Examples of Note Sales Agreement in a sentence
Borrower hereby designates Lender to serve as Borrower’s agent, and Lender hereby designates Servicer to serve as its agent, solely for purposes of this Section 9.7, to maintain at one of its offices a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of each Assignee, and the principal amount of the Loan (or portions thereof) owing to, each Lender pursuant to the terms hereof and the Note Sales Agreement from time to time (the “Register”).
Borrower hereby agrees that it shall file or shall cause to be filed with the SEC within three (3) Business Days of the Closing Date each of the Loan Agreement, the Note Sales Agreement, the Operating Lease, the Management Agreement, each Mezzanine Loan Agreement, the Co-Lender Agreement and the Intercreditor Agreement (such agreements, together with any amendments, supplements or modifications thereto, the “Filed Documents”).
Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the Initial Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the First Extended Maturity Date on such Initial Maturity Date without the taking of any action by any Person.
Borrower shall not consent to or permit a prepayment in full or in part of the Mortgage Loan or Senior Mezzanine Loan (other than prepayment required under the Mortgage Loan Agreement, the Senior Mezzanine Loan Agreement or in respect of Optional Note Purchases under the Note Sales Agreement) unless it obtains the prior consent of Lender, unless the Loan shall likewise be prepaid (in the same proportion, in the case of any partial prepayment) in accordance with this Agreement.
In the event any Discounted Pay-off Amount is remitted in accordance with the terms of the Note Sales Agreement by the Mezzanine Borrower directly to the related Discounted Pay-off Holder, for purposes of this Section 3 and the calculation of distributions to the Holders pursuant to Section 3(a) hereof, any such Discounted Pay-off Amounts shall be deemed to have been paid to the Servicer and remitted to the applicable Discounted Pay-off Holder.
Notwithstanding the foregoing, if the Loan shall be a DPO Mezzanine Loan (under and as defined in the Note Sales Agreement) on the First Maturity Date, then to the extent that the Mortgage Loan and the Other Mezzanine Loans that are not DPO Mezzanine Loans are being extended, the Maturity Date of the Loan shall be automatically extended until the Second Extended Maturity Date on such First Maturity Date without the taking of any action by any Person.
Capitalized terms used but not defined herein shall have the meanings given to them in that certain Note Sales Agreement dated [ , 2010] between each Mortgage Borrower, each Mezzanine Borrower, each Lender, each Mezzanine Lender, HET and each Operating Company identified therein and the other parties thereto (the “Note Sales Agreement”).
Collateral Agent and Lender agree to release (or direct the Servicer to release) the Rio Leverage Event Cash Collateral (i) on quarterly Payment Dates as necessary to consummate ECF Purchases (as and when such purchases are effected in accordance with the provisions of the Note Sales Agreement) and (ii) at any time upon the election of the Borrower to utilize funds to repay the Loan.
Amendments, modifications, supplements, or waivers granted under, this Agreement or any Loan Document shall be approved by (i) Lender as and to the extent required by (and in such number or percentage as is set forth in) the Co-Lender Agreement (such consent by Lender, in such number or percentage, the “Requisite Lenders”) and (ii) the Specified Mezzanine Lender in such capacity, solely to the extent required under Section 3.3(c) of the Note Sales Agreement.
Borrower hereby agrees that it shall file or shall cause to be filed with the SEC within three (3) Business Days of the Closing Date each of the Loan Agreement, the Note Sales Agreement, the Operating Lease, the Management Agreement, each Mezzanine Loan Agreement, the Co-Lender Agreement and the Intercreditor Agreement (such agreements, together with any amendments, supplements or modifications thereto, the “Filed Documents).