including the entering into of an operating lease with respect to any of its Subsidiarieshotel), such consent to be given in the sole discretion of Lender;
(g) the settlement of any claim against Borrower, other than a fully insured third party claim, such consent to be given in the sole discretion of Lender; or
(h) except as required or permitted by the Mortgage Loan Documents, any determination to restore the Property after a Casualty or Condemnation.
Appears in 1 contract
Samples: First Mezzanine Loan Agreement (KBS Real Estate Investment Trust, Inc.)
Other Limitations. Prior to the payment in full of the Debt, Borrower shall not, and shall not permit Mortgage Borrower to, without the prior written consent of Lender (which may be furnished or withheld at its sole and absolute discretion), give its consent or approval to any of the following actions or items:
(a) except as permitted by the Mortgage Loan Documents and the or Mortgage Loan Documents (i) any refinance of the Mortgage Loan without the refinancing of the Loan, (ii) any prepayment or defeasance in full of the Mortgage Loan without the prepayment of the Loan, (iii) any Sale or Pledge of the Property or the Collateral or any portion thereofthereof or any interest therein, or (iv) any action in connection with or in furtherance of the foregoing;
(b) intentionally deletedany material modification, amendment, restatement, supplement or termination of the Owner’s Title Policy and Borrower shall not (and shall not permit Mortgage Borrower and/or any of its Affiliates to) take any actions or fail to take any actions, in each case, which would invalidate or otherwise materially impair the coverage provided under the Owner’s Title Policy;
(c) creating, incurring, assuming or suffering to exist any material additional liens on any portion of the Property (other than Permitted Encumbrances);
(d) the distribution to the partners, members or shareholders of Mortgage Borrower of property other than cash;
(e) any modification, amendment, consolidation, spread, restatement, waiver or termination of any of the Mortgage Loan Documents;
(d) the distribution to the partners, members or shareholders of Mortgage Borrower of property other than cash, except in accordance with the provisions of Mortgage Borrower's organizational documents;
(ef) except as set forth in an approved Annual Budget or as otherwise permitted hereunder or under the Mortgage Loan DocumentsDocuments or under the Leases, any (i) material improvement, demolition, renovation or refurbishment of all or any part of the Property to a materially higher standard or level than that of comparable properties in the same market segment and in the same geographical area as the Property, except in connection with Tenant Improvements undertaken in accordance with the terms of the Mortgage Loan Agreement (ii) except in connection with Tenant Improvements undertaken in accordance with the terms of the Mortgage Loan Agreement, removal, demolition or material alteration of the improvements or equipment on the Property or (iii) material increase in the square footage or gross leasable area of the improvements on the Property if a material portion of any of the expenses in connection therewith are paid or incurred by Mortgage Borrower;
(fg) any material change in the method of conduct of the business of Borrower or any of its Subsidiaries, such consent to be given in the sole discretion of Lendersubsidiaries;
(gh) except as required or permitted by the Mortgage Loan Documents, any determination to restore the Property after a Casualty or Condemnation. Without limiting the generality of the foregoing, Borrower shall cause Mortgage Borrower to provide Lender with a copy of any amendment, waiver, supplement, termination or other modification to the Mortgage Loan Documents promptly after the execution thereof. Borrower shall cause Mortgage Borrower to comply with all obligations with which Mortgage Borrower has covenanted to comply under the Mortgage Loan Agreement and the other Mortgage Loan Documents whether or not the related Mortgage Loan has been repaid, totally defeased or otherwise terminated or satisfied, unless consented to in writing by Lender.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Cole Corporate Income Trust, Inc.)
Other Limitations. Prior Except as otherwise expressly permitted herein, prior to the payment in full of the Debt, neither Borrower shall notnor any of its Affiliates shall, without the prior written consent of Lender (which may be furnished or withheld at its sole and absolute discretion), give its consent or approval to any of the following actions or items:
(a) except as permitted by the Mortgage Loan Documents and the Loan Documents Lender herein (i) any refinance of the Mortgage Loan, (ii) any prepayment in full of the Mortgage LoanLoan unless the Loan is prepaid in full concurrently therewith, or (iiiii) except as expressly set forth Section 5.2.10 herein, any Sale or Pledge Transfer of the Property or any portion thereof, or (iv) any action in connection with or in furtherance of the foregoing;
(b) intentionally deletedcreating, incurring, assuming or suffering to exist any additional Liens on any portion of the Property except for Permitted Encumbrances and rights of contest expressly permitted by the Mortgage Loan Agreement and this Agreement;
(c) except as may be expressly required pursuant to the terms of the Mortgage Loan Agreement, any material modification, amendment, consolidation, spread, restatement, waiver or termination of any of the Mortgage Loan Documents (other than a termination that is effected pursuant to the provisions of the Mortgage Loan Documents and does not otherwise violate the terms of this Agreement or the other Loan Documents);
(d) the distribution to the partners, members or shareholders of Mortgage Borrower of property other than cash, except in accordance with the provisions of Mortgage Borrower's organizational documents;
(e) except (i) as set forth in an approved Approved Annual Budget or Budget, (ii) as permitted under the Mortgage Loan DocumentsDocuments or (iii) in connection with alterations performed subject to and in accordance with Section 5.1.21 of this Agreement, any (iA) material improvement, renovation or refurbishment of all or any part of the Property to a materially higher standard or level than that of comparable properties in the same market segment and in the same geographical area as the Property, except in connection with Tenant Improvements undertaken in accordance with the terms of the Mortgage Loan Agreement (iiB) except in connection with Tenant Improvements undertaken in accordance with the terms of the Mortgage Loan Agreement, removal, demolition or material alteration of the improvements Improvements or equipment Equipment on the Property or (iiiC) material increase in the square footage or gross leasable area of the improvements Improvements on the Property if a material portion of any of the expenses in connection therewith are paid or incurred by Mortgage Borrower;; or
(f) except as otherwise expressly permitted herein or pursuant to the Mortgage Loan Agreement, any material change in the method of conduct of the business of Mortgage Borrower or any Borrower that would reasonably be expected to have a Material Adverse Effect on Mortgage Borrower’s or Borrower’s ability to perform its obligations under the Mortgage Loan Documents or Loan Documents, as applicable, and/or on the use, operation or value of its Subsidiariesthe Property, such consent to be given in the sole discretion of the Lender;
(g) except as required by the Mortgage Loan Documents, any determination to restore the Property after a Casualty or Condemnation.
