Common use of Recourse Obligations Clause in Contracts

Recourse Obligations. The Purchased Asset Documents for each Purchased Asset provide that such Purchased Asset is non-recourse to the related parties thereto except that: (a) Mezzanine Borrower and a guarantor (which is a natural person or persons, or an entity distinct from Mezzanine Borrower (but may be affiliated with Mezzanine Borrower) that has assets other than equity in the underlying Mortgagor that are not de minimis) shall be fully liable for losses, liabilities, costs and damages arising from certain acts of Mezzanine Borrower and/or its principals specified in the related Purchased Asset Documents, which acts generally include the following: (i) acts of fraud or intentional material misrepresentation, (ii) misappropriation of rents (following an event of default), insurance proceeds or condemnation awards, (iii) intentional material physical waste of the underlying Mortgaged Property, (iv) intentional misconduct and (v) any breach of the environmental covenants contained in the related Purchased Asset Documents, and (b) the Purchased Asset shall become full recourse to Mezzanine Borrower and a guarantor (which is a natural person or persons, or an entity distinct from Mezzanine Borrower (but may be affiliated with Mezzanine Borrower) that has assets other than equity in the underlying Mortgagor that are not de minimis), upon any of the following events: (i) if any petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed or consented to by Mezzanine Borrower, (ii) Mezzanine Borrower and/or its principals shall have colluded with other creditors to cause an involuntary bankruptcy filing with respect to Mezzanine Borrower or (iii) upon the transfer of the equity interests in the underlying Mortgagor made in violation of the Purchased Asset Documents.

Appears in 5 contracts

Samples: Bailee Agreement (FS Credit Real Estate Income Trust, Inc.), Bailee Agreement (ACRES Commercial Realty Corp.), Bailee Agreement (Colony Credit Real Estate, Inc.)

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Recourse Obligations. The Purchased Asset Documents Mortgage Loan documents for each Purchased Asset Mortgage Loan provide that such Purchased Asset is non-Mortgage Loan (a) becomes full recourse to the related parties thereto except that: (a) Mezzanine Borrower Mortgagor and a guarantor (which is a natural person or persons, or an entity distinct from Mezzanine Borrower the Mortgagor (but may be affiliated with Mezzanine Borrowerthe Mortgagor) that has assets other than equity in the underlying Mortgagor related Mortgaged Property that are not de minimis) shall be fully liable for losses, liabilities, costs and damages arising from certain acts of Mezzanine Borrower and/or its principals specified in the related Purchased Asset Documents, which acts generally include the following: (i) acts of fraud or intentional material misrepresentation, (ii) misappropriation of rents (following an event of default), insurance proceeds or condemnation awards, (iii) intentional material physical waste of the underlying Mortgaged Property, (iv) intentional misconduct and (v) any breach of the environmental covenants contained in the related Purchased Asset Documents, and (b) the Purchased Asset shall become full recourse to Mezzanine Borrower and a guarantor (which is a natural person or persons, or an entity distinct from Mezzanine Borrower (but may be affiliated with Mezzanine Borrower) that has assets other than equity in the underlying Mortgagor that are not de minimis), upon any of the following events: (i) if any voluntary petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any similar federal or state law, shall will be filed or consented to by Mezzanine Borrower, the related Mortgagor; (ii) Mezzanine Borrower and/or its principals shall the related Mortgagor or guarantor will have colluded with (or, alternatively, solicited or caused to be solicited) other creditors to cause an involuntary bankruptcy filing with respect to Mezzanine Borrower such Mortgagor or (iii) upon voluntary transfers of either the transfer of the Mortgaged Property or equity interests in the underlying Mortgagor made in violation of the Purchased Asset Documentsrelated Mortgage Loan documents; and (b) contains provisions providing for recourse against the Mortgagor and guarantor (which is a natural person or persons, or an entity distinct from the Mortgagor (but may be affiliated with the Mortgagor) that has assets other than equity in the related Mortgaged Property that are not de minimis), for losses and damages sustained by reason of such Mortgagor’s (i) misappropriation of rents after the occurrence of an event of default under the related Mortgage Loan; (ii) misappropriation of (A) insurance proceeds or condemnation awards or (B) security deposits or, alternatively, the failure of any security deposits to be delivered to the Mortgagee upon foreclosure or action in lieu thereof (except to the extent applied in accordance with leases prior to a Mortgage Loan event of default); (iii) fraud or intentional material misrepresentation; (iv) breaches of the environmental covenants in the Mortgage Loan documents; or (v) commission of intentional material physical waste at the related Mortgaged Property (but, in some cases, only to the extent there is sufficient cash flow generated by the related Mortgaged Property to prevent such waste).

