Common use of Senior Loan Clause in Contracts

Senior Loan. Borrower shall, or shall cause Mortgagor, to fully and timely pay all amounts owing under the Senior Loan Documents and timely and fully perform all of Mortgagor’s covenants and agreements contained therein. Borrower shall provide Lender with copies of all notices (except routine notices which would not include any notice related to any failure to comply with any terms of the Senior Loan Documents or regarding any event of default under the Senior Loan Documents) given or received by Mortgagor under or pursuant to the Senior Loan Documents, promptly upon delivery or receipt as the case may be. Without limiting the Lender’s right to declare an Event of Default on account of a failure to comply with the terms and provisions of the Senior Loan Documents, if Borrower or Mortgagor fail to so pay or perform such obligations, and if such failure either (i) becomes an Event of Default hereunder or (ii) prior to becoming an Event of Default continues for twenty (20) days after Lender gives written notice to Borrower to cure, the Lender may pay or perform the same pursuant to Section 18(b) hereof. Notwithstanding the foregoing, (i) Lender shall have no obligation whatsoever to pay any of the amounts evidenced or secured by, or to perform any of the covenants or obligations imposed by, any Senior Loan Documents, and (ii) any such payment by Lender shall not cure Mortgagor’s default hereunder or under the Senior Loan Documents but shall only protect Lender’s interest in the Project. Borrower shall not, nor shall it permit Mortgagor to, amend or modify any of the Senior Loan Documents without the prior written consent of Lender.

Senior Loan. The Borrower shall, or shall cause MortgagorMortgagor to, to fully and timely pay all amounts owing under the Senior Loan Documents and timely and fully perform all of the Mortgagor’s covenants and agreements contained therein. Borrower shall provide Lender with copies of all notices (except routine notices which would not include any notice related to any failure to comply with any terms of the Senior Loan Documents or regarding any event of default under the Senior Loan Documents) given or received by Mortgagor under or pursuant to the Senior Loan Documents, promptly upon delivery or receipt as the case may be. Without limiting the Lender’s right to declare an Event of Default on account of a failure to comply with the terms and provisions of the Senior Loan Documents, if Borrower or Mortgagor fail to so pay or perform such obligations, and if such failure either (i) becomes an Event of Default hereunder or (ii) prior to becoming an Event of Default continues for twenty (20) days after Lender gives written notice to Borrower to cure, the Lender may pay or perform the same pursuant to Section 18(b) hereof. Notwithstanding the foregoing, (i) Lender shall have no obligation whatsoever to pay any of the amounts evidenced or secured by, or to perform any of the covenants or obligations imposed by, any Senior Loan Documents, and (ii) any such payment by Lender shall not cure Mortgagor’s default hereunder or under the Senior Loan Documents but shall only protect Lender’s interest in the Project. Borrower shall not, nor shall it permit Mortgagor to, amend or modify any of the Senior Loan Documents without the prior written consent of Lender.

Senior Loan. Borrower The Borrowers shall, or shall cause MortgagorMortgagor to, to fully and timely pay all amounts owing under the Senior Loan Documents and timely and fully perform all of the Mortgagor’s covenants and agreements contained therein. Borrower Borrowers shall provide Lender with copies of all notices (except routine notices which would not include any notice related to any failure to comply with any terms of the Senior Loan Documents or regarding any event of default under the Senior Loan Documents) given or received by Mortgagor under or pursuant to the Senior Loan Documents, promptly upon delivery or receipt as the case may be. Without limiting the Lender’s right to declare an Event of Default on account of a failure to comply with the terms and provisions of the Senior Loan Documents, if Borrower Borrowers or Mortgagor fail to so pay or perform such obligations, and if such failure either (i) becomes an Event of Default hereunder or (ii) prior to becoming an Event of Default continues for twenty (20) days after Lender gives written notice to Borrower to cure, the Lender may pay or perform the same pursuant to Section 18(b) hereof. Notwithstanding the foregoing, (i) Lender shall have no obligation whatsoever to pay any of the amounts evidenced or secured by, or to perform any of the covenants or obligations imposed by, any Senior Loan Documents, and (ii) any such payment by Lender shall not cure Mortgagor’s default hereunder or under the Senior Loan Documents but shall only protect Lender’s interest in the Project. Borrower Except for amendments and modifications not requiring Lender’s prior consent pursuant to the terms of the Intercreditor Agreement, Borrowers shall not, nor shall it they permit Mortgagor to, amend or modify any of the Senior Loan Documents without except as permitted under the prior written consent terms of Lenderthe Intercreditor Agreement.

