EF Payment Date definition
EF Payment Date means the date that a Borrower Sponsor or an SPE Subsidiary enters into a loan agreement or other financing arrangement with a third-party lender unaffiliated with Lender for a commercial mortgage backed securities transaction, which commercial mortgage backed securities transaction is secured (in whole or part) by a Property that has previously secured such applicable Loan. The Exit Fee is earned in full on the date that Lender makes a Loan, provided that Lender agrees to defer the payment of the Exit Fee until the EF Payment Date, and provided further that (i) if the EF Payment Date does not occur within 18 months following the date that Borrower or SPE Subsidiary repays a Loan associated with a Property in full, then Lender shall waive and have no further right to receive the Exit Fee with respect to such Loan and Property only, (ii) no Exit Fee shall be due if a Loan is refinanced through Lender or an Affiliate of Lender or through financing other than a securitized financing transaction, and (iii) no Exit Fee shall be due if a Borrower Sponsor or the SPE Subsidiary provides Lender with a Right of First Refusal, and Lender fails to timely offer a securitized lending arrangement (from Lender or its Affiliate) to Borrower Sponsor or the SPE Subsidiary on like or better material business terms than those offered by the prospective third-party lender. The obligation to pay the Exit Fee is personal to Borrower Sponsors (and their Affiliates, including, without limitation, SPE Subsidiaries) and does not run with the land; upon a sale of a Property to a third party that is unaffiliated with Borrower Sponsors, Lender shall have no further right to collect the Exit Fee with respect to the transferred Property.