Common use of Permitted Berkley/11th Street Refinancing Clause in Contracts

Permitted Berkley/11th Street Refinancing. On any date after which (x) the Borrower and its Subsidiaries have completed a Permitted Berkley/11th Street Refinancing and (y) the Borrower or such Subsidiary subsequently conducts a Permitted Property Loan Refinancing with respect to such Indebtedness, within five (5) Business Days after the date on which the Borrower or any of its Subsidiaries receives any proceeds from such subsequent refinancing, an amount equal to the lesser of (x) the amount Advances used in connection with such Permitted Berkley/11th Street Refinancing and (y) the aggregate Net Cash Proceeds of such subsequent refinancing, shall be applied as a mandatory prepayment of the Obligations in accordance with ​ ​ Sections 2.06(c) and 2.06(d) below; provided, that the Borrower or such Subsidiary shall not be required to make any such prepayment so long as (A) after giving pro forma effect to such subsequent refinancing (1) no Event of Default shall have occurred, be continuing, or have resulted from such subsequent refinancing, (2) the Loan to Value Ratio shall not exceed 80% as of the most recently ended Test Date and (3) Borrower shall have certified to the Administrative Agent compliance with the foregoing conditions, as applicable, along with reasonably detailed calculations of compliance with clause (2), (B) the Borrower has delivered to the Administrative Agent on or prior to such date a written notice of its intent to reinvest such proceeds in Investments that satisfy the Eligibility Criteria and such proceeds shall be reinvested (or committed to be reinvested) within 365 days following the date of receipt of such proceeds (or, if the Borrower or the applicable Subsidiary enters into a legally binding commitment to reinvest such proceeds within 365 days following the receipt thereof, within 90 days after such original 365 day period) and (C) upon receipt of any such proceeds, the Borrower or the applicable Subsidiary shall deposit such proceeds into a Controlled Account (as defined in the Security Agreement) and such proceeds shall remain in such Controlled Account until reinvested or applied to prepay the Advances, in each case in accordance with this Section 2.06(b)(iii)); provided further that, (I) if all or any portion of such proceeds are not so reinvested within the time period indicated (or such earlier date, if any, as the Borrower or the applicable Subsidiary determines not to reinvest the proceeds from such subsequent refinancing as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 2.06(b)(ii) and (II) the proceeds shall be applied as a mandatory prepayment of the Obligations in accordance with Sections 2.06(c) and 2.06(d) below.

Permitted Berkley/11th Street Refinancing. On any date after which (x) the Borrower and its Subsidiaries have completed a Permitted Berkley/11th Street Refinancing and (y) the Borrower or such Subsidiary subsequently conducts a Permitted Property Loan Refinancing with respect to such Indebtedness, within five (5) Business Days after the date on which the Borrower or any of its Subsidiaries receives any proceeds ​ ​ from such subsequent refinancing, an amount equal to the lesser of (x) the amount Advances used in connection with such Permitted Berkley/11th Street Refinancing and (y) the aggregate Net Cash Proceeds of such subsequent refinancing, shall be applied as a mandatory prepayment of the Obligations in accordance with ​ ​ Sections 2.06(c) and 2.06(d) below; provided, that the Borrower or such Subsidiary shall not be required to make any such prepayment so long as (A) after giving pro forma effect to such subsequent refinancing (1) no Event of Default shall have occurred, be continuing, or have resulted from such subsequent refinancing, (2) the Loan to Value Ratio shall not exceed 80% as of the most recently ended Test Date [reserved], and (3) Borrower shall have certified to the Administrative Agent compliance with the foregoing conditions, as applicable, along with reasonably detailed calculations of compliance with clause (2), (B) the Borrower has delivered to the Administrative Agent on or prior to such date a written notice of its intent to reinvest such proceeds in Investments that satisfy the Eligibility Criteria constitute a Permitted Real Estate Acquisition and such proceeds shall be reinvested (or committed to be reinvested) within 365 days following the date of receipt of such proceeds (or, if the Borrower or the applicable Subsidiary enters into a legally binding commitment to reinvest such proceeds within 365 days following the receipt thereof, within 90 days after such original 365 day period) and (C) upon receipt of any such proceeds, the Borrower or the applicable Subsidiary shall deposit such proceeds into a Controlled Account (as defined in the Security Agreement) and such proceeds shall remain in such Controlled Account until reinvested or applied to prepay the Advances, in each case in accordance with this Section 2.06(b)(iii)); provided further that, (I) if all or any portion of such proceeds are not so reinvested within the time period indicated (or such earlier date, if any, as the Borrower or the applicable Subsidiary determines not to reinvest the proceeds from such subsequent refinancing as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 2.06(b)(ii2.06(b)(iii) and (II) the proceeds shall be applied as a mandatory prepayment of the Obligations in accordance with Sections 2.06(c) and 2.06(d) below.

