Post-Foreclosure Plans. If all or any portion of the Collateral is acquired by the Administrative Agent as a result of a foreclosure or the acceptance of an assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the Obligations, the title to any such Collateral, or any portion thereof, shall be held in the name of the Administrative Agent or a nominee or Subsidiary of the Administrative Agent, as “Administrative Agent”, for the ratable benefit of all Lenders. The Administrative Agent shall prepare a recommended course of action for such Collateral (a “Post-Foreclosure Plan”), which shall be subject to the approval of the Requisite Lenders. In accordance with the approved Post-Foreclosure Plan, the Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral acquired, and shall administer all transactions relating thereto, including agents for the sale of such Collateral, and the collecting of rents and other sums from such Collateral and paying the expenses of such Collateral. Actions taken by the Administrative Agent with respect to the Collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its Pro Rata Share) of all reasonable costs and expenses incurred by the Administrative Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. In addition, the Administrative Agent shall render or cause to be rendered to each Lender, on a monthly basis, an income and expense statement for such Collateral, and each Lender shall promptly contribute its Pro Rata Share of any operating loss for such Collateral, and such other expenses and operating reserves as the Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is net operating income from such Collateral, the Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the Lender. All such distributions shall be made to the Lenders in accordance with their respective Pro Rata Shares. The Lenders acknowledge and agree that if title to any Collateral is obtained by the Administrative Agent or its nominee, such Collateral will not be held as a permanent investment but will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11, be liquidated and the proceeds of such liquidation will be distributed in accordance with Section 10.5 as soon as practicable. The Administrative Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to the Lenders. Any purchase money Mortgage taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name the Administrative Agent, as Administrative Agent for the Lenders, as the beneficiary or mortgagee. In such case, the Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money Mortgage defining the rights of the Lenders in the same Pro Rata Shares as provided hereunder, which agreement shall be in all material respects similar to this Article XI insofar as the same is appropriate or applicable.

Appears in 5 contracts

Samples: Credit Agreement (Service Properties Trust), Credit Agreement (Service Properties Trust), Credit Agreement (Service Properties Trust)

Post-Foreclosure Plans. If all or any portion of the Collateral is acquired by the Administrative Agent as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the Guaranteed Obligations, the title to any such Collateral, or any portion thereof, shall be held in the name of the Administrative Agent or a nominee or Subsidiary of the Administrative Agent, as “Administrative Agent”, for the ratable benefit of all ~~Lenders~~Lender Parties. The Administrative Agent shall prepare a recommended course of action for such Collateral (a “Post-Foreclosure Plan”), which shall be subject to the approval of the Requisite Lenders. In accordance with the approved Post-Foreclosure Plan, the Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral acquired, and shall administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Collateral, and the collecting of rents and other sums from such Collateral and paying the expenses of such Collateral. Actions taken by the Administrative Agent with respect to the Collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its Pro Rata Share) of all reasonable costs and expenses incurred by the Administrative Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. In addition, the Administrative Agent shall render or cause to be rendered to each ~~Lender~~Lender Party, on a monthly basis, an income and expense statement for such Collateral, and each Lender shall promptly contribute its Pro Rata Share of any operating loss for such Collateral, and such other expenses and operating reserves as the Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is ~~net operating income~~ Net Operating Income from such Collateral, the Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the ~~Lender~~Lender Parties. All such distributions shall be made to the Lenders in accordance with their respective Pro Rata Shares. The ~~Lenders~~ Lender Parties acknowledge and agree that if title to any Collateral is obtained by the Administrative Agent or its nominee, such Collateral will not be held as a permanent investment but ~~will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11,~~ will be liquidated and the proceeds of such liquidation will be distributed in accordance with Section ~~10.5~~ 11.5. as soon as practicable. The Administrative Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to the ~~Lenders~~Lender Parties. Any purchase money ~~Mortgage~~ mortgage or deed of trust taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name the Administrative Agent, as Administrative Agent for the Lenders, as the beneficiary or mortgagee. In such case, the Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money ~~Mortgage~~ mortgage or deed of trust defining the rights of the Lenders in the same Pro Rata Shares as provided hereunder, which agreement shall be in all material respects similar to this Article XI XII. insofar as the same is appropriate or applicable.

Appears in 5 contracts

Samples: Credit Agreement (NETSTREIT Corp.), Credit Agreement (NETSTREIT Corp.), Credit Agreement (NETSTREIT Corp.)

Post-Foreclosure Plans. If all or any portion of the Collateral is acquired by the Administrative Agent as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the Obligations, the title to any such Collateral, or any portion thereof, shall be held in the name of the Administrative Agent or a nominee or Subsidiary of the Administrative Agent, as “Administrative Agent”, for the ratable benefit of all Lenders. The Administrative Agent shall prepare a recommended course of action for such Collateral (a “Post-Foreclosure Plan”), which shall be subject to the approval of the Requisite Lenders. In accordance with the approved Post-Foreclosure Plan, the Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral acquired, and shall administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Collateral, and the collecting of ~~rents~~ rents, revenues and other sums from such Collateral and paying the expenses of such Collateral. Actions taken by the Administrative Agent with respect to the Collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its Pro Rata Share) of all reasonable costs and expenses incurred by the ~~Administrative Agent~~ administrative agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. In addition, the Administrative Agent shall render or cause to be rendered to each Lender, on a monthly basis, an income and expense statement for such Collateral, and each Lender shall promptly contribute its Pro Rata Share of any operating loss for such Collateral, and such other expenses and operating reserves as the Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is ~~net operating income~~ Net Operating Income from such ~~Collateral~~Collateral (after establishment of reserves in accordance with the Post-Foreclosure Plan), the Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the ~~Lender~~Lenders. All such distributions shall be made to the Lenders in accordance with their respective Pro Rata Shares. The Lenders acknowledge and agree that if title to any Collateral is obtained by the Administrative Agent or its nominee, such Collateral will not be held as a permanent investment but ~~will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11,~~ will be liquidated and the proceeds of such liquidation will be distributed in accordance with Section ~~10.5~~ 11.5. as soon as practicable. The Administrative Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to the Lenders. Any purchase money ~~Mortgage~~ mortgage or deed of trust taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name the Administrative Agent, as Administrative Agent for the Lenders, as the beneficiary or mortgagee. In such case, the Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money ~~Mortgage~~ mortgage or deed of trust defining the rights of the Lenders in the same Pro Rata Shares as provided hereunder, which agreement shall be in all material respects similar to this Article XI insofar as the same is appropriate or applicable.

Appears in 4 contracts

Samples: Credit Agreement (Chesapeake Lodging Trust), Credit Agreement (Chesapeake Lodging Trust), Credit Agreement (Chesapeake Lodging Trust)

Post-Foreclosure Plans. (a) If all or any portion of the Collateral is acquired by the ~~Administrative~~ Collateral Agent as a result of a foreclosure or the acceptance of an assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the Pari Passu Guaranteed Obligations, the title to any such Collateral, or any portion thereof, shall be held in the name of the ~~Administrative~~ Collateral Agent or a nominee or Subsidiary of the ~~Administrative~~ Collateral Agent, as “~~Administrative~~ Collateral Agent”, for the ratable benefit of ~~all Lenders~~the holders of Pari Passu Guaranteed Obligations. The ~~Administrative~~ Collateral Agent shall prepare a recommended course of action for such Collateral (a “Post-Foreclosure Plan”), which shall be subject to the approval of the Requisite Lenders. In accordance with the approved Post-Foreclosure Plan, the ~~Administrative~~ Collateral Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral acquired, and shall administer all transactions relating thereto, including agents for the sale of such Collateral, and the collecting of rents and other sums from such Collateral and paying the expenses of such Collateral. Actions taken by the ~~Administrative~~ Collateral Agent with respect to the Collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its Pro Rata Share) of all reasonable costs and expenses incurred by the ~~Administrative~~ Collateral Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. In addition, the ~~Administrative~~ Collateral Agent shall render or cause to be rendered to each Lender, on a monthly basis, an income and expense statement for such Collateral, and each Lender shall promptly contribute its Pro Rata Share of any operating loss for such Collateral, and such other expenses and operating reserves as the ~~Administrative~~ Collateral Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is net operating income from such Collateral, the ~~Administrative~~ Collateral Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the ~~Lender~~Lenders. All such distributions shall be made to the Lenders in accordance with their respective Pro Rata Shares. The Lenders acknowledge and agree that if title to any Collateral is obtained by the ~~Administrative~~ Collateral Agent or its nominee, such Collateral will not be held as a permanent investment but will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11, be liquidated and the proceeds of such liquidation will be distributed in accordance with Section 10.5 as soon as practicable. The ~~Administrative~~ Collateral Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to the ~~Lenders~~holders of Pari Passu Guaranteed Obligations. Any purchase money Mortgage taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name the ~~Administrative~~ Collateral Agent, as ~~Administrative Agent~~ collateral agent for the ~~Lenders~~holders of Pari Passu Guaranteed Obligations, as the beneficiary or mortgagee. In such case, the ~~Administrative~~ Collateral Agent and the ~~Lenders~~ holders of Pari Passu Guaranteed Obligations shall enter into an agreement with respect to such purchase money Mortgage defining the rights of the ~~Lenders~~ holders of Pari Passu Guaranteed Obligations in the same Pro Rata Shares as provided hereunder, which agreement shall be in all material respects similar to this Article XI insofar as the same is appropriate or applicable.

Appears in 4 contracts

Samples: Credit Agreement (Diversified Healthcare Trust), Signature (Diversified Healthcare Trust), Signature (Diversified Healthcare Trust)

Post-Foreclosure Plans. If all or any portion of the Collateral is acquired by the Administrative Agent as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the ~~Obligations~~obligations of Borrower hereunder, the title to any such Collateral, or any portion thereof, shall be held in the name of the Administrative Agent or a nominee or ~~Subsidiary~~ subsidiary of the Administrative Agent, as ~~“Administrative Agent”~~agent, for the ratable benefit of all Lenders. The Administrative Agent shall prepare a recommended course of action for such Collateral (a “Post-Foreclosure Plan”), which shall be subject to the approval of the Requisite Lenders. In accordance with the approved Post-Foreclosure Plan, the Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral acquired, and shall administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Collateral, and the collecting of rents and other sums from such Collateral and paying the expenses of such Collateral. Actions taken by the Administrative Agent with respect to the Collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its Pro Rata Share) of all reasonable costs and expenses incurred by the Administrative Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. In addition, the Administrative Agent shall render or cause to be rendered to each Lender, on a monthly basis, an income and expense statement for such Collateral, and each Lender shall promptly contribute its Pro Rata Share of any operating loss for such Collateral, and such other expenses and operating reserves as the Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is net operating income from such Collateral, the Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the ~~Lender~~Lenders. All such distributions shall be made to the Lenders in accordance with their respective Pro Rata Shares. The Lenders acknowledge and agree that if title to any Collateral is obtained by the Administrative Agent or its nominee, such Collateral will not be held as a permanent investment but ~~will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11,~~ will be liquidated ~~and the proceeds of such liquidation will be distributed in accordance with Section 10.5~~ as soon as practicable. The Administrative Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to the Lenders. Any purchase money ~~Mortgage~~ mortgage or deed of trust taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name the Administrative Agent, as ~~Administrative Agent~~ agent for the Lenders, as the beneficiary or mortgagee. In such case, the Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money ~~Mortgage~~ mortgage or deed of trust defining the rights of the Lenders in the same Pro Rata Shares as provided hereunder, which agreement shall be in all material respects similar to this Article XI insofar as the same is appropriate or applicable.

Appears in 4 contracts

Samples: Construction Loan Agreement (FC Global Realty Inc), Loan Agreement (Taubman Centers Inc), Construction Loan Agreement (Imax Corp)

Post-Foreclosure Plans. If all or any portion of the Collateral is to be acquired by the Administrative Agent as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the ~~Obligations~~obligations of Borrower hereunder, the title to any such Collateral, or any portion thereof, shall be held in the name of the Administrative Agent or a nominee or ~~Subsidiary~~ subsidiary of the Administrative Agent, as ~~“Administrative Agent”~~agent, for the ratable benefit of all Lenders. The Administrative Agent shall prepare a recommended course of action for such Collateral (a “Post-Foreclosure Plan”), which shall be subject to the approval of the Requisite Lenders. In accordance with the approved Post-Foreclosure Plan, the Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral acquired, and shall administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Collateral, and the collecting of rents and other sums from such Collateral and paying the expenses of such Collateral. Actions taken by the Administrative Agent with respect to the Collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its Pro Rata Share) of all reasonable costs and expenses incurred by the Administrative Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. In addition, the Administrative Agent shall render or cause to be rendered to each Lender, on a monthly basis, an income and expense statement for such Collateral, and each Lender shall promptly contribute its Pro Rata Share of any operating loss for such Collateral, and such other expenses and operating reserves as the Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is net operating income from such Collateral, the Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the ~~Lender~~Lenders. All such distributions shall be made to the Lenders in accordance with their respective Pro Rata Shares. The Lenders acknowledge and agree that if title to any Collateral is obtained by the Administrative Agent or its nominee, such Collateral will not be held as a permanent investment but ~~will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11,~~ will be liquidated ~~and the proceeds of such liquidation will be distributed in accordance with Section 10.5~~ as soon as practicable. The Administrative Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to the Lenders. Any purchase money ~~Mortgage~~ mortgage or deed of trust taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name the Administrative Agent, as ~~Administrative Agent~~ agent for the Lenders, as the beneficiary or mortgagee. In such case, the Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money ~~Mortgage~~ mortgage or deed of trust defining the rights of the Lenders in the same Pro Rata Shares as provided hereunder, which agreement shall be in all material respects similar to this Article XI insofar as the same is appropriate or applicable.

Appears in 3 contracts

Samples: Loan Agreement (KBS Strategic Opportunity REIT, Inc.), Loan Agreement (KBS Real Estate Investment Trust III, Inc.), Loan Agreement (KBS Real Estate Investment Trust III, Inc.)

Post-Foreclosure Plans. If all or any portion of the Collateral is to be acquired by the Administrative Agent as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the ~~Obligations~~obligations of Borrowers hereunder, the title to any such Collateral, or any portion thereof, shall be held in the name of the Administrative Agent or a nominee or ~~Subsidiary~~ subsidiary of the Administrative Agent, as ~~“Administrative Agent”~~agent, for the ratable benefit of all Lenders. The Administrative Agent shall prepare a recommended course of action for such Collateral (a “Post-Foreclosure Plan”), which shall be subject to the approval of the Requisite Lenders. In accordance with the approved Post-Foreclosure Plan, the Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral acquired, and shall administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Collateral, and the collecting of rents and other sums from such Collateral and paying the expenses of such Collateral. Actions taken by the Administrative Agent with respect to the Collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its Pro Rata Share) of all reasonable costs and expenses incurred by the Administrative Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. In addition, the Administrative Agent shall render or cause to be rendered to each Lender, on a monthly basis, an income and expense statement for such Collateral, and each Lender shall promptly contribute its Pro Rata Share of any operating loss for such Collateral, and such other expenses and operating reserves as the Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is net operating income from such Collateral, the Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the ~~Lender~~Lenders. All such distributions shall be made to the Lenders in accordance with their respective Pro Rata Shares. The Lenders acknowledge and agree that if title to any Collateral is obtained by the Administrative Agent or its nominee, such Collateral will not be held as a permanent investment but ~~will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11,~~ will be liquidated ~~and the proceeds of such liquidation will be distributed in accordance with Section 10.5~~ as soon as practicable. The Administrative Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to the Lenders. Any purchase money ~~Mortgage~~ mortgage or deed of trust taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name the Administrative Agent, as ~~Administrative Agent~~ agent for the Lenders, as the beneficiary or mortgagee. In such case, the Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money ~~Mortgage~~ mortgage or deed of trust defining the rights of the Lenders in the same Pro Rata Shares as provided hereunder, which agreement shall be in all material respects similar to this Article XI insofar as the same is appropriate or applicable.

Appears in 3 contracts

Samples: Loan Agreement (KBS Real Estate Investment Trust III, Inc.), And Consolidated Loan Agreement (KBS Real Estate Investment Trust II, Inc.), Loan Agreement (KBS Real Estate Investment Trust II, Inc.)

Post-Foreclosure Plans. If all or any portion of the Collateral is acquired by the Administrative Agent as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the Obligations, the title to any such Collateral, or any portion thereof, shall be held in the name of the Administrative Agent or a nominee or ~~Subsidiary~~ subsidiary of the Administrative Agent, as “Administrative Agent”, for the ratable benefit of all Lenders. The Administrative Agent shall prepare a recommended course of action for such Collateral (a “Post-Foreclosure Plan”), which shall be subject to the approval of the Requisite Lenders. In accordance with the approved Post-Foreclosure Plan, the Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral acquired, and shall administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Collateral, and the collecting of rents and other sums from such Collateral and paying the expenses of such Collateral. Actions taken by the Administrative Agent with respect to the Collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its Pro Rata Share) of all reasonable costs and expenses incurred by the Administrative Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. In addition, the Administrative Agent shall render or cause to be rendered to each Lender, on a monthly basis, an income and expense statement for such Collateral, and each Lender shall promptly contribute its Pro Rata Share of any operating loss for such Collateral, and such other expenses and operating reserves as the Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is net operating income from such Collateral, the Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the ~~Lender~~Lenders. All such distributions shall be made to the Lenders in accordance with their respective Pro Rata Shares. The Lenders acknowledge and agree that if title to any Collateral is obtained by the Administrative Agent or its nominee, such Collateral will not be held as a permanent investment but ~~will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11,~~ will be liquidated and the proceeds of such liquidation will be distributed in accordance with Section ~~10.5~~ 11.2 as soon as practicable. The Administrative Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to the Lenders. Any purchase money ~~Mortgage~~ mortgage or deed of trust taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name the Administrative Agent, as Administrative Agent for the Lenders, as the beneficiary or mortgagee. In such case, the Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money ~~Mortgage~~ mortgage or deed of trust defining the rights of the Lenders in the same Pro Rata Shares as provided hereunder, which agreement shall be in all material respects similar to this Article XI insofar as the same is appropriate or applicable.

Appears in 3 contracts

Samples: Loan Agreement (Brookfield DTLA Fund Office Trust Investor Inc.), Loan Agreement (Brookfield DTLA Fund Office Trust Investor Inc.), Loan Agreement (Brookfield DTLA Fund Office Trust Investor Inc.)

Post-Foreclosure Plans. If all or any portion of the Collateral is acquired by ~~the~~ Administrative Agent as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the ~~Obligations~~obligations of Borrower hereunder, the title to any such Collateral, or any portion thereof, shall be held in the name of ~~the~~ Administrative Agent or a nominee or ~~Subsidiary~~ subsidiary of ~~the~~ Administrative Agent, as ~~“Administrative Agent”~~agent, for the ratable benefit of all Lenders. ~~The~~ Administrative Agent shall prepare a recommended course of action for such Collateral (a “Post-Foreclosure Plan”), which shall be subject to the approval of the Requisite Lenders. In accordance with the approved Post-Foreclosure Plan, ~~the~~ Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral acquired, and shall administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Collateral, and the collecting of rents and other sums from such Collateral and paying the expenses of such Collateral. Actions taken by ~~the~~ Administrative Agent with respect to the Collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its Pro Rata Share) of all reasonable costs and expenses incurred by ~~the~~ Administrative Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. In addition, ~~the~~ Administrative Agent shall render or cause to be rendered to each Lender, on a monthly basis, an income and expense statement for such Collateral, and each Lender shall promptly contribute its Pro Rata Share of any operating loss for such Collateral, and such other expenses and operating reserves as ~~the~~ Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is net operating income from such Collateral, ~~the~~ Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the ~~Lender~~Lenders. All such distributions shall be made to the Lenders in accordance with their respective Pro Rata Shares. The Lenders acknowledge and agree that if title to any Collateral is obtained by ~~the~~ Administrative Agent or its nominee, such Collateral will not be held as a permanent investment but ~~will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11,~~ will be liquidated ~~and the proceeds of such liquidation will be distributed in accordance with Section 10.5~~ as soon as practicable. ~~The~~ Administrative Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to the Lenders. Any purchase money ~~Mortgage~~ mortgage or deed of trust taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name ~~the~~ Administrative Agent, as ~~Administrative Agent~~ agent for the Lenders, as the beneficiary or mortgagee. In such case, ~~the~~ Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money ~~Mortgage~~ mortgage or deed of trust defining the rights of the Lenders in the same Pro Rata Shares as provided hereunder, which agreement shall be in all material respects similar to this Article XI insofar as the same is appropriate or applicable.

Appears in 3 contracts

Samples: Mezzanine Loan Agreement (KBS Strategic Opportunity REIT, Inc.), Senior Loan Agreement (KBS Strategic Opportunity REIT, Inc.), Loan Agreement (Highland Hospitality Corp)

Post-Foreclosure Plans. If all or any portion of the Collateral is acquired by the Administrative Agent as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the Obligations and/or Specified Derivatives Obligations, the title to any such Collateral, or any portion thereof, shall be held in the name of the Administrative Agent or a nominee or Subsidiary of the Administrative Agent, as ~~“Administrative Agent”~~administrative agent, for the ratable benefit of ~~all Lenders~~the Secured Parties. The Administrative Agent shall prepare a recommended course of action for such Collateral (a “Post-Foreclosure Plan”), which shall be subject to the approval of the Requisite Lenders. In accordance with the approved Post-Foreclosure Plan, the Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral acquired, and shall administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Collateral, and the collecting of rents and other sums from such Collateral and paying the expenses of such Collateral. Actions taken by the Administrative Agent with respect to the Collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its Pro Rata Share) of all reasonable costs and expenses incurred by the Administrative Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. In addition, the Administrative Agent shall render or cause to be rendered to ~~each Lender~~the other Secured Parties, on a monthly basis, an income and expense statement for such Collateral, and each Lender shall promptly contribute its Pro Rata Share of any operating loss for such Collateral, and such other expenses and operating reserves as the Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is ~~net operating income~~ Net Operating Income from such Collateral, the Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the ~~Lender~~Secured Parties. All such distributions shall be made to the Lenders in accordance with their respective Pro Rata Shares. The ~~Lenders~~ Secured Parties acknowledge and agree that if title to any Collateral is obtained by the Administrative Agent or its nominee, such Collateral will not be held as a permanent investment but ~~will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11,~~ will be liquidated and the proceeds of such liquidation will be distributed in accordance with Section ~~10.5~~ 10.5. as soon as practicable. The Administrative Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to the ~~Lenders~~Secured Parties. Any purchase money ~~Mortgage~~ mortgage or deed of trust taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name the Administrative Agent, as Administrative Agent for the Lenders, as the beneficiary or mortgagee. In such case, the Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money ~~Mortgage~~ mortgage or deed of trust defining the rights of the Lenders in the same Pro Rata Shares as provided hereunder, which agreement shall be in all material respects similar to this Article XI insofar as the same is appropriate or applicable.