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (BMO 2024-5c4 Mortgage Trust), Pooling and Servicing Agreement (BMO 2024-C8 Mortgage Trust), Pooling and Servicing Agreement (BMO 2023-C6 Mortgage Trust)

Recourse Obligations. The Purchased Asset Documents Mortgage Loan documents for each Purchased Asset Mortgage Loan provide that such Purchased Asset is non-Mortgage Loan (a) becomes full recourse to the related parties thereto except that: (a) Mezzanine Borrower Mortgagor and a guarantor (which is a natural person or persons, or an entity distinct from Mezzanine Borrower the Mortgagor (but may be affiliated with Mezzanine Borrowerthe Mortgagor) that has assets other than equity in the underlying Mortgagor related Mortgaged Property that are not de minimis) shall be fully liable for losses, liabilities, costs and damages arising from certain acts of Mezzanine Borrower and/or its principals specified in the related Purchased Asset Documents, which acts generally include the following: (i) acts of fraud or intentional material misrepresentation, (ii) misappropriation of rents (following an event of default), insurance proceeds or condemnation awards, (iii) intentional material physical waste of the underlying Mortgaged Property, (iv) intentional misconduct and (v) any breach of the environmental covenants contained in the related Purchased Asset Documents, and (b) the Purchased Asset shall become full recourse to Mezzanine Borrower and a guarantor (which is a natural person or persons, or an entity distinct from Mezzanine Borrower (but may be affiliated with Mezzanine Borrower) that has assets other than equity in the underlying Mortgagor that are not de minimis), upon any of the following events: (i) if any voluntary petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed or consented to by Mezzanine Borrower, the related Mortgagor; (ii) Mezzanine Borrower and/or its principals the Mortgagor or guarantor shall have colluded with (or, alternatively, solicited or caused to be solicited) other creditors to cause an involuntary bankruptcy filing with respect to Mezzanine Borrower such Mortgagor or (iii) upon voluntary transfers of either the transfer of the Mortgaged Property or equity interests in the underlying Mortgagor made in violation of the Purchased Asset Documentsrelated Mortgage Loan documents; and (b) contains provisions providing for recourse against the Mortgagor and guarantor (which is a natural person or persons, or an entity distinct from the Mortgagor (but may be affiliated with the Mortgagor) that has assets other than equity in the related Mortgaged Property that are not de minimis), for losses and damages sustained by reason of such Mortgagor’s (i) misappropriation of rents after the occurrence of an event of default under the Mortgage Loan; (ii) misappropriation of (A) insurance proceeds or condemnation awards or (B) security deposits or, alternatively, the failure of any security deposits to be delivered to the Mortgagee upon foreclosure or action in lieu thereof (except to the extent applied in accordance with leases prior to a Mortgage Loan event of default); (iii) fraud or intentional material misrepresentation; (iv) breaches of the environmental covenants in the Mortgage Loan documents; or (v) commission of intentional material physical waste at the related Mortgaged Property (but, in some cases, only to the extent there is sufficient cash flow generated by the related Mortgaged Property to prevent such waste).

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2021-Gsa3), Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2021-Gsa3)

Recourse Obligations. The Purchased Mortgage Asset Documents for each Purchased Mortgage Asset provide that such Purchased Mortgage Asset is non-recourse to the related parties thereto except that: (a) Mezzanine Borrower the related Mortgagor and a guarantor (which is a natural person or persons, or an entity distinct from Mezzanine Borrower the Mortgagor (but may be affiliated with Mezzanine BorrowerMortgagor) that has assets other than equity in the underlying Mortgagor related Mortgaged Property that are not de minimis) shall be fully liable for losses, liabilities, costs and damages arising from certain acts of Mezzanine Borrower the related Mortgagor and/or its principals specified in the related Purchased Mortgage Asset Documents, which acts generally include the following: (i) acts of fraud or intentional material misrepresentation, (ii) misappropriation of rents (following an event of default), insurance proceeds or condemnation awards, (iii) intentional material physical waste of the underlying Mortgaged Property, (iv) intentional misconduct and (v) any breach of the environmental covenants contained in the related Purchased Mortgage Asset Documents, and (b) the Purchased Mortgage Asset shall become full recourse to Mezzanine Borrower the related Mortgagor and a guarantor (which is a natural person or persons, or an entity distinct from Mezzanine Borrower the Mortgagor (but may be affiliated with Mezzanine BorrowerMortgagor) that has assets other than equity in the underlying Mortgagor related Mortgaged Property that are not de minimis), upon any of the following events: (i) if any petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any nay similar federal or state law, shall be filed filed, consented to, or consented to acquiesced in by Mezzanine Borrowerthe Mortgagor, (ii) Mezzanine Borrower Mortgagor and/or its principals shall have colluded with other creditors to cause an involuntary bankruptcy filing with respect to Mezzanine Borrower the Mortgagor or (iii) upon the transfer of either the Mortgaged Property or equity interests in the underlying Mortgagor made in violation of the Purchased Mortgage Asset Documents.

Appears in 2 contracts

Samples: Indenture and Credit Agreement (Terra Secured Income Fund 5, LLC), Indenture and Credit Agreement (Terra Property Trust, Inc.)