Permitted Berkley/11th Street Refinancing. On any date after which (x) the Borrower and its Subsidiaries have completed a Permitted Berkley/11th Street Refinancing and (y) the Borrower or such Subsidiary subsequently conducts a Permitted Property Loan Refinancing with respect to such Indebtedness, within five (5) Business Days after the date on which the Borrower or any of its Subsidiaries receives any proceeds from such subsequent refinancing, an amount equal to the lesser of (x) the amount Advances used in connection with such Permitted Berkley/11th Street Refinancing and (y) the aggregate Net Cash Proceeds of such subsequent refinancing, shall be applied as a mandatory prepayment of the Obligations in accordance with ​ ​ Sections 2.06(c) and 2.06(d) below; provided, that the Borrower or such Subsidiary shall not be required to make any such prepayment so long as (A) after giving pro forma effect to such subsequent refinancing (1) no Event of Default shall have occurred, be continuing, or have resulted from such subsequent refinancing, (2) the Loan to Value Ratio shall not exceed 80% as of the most recently ended Test Date and (3) Borrower shall have certified to the Administrative Agent compliance with the foregoing conditions, as applicable, along with reasonably detailed calculations of compliance with clause (2), (B) the Borrower has delivered to the Administrative Agent on or prior to such date a written notice of its intent to reinvest such proceeds in Investments that satisfy the Eligibility Criteria and such proceeds shall be reinvested (or committed to be reinvested) within 365 days following the date of receipt of such proceeds (or, if the Borrower or the applicable Subsidiary enters into a legally binding commitment to reinvest such proceeds within 365 days following the receipt thereof, within 90 days after such original 365 day period) and (C) upon receipt of any such proceeds, the Borrower or the applicable Subsidiary shall deposit such proceeds into a Controlled Account (as defined in the Security Agreement) and such proceeds shall remain in such Controlled Account until reinvested or applied to prepay the Advances, in each case in accordance with this Section 2.06(b)(iii)); provided further that, (I) if all or any portion of such proceeds are not so reinvested within the time period indicated (or such earlier date, if any, as the Borrower or the applicable Subsidiary determines not to reinvest the proceeds from such subsequent refinancing as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 2.06(b)(ii) and (II) the proceeds shall be applied as a mandatory prepayment of the Obligations in accordance with Sections 2.06(c) and 2.06(d) below.