Appears in 2 contracts

Samples: Credit Agreement (Rouse Properties, Inc.), Credit Agreement (Rouse Properties, Inc.)

Post-Foreclosure Plans. If all or any portion of the Collateral is acquired by ~~the~~ Administrative Agent as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the Obligations and/or Specified Derivatives Obligations, the title to any such Collateral, or any portion thereof, shall be held in the name of ~~the~~ Administrative Agent or a nominee or ~~Subsidiary~~ subsidiary of ~~the~~ Administrative Agent, as ~~“Administrative Agent”~~administrative agent, for the ratable benefit of all ~~Lenders~~Lenders and the Specified Derivatives Providers. ~~The~~ Administrative Agent shall prepare a recommended course of action for such Collateral (a “Post-Foreclosure Plan”), which shall be subject to the approval of the Requisite Lenders. In accordance with the approved Post-Foreclosure Plan, ~~the~~ Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral acquired, and shall administer all transactions relating thereto, including employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Collateral, and the collecting of rents and other sums from such Collateral and paying the expenses of such Collateral. Actions taken by ~~the~~ Administrative Agent with respect to the Collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender ~~will~~ shall contribute its share (based on its Pro Rata Share) of all reasonable costs and expenses incurred by ~~the~~ Administrative Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. In addition, ~~the~~ Administrative Agent shall render or cause to be rendered to each ~~Lender~~Lender and each Specified Derivatives Provider, on a monthly basis, an income and expense statement for such Collateral, and each Lender shall promptly contribute its Pro Rata Share of any operating loss for such Collateral, and such other expenses and operating reserves as ~~the~~ Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is net operating income from such Collateral, ~~the~~ Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the ~~Lender~~Lenders and the Specified Derivatives Providers. All such distributions shall be made to the Lenders in accordance with their respective Pro Rata Shares. The Lenders and the Specified Derivatives Providers acknowledge and agree that if title to any Collateral is obtained by ~~the~~ Administrative Agent or its nominee, such Collateral will not be held as a permanent investment but ~~will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11,~~ will be liquidated and the proceeds of such liquidation will be distributed in accordance with Section 10.5 as soon as practicable. ~~The~~ Administrative Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to the ~~Lenders~~Lenders and the Specified Derivatives Providers. Any purchase money ~~Mortgage~~ mortgage or deed of trust taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name ~~the~~ Administrative Agent, as Administrative Agent for the Lenders, as the beneficiary or mortgagee. In such case, ~~the~~ Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money ~~Mortgage~~ mortgage or deed of trust defining the rights of the Lenders in the same Pro Rata Shares as provided hereunder, which agreement shall be in all material respects similar to this Article XI insofar as the same is appropriate or applicable.

Appears in 2 contracts

Samples: Joinder Agreement (RREEF Property Trust, Inc.), Joinder Agreement (RREEF Property Trust, Inc.)

Post-Foreclosure Plans. If all or any portion of the Collateral is acquired by the Administrative Agent as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the Obligations and/or Specified Derivatives Obligations, the title to any such Collateral, or any portion thereof, shall be held in the name of the Administrative Agent or a nominee or Subsidiary of the Administrative Agent, as ~~“Administrative Agent”~~administrative agent, for the ratable benefit of all Lenders, the Issuing Bank and the Specified Derivatives Providers. The Administrative Agent shall prepare a recommended course of action for such Collateral (a “Post-Foreclosure Plan”), which shall be subject to the approval of the Requisite Lenders. In accordance with the approved Post-Foreclosure Plan, the Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral acquired, and shall administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Collateral, and the collecting of rents and other sums from such Collateral and paying the expenses of such Collateral. Actions taken by the Administrative Agent with respect to the Collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its ~~Pro Rata Share~~Commitment Percentage) of all reasonable costs and expenses incurred by the Administrative Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. In addition, the Administrative Agent shall render or cause to be rendered to each Lender, the Issuing Bank and each Specified Derivatives Provider, on a monthly basis, an income and expense statement for such Collateral, and each Lender shall promptly contribute its ~~Pro Rata Share~~ Commitment Percentage of any operating loss for such Collateral, and such other expenses and operating reserves as the Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is ~~net operating income~~ Net Operating Income from such Collateral, the Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the ~~Lender~~Lenders, the Issuing Bank and the Specified Derivatives Providers. All such distributions shall be made to the Lenders in accordance with their respective ~~Pro Rata Shares~~Commitment Percentages. The ~~Lenders~~ Lenders, the Issuing Bank and the Specified Derivatives Providers acknowledge and agree that if title to any Collateral is obtained by the Administrative Agent or its nominee, such Collateral will not be held as a permanent investment but ~~will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11,~~ will be liquidated and the proceeds of such liquidation will be distributed in accordance with Section ~~10.5~~ 11.5 as soon as practicable. The Administrative Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to the Lenders, the Issuing Bank and the Specified Derivatives Providers. Any purchase money ~~Mortgage~~ mortgage or deed of trust taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name the Administrative Agent, as Administrative Agent for the Lenders, as the beneficiary or mortgagee. In such case, the Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money ~~Mortgage~~ mortgage or deed of trust defining the rights of the Lenders in the same ~~Pro Rata Shares~~ Commitment Percentages as provided hereunder, which agreement shall be in all material respects similar to this Article XI insofar as the same is appropriate or applicable.

Appears in 2 contracts

Samples: Credit Agreement (American Realty Capital Properties, Inc.), Option and Subordination Agreement (CapLease, Inc.)

Post-Foreclosure Plans. If all or any portion of the ~~Collateral~~ Property is acquired by ~~the~~ Administrative Agent as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the ~~Obligations~~Debt, the title to ~~any such Collateral~~the Property, or any portion thereof, shall be held in the name of ~~the~~ Administrative Agent or a nominee or ~~Subsidiary~~ subsidiary of ~~the~~ Administrative Agent, as ~~“Administrative Agent”~~agent, for the ratable benefit of all Lenders. ~~The~~ Administrative Agent shall prepare a recommended course of action for ~~such Collateral~~ the Property (a “Post-Foreclosure Plan”), which shall be subject to the approval of the Requisite Lenders. In accordance with the approved Post-Foreclosure Plan, ~~the~~ Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the ~~Collateral~~ Property acquired, and shall administer all transactions relating thereto, including, without limitation, employing a property manager, leasing agent and other agents, contractors and employees, including agents for the sale of ~~such Collateral~~the Property, and the collecting of ~~rents~~ Rents and other sums from ~~such Collateral~~ the Property and paying the expenses of such ~~Collateral~~Property. Actions taken by ~~the~~ Administrative Agent with respect to the ~~Collateral~~Property, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its ~~share (based on its~~ Pro Rata ~~Share)~~ Share of all reasonable costs and expenses incurred by ~~the~~ Administrative Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of ~~such Collateral~~the Property. In addition, ~~the~~ Administrative Agent shall render or cause to be rendered to each Lender, on a monthly basis, an income and expense statement for ~~such Collateral~~the Property, and each Lender shall promptly (but no later than five (5) Business Days from receipt of such statement) contribute its Pro Rata Share of any operating loss for ~~such Collateral~~the Property, and such other expenses and operating reserves as ~~the~~ Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is net operating income from ~~such Collateral~~the Property, ~~the~~ Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the ~~Lender~~Lenders. All such distributions shall be made to the Lenders in accordance with their respective Pro Rata Shares. The Lenders acknowledge and agree that if title to ~~any Collateral~~ the Property is obtained by ~~the~~ Administrative Agent or its nominee, ~~such Collateral~~ the Property will not be held as a permanent investment but ~~will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11,~~ will be liquidated ~~and the proceeds of such liquidation will be distributed in accordance with Section 10.5~~ as soon as practicable. ~~The~~ Administrative Agent shall undertake to sell ~~such Collateral~~the Property, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to the Lenders. Any purchase money ~~Mortgage~~ mortgage or deed of trust taken in connection with the disposition of ~~such Collateral~~ the Property in accordance with the immediately preceding sentence shall name ~~the~~ Administrative Agent, as ~~Administrative Agent~~ agent for the Lenders, as the beneficiary or mortgagee. In such case, ~~the~~ Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money ~~Mortgage~~ mortgage or deed of trust defining the rights of the Lenders in the same Pro Rata Shares as provided hereunder, which agreement shall be in all material respects similar to this Article XI insofar as the same is appropriate or applicable.

Appears in 2 contracts

Samples: Loan Agreement (Excel Trust, L.P.), Loan Agreement (Excel Trust, L.P.)

Post-Foreclosure Plans. If Subject, at all times, to the terms of the Intercreditor Agreement, if all or any portion of the Collateral is acquired by the Administrative Agent as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the ~~Obligations~~Obligations of the Borrower hereunder, the title to any such Collateral, or any portion thereof, shall be held in the name of the Administrative Agent or a nominee or ~~Subsidiary~~ subsidiary of the Administrative Agent, as ~~“Administrative Agent”~~agent, for the ratable benefit of all Lenders, or in any entity co-owned by the Lenders as determined by the Administrative Agent. The Administrative Agent shall prepare a recommended course of action for such Collateral (a “Post-Foreclosure Plan”), which shall be subject to the approval of the Requisite Lenders. In the event that the Administrative Agent does not obtain the approval of the Requisite Lenders to such Post-Foreclosure Plan, any Lender shall be permitted to submit an alternative Post-Foreclosure Plan to the Administrative Agent, and the Administrative Agent shall submit any and all such additional Post-Foreclosure Plan(s) to the Lenders for evaluation and the approval by the Requisite Lenders. In accordance with the approved Post-Foreclosure Plan, the Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral acquired, and shall administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Collateral, and the collecting of rents and other sums from such Collateral and paying the expenses of such Collateral. Actions taken by the Administrative Agent with respect to the Collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its Pro Rata Share) of all reasonable costs and expenses incurred by the Administrative Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. In addition, the Administrative Agent shall render or cause to be rendered to each Lender, on a monthly basis, an income and expense statement for such Collateral, and each Lender shall promptly contribute its Pro Rata Share of any operating loss for such Collateral, and such other expenses and operating reserves as the Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is net operating income from such Collateral, the Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the ~~Lender~~Lenders. All such distributions shall be made to the Lenders in accordance with their respective Pro Rata Shares. The Lenders acknowledge and agree that if title to any Collateral is obtained by the Administrative Agent or its nominee, such Collateral will not be held as a permanent investment but ~~will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11,~~ will be liquidated ~~and the proceeds of such liquidation will be distributed in accordance with Section 10.5~~ as soon as practicable. The Administrative Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to the Lenders. Any purchase money ~~Mortgage~~ mortgage or deed of trust taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name the Administrative Agent, as ~~Administrative Agent~~ agent for the Lenders, as the beneficiary or mortgagee. In such case, the Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money ~~Mortgage~~ mortgage or deed of trust defining the rights of the Lenders in the same Pro Rata Shares as provided hereunder, which agreement shall be in all material respects similar to this Article XI insofar as the same is appropriate or applicable.

Appears in 2 contracts

Samples: Intercreditor Agreement (Pennsylvania Real Estate Investment Trust), Intercreditor Agreement (Pennsylvania Real Estate Investment Trust)

Post-Foreclosure Plans. (a) If all or any portion of the ~~Collateral~~ collateral for the Loan is acquired by ~~the~~ Administrative Agent as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the ~~Obligations~~obligations under the Loan Documents, the title to any such ~~Collateral~~collateral, or any portion thereof, shall be held in the name of ~~the~~ Administrative Agent or a nominee or ~~Subsidiary~~ Affiliate of ~~the~~ Administrative Agent, as ~~“Administrative Agent”~~agent, for the ratable benefit of ~~all Lenders~~the Banks in accordance with their respective Pro Rata Shares. ~~The~~ Administrative Agent and the Banks hereby expressly waive and relinquish any right of partition with respect to any collateral so acquired. After any collateral is acquired, Administrative Agent may appoint and retain one or more persons or entities experienced in the management, leasing, sale and/or dispositions of similar properties. After consulting with such person(s) or entity(ies), if any, Administrative Agent shall prepare a recommended course of action for such ~~Collateral~~ collateral (a “Post-Foreclosure Plan”), which shall be subject to the approval of ~~the Requisite Lenders~~Required Banks. In accordance with the approved Post-Foreclosure Plan, ~~the~~ Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the ~~Collateral~~ collateral acquired, and shall administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such ~~Collateral~~collateral, and the collecting of rents and other sums from such ~~Collateral~~ collateral and paying the expenses of such ~~Collateral~~collateral. Actions taken by ~~the~~ Administrative Agent with respect to the ~~Collateral~~collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of ~~the Requisite Lenders~~ Required Banks by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its Pro Rata Share) of all reasonable costs and expenses incurred by the Administrative Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. In addition, the Administrative Agent shall render or cause to be rendered to each Lender, on a monthly basis, an income and expense statement for such Collateral, and each Lender shall promptly contribute its Pro Rata Share of any operating loss for such Collateral, and such other expenses and operating reserves as the Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is net operating income from such Collateral, the Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the Lender. All such distributions shall be made to the Lenders in accordance with their respective Pro Rata Shares. The Lenders acknowledge and agree that if title to any Collateral is obtained by the Administrative Agent or its nominee, such Collateral will not be held as a permanent investment but will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11, be liquidated and the proceeds of such liquidation will be distributed in accordance with Section 10.5 as soon as practicable. The Administrative Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to the Lenders. Any purchase money Mortgage taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name the Administrative Agent, as Administrative Agent for the Lenders, as the beneficiary or mortgagee. In such case, the Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money Mortgage defining the rights of the Lenders in the same Pro Rata Shares as provided hereunder, which agreement shall be in all material respects similar to this Article XI insofar as the same is appropriate or applicable.

Appears in 2 contracts

Samples: Syndicated Term Loan Agreement (Strategic Storage Trust VI, Inc.), Syndicated Term Loan Agreement (Strategic Storage Trust VI, Inc.)

Post-Foreclosure Plans. If all or any portion of the Collateral is acquired by the Administrative Agent as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the ~~Obligations~~obligations of Borrower hereunder, the title to any such Collateral, or any portion thereof, shall be held in the name of the Administrative Agent or a nominee or ~~Subsidiary~~ subsidiary of the Administrative Agent, as ~~“Administrative Agent”~~agent, for the ratable benefit of all Lenders. The Administrative Agent shall prepare a recommended course of action for such Collateral (a “"Post-Foreclosure Plan”"), which shall be subject to the approval of the Requisite Lenders. In accordance with the approved Post-Foreclosure Plan, the Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral acquired, and shall administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent ws4E6.tmp 30 and other agents, contractors and employees, including agents for the sale of such Collateral, and the collecting of rents and other sums from such Collateral and paying the expenses of such Collateral. Actions taken by the Administrative Agent with respect to the Collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its Pro Rata Share) of all reasonable costs and expenses incurred by the Administrative Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. In addition, the Administrative Agent shall render or cause to be rendered to each Lender, on a monthly basis, an income and expense statement for such Collateral, and each Lender shall promptly contribute its Pro Rata Share of any operating loss for such Collateral, and such other expenses and operating reserves as the Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is net operating income from such Collateral, the Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the ~~Lender~~Lenders. All such distributions shall be made to the Lenders in accordance with their respective Pro Rata Shares. The Lenders acknowledge and agree that if title to any Collateral is obtained by the Administrative Agent or its nominee, such Collateral will not be held as a permanent investment but ~~will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11,~~ will be liquidated ~~and the proceeds of such liquidation will be distributed in accordance with Section 10.5~~ as soon as practicable. The Administrative Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to the Lenders. Any purchase money ~~Mortgage~~ mortgage or deed of trust taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name the Administrative Agent, as ~~Administrative Agent~~ agent for the Lenders, as the beneficiary or mortgagee. In such case, the Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money ~~Mortgage~~ mortgage or deed of trust defining the rights of the Lenders in the same Pro Rata Shares as provided hereunder, which agreement shall be in all material respects similar to this Article XI insofar as the same is appropriate or applicable.

Appears in 2 contracts

Samples: Loan Agreement (CBL & Associates Properties Inc), Loan Agreement (CBL & Associates Properties Inc)

Post-Foreclosure Plans. If all or any portion of the Collateral is acquired by the ~~Administrative~~ Collateral Agent as a result of a foreclosure or the acceptance of an assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the Pari Passu Guaranteed Obligations, the title to any such Collateral, or any portion thereof, shall be held in the name of the ~~Administrative~~ Collateral Agent or a nominee or Subsidiary of the ~~Administrative~~ Collateral Agent, as “~~Administrative~~ Collateral Agent”, for the ratable benefit of ~~all Lenders~~the holders of Pari Passu Guaranteed Obligations. The ~~Administrative~~ Collateral Agent shall prepare a recommended course of action for such Collateral (a “Post-Foreclosure Plan”), which shall be subject to the approval of the ~~Requisite~~ Specified Lenders. In accordance with the approved Post-Foreclosure Plan, the ~~Administrative~~ Collateral Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral acquired, and shall administer all transactions relating thereto, including agents for the sale of such Collateral, and the collecting of rents and other sums from such Collateral and paying the expenses of such Collateral. Actions taken by the ~~Administrative~~ Collateral Agent with respect to the Collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the ~~Requisite~~ Specified Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its Pro Rata ~~Share~~Share (as defined in the applicable Credit Agreement)) of all reasonable costs and expenses incurred by the ~~Administrative~~ Collateral Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. In addition, the ~~Administrative~~ Collateral Agent shall render or cause to be rendered to each Lender, on a monthly basis, an income and expense statement for such Collateral, and each Lender shall promptly contribute its Pro Rata Share of any operating loss for such Collateral, and such other expenses and operating reserves as the ~~Administrative~~ Collateral Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is net operating income from such Collateral, the ~~Administrative~~ Collateral Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the ~~Lender~~Lenders. All such distributions shall be made to the Lenders in accordance with their respective Pro Rata Shares. The ~~Lenders~~ Secured Parties acknowledge and agree that if title to any Collateral is obtained by the ~~Administrative~~ Collateral Agent or its nominee, such Collateral will not be held as a permanent investment but will, consistent with and subject to the requirements of Section ~~11.10~~ 5.1 and this Section ~~11.11~~5.2, be liquidated and the proceeds of such liquidation will be distributed in accordance with Section ~~10.5~~ 3.5(b) as soon as practicable. The ~~Administrative~~ Collateral Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the ~~Requisite~~ Specified Lenders reasonably shall determine to be most advantageous to the ~~Lenders~~holders of Pari Passu Guaranteed Obligations. Any purchase money Mortgage taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name the ~~Administrative~~ Collateral Agent, as ~~Administrative Agent~~ collateral agent for the ~~Lenders~~holders of Pari Passu Guaranteed Obligations, as the beneficiary or mortgagee. In such case, the ~~Administrative~~ Collateral Agent and the ~~Lenders~~ holders of Pari Passu Guaranteed Obligations shall enter into an agreement with respect to such purchase money Mortgage defining the rights of the ~~Lenders~~ holders of Pari Passu Guaranteed Obligations in the same Pro Rata Shares as provided hereunder, which agreement shall be in all material respects similar to this Article XI 5 insofar as the same is appropriate or applicable.

Appears in 2 contracts

Samples: Term Loan Agreement (Diversified Healthcare Trust), Signature (Diversified Healthcare Trust)

Post-Foreclosure Plans. If all or any portion of the Collateral is acquired by the Administrative Agent as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the Obligations, the title to any such Collateral, or any portion thereof, shall be held in the name of the Administrative Agent or a nominee or Subsidiary of the Administrative Agent, as “Administrative Agent”, for the ratable benefit of all Lenders. The Administrative Agent shall prepare a recommended course of action for such Collateral (a “Post-Foreclosure Plan”), which shall be subject to the approval of the Requisite Lenders. In accordance with the approved Post-Foreclosure Plan, the Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral acquired, and shall administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Collateral, and the collecting of ~~rents~~ rents, revenues and other sums from such Collateral and paying the expenses of such Collateral. Actions taken by the Administrative Agent with respect to the Collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its Pro Rata Share) of all reasonable costs and expenses incurred by the ~~Administrative Agent~~ administrative agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. In addition, the Administrative Agent shall render or cause to be rendered to each Lender, on a monthly basis, an income and expense statement for such Collateral, and each Lender shall promptly contribute its Pro Rata Share of any operating loss for such Collateral, and such other expenses and operating reserves as the Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is ~~net operating income~~ Net Operating Income from such ~~Collateral~~Collateral (after establishment of reserves in accordance with the Post-Foreclosure Plan), the Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the ~~Lender~~Lenders. All such distributions shall be made to the Lenders in accordance with their respective Pro Rata Shares. The Lenders acknowledge and agree that if title to any Collateral is obtained by the Administrative Agent or its nominee, such Collateral will not be held as a permanent investment but ~~will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11,~~ will be liquidated and the proceeds of such liquidation will be distributed in accordance with Section ~~10.5~~ 11.5 as soon as practicable. The Administrative Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to the Lenders. Any purchase money ~~Mortgage~~ mortgage or deed of trust taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name the Administrative Agent, as Administrative Agent for the Lenders, as the beneficiary or mortgagee. In such case, the Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money ~~Mortgage~~ mortgage or deed of trust defining the rights of the Lenders in the same Pro Rata Shares as provided hereunder, which agreement shall be in all material respects similar to this Article XI insofar as the same is appropriate or applicable.

Appears in 1 contract

Samples: Loan Agreement (Chesapeake Lodging Trust)

Post-Foreclosure Plans. If all or any portion of the Collateral is acquired by the Administrative Agent as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the Obligations and/or Specified Derivatives Obligations, the title to any such Collateral, or any portion thereof, shall be held in the name of the Administrative Agent or a nominee or Subsidiary of the Administrative Agent, as “Administrative Agent”, for the ratable benefit of all Lenders, the Issuing Bank and the Specified Derivatives Providers. The Administrative Agent shall prepare a recommended course of action for such Collateral (a “Post-Foreclosure Plan”), which shall be subject to the approval of the Requisite Lenders. In accordance with the approved Post-Foreclosure Plan, the Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral acquired, and shall administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Collateral, and the collecting of rents and other sums from such Collateral and paying the expenses of such Collateral. Actions taken by the Administrative Agent with respect to the Collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its Pro Rata Share) of all reasonable costs and expenses incurred by the Administrative Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. In addition, the Administrative Agent shall render or cause to be rendered to each Lender, the Issuing Bank and each Specified Derivatives Provider, on a monthly basis, an income and expense statement for such Collateral, and each Lender shall promptly contribute its Pro Rata Share of any operating loss for such Collateral, and such other expenses and operating reserves as the Administrative Agent shall deem reasonably - 106 - necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is net operating income from such Collateral, the Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the ~~Lender~~Lenders, the Issuing Bank and the Specified Derivatives Providers. All such distributions shall be made to the Lenders in accordance with their respective Pro Rata Shares. The ~~Lenders~~ Lenders, the Issuing Bank and the Specified Derivatives Providers acknowledge and agree that if title to any Collateral is obtained by the Administrative Agent or its nominee, such Collateral will not be held as a permanent investment but ~~will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11,~~ will be liquidated and the proceeds of such liquidation will be distributed in accordance with Section ~~10.5~~ 11.5 as soon as practicable. The Administrative Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to the Lenders, the Issuing Bank and the Specified Derivatives Providers. Any purchase money ~~Mortgage~~ mortgage or deed of trust taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name the Administrative Agent, as Administrative Agent for the Lenders, as the beneficiary or mortgagee. In such case, the Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money ~~Mortgage~~ mortgage or deed of trust defining the rights of the Lenders in the same Pro Rata Shares as provided hereunder, which agreement shall be in all material respects similar to this Article XI insofar as the same is appropriate or applicable.