Recourse Obligations. The Purchased Asset Documents for each Purchased Asset provide that such Purchased Asset is non-recourse to the related parties thereto except that: (a) Mezzanine Borrower the related Mortgagor and a guarantor (which is a natural person or persons, or an entity distinct from Mezzanine Borrower the Mortgagor (but may be affiliated with Mezzanine BorrowerMortgagor) that has assets other than equity in the underlying Mortgagor related Mortgaged property that are not de minimis) shall be fully liable for actual out-of-pocket losses, liabilities, costs and damages arising from certain acts of Mezzanine Borrower the related Mortgagor and/or its principals affiliates specified in the related Purchased Asset Documents, which acts generally include the following: (i) acts of fraud or intentional material misrepresentation, (ii) misappropriation of rents (following an event of default), insurance proceeds or condemnation awards, (iii) intentional material physical waste of the underlying Mortgaged Property, (iv) intentional misconduct and (v) any breach of the environmental covenants contained in the related Purchased Asset Loan Documents, and (b) the Purchased Asset shall become full recourse to Mezzanine Borrower the related Mortgagor and a guarantor (which is a natural person or persons, or an entity distinct from Mezzanine Borrower the Mortgagor (but may be affiliated with Mezzanine BorrowerMortgagor) that has assets other than equity in the underlying Mortgagor related Mortgaged property that are not de minimis), upon any of the following events: (i) if any petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any nay similar federal or state law, shall be filed filed, consented to, or consented to acquiesced in by Mezzanine Borrowerthe Mortgagor, (ii) Mezzanine Borrower Mortgagor and/or its principals shall have colluded with other creditors to cause an involuntary bankruptcy filing with respect to Mezzanine Borrower the Mortgagor or (iii) upon the transfer of either the Mortgaged Property or equity interests in the underlying Mortgagor made in violation of the Purchased Asset Documents.

Appears in 2 contracts

Samples: Bailee Agreement (Colony Credit Real Estate, Inc.), Master Repurchase and Securities Contract Agreement (Colony NorthStar Credit Real Estate, Inc.)

Recourse Obligations. The Purchased Asset Documents for each Purchased Asset provide that such Purchased Asset is non-recourse to the related parties thereto except that: (a) Mezzanine Borrower the related Mortgagor and a guarantor (which is a natural person or persons, or an entity distinct from Mezzanine Borrower the Mortgagor (but may be affiliated with Mezzanine BorrowerMortgagor) that has assets other than equity in the underlying Mortgagor related Underlying Mortgaged Property that are not de minimis) shall be fully liable for losses, liabilities, costs and damages arising from certain acts of Mezzanine Borrower the related Mortgagor and/or its principals specified in the related Purchased Asset Documents, which acts generally include the following: (i) acts of fraud or intentional material misrepresentation, (ii) misappropriation of rents (following an event of default), insurance proceeds or condemnation awards, (iii) intentional material physical waste of the underlying Underlying Mortgaged Property, (iv) intentional misconduct and (v) any breach of the environmental covenants contained in the related Purchased Asset Loan Documents, and (b) the Purchased Asset shall become full recourse to Mezzanine Borrower the related Mortgagor and a guarantor (which is a natural person or persons, or an entity distinct from Mezzanine Borrower the Mortgagor (but may be affiliated with Mezzanine BorrowerMortgagor) that has assets other than equity in the underlying Mortgagor related Underlying Mortgaged Property that are not de minimis), upon any of the following events: (i) if any petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any nay similar federal or state law, shall be filed filed, consented to, or consented to acquiesced in by Mezzanine Borrowerthe Mortgagor, (ii) Mezzanine Borrower Mortgagor and/or its principals shall have colluded with other creditors to cause an involuntary bankruptcy filing with respect to Mezzanine Borrower the Mortgagor or (iii) upon the transfer of either the Underlying Mortgaged Property or equity interests in the underlying Mortgagor made in violation of the Purchased Asset Documents.

Appears in 2 contracts

Samples: Securities Contract Agreement (Terra Property Trust, Inc.), Securities Contract Agreement (Terra Secured Income Fund 5, LLC)

Recourse Obligations. The Purchased Asset Mezzanine Loan Documents for each Purchased Asset Mezzanine Loan provide that such Purchased Asset is non-Mezzanine Loan (a) becomes full recourse to the related parties thereto except that: (a) Mezzanine Borrower and a guarantor (which is a natural person or persons, or an entity distinct from Mezzanine the Borrower (but may be affiliated with Mezzanine the Borrower) that has assets other than equity in the underlying Mortgagor related Mortgaged Property that are not de minimis) shall be fully liable for losses, liabilities, costs and damages arising from certain acts of Mezzanine Borrower and/or its principals specified in the related Purchased Asset Documents, which acts generally include the following: (i) acts of fraud or intentional material misrepresentation, (ii) misappropriation of rents (following an event of default), insurance proceeds or condemnation awards, (iii) intentional material physical waste of the underlying Mortgaged Property, (iv) intentional misconduct and (v) any breach of the environmental covenants contained in the related Purchased Asset Documents, and (b) the Purchased Asset shall become full recourse to Mezzanine Borrower and a guarantor (which is a natural person or persons, or an entity distinct from Mezzanine Borrower (but may be affiliated with Mezzanine Borrower) that has assets other than equity in the underlying Mortgagor that are not de minimis), upon any of the following events: (i) if any voluntary petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed or consented to by Mezzanine the Borrower, ; (ii) Mezzanine if Borrower and/or its principals or guarantor shall have colluded with other creditors to cause an involuntary bankruptcy filing with respect to Mezzanine the Borrower or (iii) upon the any voluntary transfer of either the related Mortgaged Property or equity interests in the underlying Mortgagor Borrower made in violation of the Purchased Asset Mezzanine Loan Documents; and (b) contains provisions providing for recourse against the Borrower and guarantor (which is a natural person or persons, or an entity distinct from the Borrower (but may be affiliated with the Borrower) that has assets other than equity in the related Mortgaged Property that are not de minimis), for losses and damages sustained by reason of Borrower’s (i) misappropriation of rents after the occurrence of an event of default under the Mezzanine Loan; (ii) misappropriation of security deposits, insurance proceeds, or condemnation awards; (iii) fraud or intentional material misrepresentation; (iv) breaches of the environmental covenants in the Mezzanine Loan Documents; or (v) commission of intentional material physical waste at the Mortgaged Property.