Appears in 1 contract
Samples: Senior Mezzanine Loan Agreement (Ashford Hospitality Prime, Inc.)
Other Limitations. Prior to the payment in full of the Debt, neither Borrower shall notnor any of its Affiliates shall, without the prior written consent of Lender (which may be furnished or withheld at its sole and absolute discretion), give its consent or approval to any of the following actions or items:
(a) except as permitted by the Mortgage Loan Documents and the Loan Documents Lender herein (i) any refinance of the Mortgage Loan, (ii) any prepayment in full of the Mortgage Loan, (iii) any Sale or Pledge Transfer of the Property or any portion thereof, or (iv) any action in connection with or in furtherance of the foregoing;
(b) intentionally deleted;creating, incurring, assuming or suffering to exist any additional Liens on any portion of the Property except for Permitted Encumbrances.
(c) any material modification, amendment, consolidation, spread, restatement, waiver or termination of any of the Mortgage Loan Documents (other than a termination that is effected pursuant to the provisions of the Mortgage Loan Documents and does not otherwise violate the terms of this Agreement or the other Loan Documents);
(d) the distribution to the partners, members or shareholders of Mortgage Borrower or Operating Lessee of property other than cash, except in accordance with the provisions of Mortgage Borrower's organizational documents;
(e) except as set forth in an approved Approved Annual Budget or as permitted under the Mortgage Loan Documents, any (i) material improvement, renovation or refurbishment of all or any part of the Property to a materially higher standard or level than that of comparable properties in the same market segment and in the same geographical area as the Property, except in connection with Tenant Improvements undertaken in accordance with the terms of the Mortgage Loan Agreement (ii) except in connection with Tenant Improvements undertaken in accordance with the terms of the Mortgage Loan Agreement, removal, demolition or material alteration of the Property improvements or equipment on the Property or (iii) material increase in the square footage or gross leasable area of the improvements on the Property if a material portion of any of the expenses in connection therewith are paid or incurred by Mortgage BorrowerBorrower or Operating Lessee;
(f) except as otherwise expressly permitted herein or pursuant to the Mortgage Loan Agreement, any material change in the method of conduct of the business of Borrower or any of its SubsidiariesAffiliates (including the entering into of an operating lease with respect to any hotel), such consent to be given in the sole discretion of the Lender;
(g) except as required by the Mortgage Loan Documents, any determination to restore the Property after a Casualty or Condemnation. Notwithstanding the foregoing, Lender shall grant or deny with a reasonable explanation any consent required hereunder within fourteen (14) days after the receipt of the applicable request and all documents in connection therewith. In the event that Lender fails to respond within said fourteen (14) day period, such failure shall be deemed to be the consent and approval of Lender if (A) Borrower has delivered to Lender the applicable documents, with the notation “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN FOURTEEN (14) DAYS FROM RECEIPT SHALL BE DEEMED TO BE LENDER’S APPROVAL” prominently displayed in bold, all caps and fourteen (14) point or larger font in the transmittal letter requesting approval and (B) Lender does not approve or reject (with a reasonable explanation) the applicable request within fourteen (14) days from the date Lender receives such request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service that the same has been delivered.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Strategic Hotels & Resorts, Inc)
Other Limitations. Prior to the payment in full of the Debt, no Borrower shall, and no Borrower shall notpermit any Mortgage Borrower to, without the prior written consent of Lender (which may be furnished or withheld at its sole and absolute discretion), give its consent or approval to any of the following actions or items:
(a) except as permitted by the Mortgage Loan Documents and the Loan Documents Lender herein, (i) any refinance of the Mortgage Loan, (ii) any prepayment in full of the Mortgage Loan, (iii) any Sale or Pledge Transfer of the any Mortgage Property or any portion thereof, or (iv) any action in connection with or in furtherance of the foregoing;
(b) intentionally deleted;creating, incurring, assuming or suffering to exist any additional Liens on any portion of any Mortgage Property except for Permitted Encumbrances (as defined in the Mortgage Loan Agreement).
(c) any material modification, amendment, consolidation, spread, restatement, waiver or termination of any of the Mortgage Loan Documents;
(d) approve the terms of any Annual Budget (as defined in the Mortgage Loan Agreement);
(e) the distribution to the partners, members or shareholders of any Mortgage Borrower of property other than cash, except in accordance with the provisions of Mortgage Borrower's organizational documents;
(ef) except as set forth in an approved the Annual Budget (as defined in the Mortgage Loan Agreement) or as permitted under the Mortgage Loan Documents, any (i) material improvement, renovation or refurbishment of all or any part of the any Mortgage Property to a materially higher standard or level than that of comparable properties in the same market segment and in the same geographical area as the such Mortgage Property, except in connection with Tenant Improvements undertaken in accordance with the terms of the Mortgage Loan Agreement (ii) except in connection with Tenant Improvements undertaken in accordance with the terms of the Mortgage Loan Agreement, removal, demolition or material alteration of the improvements or equipment on the any Mortgage Property or (iii) material increase in the square footage or gross leasable area of the improvements on the any Mortgage Property if a material portion of any of the expenses in connection therewith are paid or incurred by any Mortgage Borrower;
(fg) any material change in the method of conduct of the business of any Borrower or any of its SubsidiariesMortgage Borrower, such consent to be given in the sole discretion of the Lender;
(gh) the settlement of any claim against any Borrower or any Mortgage Borrower, other than a fully insured third party claim, in any amount greater than $10,000 (in the case of any Borrower) or $10,000 (in the case of any Mortgage Borrower), such consent to be given in the sole discretion of the Lender; or
(i) except as required by the Mortgage Loan Documents, any determination to restore the any Mortgage Property after a Casualty casualty or Condemnationcondemnation.