Appears in 1 contract

Samples: Credit Agreement (LGI Homes, Inc.)

Appears in 1 contract

Samples: Credit Agreement (Four Springs Capital Trust)

Post-Foreclosure Plans. If all or any portion of the Collateral is acquired by ~~the~~ Administrative Agent as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the ~~Obligations~~obligations of Borrower and/or Operating Lessee hereunder, the title to any such Collateral, or any portion thereof, shall be held in the name of ~~the~~ Administrative Agent or a nominee or ~~Subsidiary~~ subsidiary of ~~the~~ Administrative Agent, as ~~“Administrative Agent”~~agent, for the ratable benefit of all Lenders. ~~The~~ Administrative Agent shall prepare a recommended course of action for such Collateral (a “Post-Foreclosure Plan”), which shall be subject to the approval of the Requisite Lenders. In accordance with the approved Post-Foreclosure Plan, ~~the~~ Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral acquired, and shall administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Collateral, and the collecting of rents and other sums from such Collateral and paying the expenses of such Collateral. Actions taken by ~~the~~ Administrative Agent with respect to the Collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its Pro Rata Share) of all reasonable costs and expenses incurred by ~~the~~ Administrative Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. In addition, ~~the~~ Administrative Agent shall render or cause to be rendered to each Lender, on a monthly basis, an income and expense statement for such Collateral, and each Lender shall promptly contribute its Pro Rata Share of any operating Loan No. 1013851 loss for such Collateral, and such other expenses and operating reserves as ~~the~~ Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is net operating income from such Collateral, ~~the~~ Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the ~~Lender~~Lenders. All such distributions shall be made to the Lenders in accordance with their respective Pro Rata Shares. The Lenders acknowledge and agree that if title to any Collateral is obtained by ~~the~~ Administrative Agent or its nominee, such Collateral will not be held as a permanent investment but ~~will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11,~~ will be liquidated ~~and the proceeds of such liquidation will be distributed in accordance with Section 10.5~~ as soon as practicable. ~~The~~ Administrative Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to the Lenders. Any purchase money ~~Mortgage~~ mortgage or deed of trust taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name ~~the~~ Administrative Agent, as ~~Administrative Agent~~ agent for the Lenders, as the beneficiary or mortgagee. In such case, ~~the~~ Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money ~~Mortgage~~ mortgage or deed of trust defining the rights of the Lenders in the same Pro Rata Shares as provided hereunder, which agreement shall be in all material respects similar to this Article XI insofar as the same is appropriate or applicable.

Appears in 1 contract

Samples: Loan Agreement (Ryman Hospitality Properties, Inc.)

Post-Foreclosure Plans. (a) If all or any portion of the Collateral is acquired by ~~the~~ Administrative Agent or a nominee or Affiliate of Administrative Agent as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the ~~Obligations~~Obligations under the Loan Documents, the title to any such Collateral, or any portion thereof, shall be held in the name of ~~the~~ Administrative Agent or a nominee or ~~Subsidiary~~ Affiliate of ~~the~~ Administrative Agent, as ~~“Administrative Agent”~~agent, for Administrative Agent and the ratable benefit of all ~~Lenders~~Lenders in accordance with their respective Commitment Percentage. ~~The~~ Administrative Agent and all Lenders hereby expressly waive and relinquish any right of partition with respect to any Collateral so acquired. After any Collateral is acquired, Administrative Agent may appoint and retain one or more Persons experienced in the management, leasing, sale and/or dispositions of similar properties. After consulting with such Person(s), if any, Administrative Agent shall prepare a recommended course of action for such Collateral (a “Post-Foreclosure Plan”), which shall be subject to the approval of the ~~Requisite~~ Required Lenders. In accordance with the approved Post-Foreclosure Plan, ~~the~~ Administrative Agent or a nominee or Affiliate of Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral acquired, and shall administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Collateral, and the collecting of rents and other sums from such Collateral and paying the expenses of such Collateral. Actions taken by ~~the~~ Administrative Agent or a nominee or Affiliate of Administrative Agent with respect to the Collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the ~~Requisite~~ Required Lenders by way of a supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its Pro Rata Share) of all reasonable costs and expenses incurred by the Administrative Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. In addition, the Administrative Agent shall render or cause to be rendered to each Lender, on a monthly basis, an income and expense statement for such Collateral, and each Lender shall promptly contribute its Pro Rata Share of any operating loss for such Collateral, and such other expenses and operating reserves as the Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is net operating income from such Collateral, the Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the Lender. All such distributions shall be made to the Lenders in accordance with their respective Pro Rata Shares. The Lenders acknowledge and agree that if title to any Collateral is obtained by the Administrative Agent or its nominee, such Collateral will not be held as a permanent investment but will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11, be liquidated and the proceeds of such liquidation will be distributed in accordance with Section 10.5 as soon as practicable. The Administrative Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to the Lenders. Any purchase money Mortgage taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name the Administrative Agent, as Administrative Agent for the Lenders, as the beneficiary or mortgagee. In such case, the Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money Mortgage defining the rights of the Lenders in the same Pro Rata Shares as provided hereunder, which agreement shall be in all material respects similar to this Article XI insofar as the same is appropriate or applicable.

Appears in 1 contract

Samples: Loan and Security Agreement (FrontView REIT, Inc.)

Post-Foreclosure Plans. If all or any portion of the Collateral is acquired by the Administrative Agent as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the ~~Obligations~~Obligations and/or the obligations under the Specified Derivatives Contracts, the title to any such Collateral, or any portion thereof, shall be held in the name of the Administrative Agent or a nominee or Subsidiary of the Administrative Agent, as “Administrative Agent”, for the ratable benefit of all Lenders, the Issuing Banks and the Specified Derivatives Providers. The Administrative Agent shall prepare a recommended course of action for such Collateral (a “Post-Foreclosure Plan”), which shall be subject to the approval of the Requisite Lenders. In accordance with the approved Post-Foreclosure Plan, the Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral acquired, and shall administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Collateral, and the collecting of rents and other sums from such Collateral and paying the expenses of such Collateral. Actions taken by the Administrative Agent with respect to the Collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its Pro Rata Share) of all reasonable costs and expenses incurred by the Administrative Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. In addition, the Administrative Agent shall render or cause to be rendered to each Lender, the Issuing Banks and each Specified Derivatives Provider, on a monthly basis, an income and expense statement for such Collateral, and each Lender shall promptly contribute its Pro Rata Share of any operating loss for such Collateral, and such other expenses and operating reserves as the Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is ~~net operating income~~ Net Operating Income from such Collateral, the Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the ~~Lender~~Lenders, the Issuing Banks and the Specified Derivatives Providers. All such distributions shall be made to the Lenders in accordance with their respective Pro Rata Shares. The ~~Lenders~~ Lenders, the Issuing Banks and the Specified Derivatives Providers acknowledge and agree that if title to any Collateral is obtained by the Administrative Agent or its nominee, such Collateral will not be held as a permanent investment but ~~will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11,~~ will be liquidated and the proceeds of such liquidation will be distributed in accordance with Section ~~10.5~~ 11.5. as soon as practicable. The Administrative Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to the Lenders, the Issuing Banks and the Specified Derivatives Providers. Any purchase money ~~Mortgage~~ mortgage or deed of trust taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name the Administrative Agent, as Administrative Agent for the Lenders, as the beneficiary or mortgagee. In such case, the Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money ~~Mortgage~~ mortgage or deed of trust defining the rights of the Lenders in the same Pro Rata Shares as provided hereunder, which agreement shall be in all material respects similar to this Article XI insofar as the same is appropriate or applicable.

Appears in 1 contract

Samples: Credit Agreement (Tier Reit Inc)

Post-Foreclosure Plans. If an Event of Default has occurred and is continuing, the Administrative Agent shall obtain an appraisal of the Property, and in connection with any foreclosure proceedings, the Administrative Agent shall make an initial credit bid and subsequent credit bids in amounts not to exceed the lesser of (a) the fair market value of the Property as reasonably determined by the Administrative Agent after taking into consideration such appraisal, and (b) the total outstanding amount of the Debt. If all or any portion of the ~~Collateral~~ Property is acquired by the Administrative Agent as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the ~~Obligations~~Debt, the title to ~~any such Collateral~~the Property, or any portion thereof, shall be held in the name of the Administrative Agent or a nominee or ~~Subsidiary~~ subsidiary of the Administrative Agent, as ~~“Administrative Agent”~~agent, for the ratable benefit of all Lenders. The Administrative Agent shall prepare a recommended course of action for ~~such Collateral~~ the Property (a “Post-Foreclosure Plan”), which shall be subject to the approval of the Requisite Lenders. In accordance with the approved Post-Foreclosure Plan, the Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the ~~Collateral~~ Property acquired, and shall administer all transactions relating thereto, including, without limitation, employing a property manager, leasing agent and other agents, contractors and employees, including agents for the sale of ~~such Collateral~~the Property, and the collecting of ~~rents~~ Rents and other sums from ~~such Collateral~~ the Property and paying the expenses of such ~~Collateral~~Property. Actions taken by the Administrative Agent with respect to the ~~Collateral~~Property, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its ~~share (based on its Pro Rata Share)~~ Percentage Share of all reasonable costs and expenses incurred by the Administrative Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of ~~such Collateral~~the Property. In addition, the Administrative Agent shall render or cause to be rendered to each Lender, on a monthly basis, an income and expense statement for ~~such Collateral~~the Property, and each Lender shall promptly (but no later than five (5) Business Days from receipt of such statement) contribute its ~~Pro Rata~~ Percentage Share of any operating loss for ~~such Collateral~~the Property, and such other expenses and operating reserves as the Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is net operating income from ~~such Collateral~~the Property, the Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the ~~Lender~~Lenders. All such distributions shall be made to the Lenders in accordance with their respective ~~Pro Rata~~ Percentage Shares. The Lenders acknowledge and agree that if title to ~~any Collateral~~ the Property is obtained by the Administrative Agent or its nominee, ~~such Collateral~~ the Property will not be held as a permanent investment but ~~will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11,~~ will be liquidated ~~and the proceeds of such liquidation will be distributed in accordance with Section 10.5~~ as soon as practicable. The Administrative Agent shall undertake to sell ~~such Collateral~~the Property, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to the Lenders. Any purchase money Mortgage taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name the Administrative Agent, as Administrative Agent for the Lenders, as the beneficiary or mortgagee. In such case, the Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money Mortgage defining the rights of the Lenders in the same Pro Rata Shares as provided hereunder, which agreement shall be in all material respects similar to this Article XI insofar as the same is appropriate or applicable.

Appears in 1 contract

Samples: Loan Agreement (Brookfield DTLA Fund Office Trust Investor Inc.)

Post-Foreclosure Plans. If all or any portion of the Collateral is acquired by the Administrative Agent as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the ~~Obligations~~obligations of Borrower and Owner hereunder, the title to any such Collateral, or any portion thereof, shall be held in the name of the Administrative Agent or a nominee or ~~Subsidiary~~ subsidiary of the Administrative Agent, as ~~“Administrative Agent”~~agent, for the ratable benefit of all Lenders. The Administrative Agent shall prepare a recommended course of action for such Collateral (a “Post-Foreclosure Plan”), which shall be subject to the approval of the Requisite Lenders. In accordance with the approved Post-Foreclosure Plan, the Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral acquired, and shall administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Collateral, and the collecting of rents and other sums from such Collateral and paying the expenses of such Collateral. Actions taken by the Administrative Agent with respect to the Collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its Pro Rata Share) of all reasonable costs and expenses incurred by the Administrative Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. In addition, the Administrative Agent shall render or cause to be rendered to each Lender, on a monthly basis, an income and expense statement for such Collateral, and each Lender shall promptly contribute its Pro Rata Share of any operating loss for such Collateral, and such other expenses and operating reserves as the Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is net operating income from such Collateral, the Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the ~~Lender~~Lenders. All such distributions shall be made to the Lenders in accordance with their respective Pro Rata Shares. The Lenders acknowledge and agree that if title to any Collateral is obtained by the Administrative Agent or its nominee, such Collateral will not be held as a permanent investment but ~~will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11,~~ will be liquidated ~~and the proceeds of such liquidation will be distributed in accordance with Section 10.5~~ as soon as practicable. The Administrative Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to the Lenders. Any purchase money ~~Mortgage~~ mortgage or deed of trust taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name the Administrative Agent, as ~~Administrative Agent~~ agent for the Lenders, as the beneficiary or mortgagee. In such case, the Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money ~~Mortgage~~ mortgage or deed of trust defining the rights of the Lenders in the same Pro Rata Shares as provided hereunder, which agreement shall be in all material respects similar to this Article XI insofar as the same is appropriate or applicable.

Appears in 1 contract

Samples: Revolving Loan Agreement (Columbia Equity Trust, Inc.)

Post-Foreclosure Plans. If all or any portion of the ~~Collateral~~ Property is acquired by the Administrative Agent as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the ~~Obligations~~Debt, the title to ~~any~~ such ~~Collateral~~Property, or any portion thereof, shall be held in the name of the Administrative Agent or a nominee or ~~Subsidiary~~ subsidiary of the Administrative Agent, as ~~“Administrative Agent”~~agent, for the ratable benefit of all Lenders. The Administrative Agent shall prepare a recommended course of action for ~~such Collateral~~ the Property (a “Post-Foreclosure Plan”), ~~which~~ and provide a copy of such Post Foreclosure Plan to each Lender. The Post-Foreclosure Plan shall be subject to the approval of the Requisite ~~Lenders~~Lenders 101 (which must include the approval of any Lender then acting as Administrative Agent). A Lender’s failure to raise an objection to a proposed Post-Foreclosure Plan within ten (10) Business Days of delivery by Administrative Agent to Lender of such Post-Foreclosure Plan shall be deemed to constitute Lender’s approval of such Post-Foreclosure Plan. In accordance with the approved Post-Foreclosure Plan, the Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the ~~Collateral~~ Property acquired, and shall administer all transactions relating thereto, including, without limitation, employing a property manager, leasing agent and other agents, contractors and employees, including agents for the sale of ~~such Collateral~~the Property, and the collecting of ~~rents~~ Rents and other sums from ~~such Collateral~~ the Property and paying the expenses of such ~~Collateral~~Property. Actions taken by the Administrative Agent with respect to the ~~Collateral~~Property, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders (which must include the consent of any Lender then acting as Administrative Agent) by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its ~~share (based on its~~ Pro Rata ~~Share)~~ Share of all reasonable costs and expenses incurred by the Administrative Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of ~~such Collateral~~the Property. In addition, the Administrative Agent shall render or cause to be rendered to each Lender, on a monthly basis, an income and expense statement for ~~such Collateral~~the Property, and each Lender shall promptly (but no later than five (5) Business Days from receipt of such statement) contribute its Pro Rata Share of any operating loss for ~~such Collateral~~the Property, and such other expenses and operating reserves as the Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is net operating income from ~~such Collateral~~the Property, the Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the ~~Lender~~Lenders. All such distributions shall be made to the Lenders in accordance with their respective Pro Rata Shares. The Lenders acknowledge and agree that if title to ~~any Collateral~~ the Property is obtained by the Administrative Agent or its nominee, ~~such Collateral~~ the Property will not be held as a permanent investment but ~~will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11,~~ will be liquidated ~~and the proceeds of such liquidation will be distributed in accordance with Section 10.5~~ as soon as practicable. The Administrative Agent shall undertake to sell ~~such Collateral~~the Property, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine (which must include the consent of any Lender then acting as Administrative Agent) to be most advantageous to the Lenders. Any purchase money ~~Mortgage~~ mortgage or deed of trust taken in connection with the disposition of ~~such Collateral~~ the Property in accordance with the immediately preceding sentence shall name the Administrative Agent, as ~~Administrative Agent~~ agent for the Lenders, as the beneficiary or mortgagee. In such case, the Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money ~~Mortgage~~ mortgage or deed of trust defining the rights of the Lenders in the same Pro Rata Shares as provided hereunder, which agreement shall be in all material respects similar to this Article XI 11 insofar as the same is appropriate or applicable.

Appears in 1 contract

Samples: Loan Agreement (Cole Credit Property Trust III, Inc.)

Post-Foreclosure Plans. If an Event of Default has occurred and is continuing, the Administrative Agent shall obtain an appraisal of the Property, and in connection with any foreclosure proceedings, the Administrative Agent shall make an initial credit bid and subsequent credit bids in amounts not to exceed the lesser of (a) the fair market value of the Property as reasonably determined by the Administrative Agent after taking into consideration such appraisal, and (b) the total outstanding amount of the Debt. If all or any portion of the ~~Collateral~~ Property is acquired by the Administrative Agent as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the ~~Obligations~~Debt, the title to ~~any such Collateral~~the Property, or any portion thereof, shall be held in the name of the Administrative Agent or a nominee or ~~Subsidiary~~ subsidiary of the Administrative Agent, as ~~“Administrative Agent”~~agent, for the ratable benefit of all Lenders. The Administrative Agent shall prepare a recommended course of action for ~~such Collateral~~ the Property (a “Post-Foreclosure Plan”), which shall be subject to the approval of the Requisite Lenders. In accordance with the approved Post-Foreclosure Plan, the Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the ~~Collateral~~ Property acquired, and shall administer all transactions relating thereto, including, without limitation, employing a property manager, leasing agent and other agents, contractors and employees, including agents for the sale of ~~such Collateral~~the Property, and the collecting of ~~rents~~ Rents and other sums from ~~such Collateral~~ the Property and paying the expenses of such ~~Collateral~~Property. Actions taken by the Administrative Agent with respect to the ~~Collateral~~Property, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its ~~share (based on its Pro Rata Share)~~ Percentage Share of all reasonable costs and expenses incurred by the Administrative Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of ~~such Collateral~~the Property. In addition, the Administrative Agent shall render or cause to be rendered to each Lender, on a monthly basis, an income and expense statement for ~~such Collateral~~the Property, and each Lender shall promptly (but no later than seven (7) Business Days from receipt of such statement) contribute its ~~Pro Rata~~ Percentage Share of any operating loss for ~~such Collateral~~the Property, and such other expenses and operating reserves as the Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is net operating income from ~~such Collateral~~the Property, the Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the ~~Lender~~Lenders. All such distributions shall be made to the Lenders in accordance with their respective ~~Pro Rata~~ Percentage Shares. The Lenders acknowledge and agree that if title to ~~any Collateral~~ the Property is obtained by the Administrative Agent or its nominee, ~~such Collateral~~ the Property will not be held as a permanent investment but ~~will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11,~~ will be liquidated ~~and the proceeds of such liquidation will be distributed in accordance with Section 10.5~~ as soon as practicable. The Administrative Agent shall undertake to sell ~~such Collateral~~the Property, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to the Lenders. Any purchase money Mortgage taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name the Administrative Agent, as Administrative Agent for the Lenders, as the beneficiary or mortgagee. In such case, the Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money Mortgage defining the rights of the Lenders in the same Pro Rata Shares as provided hereunder, which agreement shall be in all material respects similar to this Article XI insofar as the same is appropriate or applicable.

Appears in 1 contract

Samples: Loan Agreement (Brookfield DTLA Fund Office Trust Investor Inc.)

Post-Foreclosure Plans. (i) If all or any portion of the ~~Collateral~~ collateral for the Loan is acquired by ~~the~~ Administrative Agent as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the ~~Obligations~~obligations under the Loan Documents, the title to any such ~~Collateral~~collateral, or any portion thereof, shall be held in the name of ~~the~~ Administrative Agent or a nominee or ~~Subsidiary~~ Affiliate of ~~the~~ Administrative Agent, as ~~“Administrative Agent”~~agent, for the ratable benefit of ~~all Lenders~~Banks in accordance with their respective Pro Rata Shares. ~~The~~ Administrative Agent and Banks hereby expressly waive and relinquish any right of partition with respect to any collateral so acquired. After any collateral is acquired, Administrative Agent may appoint and retain one or more persons or entities experienced in the management, leasing, sale and/or dispositions of similar properties. After consulting with such person(s) or entity(ies), if any, Administrative Agent shall prepare a recommended course of action for such ~~Collateral~~ collateral (a “Post-Foreclosure Plan”), which shall be subject to the approval of ~~the Requisite Lenders~~Required Banks. In accordance with the approved Post-Foreclosure Plan, ~~the~~ Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the ~~Collateral~~ collateral acquired, and shall administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such ~~Collateral~~collateral, and the collecting of rents and other sums from such ~~Collateral~~ collateral and paying the expenses of such ~~Collateral~~collateral. Actions taken by ~~the~~ Administrative Agent with respect to the ~~Collateral~~collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of ~~the Requisite Lenders~~ Required Banks by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its Pro Rata Share) of all reasonable costs and expenses incurred by the Administrative Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. In addition, the Administrative Agent shall render or cause to be rendered to each Lender, on a monthly basis, an income and expense statement for such Collateral, and each Lender shall promptly contribute its Pro Rata Share of any operating loss for such Collateral, and such other expenses and operating reserves as the Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is net operating income from such Collateral, the Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the Lender. All such distributions shall be made to the Lenders in accordance with their respective Pro Rata Shares. The Lenders acknowledge and agree that if title to any Collateral is obtained by the Administrative Agent or its nominee, such Collateral will not be held as a permanent investment but will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11, be liquidated and the proceeds of such liquidation will be distributed in accordance with Section 10.5 as soon as practicable. The Administrative Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to the Lenders. Any purchase money Mortgage taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name the Administrative Agent, as Administrative Agent for the Lenders, as the beneficiary or mortgagee. In such case, the Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money Mortgage defining the rights of the Lenders in the same Pro Rata Shares as provided hereunder, which agreement shall be in all material respects similar to this Article XI insofar as the same is appropriate or applicable.

Appears in 1 contract

Samples: Syndicated Term Loan Agreement (Strategic Storage Trust IV, Inc.)