Appears in 2 contracts

Samples: Master Repurchase Agreement (Claros Mortgage Trust, Inc.), Master Repurchase Agreement (Claros Mortgage Trust, Inc.)

Recourse Obligations. The Purchased Asset Loan Documents for each Purchased Asset Mortgage Loan provide that such Purchased Asset is non-Mortgage Loan (a) becomes full recourse to the related parties thereto except that: (a) Mezzanine Borrower and a guarantor (which is a natural person or persons, or an entity distinct from Mezzanine the Borrower (but may be affiliated with Mezzanine the Borrower) that has assets other than equity in the underlying Mortgagor related Mortgaged Property that are not de minimis) shall be fully liable for losses, liabilities, costs and damages arising from certain acts of Mezzanine Borrower and/or its principals specified in the related Purchased Asset Documents, which acts generally include the following: (i) acts of fraud or intentional material misrepresentation, (ii) misappropriation of rents (following an event of default), insurance proceeds or condemnation awards, (iii) intentional material physical waste of the underlying Mortgaged Property, (iv) intentional misconduct and (v) any breach of the environmental covenants contained in the related Purchased Asset Documents, and (b) the Purchased Asset shall become full recourse to Mezzanine Borrower and a guarantor (which is a natural person or persons, or an entity distinct from Mezzanine Borrower (but may be affiliated with Mezzanine Borrower) that has assets other than equity in the underlying Mortgagor that are not de minimis), upon any of the following events: (i) if any voluntary petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed or consented to by Mezzanine the Borrower, ; (ii) Mezzanine the Borrower and/or its principals or guarantor shall have colluded with (or, alternatively, solicited or caused to be solicited) other creditors to cause an involuntary bankruptcy filing with respect to Mezzanine the Borrower or (iii) upon voluntary transfers of either the transfer of the Mortgaged Property or equity interests in the underlying Mortgagor Borrower made in violation of the Purchased Asset Loan Documents; and (b) contains provisions providing for recourse against the Borrower and guarantor (which is a natural person or persons, or an entity distinct from the Borrower (but may be affiliated with the Borrower) that has assets other than equity in the related Mortgaged Property that are not de minimis), for losses and damages sustained by reason of Borrower’s (i) misappropriation of rents after the occurrence of an event of default under the Mortgage Loan; (ii) misappropriation of (A) insurance proceeds or condemnation awards or (B) security deposits or, alternatively, the failure of any security deposits to be delivered to mortgagee upon foreclosure or action in lieu thereof (except to the extent applied in accordance with leases prior to a Mortgage Loan event of default); (iii) fraud or intentional material misrepresentation; (iv) breaches of the environmental covenants in the Loan Documents; or (v) commission of intentional material physical waste at the Mortgaged Property (but, in some cases, only to the extent there is sufficient cash flow generated by the related Mortgaged Property to prevent such waste).

Appears in 2 contracts

Samples: Mortgage Loan Purchase Agreement (DBGS 2018-C1 Mortgage Trust), Mortgage Loan Purchase Agreement (DBGS 2018-C1 Mortgage Trust)

Recourse Obligations. The Purchased Asset Documents for each Purchased Asset Mortgage Loan provide that such Purchased Asset is non-Mortgage Loan (a) becomes full recourse to the related parties thereto except that: (a) Mezzanine Borrower Mortgagor and a guarantor (which is a natural person or persons, or an entity distinct from Mezzanine Borrower the Mortgagor (but may be affiliated with Mezzanine Borrowerthe Mortgagor) that has assets other than equity in the underlying Mortgagor related Mortgaged Property that are not de minimis) shall be fully liable for losses, liabilities, costs and damages arising from certain acts of Mezzanine Borrower and/or its principals specified in the related Purchased Asset Documents, which acts generally include the following: (i) acts of fraud or intentional material misrepresentation, (ii) misappropriation of rents (following an event of default), insurance proceeds or condemnation awards, (iii) intentional material physical waste of the underlying Mortgaged Property, (iv) intentional misconduct and (v) any breach of the environmental covenants contained in the related Purchased Asset Documents, and (b) the Purchased Asset shall become full recourse to Mezzanine Borrower and a guarantor (which is a natural person or persons, or an entity distinct from Mezzanine Borrower (but may be affiliated with Mezzanine Borrower) that has assets other than equity in the underlying Mortgagor that are not de minimis), upon any of the following events: (i) if any voluntary petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed or consented to by Mezzanine Borrower, the Mortgagor; (ii) Mezzanine Borrower and/or its principals Mortgagor or guarantor shall have colluded with other creditors to cause an involuntary bankruptcy filing with respect to Mezzanine Borrower the Mortgagor or (iii) upon voluntary transfers of either the transfer of the Mortgaged Property or equity interests in the underlying Mortgagor made in violation of the Purchased Asset Documents; and (b) contains provisions providing for recourse against the Mortgagor and guarantor (which is a natural person or persons, or an entity distinct from the Mortgagor (but may be affiliated with the Mortgagor) that has assets other than equity in the related Mortgaged Property that are not de minimis), for losses and damages sustained by reason of Mortgagor’s (i) misappropriation of rents after the occurrence of an event of default under the Mortgage Loan, (ii) misappropriation of security deposits, insurance proceeds, or condemnation awards; (iii) fraud or intentional material misrepresentation; (iv) breaches of the environmental covenants in the Purchased Asset Documents; or (v) commission of intentional material physical waste at the related Mortgaged Property.

