Senior Lender Foreclosure Sample Clauses

Senior Lender Foreclosure. An exercise of remedies under the financing documents between Seller and Senior Lenders, in and of itself, is not an Event of Default under Section 11.1.2(d).
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Senior Lender Foreclosure. (a) Notwithstanding anything herein to the contrary, but subject to the provisions of this Section, if the holder of record of a first mortgage granted to a state or national bank, state or federal savings and loan association, cooperative bank, mortgage company, trust company, insurance company or other institutional or governmental lender shall acquire the Project by reason of foreclosure or similar remedial action under the provisions of such mortgage or upon conveyance of the Project in lieu of foreclosure, and provided that the holder of such mortgage has given the Restriction Holder and DHCD not less than sixty (60) days' prior written notice of its intention to foreclose upon its mortgage or to accept a conveyance of the Project in lieu of foreclosure to attempt to structure a workout or other arrangement to avoid such foreclosure, conveyance in lieu of foreclosure, or similar remedial action and the Restriction Holder or DHCD has failed within such sixty (60) days to locate a purchaser for the Project who is capable of operating the Project for the uses permitted under this Agreement and who is reasonably acceptable to such mortgage holder, then except as provided below, the rights and restrictions herein contained shall not apply to such mortgage holder upon such acquisition of the Project or to any purchaser of the Project from such mortgage holder, and the Project shall, subject to Paragraph (b) below, thereafter be free from all such rights and restrictions. Notwithstanding the foregoing, the rights and restrictions contained herein shall terminate only to the extent it is financially infeasible to maintain the level of affordability required by this Agreement or some lesser level of affordability (i.e., fewer Local Action Units or Local Action Units affordable to persons or families with higher annual incomes than those required by this Agreement.) "Financially infeasible" shall mean (i) with respect to the operation of the Project, that the rent and other income from the Project is, or is reasonably projected to be, less than the reasonable expenses required (or reasonably projected to be required) to maintain and operate the Project and (ii) with respect to a sale of the Project, that the restrictions would prevent (or be reasonably projected to prevent) the senior mortgage holder from recovering all amounts due and owing with respect to its financing of the Project, including without limitation, principal, interest, charges, costs, expenses...
Sample 1

Related to Senior Lender Foreclosure

  • Collection; Foreclosure Upon the occurrence and during the continuance of any Event of Default, Lender may, at any time or from time to time, apply, collect, liquidate, sell in one or more sales, lease or otherwise dispose of, any or all of the Collateral, in its then condition or following any commercially reasonable preparation or processing, in such order as Lender may elect. Any such sale may be made either at public or private sale at its place of business or elsewhere. Borrower agrees that any such public or private sale may occur upon ten (10) calendar days’ prior written notice to Borrower. Lender may require Borrower to assemble the Collateral and make it available to Lender at a place designated by Lender that is reasonably convenient to Lender and Borrower. The proceeds of any sale, disposition or other realization upon all or any part of the Collateral shall be applied by Lender in the following order of priorities: First, to Lender in an amount sufficient to pay in full Lender’s costs and professionals’ and advisors’ fees and expenses as described in Section 11.11; Second, to Lender in an amount equal to the then unpaid amount of the Secured Obligations (including principal, interest, and the Default Rate interest), in such order and priority as Lender may choose in its sole discretion; and Finally, after the full, final, and indefeasible payment in Cash of all of the Secured Obligations, to any creditor holding a junior Lien on the Collateral, or to Borrower or its representatives or as a court of competent jurisdiction may direct. Lender shall be deemed to have acted reasonably in the custody, preservation and disposition of any of the Collateral if it complies with the obligations of a secured party under the UCC.

  • Senior Loan Documents The executed Senior Loan Documents are the same forms as approved by HUD prior to the date of this Agreement. Upon execution and delivery of the Senior Loan Documents, Borrower shall deliver to Subordinate Lender an executed copy of each of the Senior Loan Documents, certified to be true, correct and complete.