Post-Foreclosure Plans. If all or any portion of the Collateral is acquired by the Administrative Agent as a result of a foreclosure or the acceptance of an a deed, assignment or other transfer in lieu of foreclosure, or is retained in satisfaction of all or any part of the Obligations, the title to any such Collateral, or any portion thereof, shall be held in the name of the Administrative Agent or a nominee or Subsidiary of the Administrative Agent, as “Administrative Agent”, for the ratable benefit of all Lenders. The Administrative Agent shall prepare a recommended course of action for such Collateral (a “Post-Foreclosure Plan”), which shall be subject to the approval of the Requisite Lenders. In accordance with the approved Post-Foreclosure Plan, the Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral acquired, and shall administer all transactions relating thereto, including agents for the sale of such Collateral, and the collecting of rents and other sums from such Collateral and paying the expenses of such Collateral. Actions taken by the Administrative Agent with respect to the Collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its Pro Rata Share) of all reasonable costs and expenses incurred by the Administrative Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. In addition, the Administrative Agent shall render or cause to be rendered to each Lender, on a monthly basis, an income and expense statement for such Collateral, and each Lender shall promptly contribute its Pro Rata Share of any operating loss for such Collateral, and such other expenses and operating reserves as the Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is net operating income from such Collateral, the Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the Lender. All such distributions shall be made to the Lenders in accordance with their respective Pro Rata Shares. The Lenders acknowledge and agree that if title to any Collateral is obtained by the Administrative Agent or its nominee, such Collateral will not be held as a permanent investment but will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11, be liquidated and the proceeds of such liquidation will be distributed in accordance with Section 10.5 as soon as practicable. The Administrative Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to the Lenders. Any purchase money Mortgage taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name the Administrative Agent, as Administrative Agent for the Lenders, as the beneficiary or mortgagee. In such case, the Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money Mortgage defining the rights of the Lenders in the same Pro Rata Shares as provided hereunder, which agreement shall be in all material respects similar to this Article XI insofar as the same is appropriate or applicable.

Appears in 1 contract

Samples: Credit Agreement (Office Properties Income Trust)

Post-Foreclosure Plans. (a) If all or any portion of the Collateral is acquired by the ~~Administrative~~ Collateral Agent as a result of a foreclosure or the acceptance of an assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the Pari Passu Guaranteed Obligations, the title to any such Collateral, or any portion thereof, shall be held in the name of the ~~Administrative~~ Collateral Agent or a nominee or Subsidiary of the ~~Administrative~~ Collateral Agent, as “~~Administrative~~ Collateral Agent”, for the ratable benefit of ~~all Lenders~~the holders of Pari Passu Guaranteed Obligations. The ~~Administrative~~ Collateral Agent shall prepare a recommended course of action for such Collateral (a “Post-Foreclosure Plan”), which shall be subject to the approval of the Requisite Lenders. In accordance with the approved Post-Foreclosure Plan, the ~~Administrative~~ Collateral Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral acquired, and shall administer all transactions relating thereto, including agents for the sale of such Collateral, and the collecting of rents and other sums from such Collateral and paying the expenses of such Collateral. Actions taken by the ~~Administrative~~ Collateral Agent with respect to the Collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its Pro Rata Share) of all reasonable costs and expenses incurred by the ~~Administrative~~ Collateral Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. In addition, the ~~Administrative~~ Collateral Agent shall render or cause to be rendered to each Lender, on a monthly basis, an income and expense statement for such Collateral, and each Lender shall promptly contribute its Pro Rata Share of any operating loss for such Collateral, and such other expenses and operating reserves as the ~~Administrative~~ Collateral Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is net operating income from such Collateral, the ~~Administrative~~ Collateral Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the ~~Lender~~Lenders. All such distributions shall be made to the Lenders in accordance with their respective Pro Rata Shares. The Lenders acknowledge and agree that if title to any Collateral is obtained by the Administrative Agent or its nominee, such Collateral will not be held as a permanent investment but will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11, be liquidated and the proceeds of such liquidation will be distributed in accordance with Section 10.5 as soon as practicable. The Administrative Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to the Lenders. Any purchase money Mortgage taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name the Administrative Agent, as Administrative Agent for the Lenders, as the beneficiary or mortgagee. In such case, the Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money Mortgage defining the rights of the Lenders in the same Pro Rata Shares as provided hereunder, which agreement shall be in all material respects similar to this Article XI insofar as the same is appropriate or applicable.Rata

Appears in 1 contract

Samples: Credit Agreement (Diversified Healthcare Trust)

Post-Foreclosure Plans. If all or any portion of the Collateral is acquired by the Administrative Agent as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the Obligations and/or Specified Derivatives Obligations, the title to any such Collateral, or any portion thereof, shall be held in the name of the Administrative Agent or a nominee or Subsidiary of the Administrative Agent, as “Administrative Agent”, for the ratable benefit of all Lenders, the Issuing Banks and the Specified Derivatives Providers. The Administrative Agent shall prepare a recommended course of action for such Collateral (a “Post-Foreclosure Plan”), which shall be subject to the approval of the Requisite Lenders. In accordance with the approved Post-Foreclosure Plan, the Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral acquired, and shall administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Collateral, and the collecting of rents and other sums from such Collateral and paying the expenses of such Collateral. Actions taken by the Administrative Agent with respect to the Collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its Pro Rata Share) of all reasonable costs and expenses incurred by the Administrative Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. In addition, the Administrative Agent shall render or cause to be rendered to each Lender, the Issuing Banks and each Specified Derivatives Provider, on a monthly basis, an income and expense statement for such Collateral, and each Lender shall promptly contribute its Pro Rata Share of any operating loss for such Collateral, and such other expenses and operating reserves as the Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is ~~net operating income~~ Net Operating Income from such Collateral, the Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the ~~Lender~~Lenders, the Issuing Banks and the Specified Derivatives Providers. All such distributions shall be made to the Lenders in accordance with their respective Pro Rata Shares. The ~~Lenders~~ Lenders, the Issuing Banks and the Specified Derivatives Providers acknowledge and agree that if title to any Collateral is obtained by the Administrative Agent or its nominee, such Collateral will not be held as a permanent investment but ~~will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11,~~ will be liquidated and the proceeds of such liquidation will be distributed in accordance with Section ~~10.5~~ 11.5. as soon as practicable. The Administrative Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to the Lenders, the Issuing Banks and the Specified Derivatives Providers. Any purchase money ~~Mortgage~~ mortgage or deed of trust taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name the Administrative Agent, as Administrative Agent for the Lenders, as the beneficiary or mortgagee. In such case, the Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money ~~Mortgage~~ mortgage or deed of trust defining the rights of the Lenders in the same Pro Rata Shares as provided hereunder, which agreement shall be in all material respects similar to this Article XI insofar as the same is appropriate or applicable.

Appears in 1 contract

Samples: Credit Agreement (Tier Reit Inc)

Post-Foreclosure Plans. If all or any portion of the Collateral is acquired by the Administrative Agent as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the Obligations and/or Specified Derivatives Obligations, the title to any such Collateral, or any portion thereof, shall be held in the name of the Administrative Agent or a nominee or Subsidiary of the Administrative Agent, as “the Administrative Agent”, for the ratable benefit of all Lenders, the Issuing Bank and the Specified Derivatives Providers. The Administrative Agent shall prepare a recommended course of action for such Collateral (a “Post-Foreclosure Plan”), which shall be subject to the approval of the Requisite Lenders. In accordance with the approved Post-Foreclosure Plan, the Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral acquired, and shall administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Collateral, and the collecting of rents and other sums from such Collateral and paying the expenses of such Collateral. Actions taken by the Administrative Agent with respect to the Collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its Pro Rata Share) of all reasonable costs and expenses incurred by the Administrative Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. In addition, the Administrative Agent shall render or cause to be rendered to each Lender, the Issuing Bank and each Specified Derivatives Provider, on a monthly basis, an income and expense statement for such Collateral, and each Lender shall promptly contribute its Pro Rata Share of any operating loss for such Collateral, and such other expenses and operating reserves as the Administrative Agent shall deem reasonably 103 necessary pursuant to and in accordance with the approved Post-Foreclosure Plan; for the avoidance of doubt, with respect only to Collateral acquired by the Administrative Agent as a result of a foreclosure or the acceptance of a deed or assignment in lieu of foreclosure, or that is retained in satisfaction of all or any part of the Obligations and/or Specified Derivatives Obligations, the parties agree that the Borrower shall have no obligation to reimburse the Administrative Agent or any Lender for all or any part of any such operating loss, other expenses or operating reserves. To the extent there is net operating income from such Collateral, the Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the ~~Lender~~Lenders, the Issuing Bank and the Specified Derivatives Providers; for the avoidance of doubt, the parties agree that the Borrower shall have no right to any portion of such income. All such distributions shall be made to the Lenders in accordance with their respective Pro Rata Shares. The ~~Lenders~~ Lenders, the Issuing Bank and the Specified Derivatives Providers acknowledge and agree that if title to any Collateral is obtained by the Administrative Agent or its nominee, such Collateral will not be held as a permanent investment but ~~will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11,~~ will be liquidated and the proceeds of such liquidation will be distributed in accordance with Section ~~10.5~~ 11.5 as soon as practicable, as if such proceeds were the proceeds of the Loan Documents. The Administrative Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to the Lenders, the Issuing Bank and the Specified Derivatives Providers. Any purchase money ~~Mortgage~~ mortgage or deed of trust taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name the Administrative Agent, as the Administrative Agent for the Lenders, as the beneficiary or mortgagee. In such case, the Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money ~~Mortgage~~ mortgage or deed of trust defining the rights of the Lenders in the same Pro Rata Shares as provided hereunder, which agreement shall be in all material respects similar to this Article XI insofar as the same is appropriate or applicable.

Appears in 1 contract

Samples: Credit Agreement (LGI Homes, Inc.)

Post-Foreclosure Plans. If all or any portion of the Collateral is acquired by the Administrative Agent with the consent of the Requisite Lenders as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the Obligations, the title to any such Collateral, or any portion thereof, shall be held in ~~the name of~~ a newly formed Delaware limited liability company with the Administrative Agent or a nominee or ~~Subsidiary~~ subsidiary of the Administrative ~~Agent~~Agent acting as managing member or manager thereof and the Lenders or their nominees or subsidiaries as non-managing members in accordance with their respective Pro Rata Shares, which shall be governed by organizational documents which shall be subject to the prior written approval of the Lenders. The transfer rights of the Lenders as ~~“Administrative Agent”, for~~ set forth in this Agreement (or substantially similar transfer rights with such modifications as are reasonably appropriate with respect to being a member in a limited liability company) shall be included in the ~~ratable benefit~~ organizational documents of the title entity. The organizational documents of the title entity shall specify actions requiring the consent of the Requisite Lenders and all ~~Lenders~~Lenders consistent with the terms of this Agreement. The Administrative Agent shall prepare a recommended course of action for such Collateral (a “Post-Foreclosure Plan”), which shall be subject to the approval of the Requisite Lenders. In accordance with the approved Post-Foreclosure ~~Plan~~Plan and the organizational documents of the title entity, as applicable, the Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral acquired, and shall administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Collateral, and the collecting of rents and other sums from such Collateral and paying the expenses of such Collateral. Actions taken by the Administrative Agent with respect to the Collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure ~~Plan~~Plan or shall be governed by the organizational documents of the title entity, as applicable. Upon demand therefor from time to time, each Lender will contribute its share (based on its Pro Rata Share) of all reasonable costs and expenses incurred by the Administrative Agent pursuant to the approved Post-Foreclosure Plan or the organizational documents of the title entity, as applicable, in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral, provided that each Lender’s obligation to make such contributions shall be recourse only to its interest in the Loan or Collateral, as applicable. In addition, the Administrative Agent shall render or cause to be rendered to each Lender, on a monthly basis, an income and expense statement for such Collateral, and each Lender shall promptly contribute its Pro Rata Share of any operating loss for such Collateral, and such other expenses and operating reserves as the Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure ~~Plan~~Plan or the organizational documents of the title entity, as applicable, provided that each Lender’s obligation to make such contributions shall be recourse only to its interest in the Loan or Collateral, as applicable. To the extent there is net operating income from such Collateral, the Administrative Agent shall, in accordance with the approved ~~Post-~~Post Foreclosure Plan, determine the amount and timing of distributions to the ~~Lender~~Lenders, which – subject to appropriate reserves – shall be at least monthly. All such distributions shall be made to the Lenders in accordance with their respective Pro Rata ~~Shares~~Shares and in accordance with the organizational documents of the title entity, as applicable. The Lenders acknowledge and agree that if title to any Collateral is obtained by the Administrative Agent or its nominee, such Collateral will not be held as a permanent investment but ~~will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11,~~ will be liquidated and the proceeds of such liquidation will be distributed in accordance with Section ~~10.5~~ 11.2 as soon as practicable. The Administrative Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to the ~~Lenders~~Lenders and otherwise in accordance with the organizational documents of the title entity. Any purchase money ~~Mortgage~~ mortgage or deed of trust taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name the Administrative Agent, as Administrative Agent for the Lenders, as the beneficiary or mortgagee. In such case, the Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money ~~Mortgage~~ mortgage or deed of trust defining the rights of the Lenders in the same Pro Rata Shares as provided hereunder, which agreement shall be in all material respects similar to this Article XI insofar as the same is appropriate or applicable. Notwithstanding anything to the contrary contained herein, at the request of the Requisite Lenders, title to any Collateral shall be held in a newly formed single purpose tax transparent limited liability company or limited partnership with the Administrative Agent or any of its affiliates as managing member, manager or general partner, as applicable, and the Lenders or their affiliates as non-managing members or limited partners, as applicable, in accordance with their respective Pro-Rata Shares, and with distribution, subordination, control and other features substantially similar to those set forth for the Administrative Agent and the Lenders in this Agreement. In addition, the Administrative Agent may (and shall prior to foreclosure, deed in lieu of foreclosure or other method of taking title, to the Property or other Collateral) (a) cause such inspections of the Property or other Collateral to be made as it shall deem reasonable and prudent, and (b) obtain an updated environmental evaluation or site assessment of the Property prepared by an environmental engineering firm selected by the Administrative Agent. Each appraisal, inspection report and environmental evaluation (including interim drafts thereof, if any) shall promptly be provided to the Lenders after the Administrative Agent’s receipt thereof. If the environmental evaluation does not disclose any material contamination of the Property in question by Hazardous Materials or the substantial risk of such contamination or it discloses such an environmental problem and states that it may be remediated at a cost of not more than ten percent (10%) of the market value thereof, the Administrative Agent shall cause title to said Property to be taken by a title entity. Title shall not be taken by a title entity or otherwise without the prior consent of the Lenders if the environmental report discloses material contamination of the Property by Hazardous Materials or the substantial risk of such contamination and the Administrative Agent, based on such environmental evaluation, reasonably believes that the remediation thereof will cost more than ten percent (10%) of the market value of the Property. In addition, if the Administrative Agent is not permitted to cause title to the Property to be taken by a title entity as a result of environmental issues, the Administrative Agent (on behalf of the Lenders) may, with the prior written consent of all of the Lenders, abandon any interest in the Property.

Appears in 1 contract

Samples: Loan Agreement (Brookfield DTLA Fund Office Trust Investor Inc.)

Post-Foreclosure Plans. 114 If all or any portion of the Collateral is acquired by the Administrative Agent as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the Guaranteed Obligations, the title to any such Collateral, or any portion thereof, shall be held in the name of the Administrative Agent or a nominee or Subsidiary of the Administrative Agent, as “Administrative Agent”, for the ratable benefit of all ~~Lenders~~Lender Parties. The Administrative Agent shall prepare a recommended course of action for such Collateral (a “Post-Foreclosure Plan”), which shall be subject to the approval of the Requisite Lenders. In accordance with the approved Post-Foreclosure Plan, the Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral acquired, and shall administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Collateral, and the collecting of rents and other sums from such Collateral and paying the expenses of such Collateral. Actions taken by the Administrative Agent with respect to the Collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its Pro Rata Share) of all reasonable costs and expenses incurred by the Administrative Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. In addition, the Administrative Agent shall render or cause to be rendered to each ~~Lender~~Lender Party, on a monthly basis, an income and expense statement for such Collateral, and each Lender shall promptly contribute its Pro Rata Share of any operating loss for such Collateral, and such other expenses and operating reserves as the Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is ~~net operating income~~ Net Operating Income from such Collateral, the Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the ~~Lender~~Lender Parties. All such distributions shall be made to the Lenders in accordance with their respective Pro Rata Shares. The ~~Lenders~~ Lender Parties acknowledge and agree that if title to any Collateral is obtained by the Administrative Agent or its nominee, such Collateral will not be held as a permanent investment but ~~will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11,~~ will be liquidated and the proceeds of such liquidation will be distributed in accordance with Section ~~10.5~~ 11.5. as soon as practicable. The Administrative Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to the ~~Lenders~~Lender Parties. Any purchase money ~~Mortgage~~ mortgage or deed of trust taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name the Administrative Agent, as Administrative Agent for the Lenders, as the beneficiary or mortgagee. In such case, the Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money ~~Mortgage~~ mortgage or deed of trust defining the rights of the Lenders in the same Pro Rata Shares as provided hereunder, which agreement shall be in all material respects similar to this Article XI XII. insofar as the same is appropriate or applicable.

Appears in 1 contract

Samples: Credit Agreement (NETSTREIT Corp.)

Post-Foreclosure Plans. If Subject, at all times, to the terms of the Intercreditor Agreement, if all or any portion of the Collateral is acquired by the Administrative Agent as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the ~~Obligations~~Obligations of the Borrower hereunder, the title to any such Collateral, or any portion thereof, shall be held in the name of the Administrative Agent or a nominee or ~~Subsidiary~~ subsidiary of the Administrative Agent, as ~~“Administrative Agent”~~agent, for the ratable benefit of all Lenders, or in any entity co-owned by the Lenders as determined by the Administrative Agent. The Administrative Agent shall prepare a recommended course of action for such Collateral (a “Post-Foreclosure Plan”), which shall be subject to the approval of the Requisite Lenders. In the event that the Administrative Agent does not obtain the approval of the Requisite Lenders to such Post-Foreclosure Plan, any Lender shall be permitted to submit an alternative Post-Foreclosure Plan to the Administrative Agent, and the Administrative Agent shall submit any and all such additional Post-Foreclosure Plan(s) to the Lenders for evaluation and the approval by the Requisite Lenders. In accordance with the approved ~~Post-Foreclosure~~ PostForeclosure Plan, the Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral acquired, and shall administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Collateral, and the collecting of rents and other sums from such Collateral and paying the expenses of such Collateral. Actions taken by the Administrative Agent with respect to the Collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its Pro Rata Share) of all reasonable costs and expenses incurred by the Administrative Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. In addition, the Administrative Agent shall render or cause to be rendered to each Lender, on a monthly basis, an income and expense 157 statement for such Collateral, and each Lender shall promptly contribute its Pro Rata Share of any operating loss for such Collateral, and such other expenses and operating reserves as the Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is net operating income from such Collateral, the Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the ~~Lender~~Lenders. All such distributions shall be made to the Lenders in accordance with their respective Pro Rata Shares. The Lenders acknowledge and agree that if title to any Collateral is obtained by the Administrative Agent or its nominee, such Collateral will not be held as a permanent investment but ~~will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11,~~ will be liquidated ~~and the proceeds of such liquidation will be distributed in accordance with Section 10.5~~ as soon as practicable. The Administrative Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to the Lenders. Any purchase money ~~Mortgage~~ mortgage or deed of trust taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name the Administrative Agent, as ~~Administrative Agent~~ agent for the Lenders, as the beneficiary or mortgagee. In such case, the Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money ~~Mortgage~~ mortgage or deed of trust defining the rights of the Lenders in the same Pro Rata Shares as provided hereunder, which agreement shall be in all material respects similar to this Article XI insofar as the same is appropriate or applicable.

Appears in 1 contract

Samples: First Lien Credit Agreement (Pennsylvania Real Estate Investment Trust)

Post-Foreclosure Plans. If Subject, at all times, to the terms of the Intercreditor Agreement, if all or any portion of the Collateral is acquired by the Administrative Agent as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the ~~Obligations~~Obligations of the Borrower hereunder, the title to any such Collateral, or any portion thereof, shall be held in the name of the Administrative Agent or a nominee or ~~Subsidiary~~ subsidiary of the Administrative Agent, as ~~“Administrative Agent”~~agent, for the ratable benefit of all Lenders, or in any entity co-owned by the Lenders as determined by the Administrative Agent. The Administrative Agent shall prepare a recommended course of action for such Collateral (a “Post-Foreclosure Plan”), which shall be subject to the approval of the Requisite Lenders. In the event that the Administrative Agent does not obtain the approval of the Requisite Lenders to such Post-Foreclosure Plan, any Lender shall be permitted to submit an alternative Post-Foreclosure Plan to the Administrative Agent, and the Administrative Agent shall submit any and all such additional Post-Foreclosure Plan(s) to the Lenders for evaluation and the approval by the Requisite Lenders. In accordance with the approved ~~Post-Foreclosure~~ PostForeclosure Plan, the Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral acquired, and shall administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Collateral, and the collecting of rents and other sums from such Collateral and paying the expenses of such Collateral. Actions taken by the Administrative Agent with respect to the Collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its Pro Rata Share) of all reasonable costs and expenses incurred by the Administrative Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. In addition, the Administrative Agent shall render or cause to be rendered to each Lender, on a monthly basis, an income and expense statement for such Collateral, and each Lender shall promptly contribute its Pro Rata Share of any operating loss for such Collateral, and such other expenses and operating reserves as the Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is net operating income from such Collateral, the Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the ~~Lender~~Lenders. All such distributions shall be made to the Lenders in accordance with their respective Pro Rata Shares. The Lenders acknowledge and agree that if title to any Collateral is obtained by the Administrative Agent or its nominee, such Collateral will not be held as a permanent investment but ~~will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11,~~ will be liquidated ~~and the proceeds of such liquidation will be distributed in accordance with Section 10.5~~ as soon as practicable. The Administrative Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to the Lenders. Any purchase money ~~Mortgage~~ mortgage or deed of trust taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name the Administrative Agent, as ~~Administrative Agent~~ agent for the Lenders, as the beneficiary or mortgagee. In such case, the Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money ~~Mortgage~~ mortgage or deed of trust defining the rights of the Lenders in the same Pro Rata Shares as provided hereunder, which agreement shall be in all material respects similar to this Article XI insofar as the same is appropriate or applicable.