Appears in 1 contract
Other Limitations. Prior Except as otherwise expressly permitted herein, prior to the payment in full of the Debt, neither Borrower shall notnor any of its Affiliates shall, without the prior written consent of Lender (which may be furnished or withheld at its sole and absolute discretion), give its consent or approval to any of the following actions or items:
(a) except as permitted by the Mortgage Loan Documents and the Loan Documents Lender herein (i) any refinance of the Mortgage Loan, (ii) any prepayment in full of the Mortgage LoanLoan and/or any prepaying in full of the Senior Mezzanine Loan unless the Loan is prepaid in full concurrently therewith, or (iiiii) except as expressly set forth Section 5.2.10 herein, any Sale or Pledge Transfer of the Property (or any portion thereof, ) or the Senior Mezzanine Collateral (iv) or any action in connection with or in furtherance of the foregoingportion thereof);
(b) intentionally deletedcreating, incurring, assuming or suffering to exist any additional Liens on any portion of the Property except for Permitted Encumbrances and rights of contest expressly permitted by the Mortgage Loan Agreement, the Senior Mezzanine Loan Agreement and this Agreement;
(c) except as may be expressly required pursuant to the terms of the Mortgage Loan Agreement or the Senior Mezzanine Loan Agreement, or any material modification, amendment, consolidation, spread, restatement, waiver or termination of any of the Mortgage Loan Documents or the Senior Mezzanine Loan Documents (other than a termination that is effected pursuant to the provisions of the Mortgage Loan Documents or the Senior Mezzanine Loan Documents and does not otherwise violate the terms of this Agreement or the other Loan Documents);
(d) the distribution to the partners, members or shareholders of Mortgage Borrower or Senior Mezzanine Borrower of property other than cash, except in accordance with the provisions of Mortgage Borrower's organizational documents;
(e) except (i) as set forth in an approved Approved Annual Budget or Budget, (ii) as permitted under the Mortgage Loan DocumentsDocuments or (iii) in connection with alterations performed subject to and in accordance with Section 5.1.21 of this Agreement, any (iA) material improvement, renovation or refurbishment of all or any part of the Property to a materially higher standard or level than that of comparable properties in the same market segment and in the same geographical area as the Property, except in connection with Tenant Improvements undertaken in accordance with the terms of the Mortgage Loan Agreement (iiB) except in connection with Tenant Improvements undertaken in accordance with the terms of the Mortgage Loan Agreement, removal, demolition or material alteration of the improvements Improvements or equipment Equipment on the Property or (iiiC) material increase in the square footage or gross leasable area of the improvements Improvements on the Property if a material portion of any of the expenses in connection therewith are paid or incurred by Mortgage Borrower;; or
(f) except as otherwise expressly permitted herein or pursuant to the Mortgage Loan Agreement, any material change in the method of conduct of the business of Mortgage Borrower, Senior Mezzanine Borrower or any Borrower that would reasonably be expected to have a Material Adverse Effect on Mortgage Borrower’s, Senior Mezzanine Borrower’s or Borrower’s ability to perform its obligations under the Mortgage Loan Documents, Senior Mezzanine Loan Documents or Loan Documents, as applicable, and/or on the use, operation or value of its Subsidiariesthe Property, such consent to be given in the sole discretion of the Lender;
(g) except as required by the Mortgage Loan Documents, any determination to restore the Property after a Casualty or Condemnation.
Appears in 1 contract
Samples: Junior Mezzanine Loan Agreement (Ashford Hospitality Prime, Inc.)
Other Limitations. Prior to the payment in full of the Debt, neither Borrower shall notnor any of its Affiliates shall, without the prior written consent of Lender (which may be furnished or withheld at its sole and absolute discretion), give its consent or approval to any of the following actions or items:
(a) except as permitted by the Mortgage Loan Documents and the Loan Documents Lender herein (i) any refinance of the Mortgage Loan, (ii) any prepayment in full of the Mortgage Loan, or (iii) any Sale Transfer of any or Pledge all of the Property Properties or any portion thereof, or (iv) any action in connection with or in furtherance of the foregoing;
(b) intentionally deleted;creating, incurring, assuming or suffering to exist any additional Liens on any portion of the Properties except for Permitted Encumbrances or as otherwise expressly permitted under the Mortgage Loan Documents on the Closing Date, without giving effect to any modification thereof which is not approved by Lender.
(c) any material modification, amendment, consolidation, spread, restatement, waiver or termination of any of the Mortgage Loan Documents (other than a termination that is effected pursuant to the provisions of the Mortgage Loan Documents and does not otherwise violate the terms of this Agreement or the other Loan Documents);
(d) the distribution to the partners, members or shareholders of Mortgage Borrower of property other than cash, except in accordance with the provisions of Mortgage Borrower's organizational documents;
(e) except as set forth in an approved Approved Annual Budget or as permitted under the Mortgage Loan Documents, including, without limitation, pursuant to a Replacement Franchise Agreement with a Qualified Franchisor, any (i) material improvement, renovation or refurbishment of all or any part of the Property Properties to a materially higher standard or level than that of comparable properties in the same market segment and in the same geographical area as the Propertyrespective Individual Properties, except in connection with Tenant Improvements undertaken in accordance with the terms of the Mortgage Loan Agreement (ii) except in connection with Tenant Improvements undertaken in accordance with the terms of the Mortgage Loan Agreement, removal, demolition or material alteration of the improvements or equipment on the Property or (iii) material increase in the square footage or gross leasable area of the improvements on the Property Properties if a material portion of any of the expenses in connection therewith are paid or incurred by Mortgage Borrower;
(f) except as otherwise expressly permitted herein or pursuant to the Mortgage Loan Agreement, any material change in the method of conduct of the business of Borrower or any of its SubsidiariesAffiliates, such consent to be given in the sole discretion of the Lender;; and
(g) except as required or permitted by the Mortgage Loan Documents, any determination to restore the any Individual Property after a Casualty or Condemnation. Notwithstanding the foregoing, Lender shall grant or deny with a reasonable explanation any consent required hereunder within fourteen (14) days after the receipt of the applicable request and all documents in connection therewith. In the event that Lender fails to respond within said fourteen (14) day period, such failure shall be deemed to be the consent and approval of Lender if (A) Borrower has delivered to Lender the applicable documents, with the notation “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN FOURTEEN (14) DAYS FROM RECEIPT SHALL BE DEEMED TO BE LENDER’S APPROVAL” prominently displayed in bold, all caps and fourteen (14) point or larger font in the transmittal letter requesting approval and (B) Lender does not approve or reject (with a reasonable explanation) the applicable request within fourteen (14) days from the date Lender receives such request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service that the same has been delivered.