Senior Loan. Borrower The Borrowers shall, or shall cause MortgagorMortgagor to, to fully and timely pay all amounts owing under the Senior Loan Documents and timely and fully perform all of the Mortgagor’s covenants and agreements contained therein. Borrower Borrowers shall provide Lender with copies of all notices (except routine notices which would not include any notice related to any failure to comply with any terms of the Senior Loan Documents or regarding any event of default under the Senior Loan Documents) given or received by Mortgagor under or pursuant to the Senior Loan Documents, promptly upon delivery or receipt as the case may be. Without limiting the Lender’s right to declare an Event of Default on account of a failure to comply with the terms and provisions of the Senior Loan Documents, if Borrower Borrowers or Mortgagor fail to so pay or perform such obligations, and if such failure either (i) becomes an Event of Default hereunder or (ii) prior to becoming an Event of Default continues for twenty (20) days after Lender gives written notice to Borrower to cure, the Lender may pay or perform the same pursuant to Section 18(b) hereof. Notwithstanding the foregoing, (i) Lender shall have no obligation whatsoever to pay any of the amounts evidenced or secured by, or to perform any of the covenants or obligations imposed by, any Senior Loan Documents, and (ii) any such payment by Lender shall not cure Mortgagor’s default hereunder or under the Senior Loan Documents but shall only protect Lender’s interest in the Project. Borrower Borrowers shall not, nor shall it they permit Mortgagor to, amend or modify any of the Senior Loan Documents without the prior written consent of Lender.

Senior Loan. Borrower shall(a) Lender shall have the right to cure any Mortgage Loan Event of Default, regardless of whether such Mortgage Loan Event of Default results from the breach of a monetary or non-monetary covenant; and the costs and expenses incurred by Lender in doing so, including reasonable attorneys' fees, with interest thereon at the Default Rate, shall cause Mortgagor, to fully and timely pay all amounts owing under the Senior Loan Documents and timely and fully perform all of Mortgagor’s covenants and agreements contained therein. Borrower shall provide Lender with copies of all notices (except routine notices which would not include any notice related to any failure to comply with any terms constitute a portion of the Senior Loan Documents or regarding any event of default under Indebtedness, shall be secured by the Senior Loan Documents) given or received by Mortgagor under or pursuant to the Senior Pledge Agreement and other Loan Documents, promptly upon delivery and shall be due and payable to Lender within five Business Days following written demand therefor. (b) Lender shall have the right without notice or receipt demand on Borrower or Mortgage Borrower to purchase all or any portion of the Mortgage Loan or any interest therein without notice to or consent of Borrower, in which event Lender shall have and may exercise all rights of Mortgage Lender thereunder to the extent of the interest acquired; provided, however, that so long as the case may be. Without limiting the Lender’s right to declare an no Event of Default is continuing, Lender shall endeavor to provide prior written notice of any such purchase to Borrower and notice thereafter to the extent such prior notice is not provided to Borrower, but failure to provide any such notice shall not constitute a default by Lender hereunder. Borrower hereby expressly agrees that any claims which Mortgage Borrower may have against Mortgage Lender relating to or arising out of the Mortgage Loan shall be the personal obligation of the assigning Mortgage Lender and in no event shall Mortgage Borrower be entitled to bring or pursue such claims against Lender or any Affiliate of Lender or any other Person as the successor holder the Mortgage Loan or any interest therein. (c) If, on account of a failure to comply with the terms and provisions subordination of the Senior Loan Documentsto the Mortgage, if Lender is required to remit to Mortgage Lender any amount theretofore paid to Lender hereunder, then such amount shall continue to be owing pursuant to this Agreement and the other Loan Documents as part of the Indebtedness, notwithstanding the prior receipt of such payment by Lender. (d) Lender shall have