Appears in 1 contract

Samples: First Lien Credit Agreement (Pennsylvania Real Estate Investment Trust)

Post-Foreclosure Plans. If all or any portion of the Collateral is acquired by ~~the~~ Administrative Agent as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the ~~Obligations~~obligations of Borrower hereunder, the title to any such Collateral, or any portion thereof, shall be held in the name of ~~the~~ Administrative Agent or a nominee or ~~Subsidiary~~ subsidiary of ~~the~~ Administrative Agent, as ~~“Administrative Agent”~~agent, for the ratable benefit of all Lenders. ~~The~~ Each Lender’s ownership interest in the title entity shall be equal to such Xxxxxx’s Pro Rata Share of all outstanding fundings of principal of the Loan as of the date of the acquisition of the Property, the organizational documents of the title entity shall be subject to Lenders’ unanimous approval, and the consent rights of Lenders as set forth in this Agreement (or substantially similar consent right with such modifications as are appropriate with respect to being a member in a limited liability company) shall be included in the organizational documents of the title entity. Administrative Agent shall prepare a recommended course of action for such Collateral (a “~~Post-~~Post- Foreclosure Plan”), which shall be subject to the approval of the Requisite ~~Lenders~~Lenders (except that any items included in the Post-Foreclosure Plan that require unanimous Lender consent pursuant to Section 13.12(b) shall require each Lender’s consent and that each of the following shall require each Lender’s consent: (i) contribution of additional capital by any Lender other than Protective Advances; (ii) any change of use of any material portion of the Property; (iii) any sale of such Property with seller financing; and (iv) any sale of the Property at a purchase price that results in a recovery of the Loan that is less than the sum of the outstanding principal amount of the Loan at the time such Collateral was acquired plus any unreimbursed Protective Advances). In accordance with the approved Post-Foreclosure Plan, ~~the~~ Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral acquired, and shall administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Collateral, and the collecting of rents and other sums from such Collateral and paying the expenses of such Collateral. Actions taken by ~~the~~ Administrative Agent with respect to the Collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its Pro Rata Share) of all reasonable costs and expenses incurred by ~~the~~ Administrative Agent pursuant to the approved ~~Post-~~Post- Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. In addition, ~~the~~ Administrative Agent shall render or cause to be rendered to each Lender, on a monthly basis, an income and expense statement for such Collateral, and each Lender shall promptly contribute its Pro Rata Share of any operating loss for such Collateral, and such other expenses and operating reserves as ~~the~~ Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is net operating income from such Collateral, ~~the~~ Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the ~~Lender~~Lenders. All such distributions shall be made to the Lenders in accordance with their respective Pro Rata Shares. The Lenders acknowledge and agree that if title to any Collateral is obtained by ~~the~~ Administrative Agent or its nominee, such Collateral will not be held as a permanent investment but ~~will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11,~~ will be liquidated ~~and the proceeds of such liquidation will be distributed in accordance with Section 10.5~~ as soon as practicable. ~~The~~ Administrative Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to the Lenders. Any purchase money ~~Mortgage~~ mortgage or deed of trust taken in connection -182- with the disposition of such Collateral in accordance with the immediately preceding sentence shall name ~~the~~ Administrative Agent, as ~~Administrative Agent~~ agent for the Lenders, as the beneficiary or mortgagee. In such case, ~~the~~ Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money ~~Mortgage~~ mortgage or deed of trust defining the rights of the Lenders in the same Pro Rata Shares as provided hereunder, which agreement shall be in all material respects similar to this Article XI insofar as the same is appropriate or applicable.. Section 13.22

Appears in 1 contract

Samples: Senior Loan Agreement (Pacific Oak Strategic Opportunity REIT, Inc.)

Post-Foreclosure Plans. If all or any portion of the Collateral is acquired by the Administrative Agent as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the Obligations and/or Specified Derivatives Obligations, the title to any such Collateral, or any portion thereof, shall be held in the name of the Administrative Agent or a nominee or Subsidiary of the Administrative Agent, as ~~“Administrative Agent”~~administrative agent, for the ratable benefit of all ~~Lenders~~Secured Parties. The Administrative Agent shall prepare a recommended course of action for such Collateral (a “Post-Foreclosure Plan”), which shall be subject to the approval of the Requisite Lenders. In accordance with the approved Post-Foreclosure Plan, the Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral acquired, and shall administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Collateral, and the collecting of rents and other sums from such Collateral and paying the expenses of such Collateral. Actions taken by the Administrative Agent with respect to the Collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its Pro Rata Share) of all reasonable costs and expenses incurred by the ~~Administrative Agent~~ administrative agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. In addition, the Administrative Agent shall render or cause to be rendered to each ~~Lender~~Secured Party, on a monthly basis, an income and expense statement for such Collateral, and each Lender shall promptly contribute its Pro Rata Share of any operating loss for such Collateral, and such other expenses and operating reserves as the Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is ~~net operating income~~ Net Operating Income from such Collateral, the ~~Administrative Agent~~ administrative agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the ~~Lender~~Secured Parties. All such distributions shall be made to the Lenders in accordance with their respective Pro Rata Shares. The ~~Lenders~~ Secured Parties acknowledge and agree that if title to any Collateral is obtained by the Administrative Agent or its nominee, such Collateral will not be held as a permanent investment but ~~will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11,~~ will be liquidated and the proceeds of such liquidation will be distributed in accordance with Section ~~10.5~~ 11.5. as soon as practicable. The Administrative Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to the ~~Lenders~~Secured Parties. Any purchase money ~~Mortgage~~ mortgage or deed of trust taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name the Administrative Agent, as Administrative Agent for the Lenders, as the beneficiary or mortgagee. In such case, the Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money ~~Mortgage~~ mortgage or deed of trust defining the rights of the Lenders in the same Pro Rata Shares as provided hereunder, which agreement shall be in all material respects similar to this Article XI insofar as the same is appropriate or applicable.

Appears in 1 contract

Samples: Credit Agreement (Pacific Office Properties Trust, Inc.)

Post-Foreclosure Plans. If all or any portion of the Collateral is acquired by the Administrative Agent as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the ~~Obligations~~obligations of Borrower hereunder, the title to any such Collateral, or any portion thereof, shall be held in the name of the Administrative Agent or a nominee or ~~Subsidiary~~ subsidiary of the Administrative Agent, as ~~“Administrative Agent”~~agent, for the ratable benefit of all Lenders. The Administrative Agent shall prepare a recommended course of action for such Collateral (a “Post-Foreclosure Plan”), which shall be subject to the approval of the Requisite Lenders. In accordance with the approved Post-Foreclosure Plan, the Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral acquired, and shall administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Collateral, and the collecting of rents and other sums from such Collateral and paying the expenses of such Collateral. Actions taken by the Administrative Agent with respect to the Collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its Pro Rata Share) of all reasonable costs and expenses incurred by the Administrative Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. In addition, the Administrative Agent shall render or cause to be rendered to each Lender, on a monthly basis, an income and expense statement for such Collateral, and each Lender shall promptly contribute its Pro Rata Share of any operating loss for such Collateral, and such other expenses and operating reserves as the Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is net operating income from such ~~Collateral~~Collateral (taking into account the funding of any reasonably required operating reserves), the Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the ~~Lender~~Lenders. All such distributions shall be made to the Lenders in accordance with their respective Pro Rata Shares. The Lenders acknowledge and agree that if title to any Collateral is obtained by the Administrative Agent or its nominee, such Collateral will not be held as a permanent investment but will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11, be liquidated and the proceeds of such liquidation will be distributed in accordance with Section 10.5 as soon as practicableinvestment. The Administrative Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to the Lenders. Any purchase money ~~Mortgage~~ mortgage or deed of trust taken in connection with 58 the disposition of such Collateral in accordance with the immediately preceding sentence shall name the Administrative Agent, as ~~Administrative Agent~~ agent for the Lenders, as the beneficiary or mortgagee. In such case, the Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money ~~Mortgage~~ mortgage or deed of trust defining the rights of the Lenders in the same Pro Rata Shares as provided hereunder, which agreement shall be in all material respects similar to this Article XI insofar as the same is appropriate or applicable.

Appears in 1 contract

Samples: Loan Agreement (Howard Hughes Corp)

Post-Foreclosure Plans. If all or any portion of the ~~Collateral~~ Property is acquired by ~~the~~ Administrative Agent as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the ~~Obligations~~Debt, the title to any such ~~Collateral~~Property, or any portion thereof, shall be held in the name of ~~the~~ Administrative Agent or a nominee or ~~Subsidiary~~ subsidiary of ~~the~~ Administrative Agent, as “Administrative Agent”, for the ratable benefit of all Lenders. ~~The~~ Administrative Agent shall prepare a recommended course of action for such ~~Collateral~~ Property (a “Post-Foreclosure Plan”), which shall be subject to the approval of the Requisite Lenders. In accordance with the approved Post-Foreclosure Plan, ~~the~~ Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the ~~Collateral~~ Property acquired, and shall administer all transactions relating thereto, including employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such ~~Collateral~~Property, and the collecting of rents and other sums from such ~~Collateral~~ Property and paying the expenses of such ~~Collateral~~Property. Actions taken by ~~the~~ Administrative Agent with respect to the ~~Collateral~~Property, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its Pro Rata Share) of all reasonable costs and expenses incurred by ~~the~~ Administrative Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such ~~Collateral~~Property. In addition, ~~the~~ Administrative Agent shall render or cause to be rendered to each Lender, on a monthly basis, an income and expense statement for such ~~Collateral~~Property, and each Lender shall promptly (but no later than seven (7) Business Days from receipt of such statement) contribute its Pro Rata Share of any operating loss for such ~~Collateral~~Property, and such other expenses and operating reserves as ~~the~~ Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure ~~Plan~~plan. To the extent there is net operating income from such ~~Collateral~~Property, ~~the~~ Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to ~~the Lender~~Lenders. All such distributions shall be made to ~~the~~ Lenders in accordance with their respective Pro Rata Shares. ~~The Lenders~~ Lxxxxxx acknowledge and agree that if title to any ~~Collateral~~ Property is obtained by ~~the~~ Administrative Agent or its nominee, such ~~Collateral~~ Property will not be held as a permanent investment but ~~will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11,~~ will be liquidated and the proceeds of such liquidation will be distributed in accordance with Section ~~10.5~~ 18.14 as soon as practicable. ~~The~~ Administrative Agent shall undertake to sell such ~~Collateral~~Property, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to ~~the~~ Lenders. Any purchase money ~~Mortgage~~ mortgage or deed of trust taken in connection with the disposition of such ~~Collateral~~ Property in accordance with the immediately preceding sentence shall name ~~the~~ Administrative Agent, as ~~Administrative Agent~~ administrative agent for ~~the Lenders~~Lxxxxxx, as the beneficiary or mortgagee. In such case, ~~the~~ Administrative Agent and ~~the Lenders~~ Lxxxxxx shall enter into an agreement with respect to such purchase money ~~Mortgage~~ mortgage or deed of trust defining the rights of ~~the Lenders~~ Lxxxxxx in the same Pro Rata Shares as provided hereunder, which agreement shall be in all material respects similar to this ~~Article XI~~ article insofar as the same is appropriate or applicable.

Appears in 1 contract

Samples: Loan Agreement (Industrial Logistics Properties Trust)

Post-Foreclosure Plans. If all or any portion of the Collateral is acquired by ~~the~~ Administrative Agent as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the ~~Obligations~~Obligations under the Loan Documents, the title to any such Collateral, or any portion thereof, shall be held in the name of ~~the~~ Administrative Agent or a nominee or ~~Subsidiary~~ Affiliate of ~~the~~ Administrative Agent, as ~~“Administrative Agent”~~agent, for the ratable benefit of all ~~Lenders~~Lenders in accordance with their respective Commitment Percentage. ~~The~~ Administrative Agent and all Lenders hereby expressly waive and relinquish any right of partition with respect to any Collateral so acquired. After any Collateral is acquired, Administrative Agent may appoint and retain one or more Persons experienced in the management, leasing, sale and/or dispositions of similar properties. After consulting with the Person(s), if any, Administrative Agent shall prepare a recommended course of action for such Collateral (a “Post-Foreclosure Plan”), which shall be subject to the approval of the Requisite Lenders. In accordance with the approved Post-Foreclosure Plan, ~~the~~ Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral acquired, and shall administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Collateral, and the collecting of rents and other sums from such Collateral and paying the expenses of such Collateral. Actions taken by ~~the~~ Administrative Agent with respect to the Collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its Pro Rata Share) of all reasonable costs and expenses incurred by the Administrative Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. In addition, the Administrative Agent shall render or cause to be rendered to each Lender, on a monthly basis, an income and expense statement for such Collateral, and each Lender shall promptly contribute its Pro Rata Share of any operating loss for such Collateral, and such other expenses and operating reserves as the Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is net operating income from such Collateral, the Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the Lender. All such distributions shall be made to the Lenders in accordance with their respective Pro Rata Shares. The Lenders acknowledge and agree that if title to any Collateral is obtained by the Administrative Agent or its nominee, such Collateral will not be held as a permanent investment but will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11, be liquidated and the proceeds of such liquidation will be distributed in accordance with Section 10.5 as soon as practicable. The Administrative Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to the Lenders. Any purchase money Mortgage taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name the Administrative Agent, as Administrative Agent for the Lenders, as the beneficiary or mortgagee. In such case, the Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money Mortgage defining the rights of the Lenders in the same Pro Rata Shares as provided hereunder, which agreement shall be in all material respects similar to this Article XI insofar as the same is appropriate or applicable.

Appears in 1 contract

Samples: Construction Loan Agreement (Bluerock Residential Growth REIT, Inc.)

Post-Foreclosure Plans. If all or any portion of the Collateral is acquired by the Administrative Agent as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the Obligations and/or Specified Derivatives Obligations, the title to any such Collateral, or any portion thereof, shall be held in the name of the Administrative Agent or a nominee or Subsidiary of the Administrative Agent, as “the Administrative Agent”, for the ratable benefit of all Lenders, the Issuing Bank and the Specified Derivatives Providers. The Administrative Agent shall prepare a recommended course of action for such Collateral (a “Post-Foreclosure Plan”), which shall be subject to the approval of the Requisite Lenders. In accordance with the approved Post-Foreclosure Plan, the Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral acquired, and shall administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Collateral, and the collecting of rents and other sums from such Collateral and paying the expenses of such Collateral. Actions taken by the Administrative Agent with respect to the Collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its ~~Pro Rata Share~~Revolving Commitment Percentage) of all reasonable costs and expenses incurred by the Administrative Agent pursuant to the approved Post-Foreclosure Plan 118 in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. In addition, the Administrative Agent shall render or cause to be rendered to each Lender, the Issuing Bank and each Specified Derivatives Provider, on a monthly basis, an income and expense statement for such Collateral, and each Lender shall promptly contribute its ~~Pro Rata Share~~ Revolving Commitment Percentage of any operating loss for such Collateral, and such other expenses and operating reserves as the Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is net operating income from such Collateral, the Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the ~~Lender~~Lenders, the Issuing Bank and the Specified Derivatives Providers. All such distributions shall be made to the Lenders in accordance with their respective ~~Pro Rata Shares~~Revolving Commitment Percentages. The ~~Lenders~~ Lenders, the Issuing Bank and the Specified Derivatives Providers acknowledge and agree that if title to any Collateral is obtained by the Administrative Agent or its nominee, such Collateral will not be held as a permanent investment but ~~will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11,~~ will be liquidated and the proceeds of such liquidation will be distributed in accordance with Section ~~10.5~~ 11.5 as soon as practicable. The Administrative Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to the Lenders, the Issuing Bank and the Specified Derivatives Providers. Any purchase money ~~Mortgage~~ mortgage taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name the Administrative Agent, as the Administrative Agent for the Lenders, as the ~~beneficiary or~~ mortgagee. In such case, the Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money ~~Mortgage~~ mortgage or deed of trust defining the rights of the Lenders in the same ~~Pro Rata Shares~~ Revolving Commitment Percentages as provided hereunder, which agreement shall be in all material respects similar to this Article XI insofar as the same is appropriate or applicable.

Appears in 1 contract

Samples: Credit Agreement (United Homes Group, Inc.)

Post-Foreclosure Plans. If all or any portion of the Collateral is acquired by the Administrative Agent as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the Obligations and/or Specified Derivatives Obligations, the title to any such Collateral, or any portion thereof, shall be held in the name of the Administrative Agent or a nominee or Subsidiary of the Administrative Agent, as “the Administrative Agent”, for the ratable benefit of all Lenders, the Issuing Bank and the Specified Derivatives Providers. The Administrative Agent shall prepare a recommended course of action for such Collateral (a “Post-Foreclosure Plan”), which shall be subject to the approval of the Requisite Lenders. In accordance with the approved Post-Foreclosure Plan, the Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral acquired, and shall administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Collateral, and the collecting of rents and other sums from such Collateral and paying the expenses of such Collateral. Actions taken by the Administrative Agent with respect to the Collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its ~~Pro Rata Share~~Revolving Commitment Percentage) of all reasonable costs and expenses incurred by the Administrative Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. In addition, the Administrative Agent shall render or cause to be rendered to each Lender, the Issuing Bank and each Specified Derivatives Provider, on a monthly basis, an income and expense statement for such Collateral, and each Lender shall promptly contribute its ~~Pro Rata Share~~ Revolving Commitment Percentage of any operating loss for such Collateral, and such other expenses and operating reserves as the Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is net operating income from such Collateral, the Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the ~~Lender~~Lenders, the Issuing Bank and the Specified Derivatives Providers. All such distributions shall be made to the Lenders in accordance with their respective ~~Pro Rata Shares~~Revolving Commitment Percentages. The ~~Lenders~~ Lenders, the Issuing Bank and the Specified Derivatives Providers acknowledge and agree that if title to any Collateral is obtained by the Administrative Agent or its nominee, such Collateral will not be held as a permanent investment but ~~will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11,~~ will be liquidated and the proceeds of such liquidation will be distributed in accordance with Section ~~10.5~~ 11.5 as soon as practicable. The Administrative Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to the Lenders, the Issuing Bank and the Specified Derivatives Providers. Any purchase money ~~Mortgage~~ mortgage taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name the Administrative Agent, as the Administrative Agent for the Lenders, as the ~~beneficiary or~~ mortgagee. In such case, the Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money ~~Mortgage~~ mortgage or deed of trust defining the rights of the Lenders in the same ~~Pro Rata Shares~~ Revolving Commitment Percentages as provided hereunder, which agreement shall be in all material respects similar to this Article XI insofar as the same is appropriate or applicable.. 110

Appears in 1 contract

Samples: Credit Agreement (United Homes Group, Inc.)

Post-Foreclosure Plans. If all or any portion of the Collateral is acquired by ~~the~~ Administrative Agent as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the ~~Obligations~~obligations of Borrower hereunder, the title to any such Collateral, or any portion thereof, shall be held in the name of ~~the~~ Administrative Agent or a nominee or ~~Subsidiary~~ subsidiary of ~~the~~ Administrative Agent, as ~~“Administrative Agent”~~agent, for the ratable benefit of all Lenders. The Administrative Agent shall prepare a recommended course of action for such Collateral (a “Post-Foreclosure Plan”), which shall be subject to the approval of the Requisite Lenders. In accordance with the approved Post-Foreclosure Plan, ~~the~~ Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral acquired, and shall administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Collateral, and the collecting of rents and other sums from such Collateral and paying the expenses of such Collateral. Actions taken by ~~the~~ Administrative Agent with respect to the Collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its Pro Rata Share) of all reasonable costs and expenses incurred by ~~the~~ Administrative Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, 77 Loan No. 1005062 leasing and sale of such Collateral. In addition, ~~the~~ Administrative Agent shall render or cause to be rendered to each Lender, on a monthly basis, an income and expense statement for such Collateral, and each Lender shall promptly contribute its Pro Rata Share of any operating loss for such Collateral, and such other expenses and operating reserves as ~~the~~ Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is net operating income from such Collateral, ~~the~~ Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to ~~the Lender~~Lenders. All such distributions shall be made to ~~the~~ Lenders in accordance with their respective Pro Rata Shares. The Lenders acknowledge and agree that if title to any Collateral is obtained by ~~the~~ Administrative Agent or its nominee, such Collateral will not be held as a permanent investment but ~~will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11,~~ will be liquidated ~~and the proceeds of such liquidation will be distributed in accordance with Section 10.5~~ as soon as practicable. The Administrative Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to ~~the~~ Lenders. Any purchase money ~~Mortgage~~ mortgage or deed of trust taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name ~~the~~ Administrative Agent, as ~~Administrative Agent~~ agent for ~~the~~ Lenders, as the beneficiary or mortgagee. In such case, ~~the~~ Administrative Agent and ~~the~~ Lenders shall enter into an agreement with respect to such purchase money ~~Mortgage~~ mortgage or deed of trust defining the rights of ~~the~~ Lenders in the same Pro Rata Shares as provided hereunder, which agreement shall be in all material respects similar to this Article XI insofar as the same is appropriate or applicable.

Appears in 1 contract

Samples: Loan Agreement (Strategic Hotels & Resorts, Inc)

Post-Foreclosure Plans. If all or any portion of the ~~Collateral~~ Property is acquired by the Administrative Agent as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the ~~Obligations~~Debt, the title to ~~any such Collateral~~the Property, or any portion thereof, shall be held in the name of the Administrative Agent or a nominee or ~~Subsidiary~~ subsidiary of the Administrative Agent, as ~~“Administrative Agent”~~agent, for the ratable benefit of all Lenders. The Administrative Agent shall prepare a recommended course of action for ~~such Collateral~~ the Property (a “Post-Foreclosure Plan”), which shall be subject to the approval of the Requisite Lenders. In accordance with the approved Post-Foreclosure Plan, the Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the ~~Collateral~~ Property acquired, and shall administer all transactions relating thereto, including, without limitation, employing a property manager, leasing agent and other agents, contractors and employees, including agents for the sale of ~~such Collateral~~the Property, and the collecting of ~~rents~~ Rents and other sums from ~~such Collateral~~ the Property and paying the expenses of such ~~Collateral~~Property. Actions taken by the Administrative Agent with respect to the ~~Collateral~~Property, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its ~~share (based on its~~ Pro Rata ~~Share)~~ Share of all reasonable costs and expenses incurred by the Administrative Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of ~~such Collateral~~the Property. In addition, the Administrative Agent shall render or cause to be rendered to each Lender, on a monthly basis, an income and expense statement for ~~such Collateral~~the Property, and each Lender shall promptly (but no later than five (5) Business Days from receipt of such statement) contribute its Pro Rata Share of any operating loss for ~~such Collateral~~the Property, and such other expenses and operating reserves as the Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is net operating income from ~~such Collateral~~the Property, the Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the ~~Lender~~Lenders. All such distributions shall be made to the Lenders in accordance with their respective Pro Rata Shares. The Lenders acknowledge and agree that if title to ~~any Collateral~~ the Property is obtained by the Administrative Agent or its nominee, ~~such Collateral~~ the Property will not be held as a permanent investment but ~~will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11,~~ will be liquidated ~~and the proceeds of such liquidation will be distributed in accordance with Section 10.5~~ as soon as practicable. The Administrative Agent shall undertake to sell ~~such Collateral~~the 104 Property, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to the Lenders. Any purchase money ~~Mortgage~~ mortgage or deed of trust taken in connection with the disposition of ~~such Collateral~~ the Property in accordance with the immediately preceding sentence shall name the Administrative Agent, as ~~Administrative Agent~~ agent for the Lenders, as the beneficiary or mortgagee. In such case, the Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money ~~Mortgage~~ mortgage or deed of trust defining the rights of the Lenders in the same Pro Rata Shares as provided hereunder, which agreement shall be in all material respects similar to this Article XI 11 insofar as the same is appropriate or applicable.