Appears in 1 contract
Other Limitations. Prior to the payment in full of the Debt, Borrower shall not, and shall not cause or permit Mortgage Borrower, without the prior written consent of Lender Agent (which may be furnished or withheld at its sole and absolute discretion), give its consent or approval to any of the following actions or items:
(a) except as permitted by the Loan Documents, the Mortgage Loan Documents and the Loan Documents or by Agent herein (i) any refinance of the Mortgage Loan, (ii) any prepayment in full of the Mortgage Loan, Loan unless this Loan is also paid in full in accordance with the terms and conditions hereof or (iiiii) any Sale Transfer of any or Pledge all of the Property or any portion thereof, or (iv) any action in connection with or in furtherance of the foregoing;
(b) intentionally deleted;
(c) any material modification, amendment, consolidation, spread, restatement, waiver or termination of any of the Mortgage Loan Documents;
(d) the distribution to the partners, members or shareholders of Mortgage Borrower of property other than cash, except in accordance with the provisions of Mortgage Borrower's organizational documents;
(ec) except other than as set forth in an approved Annual Budget expressly permitted by the Loan Documents or as permitted under the Mortgage Loan Documents, any (i) material improvement, renovation or refurbishment of all or any part of the Property to a materially higher standard or level than that of comparable properties in the same market segment and in the same geographical area as the Property, except in connection with Tenant Improvements undertaken in accordance with the terms of the Mortgage Loan Agreement (ii) except in connection with Tenant Improvements undertaken in accordance with the terms of the Mortgage Loan Agreement, removal, demolition or material alteration of the improvements or equipment on the Property Property, unless such improvements or equipment are being replaced with property of the same or greater utility or such removal, demolition or alteration is done in the ordinary course of business or (iii) material increase in the square footage or gross leasable area of the improvements on the Property if a material portion of any of the expenses in connection therewith are paid or incurred by Mortgage Borrower;
(fd) except as set forth in the Mortgage Loan Documents, any determination to restore any Property after a Casualty or Condemnation; or
(e) any material change in the method of conduct of the business of Borrower or any of its Subsidiaries, such consent to be given in the sole discretion of Lender;
(g) except as required by the Mortgage Loan Documents, any determination to restore the Property after a Casualty or CondemnationBorrower.
Appears in 1 contract
Other Limitations. Prior to the payment in full of the DebtMezzanine Obligations, none of the Borrower shall notor its Subsidiaries shall, without the prior written consent of Mezzanine Lender (which may be furnished or withheld at its sole and absolute discretion, except in the case of clause (c) below in which case Mezzanine Lender's consent shall not be unreasonably withheld or delayed), give its consent or approval to any of the following actions or items:
(a) except as permitted by the Mortgage Loan Documents and the Loan Documents terms of Section 8.1, (i) any refinance of the Mortgage Loan, (ii) any prepayment in full of the Mortgage Loan, or (iii) any Sale or Pledge Transfer of the Mortgaged Property or any portion thereof, or (iv) any action in connection with or in furtherance of the foregoing;,
(b) intentionally deletedputting any additional voluntary Liens on the Mortgaged Property;
(c) any material modification, amendment, consolidation, spread, restatement, waiver or termination of any of the Mortgage Loan Documents;
(d) for so long as an Event of Default continues to exist, approve the terms of any Annual Budget;
(e) the distribution to the partners, members or shareholders of Mortgage Borrower any Mortgagor of property other than cash, except in accordance with the provisions of Mortgage Borrower's organizational documentscash equivalents or any Release Parcel;
(ef) except (i) as set forth in an approved Approved Annual Budget Budget, if applicable, or (ii) except as permitted under the Mortgage Loan DocumentsDocuments (including, without limitation, pursuant to any lease approved by Mortgage Lender or entered into without such approval pursuant to the terms of the Mortgage Loan Agreement; provided, however, that in the case of a Major Lease which is not affirmatively approved by Mortgage Lender pursuant to the terms of the Mortgage Loan Agreement, such Major Lease must be approved or deemed approved by Mezzanine Lender pursuant to Section 6.7), any (iA) material improvement, renovation or refurbishment of all or any part of the Mortgaged Property to a materially higher standard or level than that of comparable properties in the same market segment and in the same geographical area as the Mortgaged Property, except in connection with Tenant Improvements undertaken in accordance with the terms of the Mortgage Loan Agreement (iiB) except in connection with Tenant Improvements undertaken in accordance with the terms of the Mortgage Loan Agreement, removal, demolition or material alteration of the improvements or equipment on the Mortgaged Property or (iiiC) material increase in the square footage or gross leasable area of the improvements on the Mortgaged Property if a material portion of any of the expenses in connection therewith are paid or incurred by Mortgage Borrowerthe applicable Mortgagor;
(fg) any material change in the method of conduct of the business of the Borrower or any of its Subsidiaries, such consent Subsidiaries (including the entering into of an operating lease with respect to be given in the sole discretion of Lender;any hotel); or
(gh) except as required or permitted by the Mortgage Loan Documents, any determination to restore the Mortgaged Property after a Casualty casualty or Condemnationcondemnation.