Appears in 2 contracts

Samples: Master Repurchase Agreement, Master Repurchase Agreement (Colony NorthStar Credit Real Estate, Inc.)

Recourse Obligations. The Purchased Asset Documents for each Purchased Asset Mortgage Loan provide that such Purchased Asset is non-Mortgage Loan (a) becomes full recourse to the related parties thereto except that: (a) Mezzanine Borrower Mortgagor and a guarantor (which is a natural person or persons, or an entity distinct from Mezzanine Borrower the Mortgagor (but may be affiliated with Mezzanine Borrowerthe Mortgagor) that has assets other than equity in the underlying Mortgagor related Mortgaged Property that are not de minimis) shall be fully liable for losses, liabilities, costs and damages arising from certain acts of Mezzanine Borrower and/or its principals specified in the related Purchased Asset Documents, which acts generally include the following: (i) acts of fraud or intentional material misrepresentation, (ii) misappropriation of rents (following an event of default), insurance proceeds or condemnation awards, (iii) intentional material physical waste of the underlying Mortgaged Property, (iv) intentional misconduct and (v) any breach of the environmental covenants contained in the related Purchased Asset Documents, and (b) the Purchased Asset shall become full recourse to Mezzanine Borrower and a guarantor (which is a natural person or persons, or an entity distinct from Mezzanine Borrower (but may be affiliated with Mezzanine Borrower) that has assets other than equity in the underlying Mortgagor that are not de minimis), upon any of the following events: (i) if any voluntary petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed or consented to by Mezzanine Borrower, the Mortgagor; (ii) Mezzanine Borrower and/or its principals Mortgagor or guarantor shall have colluded with other creditors to cause an involuntary bankruptcy filing with respect to Mezzanine Borrower the Mortgagor or (iii) upon voluntary transfers of either the transfer of the Mortgaged Property or equity interests in the underlying Mortgagor made in violation of the Purchased Asset Documents; and (b) contains provisions providing for recourse against the Mortgagor and guarantor (which is a natural person or persons, or an entity distinct from the Mortgagor (but may be affiliated with the Mortgagor) that has assets other than equity in the related Mortgaged Property that are not de minimis), for losses and damages sustained by reason of Mortgagor’s (i) misappropriation of rents after the occurrence of an event of default under the Mortgage Loan, (ii) misappropriation of security deposits, insurance proceeds, or condemnation awards; (iii) fraud or intentional material misrepresentation; (iv) breaches of the environmental covenants in the Purchased Asset Documents; or (v) commission of intentional material physical waste at the Mortgaged Property.

Appears in 2 contracts

Samples: Master Repurchase Agreement (Colony Credit Real Estate, Inc.), Master Repurchase Agreement (Tremont Mortgage Trust)

Recourse Obligations. The Purchased Asset Documents for each Purchased Asset Mortgage Loan provide that such Purchased Asset is non-Mortgage Loan (a) becomes full recourse to the related parties thereto except that: (a) Mezzanine Borrower Mortgagor and a guarantor (which is a natural person or persons, or an entity distinct from Mezzanine Borrower the Mortgagor (but may be affiliated with Mezzanine Borrowerthe Mortgagor) that has assets other than equity in the underlying Mortgagor related Mortgaged Property that are not de minimis) shall be fully liable for losses, liabilities, costs and damages arising from certain acts of Mezzanine Borrower and/or its principals specified in the related Purchased Asset Documents, which acts generally include the following: (i) acts of fraud or intentional material misrepresentation, (ii) misappropriation of rents (following an event of default), insurance proceeds or condemnation awards, (iii) intentional material physical waste of the underlying Mortgaged Property, (iv) intentional misconduct and (v) any breach of the environmental covenants contained in the related Purchased Asset Documents, and (b) the Purchased Asset shall become full recourse to Mezzanine Borrower and a guarantor (which is a natural person or persons, or an entity distinct from Mezzanine Borrower (but may be affiliated with Mezzanine Borrower) that has assets other than equity in the underlying Mortgagor that are not de minimis), upon any of the following events: (i) if any voluntary petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed or consented to by Mezzanine Borrower, the Mortgagor; (ii) Mezzanine Borrower and/or its principals if Mortgagor or guarantor shall have colluded with other creditors to cause an involuntary bankruptcy filing with respect to Mezzanine Borrower the Mortgagor or (iii) upon the any voluntary transfer of either the Mortgaged Property or equity interests in the underlying Mortgagor made in violation of the Purchased Asset Documents; and (b) contains provisions providing for recourse against the Mortgagor and guarantor (which is a natural person or persons, or an entity distinct from the Mortgagor (but may be affiliated with the Mortgagor) that has assets other than equity in the related Mortgaged Property that are not de minimis), for losses and damages sustained by reason of Mortgagor’s (i) misappropriation of rents after the occurrence of an event of default under the Mortgage Loan; (ii) misappropriation of security deposits, insurance proceeds, or condemnation awards; (iii) fraud or intentional material misrepresentation; (iv) breaches of the environmental covenants in the Purchased Asset Documents; or (v) commission of intentional material physical waste at the Mortgaged Property.