the right at any time to discuss matters regarding the Property, the Collateral, the Mortgage Loan, the Loan or any other matter directly with Mortgage Lender or its consultants, agents or representatives, without notice to or permission from Borrower, Mortgage Borrower or Mortgagor fail to so pay or perform such obligations, and if such failure either (i) becomes an Event any of Default hereunder or (ii) prior to becoming an Event of Default continues for twenty (20) days after Lender gives written notice to Borrower to cure, the Lender may pay or perform the same pursuant to Section 18(b) hereoftheir Affiliates. Notwithstanding the foregoing, (i) Lender shall have no obligation whatsoever to pay disclose such discussions or the contents thereof with Borrower, Mortgage Borrower or any of their affiliates. (e) If any action, proposed action or other decision is consented to or approved by Mortgage Lender, such consent or approval shall not be binding or controlling on Lender. Borrower hereby acknowledges and agrees that (i) the amounts evidenced risks of Mortgage Lender in making the Mortgage Loan are different from the risks of Lender in making the Loan, (ii) in determining whether to grant, deny, withhold or secured bycondition any requested consent or approval, Mortgage Lender and Lender may reasonably reach different conclusions, and (iii) Lender has an absolute independent right to grant, deny, withhold or condition any requested consent or approval based on its own point of view, but subject to the standards of consent applicable to Lender in this Agreement and the other Loan Documents. In addition, the denial by Lender of a requested consent or approval shall not result in any liability or other obligation of Lender, if such denial results directly or indirectly in a default under the Mortgage Loan, and Borrower hereby waives any claim of liability against Lender arising from any such denial. (f) Borrower shall cause Mortgage Borrower to (a) pay all principal, interest and other sums required to be paid by Mortgage Borrower under and pursuant to the provisions of the Mortgage Loan Documents unless such performance or observance shall be waived in writing by Mortgage Lender; (b) diligently perform and observe all of the terms, covenants and conditions of the Mortgage Loan Documents on the part of Mortgage Borrower to be performed and observed (including, without limitation, with respect to funding reserves and escrows), unless such performance or observance shall be waived in writing by Mortgage Lender; (c) promptly notify Lender of the giving of any notice of breach or default or any other material written notice by Mortgage Lender to Mortgage Borrower or Borrower; (d) deliver a correct and complete copy of each material notice, demand, request and correspondence (including electronically transmitted items) that, in each case, are given or received by Mortgage Borrower or Borrower to or from the Mortgage Lender, its agent or the Servicer or trustee of any Securitization, and (e) not enter into any material amendment or modification of any Mortgage Loan Document, or to perform any of the covenants or obligations imposed by, any Senior additional Mortgage Loan Documents, without Lender’s prior written consent, except for those amendments, modifications or additional Mortgage Loan Documents that are required under the Mortgage Loan Documents (as in effect on the date hereof) or that Mortgage Borrower is required to consent to thereunder pursuant to the express terms of the Mortgage Loan Documents (as in effect on the date hereof). (g) Borrower shall not permit Mortgage Borrower to, except as expressly permitted or required by the Mortgage Loan Documents, make any partial or full prepayment or defeasance of amounts owing under the Mortgage Loan. (h) Borrower shall (or shall cause Mortgage Borrower to), from time to time, use commercially reasonable efforts to obtain from Mortgage Lender such certificates of estoppel with respect to compliance by Mortgage Borrower with the terms of the Mortgage Loan Documents as may be reasonably requested by Lender. In the event or to the extent that Mortgage Lender fails to deliver such estoppel, then Borrower shall not be in breach of this provision so long as Borrower furnishes to Lender an estoppel executed by Borrower and Mortgage Borrower expressly representing to Lender (i) to the knowledge of Borrower and Mortgage