Appears in 1 contract

Samples: Loan Agreement (Alexanders Inc)

Post-Foreclosure Plans. If all or any portion of the Collateral is acquired by the ~~Administrative~~ Agent as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the Obligations, the title to any such Collateral, or any portion thereof, shall be held in the name of the ~~Administrative~~ Agent or a nominee or Subsidiary of the ~~Administrative~~ Agent, as ~~“Administrative Agent”~~agent, for the ratable benefit of all Lenders. The ~~Administrative~~ Agent shall prepare a recommended course of action for such Collateral (a “"Post-Foreclosure Plan”"), which shall be subject to the approval of the Requisite Lenders. In accordance with the approved Post-Foreclosure Plan, the ~~Administrative~~ Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral acquired, and shall administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Collateral, and the collecting of rents and other sums from such Collateral and paying the expenses of such Collateral. Actions taken by the ~~Administrative~~ Agent with respect to the Collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its ~~Pro Rata Share~~Total Commitment Percentage at such time) of all reasonable costs and expenses incurred by the ~~Administrative~~ Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. In addition, the ~~Administrative~~ Agent shall render or cause to be rendered to each Lender, on a monthly basis, an income and expense statement for such Collateral, and each Lender shall promptly contribute its ~~Pro Rata Share~~ Total Commitment Percentage of any operating loss for such Collateral, and such other expenses and operating reserves as the ~~Administrative~~ Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is net operating income from such Collateral, the ~~Administrative~~ Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the ~~Lender~~Lenders. All such distributions shall be made to the Lenders in accordance with their respective ~~Pro Rata Shares~~Total Commitment Percentages. The Lenders acknowledge and agree that if title to any Collateral is obtained by the ~~Administrative~~ Agent or its nominee, such Collateral will not be held as a permanent investment but ~~will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11,~~ will be liquidated ~~and the proceeds of such liquidation will be distributed in accordance with Section 10.5~~ as soon as practicable. The ~~Administrative~~ Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to the Lenders. Any purchase money ~~Mortgage~~ mortgage or deed of trust taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name the ~~Administrative~~ Agent, as ~~Administrative Agent~~ agent for the Lenders, as the beneficiary or mortgagee. In such case, the ~~Administrative~~ Agent and the Lenders shall enter into an agreement with respect to such purchase money ~~Mortgage~~ mortgage or deed of trust defining the rights of the Lenders in the same ~~Pro Rata Shares~~ Total Commitment Percentages as provided hereunder, which agreement shall be in all material respects similar to this Article XI insofar as the same is appropriate or applicable. No Lender shall be entitled to partition the Collateral.

Appears in 1 contract

Samples: Credit Agreement (Pennsylvania Real Estate Investment Trust)

Post-Foreclosure Plans. If all or any portion of the Collateral is acquired by the Administrative Agent as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the Obligations and/or Specified Derivatives Obligations, the title to any such Collateral, or any portion thereof, shall be held in the name of the Administrative Agent or a nominee or Subsidiary of the Administrative Agent, as “the Administrative Agent”, for the ratable benefit of all Lenders, the Issuing Bank and the Specified Derivatives Providers. The Administrative Agent shall prepare a recommended course of action for such Collateral (a “Post-Foreclosure Plan”), which shall be subject to the approval of the Requisite Lenders. In accordance with the approved Post-Foreclosure Plan, the Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral acquired, and shall administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Collateral, and the collecting of rents and other sums from such Collateral and paying the expenses of such Collateral. Actions taken by the Administrative Agent with respect to the Collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its ~~Pro Rata Share~~Revolving Commitment Percentage) of all reasonable costs and expenses incurred by the Administrative Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. In addition, the Administrative Agent shall render or cause to be rendered to each Lender, the Issuing Bank and each Specified Derivatives Provider, on a monthly basis, an income and expense statement for such Collateral, and each Lender shall promptly contribute its ~~Pro Rata Share~~ Revolving Commitment Percentage of any operating loss for such Collateral, and such other expenses and operating reserves as the Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is net operating income from such Collateral, the Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the ~~Lender~~Lenders, the Issuing Bank and the Specified Derivatives Providers. All such distributions shall be made to the Lenders in accordance with their respective ~~Pro Rata Shares~~Revolving Commitment Percentages. The ~~Lenders~~ Lenders, the Issuing Bank and the Specified Derivatives Providers acknowledge and agree that if title to any Collateral is obtained by the Administrative Agent or its nominee, such Collateral will not be held as a permanent investment but ~~will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11,~~ will be liquidated and the proceeds of such liquidation will be distributed in accordance with Section ~~10.5~~ 11.5 as soon as practicable. The Administrative Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to the Lenders, the Issuing Bank and the Specified Derivatives Providers. Any purchase money ~~Mortgage~~ mortgage taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name the Administrative Agent, as the Administrative Agent for the Lenders, as the ~~beneficiary or~~ mortgagee. In such case, the Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money ~~Mortgage~~ mortgage or deed of trust defining the rights of the Lenders in the same ~~Pro Rata Shares~~ Revolving Commitment Percentages as provided hereunder, which agreement shall be in all material respects similar to this Article XI insofar as the same is appropriate or applicable.

Appears in 1 contract

Samples: Credit Agreement (United Homes Group, Inc.)

Post-Foreclosure Plans. If Subject, at all times, to the terms of the Intercreditor Agreement, if all or any portion of the Collateral is acquired by the Administrative Agent as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the ~~Obligations~~Obligations of the Borrower hereunder, the title to any such Collateral, or any portion thereof, shall be held in the name of the Administrative Agent or a nominee or ~~Subsidiary~~ subsidiary of the Administrative Agent, as ~~“Administrative Agent”~~agent, for the ratable benefit of all Lenders, or in any entity co-owned by the Lenders as determined by the Administrative Agent. The Administrative Agent shall prepare a recommended course of action for such Collateral (a “Post-Foreclosure Plan”), which shall be subject to the approval of the Requisite Lenders. In ~~accordance with~~ the ~~approved~~ event that the Administrative Agent does not obtain the approval of the Requisite Lenders to such Post-Foreclosure Plan, any Lender shall be permitted to submit an alternative Post-Foreclosure Plan to the Administrative Agent, and the Administrative Agent shall submit any and all such additional Post-Foreclosure Plan(s) to the Lenders for evaluation and the approval by the Requisite Lenders. In accordance with the approved PostForeclosure Plan, the Administrative 129 Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral acquired, and shall administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Collateral, and the collecting of rents and other sums from such Collateral and paying the expenses of such Collateral. Actions taken by the Administrative Agent with respect to the Collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its Pro Rata Share) of all reasonable costs and expenses incurred by the Administrative Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. In addition, the Administrative Agent shall render or cause to be rendered to each Lender, on a monthly basis, an income and expense statement for such Collateral, and each Lender shall promptly contribute its Pro Rata Share of any operating loss for such Collateral, and such other expenses and operating reserves as the Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is net operating income from such Collateral, the Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the ~~Lender~~Lenders. All such distributions shall be made to the Lenders in accordance with their respective Pro Rata Shares. The Lenders acknowledge and agree that if title to any Collateral is obtained by the Administrative Agent or its nominee, such Collateral will not be held as a permanent investment but ~~will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11,~~ will be liquidated ~~and the proceeds of such liquidation will be distributed in accordance with Section 10.5~~ as soon as practicable. The Administrative Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to the Lenders. Any purchase money ~~Mortgage~~ mortgage or deed of trust taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name the Administrative Agent, as ~~Administrative Agent~~ agent for the Lenders, as the beneficiary or mortgagee. In such case, the Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money ~~Mortgage~~ mortgage or deed of trust defining the rights of the Lenders in the same Pro Rata Shares as provided hereunder, which agreement shall be in all material respects similar to this Article XI insofar as the same is appropriate or applicable.

Appears in 1 contract

Samples: Second Lien Credit Agreement (Pennsylvania Real Estate Investment Trust)

Post-Foreclosure Plans. If all or any portion of the Collateral is acquired by the ~~Administrative~~ Agent or its nominee as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the Obligations or Specified Derivatives Obligations, the title to any such Collateral, or any portion thereof, shall be held in the name of the ~~Administrative~~ Agent or a nominee or Subsidiary of the ~~Administrative~~ Agent, as ~~“Administrative Agent”~~administrative agent, for the ratable benefit of all ~~Lenders~~Secured Parties. The ~~Administrative~~ Agent shall prepare a recommended course of action for such Collateral (a “Post-Foreclosure Plan”), which shall be subject to the approval of the ~~Requisite~~ Supermajority Lenders. In accordance with the approved Post-Foreclosure Plan, the ~~Administrative~~ Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral acquired, and shall administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Collateral, and the collecting of rents and other sums from such Collateral and paying the expenses of such Collateral. Actions taken by the ~~Administrative~~ Agent with respect to the Collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the ~~Requisite~~ Supermajority Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its ~~Pro Rata Share~~Commitment Percentage) of all reasonable costs and expenses incurred by the ~~Administrative~~ Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. In addition, the ~~Administrative~~ Agent shall render or cause to be rendered to each ~~Lender~~Secured Party, on a ~~monthly basis~~periodic basis (but in any event once per calendar quarter), an income and expense statement for such Collateral, and each Lender shall promptly contribute its ~~Pro Rata Share~~ Commitment Percentage of any operating loss for such Collateral, and such other expenses and operating reserves as the ~~Administrative~~ Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is ~~net operating income~~ Net Operating Income from such Collateral, the ~~Administrative~~ Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the ~~Lender~~Secured Parties. All such distributions shall be made to the Lenders in accordance with their respective ~~Pro Rata Shares~~Commitment Percentages. The ~~Lenders~~ Secured Parties acknowledge and agree that if title to any Collateral is obtained by the ~~Administrative~~ Agent or its nominee, such Collateral will not be held as a permanent investment but ~~will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11,~~ will be liquidated and the proceeds of such liquidation will be distributed in accordance with Section ~~10.5~~ 11.5. as soon as practicable. The ~~Administrative~~ Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to the ~~Lenders~~Secured Parties. Any purchase money ~~Mortgage~~ mortgage or deed of trust taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name the ~~Administrative~~ Agent, as ~~Administrative~~ Agent for the Lenders, as the beneficiary or mortgagee. In such case, the ~~Administrative~~ Agent and the Lenders shall enter into an agreement with respect to such purchase money ~~Mortgage~~ mortgage or deed of trust defining the rights of the Lenders in the same ~~Pro Rata Shares~~ Commitment Percentages as provided hereunder, which agreement shall be in all material respects similar to this Article XI insofar as the same is appropriate or applicable.

Appears in 1 contract

Samples: Assignment and Acceptance Agreement (U-Store-It Trust)

Post-Foreclosure Plans. If all or any portion of the Collateral is acquired by the Administrative Agent or a nominee, affiliate or Subsidiary of the Administrative Agent as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the Obligations and/or Specified Derivatives Obligations, the title to any such Collateral, or any portion thereof, shall be held in the name of the Administrative Agent or a ~~nominee~~ nominee, affiliate or Subsidiary of the Administrative Agent, as ~~“Administrative Agent”~~administrative agent, for the ratable benefit of all Lenders, the Issuing Bank and the Specified Derivatives Providers. The Administrative Agent shall prepare a recommended course of action for such Collateral (a “"Post-Foreclosure Plan”"), which shall be subject to the approval of the Requisite Lenders. In accordance with the approved Post-Foreclosure Plan, the Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral acquired, and shall administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Collateral, and the collecting of rents and other sums from such Collateral and paying the expenses of such Collateral. Actions taken by the Administrative Agent with respect to the Collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its Pro Rata Share) of all reasonable costs and expenses incurred by the Administrative Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. In addition, the Administrative Agent shall render or cause to be rendered to each Lender, the Issuing Bank and each Specified Derivatives Provider, on a monthly basis, an income and expense statement for such Collateral, and each Lender shall promptly contribute its Pro Rata Share of any operating loss for such Collateral, and such other expenses and operating reserves as the Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is ~~net operating income~~ Net Operating Income from such Collateral, the Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the ~~Lender~~Lenders, the Issuing Bank and the Specified Derivatives Providers. All such distributions shall be made to the Lenders in accordance with their respective Pro Rata Shares. The ~~Lenders~~ Lenders, the Issuing Bank and the Specified Derivatives Providers acknowledge and agree that if title to any Collateral is obtained by the Administrative Agent or its nominee, such Collateral will not be held as a permanent investment but ~~will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11,~~ will be liquidated and the proceeds of such liquidation will be distributed in accordance with Section ~~10.5~~ 11.5. as soon as practicable. The Administrative Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to the Lenders, the Issuing Bank and the Specified Derivatives Providers. Any purchase money ~~Mortgage~~ mortgage or deed of trust taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name the Administrative Agent, as ~~Administrative Agent~~ administrative agent for the Lenders, as the beneficiary or mortgagee. In such case, the Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money ~~Mortgage~~ mortgage or deed of trust defining the rights of the Lenders in the same Pro Rata Shares as provided hereunder, which agreement shall be in all material respects similar to this Article XI insofar as the same is appropriate or applicable.

Appears in 1 contract

Samples: Credit Agreement (CBL & Associates Properties Inc)

Post-Foreclosure Plans. If all or any portion of the Collateral is acquired by the Administrative Agent as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the Obligations and/or Specified Derivatives Obligations, the title to any such Collateral, or any portion thereof, shall be held in the name of the Administrative Agent or a nominee or Subsidiary of the Administrative Agent, as “Administrative Agent”, for the ratable benefit of all Lenders, the Issuing Bank and the Specified Derivatives Providers. The Administrative Agent shall prepare a recommended course of action NAI-1502661059v7 107 for such Collateral (a “Post-Foreclosure Plan”), which shall be subject to the approval of the Requisite Lenders. In accordance with the approved Post-Foreclosure Plan, the Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral acquired, and shall administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Collateral, and the collecting of rents and other sums from such Collateral and paying the expenses of such Collateral. Actions taken by the Administrative Agent with respect to the Collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its Pro Rata Share) of all reasonable costs and expenses incurred by the Administrative Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. In addition, the Administrative Agent shall render or cause to be rendered to each Lender, the Issuing Bank and each Specified Derivatives Provider, on a monthly basis, an income and expense statement for such Collateral, and each Lender shall promptly contribute its Pro Rata Share of any operating loss for such Collateral, and such other expenses and operating reserves as the Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan; for the avoidance of doubt, with respect only to Collateral acquired by the Administrative Agent as a result of a foreclosure or the acceptance of a deed or assignment in lieu of foreclosure, or that is retained in satisfaction of all or any part of the Obligations and/or Specified Derivatives Obligations, the parties agree that the Borrower shall have no obligation to reimburse the Administrative Agent or any Lender for all or any part of any such operating loss, other expenses or operating reserves. To the extent there is net operating income from such Collateral, the Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the ~~Lender~~Lenders, the Issuing Bank and the Specified Derivatives Providers; for the avoidance of doubt, the parties agree that the Borrower shall have no right to any portion of such income. All such distributions shall be made to the Lenders in accordance with their respective Pro Rata Shares. The ~~Lenders~~ Lenders, the Issuing Bank and the Specified Derivatives Providers acknowledge and agree that if title to any Collateral is obtained by the Administrative Agent or its nominee, such Collateral will not be held as a permanent investment but ~~will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11,~~ will be liquidated and the proceeds of such liquidation will be distributed in accordance with Section ~~10.5~~ 11.5 as soon as practicable, as if such proceeds were the proceeds of the Loan Documents. The Administrative Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to the Lenders, the Issuing Bank and the Specified Derivatives Providers. Any purchase money ~~Mortgage~~ mortgage or deed of trust taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name the Administrative Agent, as Administrative Agent for the Lenders, as the beneficiary or mortgagee. In such case, the Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money ~~Mortgage~~ mortgage or deed of trust defining the rights of the Lenders in the same Pro Rata Shares as provided hereunder, which agreement shall be in all material respects similar to this Article XI insofar as the same is appropriate or applicable.

Appears in 1 contract

Samples: Credit Agreement (LGI Homes, Inc.)

Post-Foreclosure Plans. If all or any portion of the ~~Collateral~~ Property is acquired by the Administrative Agent as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the ~~Obligations~~Debt, the title to ~~any such Collateral~~the Property, or any portion thereof, shall be held in the name of the Administrative Agent or a nominee or ~~Subsidiary~~ subsidiary of the Administrative Agent, as ~~“Administrative Agent”~~agent, for the ratable benefit of all ~~Lenders~~Lender Parties. The Administrative Agent shall prepare a recommended course of action for ~~such Collateral~~ the Property (a “~~Post-~~Post- Foreclosure Plan”), which shall be subject to the approval of the Requisite ~~Lenders~~Lenders (which must include the approval of the Administrative Agent). In accordance with the approved Post-Foreclosure Plan, the Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the ~~Collateral~~ Property acquired, and shall administer all transactions relating thereto, including, without limitation, employing a property manager, leasing agent and other agents, contractors and employees, including agents for the sale of ~~such Collateral~~the Property, and the collecting of rents and other sums from ~~such Collateral~~ the Property and paying the expenses of such ~~Collateral~~Property. Actions taken by the Administrative Agent with respect to the ~~Collateral~~Property, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders (which must include the consent the Administrative Agent) by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender Party will contribute its ~~share (based on its~~ Pro Rata ~~Share)~~ Share of all reasonable costs and expenses incurred by the Administrative Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of ~~such Collateral~~the Property. In addition, the Administrative Agent shall render or cause to be rendered to each ~~Lender~~Lender Party, on a monthly basis, an income and expense statement for ~~such Collateral~~the Property, and each Lender Party shall promptly (but no later than five (5) Business Days from receipt of such statement) contribute its Pro Rata Share of any operating loss for ~~such Collateral~~the Property, and such other expenses and operating reserves as the Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is net operating income from ~~such Collateral~~the Property, the Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the ~~Lender~~Lender Parties. All such distributions shall be made to the ~~Lenders~~ Lender Parties in accordance with their respective Pro Rata Shares. The ~~Lenders~~ Lender Parties acknowledge and agree that if title to ~~any Collateral~~ the Property is obtained by the Administrative Agent or its nominee, ~~such Collateral~~ the Property will not be held as a permanent investment but ~~will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11,~~ will be liquidated ~~and the proceeds of such liquidation will be distributed in accordance with Section 10.5~~ as soon as practicable. The Administrative Agent shall undertake to sell ~~such Collateral,~~ the Property at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine (which must include the consent of the Administrative Agent) to be most advantageous to the ~~Lenders~~Lender Parties. Any purchase money ~~Mortgage~~ mortgage or deed of trust taken in connection with the disposition of ~~such Collateral~~ the Property in accordance with the immediately preceding sentence shall name the Administrative Agent, as ~~Administrative Agent~~ agent for the ~~Lenders~~Lender Parties, as the beneficiary or mortgagee. In such case, the Administrative Agent and the ~~Lenders~~ Lender Parties shall enter into an agreement with respect to such purchase money ~~Mortgage~~ mortgage or deed of trust defining the rights of the ~~Lenders~~ Lender Parties in the same Pro Rata Shares as provided hereunder, which agreement shall be in all material respects similar to this Article XI 16 insofar as the same is appropriate or applicable.

Appears in 1 contract

Samples: Loan Agreement (Dividend Capital Total Realty Trust Inc.)

Post-Foreclosure Plans. (i) If all or any portion of the ~~Collateral~~ collateral for the Loan is acquired by ~~the~~ Administrative Agent as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the ~~Obligations~~obligations under the Loan Documents, the title to any such ~~Collateral~~collateral, or any portion thereof, shall be held in the name of ~~the~~ Administrative Agent or a nominee or ~~Subsidiary~~ Affiliate of ~~the~~ Administrative Agent, as ~~“Administrative Agent”~~agent, for the ratable benefit of ~~all Lenders~~the Banks in accordance with their respective Pro Rata Shares. ~~The~~ Administrative Agent and the Banks hereby expressly waive and relinquish any right of partition with respect to any collateral so acquired. After any collateral is acquired, Administrative Agent may appoint and retain one or more persons or entities experienced in the management, leasing, sale and/or dispositions of similar properties. After consulting with such person(s) or entity(ies), if any, Administrative Agent shall prepare a recommended course of action for such ~~Collateral~~ collateral (a “Post-Foreclosure Plan”), which shall be subject to the approval of ~~the Requisite Lenders~~Required Banks. In accordance with the approved Post-Foreclosure Plan, ~~the~~ Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the ~~Collateral~~ collateral acquired, and shall administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such ~~Collateral~~collateral, and the collecting of rents and other sums from such ~~Collateral~~ collateral and paying the expenses of such ~~Collateral~~collateral. Actions taken by ~~the~~ Administrative Agent with respect to the ~~Collateral~~collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of ~~the Requisite Lenders~~ Required Banks by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its Pro Rata Share) of all reasonable costs and expenses incurred by the Administrative Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. In addition, the Administrative Agent shall render or cause to be rendered to each Lender, on a monthly basis, an income and expense statement for such Collateral, and each Lender shall promptly contribute its Pro Rata Share of any operating loss for such Collateral, and such other expenses and operating reserves as the Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is net operating income from such Collateral, the Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the Lender. All such distributions shall be made to the Lenders in accordance with their respective Pro Rata Shares. The Lenders acknowledge and agree that if title to any Collateral is obtained by the Administrative Agent or its nominee, such Collateral will not be held as a permanent investment but will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11, be liquidated and the proceeds of such liquidation will be distributed in accordance with Section 10.5 as soon as practicable. The Administrative Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to the Lenders. Any purchase money Mortgage taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name the Administrative Agent, as Administrative Agent for the Lenders, as the beneficiary or mortgagee. In such case, the Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money Mortgage defining the rights of the Lenders in the same Pro Rata Shares as provided hereunder, which agreement shall be in all material respects similar to this Article XI insofar as the same is appropriate or applicable.

Appears in 1 contract

Samples: Syndicated Term Loan Agreement (Strategic Storage Trust VI, Inc.)