Permitted Berkley/11th Street Refinancing. On any date after which (x) the Borrower and its Subsidiaries have completed a Permitted Berkley/11th Street Refinancing and (y) the Borrower or such Subsidiary subsequently conducts a Permitted Property Loan Refinancing with respect to such Indebtedness, within five (5) Business Days after the date on which the Borrower or any of its Subsidiaries receives any proceeds from such subsequent refinancing, an amount equal to the lesser of (x) the amount Advances used in connection with such Permitted Berkley/11th Street Refinancing and (y) the aggregate Net Cash Proceeds of such subsequent refinancing, shall be applied as a mandatory prepayment of the Obligations in accordance with ​ ​ Sections 2.06(c) and 2.06(d) below; provided, that the Borrower or such Subsidiary shall not be required to make any such prepayment so long as (A) after giving pro forma effect to such subsequent refinancing (1) no Event of Default shall have occurred, be continuing, or have resulted from such subsequent refinancing, (2) the Loan to Value Ratio shall not exceed 80% as of the most recently ended Test Date and (3) Borrower shall have certified to the Administrative Agent compliance with the foregoing conditions, as applicable, along with reasonably detailed calculations of compliance with clause (2), (B) the Borrower has delivered to the Administrative Agent on or prior to such date a written notice of its intent to reinvest such proceeds in Investments that satisfy the Eligibility Criteria and such proceeds shall be reinvested (or committed to be reinvested) within 365 days following the date of receipt of such proceeds (or, if the Borrower or the applicable Subsidiary enters into a legally binding commitment to reinvest such proceeds within 365 days following the receipt thereof, within 90 days after such original 365 day period) and (C) upon receipt of any such proceeds, the Borrower or the applicable Subsidiary shall deposit such proceeds into a Controlled Account (as defined in the Security Agreement) and such proceeds shall remain in such Controlled Account until reinvested or applied to prepay the Advances, in each case in accordance with this Section 2.06(b)(iii)); provided further that, (I) if all or any portion of such proceeds are not so reinvested within the time period indicated (or such earlier date, if any, as the Borrower or the applicable Subsidiary determines not to reinvest the ​ proceeds from such subsequent refinancing as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 2.06(b)(ii) and (II) the proceeds shall be applied as a mandatory prepayment of the Obligations in accordance with Sections 2.06(c) and 2.06(d) below.

Permitted Berkley/11th Street Refinancing. On any date after which (x) the Borrower and its Subsidiaries have completed a Permitted Berkley/11th Street Refinancing and (y) the Borrower or such Subsidiary subsequently conducts a Permitted Property Loan Refinancing with respect to such Indebtedness, within five (5) Business Days after the date on which the Borrower or any of its Subsidiaries receives any proceeds from such subsequent refinancing, an amount equal to the lesser of (x) the amount Advances used in connection with such Permitted Berkley/11th Street Refinancing and (y) the aggregate Net Cash Proceeds of such subsequent refinancing, shall be applied as a mandatory prepayment of the Obligations in accordance with ​ ​ Sections 2.06(c) and 2.06(d) below; provided, that the Borrower or such Subsidiary shall not be required to make any such prepayment so long as (A) after giving pro forma effect to such subsequent refinancing (1) no Event of Default shall have occurred, be continuing, or have resulted from such subsequent refinancing, (2) the Loan to Value Ratio shall not exceed 80% as of the most recently ended Test Date [reserved], and (3) Borrower shall have certified to the Administrative Agent compliance with the foregoing conditions, as applicable, along with reasonably detailed calculations of compliance with clause (2), (B) the Borrower has delivered to the Administrative Agent on or prior to such date a written notice of its intent to reinvest such proceeds in Investments that satisfy the Eligibility Criteria and such proceeds shall be reinvested (or committed to be reinvested) within 365 days following the date of receipt of such proceeds (or, if the Borrower or the applicable Subsidiary enters into a legally binding commitment to reinvest such proceeds within 365 days following the receipt thereof, within 90 days after such original 365 day period) and (C) upon receipt of any such proceeds, the Borrower or the applicable Subsidiary shall deposit such proceeds into a Controlled Account (as defined in the Security Agreement) and such proceeds shall remain in such Controlled Account until reinvested or applied to prepay the Advances, in each case in accordance with this Section 2.06(b)(iii2.06(b)(i)(iii)); provided further that, (I) if all or any portion of such proceeds are not so reinvested within the time period indicated (or such earlier date, if any, as the Borrower or the applicable Subsidiary determines not to reinvest the proceeds from such subsequent refinancing as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 2.06(b)(ii2.06(b)(i)(ii) and (II) the proceeds shall be applied as a mandatory prepayment of the Obligations in accordance with Sections 2.06(c) and 2.06(d) below.