Borrower, the outstanding principal balance of the Mortgage Loan and (ii) whether Mortgage Lender, Borrower, Mortgage Borrower or any Guarantor has sent or received a default notice or Event of Default notice (and if so, attaching a copy of each such payment by Lender shall not cure Mortgagor’s default hereunder or notice) under the Senior Mortgage Loan Documents but or Loan. (i) Neither Borrower, Mortgage Borrower, nor any Affiliate of any of them shall only protect Lender’s acquire or agree to acquire the Mortgage Loan, or any portion thereof or any interest therein, or any direct or indirect ownership interest in the Projectholder of the Mortgage Loan, via purchase, transfer, exchange or otherwise, and any breach of this provision shall constitute an Event of Default hereunder. Borrower shall notIf, nor shall it permit Mortgagor tosolely by operation of applicable subrogation law, amend Borrower, Mortgage Borrower, or modify any affiliate of any of them shall have failed to comply with the Senior foregoing, then Borrower: (i) shall immediately notify Lender of such failure upon Borrower receiving knowledge thereof; (ii) shall cause any and all such prohibited parties acquiring any interest in the Mortgage Loan Documents without Documents: (A) not to enforce the prior written consent Mortgage Loan Documents; and (B) upon the request of Lender., to the extent any of such prohibited parties has or have the power or authority to do so, to promptly suspend any enforcement proceeding(s) under the Mortgage Loan Documents; provided, however, the foregoing shall not require Borrower, Mortgage Borrower or any of their affiliates to hinder, delay, contest or otherwise interfere with Mortgage Lender’s rights or remedies under the Mortgage Loan Documents. Lender and Borrower are executing this Agreement as of the date first above written. PARAMOUNT GROUP FUND VIII 1000 XXXXXXXX MEZZ LP, a Delaware limited partnership By: Paramount Group Fund VIII Debt Holdings GP LLC, its general partner By: /s/ Dxxxxx X. Xxxxx Name: Dxxxxx X. Xxxxx Title: Vice President ARC NY1440BWY1 MEZZ, LLC, a Delaware limited liability company By: New York Recovery Operating Partnership, L.P., its sole member By: New York REIT, Inc., its general partner By: /s/ Mxxxxxx Ead Name: Mxxxxxx Ead Title: Authorized Signatory *Nxxxxxxx Xxxxxxxx, Wxxxxxx Xxxxxx and Pxxxx Xxxxx each own more than 10% of AR Capital, LLC. **Mxxxxxx Xxxxxx owns 100% of MH Holdings, LLC Re: Lease dated [________], 20__ between [________], as Landlord, and [_____], as Tenant, concerning premises known as [________] (the “Building”). Dear Tenant: The undersigned hereby directs and authorizes you to make all rental payments and other amounts payable by you pursuant to your lease as follows:

Senior Loan. Borrower shall, or shall cause MortgagorMortgagor to, to fully and timely pay all amounts owing under the Senior Loan Documents and timely and fully perform all of Mortgagor’s covenants and agreements contained therein. Borrower shall provide Lender with copies of all notices (except routine notices which would not include any notice related to any failure to comply with any terms of the Senior Loan Documents or regarding any event of default under the Senior Loan Documents) given or received by Mortgagor under or pursuant to the Senior Loan Documents, promptly upon delivery or receipt as the case may be. Without limiting the Lender’s right to declare an Event of Default on account of a failure to comply with the terms and provisions of the Senior Loan Documents, if Borrower or Mortgagor fail to so pay or perform such obligations, and if such failure either (i) becomes an Event of Default hereunder or (ii) prior to becoming an Event of Default continues for twenty (20) days after Lender gives written notice to Borrower to cure, the Lender may pay or perform the same pursuant to Section 18(b) hereof. Notwithstanding the foregoing, (i) Lender shall have no obligation whatsoever to pay any of the amounts evidenced or secured by, or to perform any of the covenants or obligations imposed by, any Senior Loan Documents, and (ii) any such payment by Lender shall not cure Mortgagor’s default hereunder or under the Senior Loan Documents but shall only protect Lender’s interest in the Project. Borrower shall not, nor shall it permit Mortgagor to, amend or modify any of the Senior Loan Documents without the prior written consent of Lender.