Post-Foreclosure Plans. If all or any portion of the Collateral is acquired by the Administrative Agent as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the Obligations and/or Specified Derivatives Obligations, the title to any such Collateral, or any portion thereof, shall be held in the name of the Administrative Agent or a nominee or Subsidiary of the Administrative Agent, as ~~“Administrative Agent”~~administrative agent, for the ratable benefit of all Lenders, the Issuing Bank and the Specified Derivatives Providers. The Administrative Agent shall prepare a recommended course of action for such Collateral (a “Post-Foreclosure Plan”), which shall be subject to the approval of the Requisite Lenders. In accordance with the approved Post-Foreclosure Plan, the Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral acquired, and shall administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Collateral, and the collecting of rents and other sums from such Collateral and paying the expenses of such Collateral. Actions taken by the Administrative Agent with respect to the Collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its Pro Rata Share) of all reasonable costs and expenses incurred by the Administrative Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. In addition, the Administrative Agent shall render or cause to be rendered to each Lender, the Issuing Bank and each Specified Derivatives Provider, on a monthly basis, an income and expense statement for such Collateral, and each Lender shall promptly contribute its Pro Rata Share of any operating loss for such Collateral, and such other expenses and operating reserves as the Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is net operating income from such Collateral, the Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the ~~Lender~~Lenders, the Issuing Bank and the Specified Derivatives Providers. All such distributions shall be made to the Lenders in accordance with their respective Pro Rata Shares. The ~~Lenders~~ Lenders, the Issuing Bank and the Specified Derivatives Providers acknowledge and agree that if title to any Collateral is obtained by the Administrative Agent or its nominee, such Collateral will not be held as a permanent investment but ~~will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11,~~ will be liquidated and the proceeds of such liquidation will be distributed in accordance with Section ~~10.5~~ 10.5. as soon as practicable. The Administrative Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to the Lenders, the Issuing Bank and the Specified Derivatives Providers. Any purchase money ~~Mortgage~~ mortgage or deed of trust taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name the Administrative Agent, as ~~Administrative Agent~~ agent for the Lenders, as the beneficiary or mortgagee. In such case, the Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money ~~Mortgage~~ mortgage or deed of trust defining the rights of the Lenders in the same Pro Rata Shares as provided hereunder, which agreement shall be in all material respects similar to this Article XI insofar as the same is appropriate or applicable.

Appears in 1 contract

Samples: Credit Agreement (Maui Land & Pineapple Co Inc)

Appears in 1 contract

Samples: Credit Agreement (NETSTREIT Corp.)

Post-Foreclosure Plans. (a) If all or any portion of the Collateral is acquired by ~~the~~ Administrative Agent as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the ~~Obligations~~obligations under the Loan Documents, the title to any such Collateral, or any portion thereof, shall be held in the name of ~~the~~ Administrative Agent or a nominee or ~~Subsidiary~~ Affiliate of ~~the~~ Administrative Agent, as ~~“Administrative Agent”~~agent, for the ratable benefit of all ~~Lenders~~Lenders in accordance with their respective Commitment Percentage. ~~The~~ Administrative Agent and all Lenders hereby expressly waive and relinquish any right of partition with respect to any Collateral so acquired. After any Collateral is acquired, Administrative Agent may appoint and retain one or more Persons experienced in the management, leasing, sale and/or dispositions of similar properties. After consulting with the Person(s), if any, Administrative Agent shall prepare a recommended course of action for such Collateral (a “Post-Foreclosure Plan”), which shall be subject to the approval of the Requisite Lenders. In accordance with the approved Post-Foreclosure Plan, ~~the~~ Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral acquired, and shall administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Collateral, and the collecting of rents and other sums from such Collateral and paying the expenses of such Collateral. Actions taken by ~~the~~ Administrative Agent with respect to the Collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its Pro Rata Share) of all reasonable costs and expenses incurred by the Administrative Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. In addition, the Administrative Agent shall render or cause to be rendered to each Lender, on a monthly basis, an income and expense statement for such Collateral, and each Lender shall promptly contribute its Pro Rata Share of any operating loss for such Collateral, and such other expenses and operating reserves as the Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is net operating income from such Collateral, the Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the Lender. All such distributions shall be made to the Lenders in accordance with their respective Pro Rata Shares. The Lenders acknowledge and agree that if title to any Collateral is obtained by the Administrative Agent or its nominee, such Collateral will not be held as a permanent investment but will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11, be liquidated and the proceeds of such liquidation will be distributed in accordance with Section 10.5 as soon as practicable. The Administrative Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to the Lenders. Any purchase money Mortgage taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name the Administrative Agent, as Administrative Agent for the Lenders, as the beneficiary or mortgagee. In such case, the Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money Mortgage defining the rights of the Lenders in the same Pro Rata Shares as provided hereunder, which agreement shall be in all material respects similar to this Article XI insofar as the same is appropriate or applicable.

Appears in 1 contract

Samples: Construction Loan and Security Agreement (Campus Crest Communities, Inc.)

Post-Foreclosure Plans. If all or any portion of the Collateral is acquired by the Administrative Agent as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the Guaranteed Obligations, the title to any such Collateral, or any portion thereof, shall be held in the name of the Administrative Agent or a nominee or Subsidiary of the Administrative Agent, as ~~“Administrative Agent”~~administrative agent, for the ratable benefit of all ~~Lenders~~Lender Parties. The Administrative Agent shall prepare a recommended course of action for such Collateral (a “Post-Foreclosure Plan”), which shall be subject to the approval of the Requisite Lenders. In accordance with the approved Post-Foreclosure Plan, the Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral acquired, and shall administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Collateral, and the collecting of rents and other sums from such Collateral and paying the expenses of such Collateral. Actions taken by the Administrative Agent with respect to the Collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its ~~Pro Rata Share~~Commitment Percentage) of all reasonable costs and expenses incurred by the Administrative Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. In addition, the Administrative Agent shall render or cause to be rendered to each Lender, the Issuing Bank and each Specified Derivatives Provider, on a monthly basis, an income and expense statement for such Collateral, and each Lender shall promptly contribute its ~~Pro Rata Share~~ Commitment Percentage of any operating loss for such Collateral, and such other expenses and operating reserves as the Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is ~~net operating income~~ Net Operating Income from such Collateral, the Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the ~~Lender~~Lender Parties. All such distributions shall be made to the Lenders in accordance with their respective ~~Pro Rata Shares~~Commitment Percentages. The ~~Lenders~~ Lenders, the Issuing Bank and the Specified Derivatives Providers acknowledge and agree that if title to any Collateral is obtained by the Administrative Agent or its nominee, such Collateral will not be held as a permanent investment but ~~will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11,~~ will be liquidated and the proceeds of such liquidation will be distributed in accordance with Section ~~10.5~~ 11.5. as soon as practicable. The Administrative Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to the Lenders, the Issuing Bank and the Specified Derivatives Providers. Any purchase money ~~Mortgage~~ mortgage or deed of trust taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name the Administrative Agent, as Administrative Agent for the Lenders, as the beneficiary or mortgagee. In such case, the Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money ~~Mortgage~~ mortgage or deed of trust defining the rights of the Lenders in the same ~~Pro Rata Shares~~ Commitment Percentages as provided hereunder, which agreement shall be in all material respects similar to this Article XI insofar as the same is appropriate or applicable.

Appears in 1 contract

Samples: Credit Agreement (Trade Street Residential, Inc.)

Post-Foreclosure Plans. If all or any portion of the Collateral is acquired by the Administrative Agent as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the ~~Obligations~~Obligations and/or the obligations under the Specified Derivatives Contracts, the title to any such Collateral, or any portion thereof, shall be held in the name of the Administrative Agent or a nominee or Subsidiary of the Administrative Agent, as “Administrative Agent”, for the ratable benefit of all Lenders, the Issuing Banks and the Specified Derivatives Providers. The Administrative Agent shall prepare a recommended course of action for such Collateral (a “Post-Foreclosure Plan”), which shall be subject to the approval of the Requisite Lenders. In accordance with the approved Post-Foreclosure Plan, the Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral acquired, and shall administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Collateral, and the collecting of rents and other sums from such Collateral and paying the expenses of such Collateral. Actions taken by the Administrative Agent with respect to the Collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its Pro Rata Share) of all reasonable costs and expenses incurred by the Administrative Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. In addition, the Administrative Agent shall render or cause to be rendered to each Lender, the Issuing Banks and each Specified Derivatives Provider, on a monthly basis, an income and expense statement for such Collateral, and each Lender shall promptly contribute its Pro Rata Share of any operating loss for such Collateral, and such other expenses and operating reserves as the Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is ~~net operating income~~ Net Operating Income from such Collateral, the Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the ~~Lender~~Lenders, the Issuing Banks and the Specified Derivatives Providers. All such distributions shall be made to the Lenders in accordance with their respective Pro Rata Shares. The ~~Lenders~~ Lenders, the Issuing Banks and the Specified Derivatives Providers acknowledge and agree that if title to any Collateral is obtained by the Administrative Agent or its nominee, such Collateral will not be held as a permanent investment but ~~will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11,~~ will be liquidated and the proceeds of such liquidation will be distributed in accordance with Section ~~10.5~~ 11.5. as soon as practicable. The Administrative Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to the Lenders, the Issuing Banks and the Specified Derivatives Providers. Any purchase money ~~Mortgage~~ mortgage or deed of trust taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name the Administrative Agent, as Administrative Agent for the Lenders, as the beneficiary or mortgagee. In such case, the Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money ~~Mortgage~~ mortgage or deed of trust defining the rights of the Lenders in the same Pro Rata Shares as provided hereunder, which agreement shall be in all material respects similar to this Article XI insofar as the same is appropriate or applicable.. 118

Appears in 1 contract

Samples: Credit Agreement (Tier Reit Inc)

Post-Foreclosure Plans. If all or any portion of the Collateral is acquired by the Administrative Agent as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the Obligations and/or Specified Derivatives Obligations, the title to any such Collateral, or any portion thereof, shall be held in the name of the Administrative Agent or a nominee or Subsidiary of the Administrative Agent, as “Administrative Agent”, for the ratable benefit of all Lenders, the Issuing Bank and the Specified Derivatives Providers. The Administrative Agent shall prepare a recommended course of action for such Collateral (a “Post-Foreclosure Plan”), which shall be subject to the approval of the Requisite Lenders. In accordance with the approved Post-Foreclosure Plan, the Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral acquired, and shall administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Collateral, and the collecting of rents and other sums from such Collateral and paying the expenses of such Collateral. Actions taken by the Administrative Agent with respect to the Collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its Pro Rata Share) of all reasonable costs and expenses incurred by the Administrative Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. In addition, the Administrative Agent shall render or cause to be rendered to each Lender, the Issuing Bank and each Specified Derivatives Provider, on a monthly basis, an income and expense statement for such Collateral, and each Lender shall promptly contribute its Pro Rata Share of any operating loss for such Collateral, and such other expenses and operating reserves as the Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan; for the avoidance of doubt, with respect only to Collateral acquired by the Administrative Agent as a result of a foreclosure or the acceptance of a deed or assignment in lieu of foreclosure, or that is retained in satisfaction of all or any part - 108 - NAI-1501018941v4 of the Obligations and/or Specified Derivatives Obligations, the parties agree that the Borrower shall have no obligation to reimburse the Administrative Agent or any Lender for all or any part of any such operating loss, other expenses or operating reserves. To the extent there is net operating income from such Collateral, the Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the ~~Lender~~Lenders, the Issuing Bank and the Specified Derivatives Providers; for the avoidance of doubt, the parties agree that the Borrower shall have no right to any portion of such income. All such distributions shall be made to the Lenders in accordance with their respective Pro Rata Shares. The ~~Lenders~~ Lenders, the Issuing Bank and the Specified Derivatives Providers acknowledge and agree that if title to any Collateral is obtained by the Administrative Agent or its nominee, such Collateral will not be held as a permanent investment but ~~will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11,~~ will be liquidated and the proceeds of such liquidation will be distributed in accordance with Section ~~10.5~~ 11.5 as soon as practicable, as if such proceeds were the proceeds of the Loan Documents. The Administrative Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to the Lenders, the Issuing Bank and the Specified Derivatives Providers. Any purchase money ~~Mortgage~~ mortgage or deed of trust taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name the Administrative Agent, as Administrative Agent for the Lenders, as the beneficiary or mortgagee. In such case, the Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money ~~Mortgage~~ mortgage or deed of trust defining the rights of the Lenders in the same Pro Rata Shares as provided hereunder, which agreement shall be in all material respects similar to this Article XI insofar as the same is appropriate or applicable.

Appears in 1 contract

Samples: Credit Agreement (LGI Homes, Inc.)

Post-Foreclosure Plans. If all or any portion of the Collateral is acquired by the ~~Administrative~~ Agent or a nominee or Subsidiary of the Agent or affiliate of the Agent as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the Obligations, the title to any such Collateral, or any portion thereof, shall be held in the name of the ~~Administrative~~ Agent or a nominee or Subsidiary of the ~~Administrative~~ Agent or affiliate of the Agent, as ~~“Administrative Agent”~~agent, for the ratable benefit of all Lenders. The ~~Administrative~~ Agent shall prepare a recommended course of action for such Collateral (a “"Post-Foreclosure Plan”"), which shall be subject to the approval of the Requisite Lenders. In accordance with the approved Post-Foreclosure Plan, the ~~Administrative~~ Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral acquired, and shall administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Collateral, and the collecting of rents and other sums from such Collateral and paying the expenses of such Collateral. Actions taken by the ~~Administrative~~ Agent with respect to the Collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its ~~Pro Rata Share~~Commitment Percentage) of all reasonable costs and expenses incurred by the ~~Administrative~~ Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. In addition, the ~~Administrative~~ Agent shall render or cause to be rendered to each Lender, on a monthly basis, an income and expense statement for such Collateral, and each Lender shall promptly contribute its ~~Pro Rata Share~~ Commitment Percentage of any operating loss for such Collateral, and such other expenses and operating reserves as the ~~Administrative~~ Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is net operating income from such Collateral, the ~~Administrative~~ Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the ~~Lender~~Lenders. All such distributions shall be made to the Lenders in accordance with their respective ~~Pro Rata Shares~~Commitment Percentages. The Lenders acknowledge and agree that if title to any Collateral is obtained by the ~~Administrative~~ Agent or its nominee, such Collateral will not be held as a permanent investment but ~~will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11,~~ will be liquidated ~~and the proceeds of such liquidation will be distributed in accordance with Section 10.5~~ as soon as practicable. The ~~Administrative~~ Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to the Lenders. Any purchase money ~~Mortgage~~ mortgage or deed of trust taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name the ~~Administrative~~ Agent, as ~~Administrative Agent~~ agent for the Lenders, as the beneficiary or mortgagee. In such case, the ~~Administrative~~ Agent and the Lenders shall enter into an agreement with respect to such purchase money ~~Mortgage~~ mortgage or deed of trust defining the rights of the Lenders in the same ~~Pro Rata Shares~~ Commitment Percentages as provided hereunder, which agreement shall be in all material respects similar to this Article XI insofar as the same is appropriate or applicable.

Appears in 1 contract

Samples: Credit Agreement (CBL & Associates Properties Inc)

Post-Foreclosure Plans. If all or any portion of the Collateral is acquired by ~~the~~ Administrative Agent as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the ~~Obligations~~obligations of Borrower hereunder, the title to any such Collateral, or any portion thereof, shall be held in the name of ~~the~~ Administrative Agent or a nominee or ~~Subsidiary~~ subsidiary of ~~the~~ Administrative Agent, as ~~“Administrative Agent”~~agent, for the ratable benefit of all Lenders. The Administrative Agent shall prepare a recommended course of action for such Collateral (a “Post-Foreclosure Plan”), which shall be subject to the approval of the Requisite Lenders. In accordance with the approved Post-Foreclosure Plan, ~~the~~ Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral acquired, and shall administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Collateral, and the collecting of rents and other sums from such Collateral and paying the expenses of such Collateral. Actions taken by ~~the~~ Administrative Agent with respect to the Collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its Pro Rata Share) of all reasonable costs and expenses incurred by ~~the~~ Administrative Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. In addition, ~~the~~ Administrative Agent shall render or cause to be rendered to each Lender, on a monthly basis, an income and expense statement for such Collateral, and each Lender shall promptly contribute its Pro Rata Share of any operating loss for such Collateral, and such other expenses and operating reserves as ~~the~~ Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is net operating income from such Collateral, ~~the~~ Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to ~~the Lender~~Lenders. All such distributions shall be made to ~~the~~ Lenders in accordance with their respective Pro Rata Shares. The Lenders acknowledge and agree that if title to any Collateral is obtained by ~~the~~ Administrative Agent or its nominee, such Collateral will not be held as a permanent investment but ~~will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11,~~ will be liquidated ~~and the proceeds of such liquidation will be distributed in accordance with Section 10.5~~ as soon as practicable. The Administrative Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to ~~the~~ Lenders. Any purchase money ~~Mortgage~~ mortgage or deed of trust taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name ~~the~~ Administrative Agent, as ~~Administrative Agent~~ agent for ~~the~~ Lenders, as the beneficiary or mortgagee. In such case, ~~the~~ Administrative Agent and ~~the~~ Lenders shall enter into an agreement with respect to such purchase money ~~Mortgage~~ mortgage or deed of trust defining the rights of ~~the~~ Lenders in the same Pro Rata Shares as provided hereunder, which agreement shall be in all material respects similar to this Article XI insofar as the same is appropriate or applicable.

Appears in 1 contract

Samples: Loan Agreement (Strategic Hotels & Resorts, Inc)

Post-Foreclosure Plans. If all or any portion of the Collateral is acquired by the Administrative Agent or a nominee, affiliate or Subsidiary of the Administrative Agent as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the Obligations and/or Specified Derivatives Obligations, the title to any such Collateral, or any portion thereof, shall be held in the name of the Administrative Agent or a ~~nominee~~ nominee, affiliate or Subsidiary of the Administrative Agent, as ~~“Administrative Agent”~~administrative agent, for the ratable benefit of all ~~Lenders~~Lenders and the Specified Derivatives Providers. The Administrative Agent shall prepare a recommended course of action for such Collateral (a “"Post-Foreclosure Plan”"), which shall be subject to the approval of the Requisite Lenders. In accordance with the approved Post-Foreclosure Plan, the Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral acquired, and shall administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Collateral, and the collecting of rents and other sums from such Collateral and paying the expenses of such Collateral. Actions taken by the Administrative Agent with respect to the Collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its Pro Rata Share) of all reasonable costs and expenses incurred by the Administrative Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. In addition, the Administrative Agent shall render or cause to be rendered to each ~~Lender~~Lender and each Specified Derivatives Provider, on a monthly basis, an income and expense statement for such Collateral, and each Lender shall promptly contribute its Pro Rata Share of any operating loss for such Collateral, and such other expenses and operating reserves as the Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is ~~net operating income~~ Net Operating Income from such Collateral, the Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the ~~Lender~~Lenders and the Specified Derivatives Providers. All such distributions shall be made to the Lenders in accordance with their respective Pro Rata Shares. The Lenders and the Specified Derivatives Providers acknowledge and agree that if title to any Collateral is obtained by the Administrative Agent or its nominee, such Collateral will not be held as a permanent investment but ~~will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11,~~ will be liquidated and the proceeds of such liquidation will be distributed in accordance with Section ~~10.5~~ 11.5. as soon as practicable. The Administrative Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to the ~~Lenders~~Lenders and the Specified Derivatives Providers. Any purchase money ~~Mortgage~~ mortgage or deed of trust taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name the Administrative Agent, as ~~Administrative Agent~~ administrative agent for the Lenders, as the beneficiary or mortgagee. In such case, the Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money ~~Mortgage~~ mortgage or deed of trust defining the rights of the Lenders in the same Pro Rata Shares as provided hereunder, which agreement shall be in all material respects similar to this Article XI insofar as the same is appropriate or applicable.

Appears in 1 contract

Samples: Credit Agreement (CBL & Associates Properties Inc)

Post-Foreclosure Plans. If all or any portion of the Collateral is acquired by ~~the~~ Administrative Agent as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the ~~Obligations~~Debt, the title to any such Collateral, or any portion thereof, shall be held in the name of ~~the~~ Administrative Agent or a nominee or ~~Subsidiary~~ subsidiary of ~~the~~ Administrative Agent, as ~~“Administrative Agent”~~administrative agent, for the ratable benefit of all Lenders. ~~The~~ Administrative Agent shall prepare a recommended course of action for such Collateral (a “Post-Foreclosure Plan”), which shall be subject to the approval of the ~~Requisite~~ Lenders. In accordance with the approved Post-Foreclosure Plan, ~~the~~ Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral acquired, and shall administer all transactions relating thereto, including employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Collateral, and the collecting of rents and other sums from such Collateral and paying the expenses of such Collateral. Actions taken by ~~the~~ Administrative Agent with respect to the Collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the ~~Requisite~~ Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its Pro Rata Share) of all reasonable costs and expenses incurred by ~~the~~ Administrative Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. In addition, ~~the~~ Administrative Agent shall render or cause to be rendered to each Lender, on a monthly basis, an income and expense statement for such Collateral together with accompanying rent rolls for such Collateral, and each Lender shall promptly contribute its share (based on its Pro Rata ~~Share~~ Share) of any operating loss for such Collateral, and such other expenses and operating reserves as ~~the~~ Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is net operating income from such Collateral, ~~the~~ Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to ~~the Lender~~Lenders. All such distributions shall be made to ~~the~~ Lenders in accordance with their respective Pro Rata Shares. ~~The~~ Lenders acknowledge and agree that if title to any Collateral is obtained by ~~the~~ Administrative Agent or its nominee, such Collateral will not be held as a permanent investment but ~~will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11,~~ will be liquidated and the proceeds of such liquidation will be distributed in accordance with ~~Section 10.5~~ the Lender Documents as soon as ~~practicable~~possible. ~~The~~ Administrative Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the ~~Requisite~~ Lenders reasonably shall determine to be most advantageous to ~~the~~ Lenders. Any purchase money ~~Mortgage~~ mortgage or deed of trust taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name ~~the~~ Administrative Agent, as ~~Administrative Agent~~ administrative agent for ~~the Lenders~~Xxxxxxx, as the beneficiary or mortgagee. In such case, ~~the~~ Administrative Agent and ~~the Lenders~~ Xxxxxxx shall enter into an agreement with respect to such purchase money ~~Mortgage~~ mortgage or deed of trust defining the rights of ~~the Lenders~~ Xxxxxxx in the same Pro Rata Shares as provided hereunder, which agreement shall be in all material respects similar to this Article XI insofar as the same is appropriate or applicable.

Appears in 1 contract

Samples: Loan Agreement (Apartment Income REIT, L.P.)

Post-Foreclosure Plans. If all or any portion of the Collateral is acquired by the Administrative Agent as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the ~~Obligations~~obligations of Borrower hereunder, the title to any such Collateral, or any portion thereof, shall be held in the name of the Administrative Agent or a nominee or ~~Subsidiary~~ subsidiary of the Administrative Agent, as ~~“Administrative Agent”~~agent, for the ratable benefit of all Lenders. The Administrative Agent shall prepare a recommended course of action for such Collateral (a “Post-Foreclosure Plan”), which shall be subject to the approval of the Requisite Lenders. In accordance with the approved Post-Foreclosure Plan, the Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral acquired, and shall administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Collateral, and the collecting of rents and other sums from such Collateral and paying the expenses of such Collateral. Actions taken by the Administrative Agent with respect to the Collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its Pro Rata Facility Share) of all reasonable costs and expenses incurred by the Administrative Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. In addition, the Administrative Agent shall render or cause to be rendered to each Lender, on a monthly basis, an income and expense statement for such Collateral, and each Lender shall promptly contribute its Pro Rata Facility Share of any operating loss for such Collateral, and such other expenses and operating reserves as the Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is net operating income from such ~~Collateral~~Collateral (taking into account the funding of any reasonably required operating reserves), the Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the ~~Lender~~Lenders. All such distributions shall be made to the Lenders in accordance with their respective Pro Rata Facility Shares. The Lenders acknowledge and agree that if title to any Collateral is obtained by the Administrative Agent or its nominee, such Collateral will not be held as a permanent investment but will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11, be liquidated and the proceeds of such liquidation will be distributed in accordance with Section 10.5 as soon as practicableinvestment. The Administrative Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to the Lenders. Any purchase money ~~Mortgage~~ mortgage or deed of trust taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name the Administrative Agent, as ~~Administrative Agent~~ agent for the Lenders, as the beneficiary or mortgagee. In such case, the Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money ~~Mortgage~~ mortgage or deed of trust defining the rights of the Lenders in the same Pro Rata Facility Shares as provided hereunder, which agreement shall be in all material respects similar to this Article XI insofar as the same is appropriate or applicable.