Appears in 1 contract
Other Limitations. Prior to the payment in full of the Debt, Borrower shall not, and shall not cause or permit Mortgage Borrower, without the prior written consent of Lender Agent (which may be furnished or withheld at its sole and absolute discretion), to give its consent or approval to any of the following actions or items:
(a) except as permitted by the Loan Documents, the Mortgage Loan Documents and the Loan Documents or by Agent herein (i) any refinance of the Mortgage Loan, (ii) any prepayment in full of the Mortgage Loan, Loan unless this Loan is also paid in full in accordance with the terms and conditions hereof or (iiiii) any Sale Transfer of any or Pledge all of the Property or any portion thereof, or (iv) any action in connection with or in furtherance of the foregoing;
(b) intentionally deleted;
(c) any material modification, amendment, consolidation, spread, restatement, waiver or termination of any of the Mortgage Loan Documents;
(d) the distribution to the partners, members or shareholders of Mortgage Borrower of property other than cash, except in accordance with the provisions of Mortgage Borrower's organizational documents;
(ec) except other than as set forth in an approved Annual Budget expressly permitted by the Loan Documents or as permitted under the Mortgage Loan Documents, any (i) material improvement, renovation or refurbishment of all or any part of the Property to a materially higher standard or level than that of comparable properties in the same market segment and in the same geographical area as the Property, except in connection with Tenant Improvements undertaken in accordance with the terms of the Mortgage Loan Agreement (ii) except in connection with Tenant Improvements undertaken in accordance with the terms of the Mortgage Loan Agreement, removal, demolition or material alteration of the improvements or equipment on the Property Property, unless such improvements or equipment are being replaced with property of the same or greater utility or such removal, demolition or alteration is done in the ordinary course of business or (iii) material increase in the square footage or gross leasable area of the improvements on the Property if a material portion of any of the expenses in connection therewith are paid or incurred by Mortgage Borrower;
(fd) except as set forth in the Mortgage Loan Documents, any determination to restore any Property after a Casualty or Condemnation; or
(e) any material change in the method of conduct of the business of Borrower or any of its Subsidiaries, such consent to be given in the sole discretion of Lender;
(g) except as required by the Mortgage Loan Documents, any determination to restore the Property after a Casualty or CondemnationBorrower.
Appears in 1 contract
Samples: First Mezzanine Loan Agreement (Clipper Realty Inc.)
Other Limitations. Prior to the payment in full of the Debt, neither Borrower shall notnor any of its Subsidiaries shall, without the prior written consent of Lender (which may be furnished or withheld at its sole and absolute discretion), permit or give its consent or approval to any of the following actions or items:
(a) except as permitted by Lender pursuant to a provision of this Agreement other than this Section 5.36, any refinancing of the Xxxxx Fargo Mortgage Loan Documents and the Loan Documents (i) any refinance of the or a CIGNA Mortgage Loan, (ii) any prepayment in full of the Mortgage Loan, (iii) any Sale or Pledge of the Property or any portion thereof, or (iv) any action in connection with or in furtherance of the foregoing;
(b) intentionally deletedcreating, incurring, assuming or suffering to exist any additional Liens on any portion of the Property except for Permitted Encumbrances and as otherwise permitted hereunder and under the terms of the Mortgage Loan Documents;
(c) except as expressly permitted herein and in the Mortgage Loan Documents any material modification, amendment, consolidation, spread, restatement, waiver or termination of any of the Mortgage Loan Documents;
(d) intentionally omitted;
(e) the distribution to the partners, members or shareholders of Mortgage Loan Borrower or Maryland Owner of property other than cash, except in accordance with the provisions of Mortgage Borrower's organizational documents;
(ef) except as set forth in an approved Annual Budget or as permitted under this Agreement and the Mortgage Loan Documents, any (i) material improvement, renovation or refurbishment of all or any part of the Property to a materially higher standard or level than that of comparable properties in the same market segment and in the same geographical area as the Property, except in connection with Tenant Improvements undertaken in accordance with the terms of the Mortgage Loan Agreement (ii) except in connection with Tenant Improvements undertaken in accordance with the terms of the Mortgage Loan Agreement, removal, demolition or material alteration of the improvements or equipment on the Property or (iii) material increase in the square footage or gross leasable area of the improvements on the Property if a material portion of any of the expenses in connection therewith are paid or incurred by Mortgage BorrowerLoan Borrower or Maryland Owner;
(fg) intentionally omitted;
(h) the settlement of any material change in the method of conduct of the business of claim against Borrower or any of its Subsidiaries, such consent other than a fully insured third party claim, which could reasonably be expected to be given in materially adversely affect Borrower’s, Mortgage Loan Borrower’s or Maryland Owner’s condition (financial or otherwise) or business or the sole discretion of Lender;Property or the Collateral; or
(gi) except as permitted or required by the Mortgage Loan Documents, any determination to restore the Property after a Casualty or Condemnation.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Ashford Hospitality Trust Inc)
Other Limitations. Prior to the payment in full of the Debt, neither Borrower shall notnor any of its Subsidiaries shall, without the prior written consent of Lender (which may be furnished or withheld at its sole and absolute discretion), give its consent or approval to any of the following actions or items:
(a) except as permitted by the Mortgage Loan Documents and the Loan Documents Lender herein (i) any refinance of the Mortgage Loan, (ii) any prepayment in full of the Mortgage Loan, (iii) any Sale or Pledge Transfer of the Property or any portion thereof, or (iv) any action in connection with or in furtherance of the foregoingforegoing (including, but not limited to, any defeasance of the Mortgage Loan);
(b) intentionally deleted;creating, incurring, assuming or suffering to exist any additional Liens on any portion of the Property except for Permitted Encumbrances.
(c) any material modification, amendment, consolidation, spread, restatement, waiver or termination of any of the Mortgage Loan Documents;
(d) approve the terms of any annual operating budget for the Property;
(e) the distribution to the partners, members or shareholders of Mortgage Borrower of property other than cash, except in accordance with the provisions of Mortgage Borrower's organizational documents;
(ef) except as set forth in an approved Annual Approved Budget or as permitted under the Mortgage Loan Documents, any (i) material improvement, renovation or refurbishment of all or any part of the Property to a materially higher standard or level than that of comparable properties in the same market segment and in the same geographical area as the Property, except in connection with Tenant Improvements undertaken in accordance with the terms of the Mortgage Loan Agreement (ii) except in connection with Tenant Improvements undertaken in accordance with the terms of the Mortgage Loan Agreement, removal, demolition or material alteration of the improvements or equipment on the Property or (iii) material increase in the square footage or gross leasable area of the improvements on the Property if a material portion of any of the expenses in connection therewith are paid or incurred by Mortgage Borrower;
(fg) any material change in the method of conduct of the business of Borrower or any of its SubsidiariesSubsidiaries (including the entering into of an operating lease with respect to any hotel), such consent to be given in the sole discretion of the Lender;
(gh) the settlement of any claim against Borrower or any of its Subsidiaries, other than a fully insured third party claim, in any amount greater than $250,000 (in the case of Borrower) or $250,000 (in the case of Mortgage Borrower), such consent to be given in the sole discretion of the Lender; or
(i) except as required by the Mortgage Loan Documents, any determination to restore the Property after a Casualty casualty or Condemnationcondemnation.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (CNL Hotels & Resorts, Inc.)