Appears in 2 contracts

Samples: Master Repurchase Agreement (Claros Mortgage Trust, Inc.), Master Repurchase Agreement (Claros Mortgage Trust, Inc.)

Recourse Obligations. The Purchased Asset Documents for each Purchased Asset provide that such Purchased Asset is non-recourse to the related parties thereto except that: (a) Mezzanine Borrower the related Mortgagor and a guarantor (which is a natural person or persons, or an entity distinct from Mezzanine Borrower the Mortgagor (but may be affiliated with Mezzanine BorrowerMortgagor) that has assets other than equity in the underlying Mortgagor related Underlying Mortgaged property that are not de minimis) shall be fully liable for losses, liabilities, costs and damages arising from certain acts of Mezzanine Borrower the related Mortgagor and/or its principals specified in the related Purchased Asset Documents, which acts generally include the following: (i) acts of fraud or intentional material misrepresentation, (ii) misappropriation of rents (following an event of default), insurance proceeds or condemnation awards, (iii) intentional material physical waste of the underlying Underlying Mortgaged Property, (iv) intentional misconduct and (v) any breach of the environmental covenants contained in the related Purchased Asset Loan Documents, and (b) the Purchased Asset shall become full recourse to Mezzanine Borrower the related Mortgagor and a guarantor (which is a natural person or persons, or an entity distinct from Mezzanine Borrower the Mortgagor (but may be affiliated with Mezzanine BorrowerMortgagor) that has assets other than equity in the underlying Mortgagor related Underlying Mortgaged Property that are not de minimis), upon any of the following events: (i) if any petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed filed, consented to, or consented to acquiesced in by Mezzanine Borrowerthe Mortgagor, (ii) Mezzanine Borrower Mortgagor and/or its principals shall have colluded with other creditors to cause an involuntary bankruptcy filing with respect to Mezzanine Borrower the Mortgagor or (iii) upon the transfer of either the Underlying Mortgaged Property or equity interests in the underlying Mortgagor made in violation of the Purchased Asset Documents.

Appears in 2 contracts

Samples: Securities Contract Agreement (FS Credit Real Estate Income Trust, Inc.), Securities Contract Agreement (TPG RE Finance Trust, Inc.)

Recourse Obligations. The Purchased Asset Mezzanine Loan Documents for each Purchased Asset Mezzanine Loan provide that such Purchased Asset is non-Mezzanine Loan (a) becomes full recourse to the related parties thereto except that: (a) Mezzanine Borrower and a guarantor (which is a natural person or persons, or an entity distinct from the related Mezzanine Borrower (but may be affiliated with such Mezzanine Borrower) that has assets other than equity in the underlying Mortgagor Capital Stock that are not de minimis) shall be fully liable for losses, liabilities, costs and damages arising from certain acts of Mezzanine Borrower and/or its principals specified in the related Purchased Asset Documents, which acts generally include the following: (i) acts of fraud or intentional material misrepresentation, (ii) misappropriation of rents (following an event of default), insurance proceeds or condemnation awards, (iii) intentional material physical waste of the underlying Mortgaged Property, (iv) intentional misconduct and (v) any breach of the environmental covenants contained in the related Purchased Asset Documents, and (b) the Purchased Asset shall become full recourse to Mezzanine Borrower and a guarantor (which is a natural person or persons, or an entity distinct from Mezzanine Borrower (but may be affiliated with Mezzanine Borrower) that has assets other than equity in the underlying Mortgagor that are not de minimis), upon any of the following events: (i) if any voluntary petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by the related Mortgagor or consented to by Mezzanine Borrower, ; (ii) if the related Mortgagor or Mezzanine Borrower and/or its principals or guarantor shall have colluded with other creditors to cause an involuntary bankruptcy filing with respect to the Mortgagor or the Mezzanine Borrower Borrower; or (iii) upon the any voluntary transfer of either the related Mortgaged Property, Capital Stock, or equity interests in the underlying Mortgagor related Mezzanine Borrower made in violation of the Purchased Asset related Mezzanine Loan Documents; and (b) contains provisions providing for recourse against the Mezzanine Borrower and guarantor (which is a natural person or persons, or an entity distinct from the related Mezzanine Borrower (but may be affiliated with such Mezzanine Borrower) that has assets other than Capital Stock that are not de minimis), for losses and damages sustained by reason of the related Mortgagor’s or Mezzanine Borrower’s (i) misappropriation of rents after the occurrence of an event of default under the related Mezzanine Loan Documents; (ii) misappropriation of security deposits, insurance proceeds, or condemnation awards; (iii) fraud or intentional material misrepresentation; (iv) breach of the environmental covenants in the related Mezzanine Loan Documents; or (v) commission of intentional material physical waste at the related Mortgaged Property.

Appears in 2 contracts

Samples: Master Repurchase Agreement, Master Repurchase Agreement (Colony NorthStar Credit Real Estate, Inc.)