Senior Loan. Borrower shall(a) Lender shall have the right to cure any Mortgage Loan Event of Default, regardless of whether such Mortgage Loan Event of Default results from the breach of a monetary or shall cause Mortgagor, to fully and timely pay all amounts owing under the Senior Loan Documents and timely and fully perform all of Mortgagor’s covenants and agreements contained therein. Borrower shall provide Lender with copies of all notices non-monetary covenant (except routine notices which would to the extent Borrower or Mortgage Borrower is diligently pursuing remedies to cure such Event of Default, provided that the pursuit of such remedies does not include adversely impact Lender’s rights to cure any notice related to any failure to comply with any terms Mortgage Loan Event of the Senior Loan Documents or regarding any event of default under the Senior Loan Documents) given or received by Mortgagor under or Default pursuant to the Senior Intercreditor Agreement, in Lender’s reasonable discretion); and the costs and expenses incurred by Lender in doing so, including reasonable attorneys’ fees, with interest thereon at the Default Rate, shall constitute a portion of the Indebtedness, shall be secured by the Pledge Agreement and other Loan Documents, promptly upon delivery and shall be due and payable to Lender within five Business Days following written demand therefor. (b) Lender shall have the right without notice or receipt demand on Borrower or Property Owner to purchase all or any portion of the Mortgage Loan or any interest therein without notice to or consent of Borrower, in which event Lender shall have and may exercise all rights of Mortgage Lender thereunder. Borrower hereby expressly agrees that any claims which Property Owner may have against Mortgage Lender relating to or arising out of the Mortgage Loan shall be the personal obligation of the assigning Mortgage Lender and in no event shall Property Owner be entitled to bring or pursue such claims against Lender or any Affiliate of Lender or any other Person as the case successor holder the Mortgage Loan or any interest therein; provided that Mortgage Borrower may be. Without limiting seek specific performance of its contractual rights under the Lender’s right to declare an Event of Default Mortgage Loan Documents.. (c) If, on account of a failure to comply with the terms and provisions subordination of the Senior Loan Documentsto the Mortgage, if Borrower Lender is required to remit to Mortgage Lender any amount theretofore paid to Lender hereunder, then such amount shall continue to be owing pursuant to this Agreement and the other Loan Documents as part of the Indebtedness, notwithstanding the prior receipt of such payment by Lender. (d) Lender shall have the right at any time to discuss matters regarding the Property, the Collateral, the Mortgage Loan, the Loan or Mortgagor fail to so pay any other matter directly with Mortgage Lender or perform such obligationsits consultants, and if such failure either (i) becomes an Event of Default hereunder agents or (ii) prior to becoming an Event of Default continues for twenty (20) days after Lender gives written representatives, without notice to Borrower to cureor permission from Borrower, the Lender may pay Property Owner or perform the same pursuant to Section 18(b) hereofany of their affiliates. Notwithstanding the foregoing, (i) Lender shall have no obligation whatsoever to pay disclose such discussions or the contents thereof with Borrower, Property Owner or any of their affiliates. (e) If any action, proposed action or other decision is consented to or approved by Mortgage Lender, such consent or approval shall not be binding or controlling on Lender. Borrower hereby acknowledges and agrees that (i) the amounts evidenced risks of Mortgage Lender in making the Mortgage Loan are different from the risks of Lender in making the Loan, (ii) in determining whether to grant, deny, withhold or secured bycondition any requested consent or approval, Mortgage Lender and Lender may reasonably reach different conclusions, and (iii) Lender has an absolute independent right to grant, deny, withhold or condition any requested consent or approval based on its own point of view, but subject to the standards of consent applicable to Lender in this Agreement and the other Loan Documents. In addition, the denial by Lender of a requested consent or approval shall not result in any liability or other obligation of Lender, if such denial results directly or indirectly in a default under the Mortgage Loan, and Borrower hereby waives any claim of liability against Lender arising from any such denial. (f) Borrower shall cause Property Owner to (a) pay all principal, interest and other sums required to be paid by