Other Limitations. Prior to the payment in full of the Debt, neither Borrower shall notnor any of its Affiliates shall, without the prior written consent of Lender (which may be furnished or withheld at its sole and absolute discretion), give its consent or approval to any of the following actions or items:
(a) except as permitted by the Mortgage Loan Documents and the Loan Documents (i) any refinance of the Mortgage Loan, unless the Loan shall have been, or is concurrently, paid in full; (ii) any prepayment in full of the Mortgage Loan, unless the Loan shall have been, or is concurrently, paid in full; (iii) except as otherwise specifically permitted by Lender herein, any Sale or Pledge Transfer of the Property or any portion thereof, ; or (iv) any action in connection with or in furtherance of the foregoing;
(b) intentionally deletedcreating, incurring, assuming or suffering to exist any additional Liens on any portion of the Property except for Permitted Encumbrances;
(c) any material modification, amendment, consolidation, spread, restatement, waiver or termination of any of the Mortgage Loan Documents[intentionally omitted];
(d) approve the terms of any Annual Budget to the extent that Lender’s approval is required pursuant to the terms of this Agreement;
(e) the distribution to the direct or indirect partners, members members, owners or shareholders of Mortgage Borrower of property other than cash, except in accordance with the provisions of Mortgage Borrower's organizational documents;
(ef) except as set forth in an approved Approved Annual Budget or as permitted under the Mortgage Loan DocumentsDocuments and this Agreement, any (i) material improvement, renovation or refurbishment of all or any part of the Property to a materially higher standard or level than that of comparable properties in the same market segment and in the same geographical area as the Property, except in connection with Tenant Improvements undertaken in accordance with the terms of the Mortgage Loan Agreement (ii) except in connection with Tenant Improvements undertaken in accordance with the terms of the Mortgage Loan Agreement, removal, demolition or material alteration of the improvements or equipment on the Property or (iii) material increase in the square footage or gross leasable area of the improvements on the Property if a material portion of any of the expenses in connection therewith are paid or incurred by Mortgage BorrowerProperty;
(fg) any material change in the method of conduct of the business of Borrower or any of its Subsidiaries, such consent to be given in the sole discretion of Lender;Mortgage Borrower; or
(gh) except as required by the Mortgage Loan Documents, any determination to restore the Property after a Casualty or Condemnation.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Global Income Trust, Inc.)
Other Limitations. Prior to the payment in full of the Debt, neither Borrower shall notnor any of its Affiliates shall, without the prior written consent of Lender (which may be furnished or withheld at its sole and absolute discretion), give its consent or approval to any of the following actions or items:
(a) except as permitted by the Mortgage Loan Documents and the Loan Documents Lender herein (i) any refinance of the Mortgage Loan or the Mezzanine A Loan, (ii) any prepayment in full of the Mortgage Loan or the Mezzanine A Loan, (iii) any Sale or Pledge Transfer of the Property or the Mezzanine A Pledged Collateral or any portion thereof, thereof or (iv) any action in connection with or in furtherance of the foregoing;
(b) intentionally deleted;creating, incurring, assuming or suffering to exist any additional Liens on any portion of the Property except for Permitted Encumbrances.
(c) any material modification, amendment, consolidation, spread, restatement, waiver or termination of any of the Mortgage Loan Documents or of any of the Mezzanine A Loan Documents (other than a termination that is effected pursuant to the provisions of the Mortgage Loan Documents or Mezzanine A Loan Documents and does not otherwise violate the terms of this Agreement or the other Loan Documents);
(d) the distribution to the partners, members or shareholders of Mezzanine A Borrower, Mortgage Borrower or Operating Lessee of property other than cash, except in accordance with the provisions of Mortgage Borrower's organizational documents;
(e) except as set forth in an approved Approved Annual Budget or as permitted under the Mortgage Loan Documents, any (i) material improvement, renovation or refurbishment of all or any part of the Property to a materially higher standard or level than that of comparable properties in the same market segment and in the same geographical area as the Property, except in connection with Tenant Improvements undertaken in accordance with the terms of the Mortgage Loan Agreement (ii) except in connection with Tenant Improvements undertaken in accordance with the terms of the Mortgage Loan Agreement, removal, demolition or material alteration of the Property improvements or equipment on the Property or (iii) material increase in the square footage or gross leasable area of the improvements on the Property if a material portion of any of the expenses in connection therewith are paid or incurred by Mortgage BorrowerBorrower or Operating Lessee;
(f) except as otherwise expressly permitted herein or pursuant to the Mortgage Loan Agreement, any material change in the method of conduct of the business of Borrower or any of its SubsidiariesAffiliates (including the entering into of an operating lease with respect to any hotel), such consent to be given in the sole discretion of the Lender;
(g) except as required by the Mortgage Loan Documents, any determination to restore the Property after a Casualty or Condemnation. Notwithstanding the foregoing, Lender shall grant or deny with a reasonable explanation any consent required hereunder within fourteen (14) days after the receipt of the applicable request and all documents in connection therewith. In the event that Lender fails to respond within said fourteen (14) day period, such failure shall be deemed to be the consent and approval of Lender if (A) Borrower has delivered to Lender the applicable documents, with the notation “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN FOURTEEN (14) DAYS FROM RECEIPT SHALL BE DEEMED TO BE LENDER’S APPROVAL” prominently displayed in bold, all caps and fourteen (14) point or larger font in the transmittal letter requesting approval and (B) Lender does not approve or reject (with a reasonable explanation) the applicable request within fourteen (14) days from the date Lender receives such request as evidenced by a certified mail return receipt or confirmation by a reputable national overnight delivery service that the same has been delivered.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Strategic Hotels & Resorts, Inc)
Other Limitations. Prior to the payment in full of the Debt, neither Borrower shall notnor any of its Subsidiaries shall, without the prior written consent of Lender (which may be furnished or withheld at its sole and absolute discretion), give its consent or approval to any of the following actions or items:
(a) except as permitted by the Mortgage Loan Documents and the Loan Documents Lender herein (i) any refinance of the Mortgage Loan, (ii) any prepayment in full of the Mortgage Loan, (iii) any Sale or Pledge transfer of the Property or any portion thereof, or (iv) any action in connection with or in furtherance of the foregoingforegoing (including, but not limited to, any defeasance of the Mortgage Loan);
(b) intentionally deleted;creating, incurring, assuming or suffering to exist any additional Liens on any portion of the Property except for Permitted Encumbrances.