Recourse Obligations. The Purchased Asset Loan Documents for each Purchased Asset Loan provide that such Purchased Asset is non-Loan (a) becomes full recourse to the related parties thereto except that: (a) Mezzanine Borrower Underlying Obligor and a guarantor (which is a natural person or persons, or an entity distinct from Mezzanine Borrower the Underlying Obligor (but may be affiliated with Mezzanine Borrowerthe Underlying Obligor) that has assets other than equity in the underlying Mortgagor related Properties that are not de minimis) shall be fully liable for losses, liabilities, costs and damages arising from certain acts of Mezzanine Borrower and/or its principals specified in the related Purchased Asset Documents, which acts generally include the following: (i) acts of fraud or intentional material misrepresentation, (ii) misappropriation of rents (following an event of default), insurance proceeds or condemnation awards, (iii) intentional material physical waste of the underlying Mortgaged Property, (iv) intentional misconduct and (v) any breach of the environmental covenants contained in the related Purchased Asset Documents, and (b) the Purchased Asset shall become full recourse to Mezzanine Borrower and a guarantor (which is a natural person or persons, or an entity distinct from Mezzanine Borrower (but may be affiliated with Mezzanine Borrower) that has assets other than equity in the underlying Mortgagor that are not de minimis), upon any of the following events: (i) if any voluntary petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed or consented to by Mezzanine Borrower, the Underlying Obligor; (ii) Mezzanine Borrower and/or its principals Underlying Obligor or guarantor shall have colluded with (or, alternatively, solicited or caused to be solicited) other creditors to cause an involuntary bankruptcy filing with respect to Mezzanine Borrower the Underlying Obligor or (iii) upon voluntary transfers of either the transfer of the Property or equity interests in the underlying Mortgagor Underlying Obligor made in violation of the Purchased Asset Loan Documents; and (b) contains provisions providing for recourse against the Underlying Obligor and guarantor (which is a natural person or persons, or an entity distinct from the Underlying Obligor (but may be affiliated with the Underlying Obligor) that has assets other than equity in the related Property that are not de minimis), for losses and damages sustained by reason of Underlying Obligor’s (i) misappropriation of rents after the occurrence of an event of default under the Purchased Loan, (ii) misappropriation of (A) insurance proceeds or condemnation awards or (B) security deposits or, alternatively, the failure of any security deposits to be delivered to Secured Party upon foreclosure or action in lieu thereof (except to the extent applied in accordance with leases prior to a Purchased Loan event of default); (iii) fraud or intentional material misrepresentation; (iv) breaches of the environmental covenants in the Purchased Loan Documents; or (v) commission of intentional material physical waste at the Property.

Appears in 2 contracts

Samples: Master Repurchase Agreement, Master Repurchase Agreement (Blackstone Mortgage Trust, Inc.)

Recourse Obligations. The Purchased Asset Documents for each Purchased Asset Mortgage Loan provide that such Purchased Asset is non-Mortgage Loan (a) becomes full recourse to the related parties thereto except that: (a) Mezzanine Borrower and a guarantor (which is a natural person or persons, or an entity distinct from Mezzanine the Borrower (but may be affiliated with Mezzanine the Borrower) that has assets other than equity in the underlying Mortgagor related Mortgaged Property that are not de minimis) shall be fully liable for losses, liabilities, costs and damages arising from certain acts of Mezzanine Borrower and/or its principals specified in the related Purchased Asset Documents, which acts generally include the following: (i) acts of fraud or intentional material misrepresentation, (ii) misappropriation of rents (following an event of default), insurance proceeds or condemnation awards, (iii) intentional material physical waste of the underlying Mortgaged Property, (iv) intentional misconduct and (v) any breach of the environmental covenants contained in the related Purchased Asset Documents, and (b) the Purchased Asset shall become full recourse to Mezzanine Borrower and a guarantor (which is a natural person or persons, or an entity distinct from Mezzanine Borrower (but may be affiliated with Mezzanine Borrower) that has assets other than equity in the underlying Mortgagor that are not de minimis), upon any of the following events: (i) if any voluntary petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed or consented to by Mezzanine the Borrower, ; (ii) Mezzanine if Borrower and/or its principals or guarantor shall have colluded with other creditors to cause an involuntary bankruptcy filing with respect to Mezzanine the Borrower or (iii) upon the any voluntary transfer of either the related Mortgaged Property or equity interests in the underlying Mortgagor Borrower made in violation of the Purchased Asset Documents; and (b) contains provisions providing for recourse against the Borrower and guarantor (which is a natural person or persons, or an entity distinct from the Borrower (but may be affiliated with the Borrower) that has assets other than equity in the related Mortgaged Property that are not de minimis), for losses and damages sustained by reason of Borrower’s (i) misappropriation of rents after the occurrence of an event of default under the Mortgage Loan; (ii) misappropriation of security deposits, insurance proceeds, or condemnation awards; (iii) fraud or intentional material misrepresentation; (iv) breaches of the environmental covenants in the Purchased Asset Documents; or (v) commission of intentional material physical waste at the Mortgaged Property.

Appears in 2 contracts

Samples: Master Repurchase Agreement (Claros Mortgage Trust, Inc.), Master Repurchase Agreement (Claros Mortgage Trust, Inc.)