Appears in 1 contract

Samples: Loan Agreement (Howard Hughes Corp)

Post-Foreclosure Plans. If all or any portion of the ~~Collateral~~ Property is acquired by the Administrative Agent as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the ~~Obligations~~Debt, the title to ~~any such Collateral~~the Property, or any portion thereof, shall be held in the name of the Administrative Agent or a nominee or ~~Subsidiary~~ subsidiary of the Administrative Agent, as ~~“Administrative Agent”~~agent, for the ratable benefit of all Lenders. The Administrative Agent shall prepare a recommended course of action for ~~such Collateral~~ the Property (a “Post-Foreclosure Plan”~~), which~~ ) and provide a copy of such Post-Foreclosure Plan to each Lender. The Post-Foreclosure Plan shall be subject to the approval of the Requisite ~~Lenders~~Lenders (which must include the approval of any Lender then acting as Administrative Agent). A Lender’s failure to raise an objection to a proposed Post-Foreclosure Plan within ten (10) Business Days of delivery by Administrative Agent to Lender of such Post-Foreclosure Plan shall be deemed to constitute Lender’s approval of such Post-Foreclosure Plan. In accordance with the approved Post-Foreclosure Plan, the Administrative Agent shall manage, operate, repair, 92 administer, complete, construct, restore or otherwise deal with the ~~Collateral~~ Property acquired, and shall administer all transactions relating thereto, including, without limitation, employing a property manager, leasing agent and other agents, contractors and employees, including agents for the sale of ~~such Collateral~~the Property, and the collecting of ~~rents~~ Rents and other sums from ~~such Collateral~~ the Property and paying the expenses of such ~~Collateral~~Property. Actions taken by the Administrative Agent with respect to the ~~Collateral~~Property, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders (which must include the consent of any Lender then acting as Administrative Agent) by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its ~~share (based on its~~ Pro Rata ~~Share)~~ Share of all reasonable costs and expenses incurred by the Administrative Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of ~~such Collateral~~the Property. In addition, the Administrative Agent shall render or cause to be rendered to each Lender, on a monthly basis, an income and expense statement for ~~such Collateral~~the Property, and each Lender shall promptly (but no later than five (5) Business Days from receipt of such statement) contribute its Pro Rata Share of any operating loss for ~~such Collateral~~the Property, and such other expenses and operating reserves as the Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is net operating income from ~~such Collateral~~the Property, the Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the ~~Lender~~Lenders. All such distributions shall be made to the Lenders in accordance with their respective Pro Rata Shares. The Lenders acknowledge and agree that if title to ~~any Collateral~~ the Property is obtained by the Administrative Agent or its nominee, ~~such Collateral~~ the Property will not be held as a permanent investment but ~~will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11,~~ will be liquidated ~~and the proceeds of such liquidation will be distributed in accordance with Section 10.5~~ as soon as practicable. The Administrative Agent shall undertake to sell ~~such Collateral~~the Property, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine (which must include the consent of any Lender then acting as Administrative Agent) to be most advantageous to the Lenders. Any purchase money ~~Mortgage~~ mortgage or deed of trust taken in connection with the disposition of ~~such Collateral~~ the Property in accordance with the immediately preceding sentence shall name the Administrative Agent, as ~~Administrative Agent~~ agent for the Lenders, as the beneficiary or mortgagee. In such case, the Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money ~~Mortgage~~ mortgage or deed of trust defining the rights of the Lenders in the same Pro Rata Shares as provided hereunder, which agreement shall be in all material respects similar to this Article XI 11 insofar as the same is appropriate or applicable.

Appears in 1 contract

Samples: Loan Agreement (Cole Credit Property Trust III, Inc.)

Post-Foreclosure Plans. If all or any portion of the Collateral is acquired by the Administrative Agent as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the ~~Obligations~~obligations of Borrower hereunder, the title to any such Collateral, or any portion thereof, shall be held in the name of the Administrative Agent or a nominee or ~~Subsidiary~~ subsidiary of the Administrative Agent, as ~~“Administrative Agent”~~agent, for the ratable benefit of all Lenders. The Administrative Agent shall prepare a recommended course of action for such Collateral (a “Post-Foreclosure Plan”), which shall be subject to the approval of the Requisite Lenders. In accordance with the approved Post-Foreclosure Plan, the Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral acquired, and shall administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Collateral, and the collecting of rents and other sums from such Collateral and paying the expenses of such Collateral. Actions taken by the Administrative Agent with respect to the Collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its Pro Rata Share) of all reasonable costs and expenses incurred by the Administrative Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. In addition, the Administrative Agent shall render or cause to be rendered to each Lender, on a monthly basis, an income and expense statement for such Collateral, and each Lender shall promptly contribute its Pro Rata Share of any operating loss for such Collateral, and such other expenses and operating reserves as the Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is net operating income from such ~~Collateral~~Collateral (taking into account the funding of any reasonably required operating reserves), the Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the ~~Lender~~Lenders. All such distributions shall be made to the Lenders in accordance with their respective Pro Rata Shares. The Lenders acknowledge and agree that if title to any Collateral is obtained by the Administrative Agent or its nominee, such Collateral will not be held as a permanent investment but ~~will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11,~~ will be liquidated ~~and the proceeds of such liquidation will be distributed in accordance with Section 10.5~~ as soon as practicable. The Administrative Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to the Lenders. Any purchase money ~~Mortgage~~ mortgage or deed of trust taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name the Administrative Agent, as ~~Administrative Agent~~ agent for the Lenders, as the beneficiary or mortgagee. In such case, the Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money ~~Mortgage~~ mortgage or deed of trust defining the rights of the Lenders in the same Pro Rata Shares as provided hereunder, which agreement shall be in all material respects similar to this Article XI insofar as the same is appropriate or applicable.

Appears in 1 contract

Samples: Loan Agreement (Howard Hughes Corp)

Post-Foreclosure Plans. If all or any portion of the Collateral is acquired by ~~the~~ Administrative Agent as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the ~~Obligations~~Obligations of Borrower hereunder, the title to any such Collateral, or any portion thereof, shall be held in the name of ~~the~~ Administrative Agent or a nominee or ~~Subsidiary~~ subsidiary of ~~the~~ Administrative Agent, as ~~“Administrative Agent”~~agent, for the ratable benefit of all Lenders. The Administrative Agent shall prepare a recommended course of action for such Collateral (a “Post-Foreclosure Plan”), which shall be subject to the approval of the Requisite Lenders. In accordance with the approved Post-Foreclosure Plan, ~~the~~ Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral acquired, and shall administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Collateral, and the collecting of rents and other sums from such Collateral and paying the expenses of such Collateral. Actions taken by ~~the~~ Administrative Agent with respect to the Collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its Pro Rata Share) of all reasonable costs and expenses incurred by ~~the~~ Administrative Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. In addition, ~~the~~ Administrative Agent shall render or cause to be rendered to each Lender, on a monthly basis, an income and expense statement for such Collateral, and each Lender shall promptly contribute its Pro Rata Share of any operating loss for such Collateral, and such other expenses and operating reserves as ~~the~~ Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is net operating income from such Collateral, ~~the~~ Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to ~~the Lender~~Lenders. All such distributions shall be made to ~~the~~ Lenders in accordance with their respective Pro Rata Shares. The Lenders acknowledge and agree that if title to any Collateral is obtained by ~~the~~ Administrative Agent or its nominee, such Collateral will not be held as a permanent investment but ~~will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11,~~ will be liquidated ~~and the proceeds of such liquidation will be distributed in accordance with Section 10.5~~ as soon as practicable. The Administrative Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most Loan No. 1004873 advantageous to ~~the~~ Lenders. Any purchase money ~~Mortgage~~ mortgage or deed of trust taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name ~~the~~ Administrative Agent, as ~~Administrative Agent~~ agent for ~~the~~ Lenders, as the beneficiary or mortgagee. In such case, ~~the~~ Administrative Agent and ~~the~~ Lenders shall enter into an agreement with respect to such purchase money ~~Mortgage~~ mortgage or deed of trust defining the rights of ~~the~~ Lenders in the same Pro Rata Shares as provided hereunder, which agreement shall be in all material respects similar to this Article XI insofar as the same is appropriate or applicable.

Appears in 1 contract

Samples: Loan Agreement (Chesapeake Lodging Trust)

Post-Foreclosure Plans. If all or any portion of the Collateral is to be acquired by the Administrative Agent as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the ~~Obligations~~obligations of Borrowers hereunder, the title to any such Collateral, or any portion thereof, shall be held in the name of the Administrative Agent or a nominee or ~~Subsidiary~~ subsidiary of the Administrative Agent, as ~~“Administrative Agent”~~agent, for the ratable benefit of all Lenders. The Administrative Agent shall prepare a recommended course of action for such Collateral (a “"Post-Foreclosure Plan”"), which shall be subject to the approval of the Requisite Lenders. In accordance with the approved Post-Foreclosure Plan, the Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral acquired, and shall administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Collateral, and the collecting of rents and other sums from such Collateral and paying the expenses of such Collateral. Actions taken by the Administrative Agent with respect to the Collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its Pro Rata Share) of all reasonable costs and expenses incurred by the Administrative Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. In addition, the Administrative Agent shall render or cause to be rendered to each Lender, on a monthly basis, an income and expense statement for such Collateral, and each Lender shall promptly contribute its Pro Rata Share of any operating loss for such Collateral, and such other expenses and operating reserves as the Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is net operating income from such Collateral, the Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the ~~Lender~~Lenders. All such distributions shall be made to the Lenders in accordance with their respective Pro Rata Shares. The Lenders acknowledge and agree that if title to any Collateral is obtained by the Administrative Agent or its nominee, such Collateral will not be held as a permanent investment but ~~will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11,~~ will be liquidated ~~and the proceeds of such liquidation will be distributed in accordance with Section 10.5~~ as soon as practicable. The Administrative Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to the Lenders. Any purchase money ~~Mortgage~~ mortgage or deed of trust taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name the Administrative Agent, as ~~Administrative Agent~~ agent for the Lenders, as the beneficiary or mortgagee. In such case, the Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money ~~Mortgage~~ mortgage or deed of trust defining the rights of the Lenders in the same Pro Rata Shares as provided hereunder, which agreement shall be in all material respects similar to this Article XI insofar as the same is appropriate or applicable.

Appears in 1 contract

Samples: And Consolidated Loan Agreement (KBS Real Estate Investment Trust II, Inc.)

Post-Foreclosure Plans. If all or any portion of the Collateral is acquired by the Administrative Agent as a result of a foreclosure or the acceptance of an assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the Obligations, the title to any such Collateral, or any portion thereof, shall be held in the name of the Administrative Agent or a nominee or Subsidiary of the Administrative Agent, as “Administrative Agent”, for the ratable benefit of all Lenders. The Administrative Agent shall prepare a recommended course of action for such Collateral (a “Post-Foreclosure Plan”), which shall be subject to the approval of the Requisite Lenders. In accordance with the approved Post-Foreclosure Plan, the Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral acquired, and shall administer all transactions relating thereto, including agents for the sale of such Collateral, and the collecting of ~~rents and other~~ sums from such Collateral and paying the expenses of such Collateral. Actions taken by the Administrative Agent with respect to the Collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its Pro Rata Share) of all reasonable costs and expenses incurred by the Administrative Agent pursuant to the approved Post-Foreclosure Plan in connection with the ~~construction, operation, management, maintenance, leasing~~ maintenance and sale of such Collateral. In addition, the Administrative Agent shall render or cause to be rendered to each Lender, on a monthly basis, an income and expense statement for such Collateral, and each Lender shall promptly contribute its Pro Rata Share of any operating loss for such Collateral, and such other expenses and operating reserves as the Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is net operating income from such Collateral, the Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the Lender. All such distributions shall be made to the Lenders in accordance with their respective Pro Rata Shares. The Lenders acknowledge and agree that if title to any Collateral is obtained by the Administrative Agent or its nominee, such Collateral will not be held as a permanent investment but will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11, be liquidated and the proceeds of such liquidation will be distributed in accordance with Section 10.5 as soon as practicable. The Administrative Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to the Lenders. Any purchase money Mortgage taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name the Administrative Agent, as Administrative Agent for the Lenders, as the beneficiary or mortgagee. In such case, the Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money Mortgage defining the rights of the Lenders in the same Pro Rata Shares as provided hereunder, which agreement shall be in all material respects similar to this Article XI insofar as the same is appropriate or applicable.

Appears in 1 contract

Samples: Credit Agreement (Service Properties Trust)

Post-Foreclosure Plans. If all or any portion of the Collateral is acquired by the Administrative Agent as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the ~~Obligations~~obligations of Borrower hereunder, the title to any such Collateral, or any portion thereof, shall be held in the name of the Administrative Agent or a nominee or ~~Subsidiary~~ subsidiary of the Administrative Agent, as ~~“Administrative Agent”~~agent, for the ratable benefit of all Lenders. The Administrative Agent shall prepare a recommended course of action for such Collateral (a “Post-Foreclosure Plan”), which shall be subject to the approval of the Requisite Lenders. In accordance with the approved Post-Foreclosure Plan, the Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral acquired, and shall administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Collateral, and the collecting of rents and other sums from such Collateral and paying the expenses of such Collateral. Actions taken by the Administrative Agent with respect to the Collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its Pro Rata Share) of all reasonable costs and expenses incurred by the Administrative Agent pursuant to the approved ~~Post-~~Post- Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. In addition, the Administrative Agent shall render or cause to be rendered to each Lender, on a monthly basis, an income and expense statement for such Collateral, and each Lender shall promptly contribute its Pro Rata Share of any operating loss for such Collateral, and such other expenses and operating reserves as the Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is net operating income from such Collateral, the Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the ~~Lender~~Lenders. All such distributions shall be made to the Lenders in accordance with their respective Pro Rata Shares. The Lenders acknowledge and agree that if title to any Collateral is obtained by the Administrative Agent or its nominee, such Collateral will not be held as a permanent investment but ~~will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11,~~ will be liquidated ~~and the proceeds of such liquidation will be distributed in accordance with Section 10.5~~ as soon as practicable. The Administrative Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to the Lenders. Any purchase money ~~Mortgage~~ mortgage or deed of trust taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name the Administrative Agent, as ~~Administrative Agent~~ agent for the Lenders, as the beneficiary or mortgagee. In such case, the Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money ~~Mortgage~~ mortgage or deed of trust defining the rights of the Lenders in the same Pro Rata Shares as provided hereunder, which agreement shall be in all material respects similar to this Article XI insofar as the same is appropriate or applicable.

Appears in 1 contract

Samples: Building Loan Agreement (Sunrise Senior Living Inc)

Post-Foreclosure Plans. If all or any portion of the Collateral is acquired by the Administrative Agent as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the Guaranteed Obligations, the title to any such Collateral, or any portion thereof, shall be held in the name of the Administrative Agent or a nominee or Subsidiary of the Administrative Agent, as “Administrative Agent”, for the ratable benefit of all ~~Lenders~~Lender Parties. The Administrative Agent shall prepare a recommended course of action for such Collateral (a “Post-Foreclosure Plan”), which shall be subject to the approval of the Requisite Lenders. In accordance with the approved Post-Foreclosure Plan, the Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral acquired, and shall administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Collateral, and the collecting of rents and other sums from such Collateral and paying the expenses of such Collateral. Actions taken by the Administrative Agent with respect to the Collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its Pro Rata Share) of all reasonable costs and expenses incurred by the Administrative Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. In addition, the Administrative Agent shall render or cause to be rendered to each ~~Lender~~Lender Party, on a monthly basis, an income and expense statement for such Collateral, and each Lender shall promptly contribute its Pro Rata Share of any operating loss for such Collateral, and such other expenses and operating reserves as the Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is ~~net operating income~~ Net Operating Income from such Collateral, the Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the ~~Lender~~Lender Parties. All such distributions shall be made to the Lenders in accordance with their respective Pro Rata Shares. The ~~Lenders~~ Lender Parties acknowledge and agree that if title to any Collateral is obtained by the Administrative Agent or its nominee, such Collateral will not be held as a permanent investment but ~~will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11,~~ will be liquidated and the proceeds of such liquidation will be distributed in accordance with Section ~~10.5~~ 11.5. as soon as practicable. The Administrative Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to the ~~Lenders~~Lender Parties. Any purchase money ~~Mortgage~~ mortgage or deed of trust taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name the Administrative Agent, as Administrative Agent for the Lenders, as the beneficiary or mortgagee. In such case, the 119 LEGAL 4867-4266-3982v.3 Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money ~~Mortgage~~ mortgage or deed of trust defining the rights of the Lenders in the same Pro Rata Shares as provided hereunder, which agreement shall be in all material respects similar to this Article XI XII. insofar as the same is appropriate or applicable.

Appears in 1 contract

Samples: Credit Agreement (NETSTREIT Corp.)

Post-Foreclosure Plans. If all or any portion of the Collateral is acquired by the ~~Administrative~~ Agent as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the Obligations, the title to any such Collateral, or any portion thereof, shall be held in the name of the ~~Administrative~~ Agent or a nominee or Subsidiary of the ~~Administrative~~ Agent, as ~~“Administrative Agent”~~agent, for the ratable benefit of all Lenders. The ~~Administrative~~ Agent shall prepare a recommended course of action for such Collateral (a “Post-Foreclosure Plan”), which shall be subject to the approval of the Requisite Lenders. In accordance with the approved Post-Foreclosure Plan, the ~~Administrative~~ Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral acquired, and shall administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Collateral, and the collecting of rents and other sums from such Collateral and paying the expenses of such Collateral. Actions taken by the ~~Administrative~~ Agent with respect to the Collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its Pro Rata Share) of all reasonable costs and expenses incurred by the ~~Administrative~~ Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. In addition, the ~~Administrative~~ Agent shall render or cause to be rendered to each Lender, on a monthly basis, an income and expense statement for such Collateral, and each Lender shall promptly contribute its Pro Rata Share of any operating loss for such Collateral, and such other expenses and operating reserves as the ~~Administrative~~ Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is net operating income from such Collateral, the ~~Administrative~~ Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the ~~Lender~~Lenders. All such distributions shall be made to the Lenders in accordance with their respective Pro Rata Shares. The Lenders acknowledge and agree that if title to any Collateral is obtained by the ~~Administrative~~ Agent or its nominee, such Collateral will not be held as a permanent investment but ~~will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11,~~ will be liquidated ~~and the proceeds of such liquidation will be distributed in accordance with Section 10.5~~ as soon as practicable. The ~~Administrative~~ Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to the Lenders. Any purchase money ~~Mortgage~~ mortgage or deed of trust taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name the ~~Administrative~~ Agent, as ~~Administrative Agent~~ agent for the Lenders, as the beneficiary or mortgagee. In such case, the ~~Administrative~~ Agent and the Lenders shall enter into an agreement with respect to such purchase money ~~Mortgage~~ mortgage or deed of trust defining the rights of the Lenders in the same Pro Rata Shares as provided hereunder, which agreement shall be in all material respects similar to this Article XI insofar as the same is appropriate or applicable.

Appears in 1 contract

Samples: Credit Agreement (CRT Properties Inc)

Post-Foreclosure Plans. If all or any portion of the Collateral is acquired by ~~the~~ Administrative Agent as a result of a foreclosure or the acceptance of an a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the ~~Obligations~~Obligations of Borrower hereunder, the title to any such Collateral, or any portion thereof, shall be held in the name of ~~the~~ Administrative Agent or a nominee or ~~Subsidiary~~ subsidiary of ~~the~~ Administrative Agent, as ~~“Administrative Agent”~~agent, for the ratable benefit of all Lenders. The Administrative Agent shall prepare a recommended course of action for such Collateral (a “Post-Foreclosure Plan”), which shall be subject to the approval of the Requisite Lenders. In accordance with the approved Post-Foreclosure Plan, ~~the~~ Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral acquired, and shall administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Collateral, and the collecting of rents and other sums from such Collateral and paying the expenses of such Collateral. Actions taken by ~~the~~ Administrative Agent with respect to the Collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its Pro Rata Share) of all reasonable costs and expenses incurred by ~~the~~ Administrative Agent pursuant to the approved Post-Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. In addition, ~~the~~ Administrative Agent shall render or cause to be rendered to each Lender, on a monthly basis, an income and expense statement for such Collateral, and each Lender shall promptly contribute its Pro Rata Share of any operating loss for such Collateral, and such other expenses and operating reserves as ~~the~~ Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is net operating income from such Collateral, ~~the~~ Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to ~~the Lender~~Lenders. All such distributions shall be made to ~~the~~ Lenders in accordance with their respective Pro Rata Shares. The Lenders acknowledge and agree that if title to any Collateral is obtained by ~~the~~ Administrative Agent or its nominee, such Collateral will not be held as a permanent investment but ~~will, consistent with and subject to the requirements of Section 11.10 and this Section 11.11,~~ will be liquidated ~~and the proceeds of such liquidation will be distributed in accordance with Section 10.5~~ as soon as practicable. The Administrative Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most Loan No. 1013507 advantageous to ~~the~~ Lenders. Any purchase money ~~Mortgage~~ mortgage or deed of trust taken in connection with the disposition of such Collateral in accordance with the immediately preceding sentence shall name ~~the~~ Administrative Agent, as ~~Administrative Agent~~ agent for ~~the~~ Lenders, as the beneficiary or mortgagee. In such case, ~~the~~ Administrative Agent and ~~the~~ Lenders shall enter into an agreement with respect to such purchase money ~~Mortgage~~ mortgage or deed of trust defining the rights of ~~the~~ Lenders in the same Pro Rata Shares as provided ~~hereunder~~hereunder (however taking into account the pari passu interest of Administrative Agent or its Affiliates arising under any Derivative Agreement), which agreement shall be in all material respects similar to this Article XI insofar as the same is appropriate or applicable.

Appears in 1 contract

Samples: Loan Agreement (Chesapeake Lodging Trust)

Common use of Post-Foreclosure Plans Clause in Contracts