(c) any material modification, amendment, consolidation, spread, restatement, waiver or termination of any of the Mortgage Loan Documents;
(d) the distribution to the partners, members or shareholders of Mortgage Borrower of property other than cash, except in accordance with the provisions of Mortgage Borrower's organizational documentsCash;
(e) except as set forth in an approved Annual Budget or as permitted under the Mortgage Loan Documents, any (i) material improvement, renovation or refurbishment of all or any part of the Property to a materially higher standard or level than that of comparable properties in the same market segment and in the same geographical area as the Property, except in connection with Tenant Improvements undertaken in accordance with the terms of the Mortgage Loan Agreement (ii) except in connection with Tenant Improvements undertaken in accordance with the terms of the Mortgage Loan Agreement, removal, demolition or material alteration of the improvements or equipment on the Property or (iii) material increase in the square footage or gross leasable area of the improvements on the Property if a material portion of any of the expenses in connection therewith are paid or incurred by Mortgage Borrower;
(f) any material change in the method of conduct of the business of Borrower or any of its SubsidiariesSubsidiaries (including the entering into of an operating lease with respect to any hotel), such consent to be given in the sole discretion of the Lender;; or
(g) except as required by the Mortgage Loan Documents, any determination to restore the Property after a Casualty casualty or Condemnationcondemnation.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Prime Group Realty Trust)
Other Limitations. Prior to the payment in full of the Debt, neither Borrower shall notnor any of its Subsidiaries shall, without the prior written consent of Lender (which may be furnished or withheld at its sole and absolute discretion), permit or give its consent or approval to any of the following actions or items:
(a) except as permitted by the Lender pursuant to a provision of this Agreement other than this Section 5.36, any refinancing of any Mortgage Loan Documents and the Loan Documents (i) any refinance of the Mortgage Loan, (ii) any prepayment in full of the Mortgage Loan, (iii) any Sale or Pledge of the Property or any portion thereof, or (iv) any action in connection with or in furtherance of the foregoingSenior Mezzanine Loan;
(b) intentionally deletedcreating, incurring, assuming or suffering to exist any additional Liens on any portion of the Property except for Permitted Encumbrances and as otherwise permitted hereunder, under the terms of the Senior Mezzanine Loan Documents and under the terms of the Mortgage Loan Documents;
(c) except as expressly permitted herein and in the Mortgage Loan Documents, any material modification, amendment, consolidation, spread, restatement, waiver or termination of any of the Mortgage Loan Documents;
(d) except as expressly permitted herein and in any of the Senior Mezzanine Loan Documents, any modification, amendment, consolidation, spread, restatement, waiver or termination of any of the Senior Mezzanine Loan Documents.
(e) the distribution to the partners, members or shareholders of Mezzanine 1 Borrower, Mezzanine 2 Borrower, Mezzanine 3 Borrower, Mortgage Loan Borrower or Maryland Owner of property other than cash, except in accordance with the provisions of Mortgage Borrower's organizational documents;
(ef) except as set forth in an approved Annual Budget or as permitted under this Agreement, the Senior Mezzanine Loan Documents and the Mortgage Loan Documents, any (i) material improvement, renovation or refurbishment of all or any part of the Property to a materially higher standard or level than that of comparable properties in the same market segment and in the same geographical area as the Property, except in connection with Tenant Improvements undertaken in accordance with the terms of the Mortgage Loan Agreement (ii) except in connection with Tenant Improvements undertaken in accordance with the terms of the Mortgage Loan Agreement, removal, demolition or material alteration of the improvements or equipment on the Property or (iii) material increase in the square footage or gross leasable area of the improvements on the Property if a material portion of any of the expenses in connection therewith are paid or incurred by Borrower, Senior Mezzanine Borrower, Mortgage BorrowerLoan Borrower or Maryland Owner;
(fg) intentionally omitted;
(h) the settlement of any material change in the method of conduct of the business of claim against Borrower or any of its Subsidiaries, such consent other than a fully insured third party claim, which could reasonably be expected to be given in materially adversely affect Borrower’s, Senior Mezzanine Borrower’s, Mortgage Loan Borrower’s or Maryland Owner’s condition (financial or otherwise) or business or the sole discretion of Lender;Property, the Collateral or the Senior Mezzanine Collateral; or
(gi) except as permitted or required by the Mortgage Loan Documents, the Loan Documents or any Senior Mezzanine Loan Documents, as the case may be, any determination to restore the Property after a Casualty or Condemnation.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Ashford Hospitality Trust Inc)
Other Limitations. Prior to the payment in full of the DebtIndebtedness, except as otherwise permitted in this agreement including in connection with a Partial Release, neither Borrower shall notnor any of its subsidiaries or Operating Lessee shall, without the prior written consent of Lender (which may be furnished or withheld at its sole and absolute discretion), give its consent or approval to any of the following actions or items:
(a1) except as permitted by the Mortgage Loan Documents and the Loan Documents (i) any refinance of the Mortgage Loan, (ii) any prepayment in full of the Mortgage Loan, (iii) any Sale or Pledge Transfer of the any Individual Property or any portion thereof, thereof or (iv) any action in connection with or in furtherance of the foregoing;
(b2) intentionally deletedapprove the terms of any budget of or related to any Individual Property;
(c) any material modification, amendment, consolidation, spread, restatement, waiver or termination of any of the Mortgage Loan Documents;
(d3) the distribution to the partners, members or shareholders of Mortgage Borrower or Operating Lessee of property other than cash, except in accordance with the provisions of Mortgage Borrower's organizational documents;
(e4) except as set forth in an approved Annual Budget or as permitted under the Mortgage Loan DocumentsApproved Budget, any (i) material improvement, renovation or refurbishment of all or any part of the each Individual Property to a materially higher standard or level than that of comparable properties in the same market segment and in the same geographical area as the any Individual Property, except in connection with Tenant Improvements undertaken in accordance with the terms of the Mortgage Loan Agreement (ii) except in connection with Tenant Improvements undertaken in accordance with the terms of the Mortgage Loan Agreement, removal, demolition or material alteration of the improvements or equipment on the each Individual Property or (iii) material increase in the square footage or gross leasable area of the improvements on the any Individual Property if a material portion of any of the expenses in connection therewith are paid or incurred by Mortgage BorrowerBorrower or Operating Lessee;