  • Foreclosure (a) Subordinate Lender shall not exercise any rights it may have under the Second Mortgage and the other Subordinate Loan Documents or applicable law with respect to a foreclosure or other realization upon the Premises (including, without limitation, obtaining title to the Premises or selling or otherwise transferring the Premises) without the prior written consent of Senior Lender (such consent not to be unreasonably withheld or delayed) unless (i) the transferee of title to the Premises is a Qualified Transferee, (ii) the Premises will be managed by a Qualified Manager promptly after the transfer of title to the Premises, and (iii) if not in place prior to the transfer of title to the Premises, hard cash management and adequate reserves for taxes, insurance, debt service, ground rents, capital repair and improvement expenses, tenant improvement expenses and leasing commissions and operating expenses will be implemented under the Senior Loan to the extent required under the Senior Loan Documents promptly after the transfer of title to the Premises. Prior to consummation of any transfer of the Premises pursuant to this Section 5(a), the Subordinate Lender shall provide to Senior Lender notice of the potential transfer. Upon consummation of any such transfer of the Premises pursuant to this Section 5(a), Subordinate Lender shall provide to the Senior Lender an officer’s certificate from an officer of Subordinate Lender certifying that all conditions set forth in this Section 5(a) have been satisfied. Senior Lender may request reasonable evidence that the foregoing requirements have been satisfied. (b) Nothing contained herein shall limit or restrict the right of Subordinate Lender to exercise its rights and remedies, in law or in equity, or otherwise, in order to realize on its second lien on the Premises. (c) In the event Subordinate Lender or any purchaser at a foreclosure sale obtains title to the Premises, Senior Lender hereby acknowledges and agrees that any transfer or assumption fee in the Senior Loan Commitment shall be waived as a condition to such transfer, any such transfer shall not constitute a breach or default under the Senior Loan Documents, provided the conditions in Section 5(a) are met. Senior Lender also acknowledges and agrees that it will not impose any unreasonable fees or delays in connection with such Transfer.

  • of the Loan Agreement Section 14.1.1(c)(iii) of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

  • Loan Agreement This Agreement duly executed by Borrower and Lender.

  • Secured Party In performing its obligations under this Agreement, the Secured Party is subject to, and entitled to the benefits of, the terms of the Indenture that apply to the Indenture Trustee.

  • The Loan Section 2.01. (a) ADB agrees to lend to the Borrower from ADB's ordinary capital resources an amount of one hundred million Dollars ($100,000,000), as such amount may be converted from time to time through a Currency Conversion in accordance with the provisions of Section 2.06 of this Loan Agreement.

  • Security Instrument Borrower will execute the Security Instrument dated of even date with this Loan Agreement. The Security Instrument will be recorded in the applicable land records in the Property Jurisdiction.

  • Deed of Trust If the related Mortgage is a deed of trust, a trustee, duly qualified under applicable law to serve as such, is properly designated and serving under such Mortgage.

  • Leasehold Mortgage Tenant shall not be permitted to encumber the fee simple title in the Land, Building or Premises or any of the structures, improvements, fixtures or any other portion of the Premises, including without limitation any Addition. Tenant shall only be permitted to mortgage Tenant's interest under this Lease, which such mortgage shall in no manner alter the terms and conditions of this Lease, nor impact Landlord's rights as the owner of the Premises. In no event shall the Landlord's fee simple title in the Land, Building or the Premises or any of the structures, improvements, fixtures or any other portion of the Premises, including without limitation any Addition, be encumbered by any such leasehold mortgage. In the event Tenant desires to obtain a leasehold mortgage, Tenant shall present and Landlord shall have the right to review and approve of any leasehold mortgage and any other documents to be recorded in relation to such leasehold mortgage prior to their record to confirm that such documents do not encumber Landlord's fee simple title in the Land, Building or the Premises. Landlord agrees, upon the request of a leasehold mortgagee, to provide to such leasehold mortgagee a copy of all notices of default made by Landlord upon Tenant under this Lease, to permit such leasehold mortgagee an opportunity to cure any such defaults, which in no event shall exceed sixty (60) business days and to recognize such mortgagee or any purchaser of Tenant's leasehold interest in the Premises in foreclosure as the tenant under this Lease, provided that such mortgagee or purchaser in foreclosure complies with each and every term and provision of this Lease and that all outstanding obligations of the Tenant have been paid in full. Tenant shall reimburse Landlord's reasonable out-of-pocket costs, including attorneys fees, to review such documents.

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