Property Owner under and pursuant to the provisions of the Mortgage Loan Documents unless such performance or observance shall be waived in writing by Mortgage Lender; (b) diligently perform and observe all of the terms, covenants and conditions of the Mortgage Loan Documents on the part of Property Owner to be performed and observed (including, without limitation, with respect to funding reserves and escrows), unless such performance or observance shall be waived in writing by Mortgage Lender; (c) promptly notify Lender of the giving of any notice of breach or default or any other written notice by Mortgage Lender to Property Owner or Borrower; (d) intentionally omitted, and (e) not enter into any material amendment or modification of any Mortgage Loan Document, or any additional Mortgage Loan Documents, without Lender’s prior written consent, except for those amendments, modifications or additional Mortgage Loan Documents that are required under the Mortgage Loan Documents (as in effect on the date hereof) or that Property Owner is required to perform consent to thereunder pursuant to the express terms of the Mortgage Loan Documents (as in effect on the date hereof). (g) Borrower shall not permit Property Owner to, except as expressly permitted or required by the Mortgage Loan Documents, make any partial or full prepayment of amounts owing under the Mortgage Loan. (h) Borrower shall (or shall cause Property Owner to), from time to time, use commercially reasonable efforts to obtain from Mortgage Lender such certificates of estoppel with respect to compliance by Property Owner with the terms of the Mortgage Loan Documents as may be reasonably requested by Lender. In the event or to the extent that Mortgage Lender fails to deliver such estoppel, then Borrower shall not be in breach of this provision so long as Borrower furnishes to Lender an estoppel executed by Borrower and Property Owner expressly representing to Lender (i) to the knowledge of Borrower and Property Owner, the outstanding principal balance of the Mortgage Loan and (ii) whether Mortgage Lender, Borrower, Property Owner or any Sponsor has sent or received a default notice or Event of Default notice (and if so, attaching a copy of each such notice). (i) Neither Borrower, Property Owner, nor any affiliate of any of them shall acquire or agree to acquire the covenants Mortgage Loan, or obligations imposed byany portion thereof or any interest therein, or any Senior direct or indirect ownership interest in the holder of the Mortgage Loan, via purchase, transfer, exchange or otherwise, and any breach or attempted breach of this provision shall constitute an Event of Default hereunder. If, solely by operation of applicable subrogation law, Borrower, Property Owner, or any affiliate of any of them shall have failed to comply with the foregoing, then Borrower: (i) shall promptly notify Lender of such failure; (ii) shall cause any and all such prohibited parties acquiring any interest in the Mortgage Loan Documents: (A) not to enforce the Mortgage Loan Documents; and (B) upon the request of Lender, to the extent any of such prohibited parties has or have the power or authority to do so, to promptly: (1) cancel the promissory note evidencing the Mortgage Loan, (2) reconvey and release the lien securing the Mortgage Loan and any other collateral under the Mortgage Loan Documents, and (ii3) discontinue and terminate any such payment by Lender enforcement proceeding(s) under the Mortgage Loan Documents; provided, however, the foregoing shall not cure Mortgagorrequire Borrower, Property Owner or any of their affiliates to hinder, delay, contest or otherwise interfere with Mortgage Lender’s default hereunder rights or remedies under the Senior Mortgage Loan Documents but shall only protect Lender’s interest in Documents. (j) Without the Project. Borrower shall not, nor shall it permit Mortgagor to, amend or modify any of the Senior Loan Documents without the express prior written consent of Lender, Borrower shall not, and Borrower shall not cause, suffer or permit Property Owner to, enter into any deed-in-lieu or consensual foreclosure with or for the benefit of Mortgage Lender or any of its affiliates. Without the express prior written consent of Lender, Borrower shall not, and Borrower shall not cause, suffer or permit Property Owner to, enter into any consensual sale or other transaction in connection with the Mortgage Loan which could diminish, modify, terminate, impair or otherwise adversely affect the interests of Lender or Borrower, the Collateral or any portion thereof or any interest therein or of Property Owner in the Property or portion thereof or any interest therein. Lender and Borrower are executing this Agreement as of the date first above written.