(f5) any material change in the method of conduct of the business of Borrower or any of its Subsidiariessubsidiaries or Operating Lessee, such consent to be given in the sole discretion of Lender;
(g6) the settlement of any claim against Borrower or any of its subsidiaries or Operating Lessee, other than a fully insured third party claim, in any amount greater than $500,000 (in the case of Borrower) or $500,000 (in the case of Mortgage Borrower or Operating Lessee), such consent to be given in the sole discretion of Lender; or
(7) except as required by the Mortgage Loan Documents, any determination to restore the any Individual Property after a Casualty casualty or Condemnationa Taking.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Ashford Hospitality Trust Inc)
Other Limitations. Prior to the payment in full of the Debt, Borrower shall not, without the prior written consent of Lender (which may be furnished or withheld at its sole and absolute discretion), give its consent or approval to any of the following actions or items:
(a) except as permitted by the Mortgage Loan Documents, the Senior Mezzanine Loan Documents and the Loan Documents (i) any refinance of the Mortgage Loan or Senior Mezzanine Loan, (ii) any prepayment in full of the Mortgage Loan or Senior Mezzanine Loan, (iii) any Sale or Pledge of the Property or Senior Mezzanine Collateral or any portion thereof, or (iv) any action in connection with or in furtherance of the foregoing;
(b) intentionally deleted;
(c) any material modification, amendment, consolidation, spread, restatement, waiver or termination of any of the Mortgage Loan Documents or the Senior Mezzanine Loan Documents;
(d) the distribution to the partners, members or shareholders of Mortgage Borrower or Senior Mezzanine Borrower of property other than cash, except in accordance with the provisions of Mortgage Borrower's organizational documents or Senior Mezzanine Borrower's organizational documents;
(e) except as set forth in an approved Annual Budget or as permitted under the Mortgage Loan Documents, any (i) material improvement, renovation or refurbishment of all or any part of the Property to a materially higher standard or level than that of comparable properties in the same market segment and in the same geographical area as the Property, except in connection with Tenant Improvements undertaken in accordance with the terms of the Mortgage Loan Agreement (ii) except in connection with Tenant Improvements undertaken in accordance with the terms of the Mortgage Loan Agreement, removal, demolition or material alteration of the improvements or equipment on the Property or (iii) material increase in the square footage or gross leasable area of the improvements on the Property if a material portion of any of the expenses in connection therewith are paid or incurred by Mortgage Borrower;
(f) any material change in the method of conduct of the business of Borrower or any of its Subsidiaries, such consent to be given in the sole discretion of Lender;
(g) except as required by the Mortgage Loan Documents, any determination to restore the Property after a Casualty or Condemnation.
Appears in 1 contract
Samples: Junior Mezzanine Loan Agreement (Maguire Properties Inc)
Other Limitations. Prior to the payment in full of the Debt, neither Borrower shall notnor any of its Subsidiaries shall, without the prior written consent of Lender (which may be furnished or withheld at its sole and absolute discretion), permit or give its consent or approval to any of the following actions or items:
(a) except as permitted by the Mortgage Loan Documents and the Loan Documents (i) Lender pursuant to a provision of this Agreement other than this Section 5.36, any refinance refinancing of the Xxxxx Fargo Mortgage Loan, (ii) any prepayment in full of a CIGNA Mortgage Loan or the Mortgage Mezzanine 1 Loan, (iii) any Sale or Pledge of the Property or any portion thereof, or (iv) any action in connection with or in furtherance of the foregoing;
(b) intentionally deletedcreating, incurring, assuming or suffering to exist any additional Liens on any portion of the Property except for Permitted Encumbrances and as otherwise permitted hereunder, under the terms of the Mezzanine 1 Loan Documents and under the terms of the Mortgage Loan Documents;
(c) except as expressly permitted herein and in the Mortgage Loan Documents, any material modification, amendment, consolidation, spread, restatement, waiver or termination of any of the Mortgage Loan Documents;
(d) except as expressly permitted herein and in the Mezzanine 1 Loan Documents, any modification, amendment, consolidation, spread, restatement, replacement, waiver or termination of any of the Mezzanine 1 Loan Documents;
(e) the distribution to the partners, members or shareholders of Mezzanine 1 Borrower, Mortgage Loan Borrower or Maryland Owner of property other than cash, except in accordance with the provisions of Mortgage Borrower's organizational documents;
(ef) except as set forth in an approved Annual Budget or as permitted under this Agreement, the Mezzanine 1 Loan Documents and the Mortgage Loan Documents, any (i) material improvement, renovation or refurbishment of all or any part of the Property to a materially higher standard or level than that of comparable properties in the same market segment and in the same geographical area as the Property, except in connection with Tenant Improvements undertaken in accordance with the terms of the Mortgage Loan Agreement (ii) except in connection with Tenant Improvements undertaken in accordance with the terms of the Mortgage Loan Agreement, removal, demolition or material alteration of the improvements or equipment on the Property or (iii) material increase in the square footage or gross leasable area of the improvements on the Property if a material portion of any of the expenses in connection therewith are paid or incurred by Borrower, Mezzanine 1 Borrower, Mortgage BorrowerLoan Borrower or Maryland Owner;
(fg) intentionally omitted;
(h) the settlement of any material change in the method of conduct of the business of claim against Borrower or any of its Subsidiaries, such consent other than a fully insured third party claim, which could reasonably be expected to be given in materially adversely affect Borrower’s, Mezzanine 1 Borrower’s, Mortgage Loan Borrower’s or Maryland Owner’s condition (financial or otherwise) or business or the sole discretion of Lender;Property, the Mezzanine 1 Collateral or the Collateral; or
(gi) except as permitted or required by the Mortgage Loan Documents, the Loan Documents and the Mezzanine 1 Loan Documents, as the case may be, any determination to restore the Property after a Casualty or Condemnation.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Ashford Hospitality Trust Inc)