Recourse Obligations. The Purchased Asset Documents for each Purchased Asset Mortgage Loan provide that such Purchased Asset is non-Mortgage Loan (a) becomes full recourse to the related parties thereto except that: (a) Mezzanine Borrower and a guarantor (which is a natural person or persons, or an entity distinct from Mezzanine the Borrower (but may be affiliated with Mezzanine the Borrower) that has assets other than equity in the underlying Mortgagor related Mortgaged Property that are not de minimis) shall be fully liable for losses, liabilities, costs and damages arising from certain acts of Mezzanine Borrower and/or its principals specified in the related Purchased Asset Documents, which acts generally include the following: (i) acts of fraud or intentional material misrepresentation, (ii) misappropriation of rents (following an event of default), insurance proceeds or condemnation awards, (iii) intentional material physical waste of the underlying Mortgaged Property, (iv) intentional misconduct and (v) any breach of the environmental covenants contained in the related Purchased Asset Documents, and (b) the Purchased Asset shall become full recourse to Mezzanine Borrower and a guarantor (which is a natural person or persons, or an entity distinct from Mezzanine Borrower (but may be affiliated with Mezzanine Borrower) that has assets other than equity in the underlying Mortgagor that are not de minimis), upon any of the following events: (i) if any voluntary petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed or consented to by Mezzanine the Borrower, ; (ii) Mezzanine if Borrower and/or its principals or guarantor shall have colluded with other creditors to cause an involuntary bankruptcy filing with respect to Mezzanine the Borrower or (iii) upon the any voluntary transfer of either the Mortgaged Property or equity interests in the underlying Mortgagor Borrower made in violation of the Purchased Asset Documents; and (b) contains provisions providing for recourse against the Borrower and guarantor (which is a natural person or persons, or an entity distinct from the Borrower (but may be affiliated with the Borrower) that has assets other than equity in the related Mortgaged Property that are not de minimis), for losses and damages sustained by reason of Borrower’s (i) misappropriation of rents after the occurrence of an event of default under the Mortgage Loan; (ii) misappropriation of security deposits, insurance proceeds, or condemnation awards; (iii) fraud or intentional material misrepresentation; (iv) breaches of the environmental covenants in the Purchased Asset Documents; or (v) commission of intentional material physical waste at the Mortgaged Property.

Appears in 1 contract

Samples: Master Repurchase Agreement (Starwood Property Trust, Inc.)

Recourse Obligations. The Purchased Asset Documents for each Purchased Asset Mezzanine Loan provide that such Purchased Asset is non-Mezzanine Loan (a) becomes full recourse to the related parties thereto except that: (a) Mezzanine Borrower and a guarantor (which is a natural person or persons, or an entity distinct from Mezzanine the Borrower (but may be affiliated with Mezzanine the Borrower) that has assets other than equity in the underlying Mortgagor related Mortgaged Property that are not de minimis) shall be fully liable for losses, liabilities, costs and damages arising from certain acts of Mezzanine Borrower and/or its principals specified in the related Purchased Asset Documents, which acts generally include the following: (i) acts of fraud or intentional material misrepresentation, (ii) misappropriation of rents (following an event of default), insurance proceeds or condemnation awards, (iii) intentional material physical waste of the underlying Mortgaged Property, (iv) intentional misconduct and (v) any breach of the environmental covenants contained in the related Purchased Asset Documents, and (b) the Purchased Asset shall become full recourse to Mezzanine Borrower and a guarantor (which is a natural person or persons, or an entity distinct from Mezzanine Borrower (but may be affiliated with Mezzanine Borrower) that has assets other than equity in the underlying Mortgagor that are not de minimis), upon any of the following events: (i) if any voluntary petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed or consented to by Mezzanine the Borrower, ; (ii) Mezzanine if Borrower and/or its principals or guarantor shall have colluded with other creditors to cause an involuntary bankruptcy filing with respect to Mezzanine the Borrower or (iii) upon the any voluntary transfer of the related Mortgaged Property, Equity Interests or equity interests in the underlying Mortgagor Borrower made in violation of the Purchased Asset Documents; and (b) contains provisions providing for recourse against the Borrower and guarantor (which is a natural person or persons, or an entity distinct from the Borrower (but may be affiliated with the Borrower) that has assets other than equity in the related Mortgaged Property that are not de minimis), for losses and damages sustained by reason of Borrower’s (i) misappropriation of rents after the occurrence of an event of default under the Mezzanine Loan; (ii) misappropriation of security deposits owing or required to be turned over to lender, insurance proceeds, or condemnation awards; (iii) fraud or intentional material misrepresentation; (iv) breaches of the environmental covenants in the related Purchased Asset Documents; or (v) commission of intentional material physical waste at the Mortgaged Property which may, with respect to this clause tv), in certain instances, be limited to acts or omissions of the related Borrower, guarantor, property manager or their affiliates, employees or agents to the extent there is sufficient cash flow generated by the related Mortgaged Property to prevent such waste or acts or omissions.

Appears in 1 contract

Samples: Master Repurchase Agreement (TPG RE Finance Trust, Inc.)

Recourse Obligations. The Purchased Asset Loan Documents for each Purchased Asset Loan provide that such Purchased Asset Loan is non-recourse to the related parties thereto except that: (a) Mezzanine Borrower the related Mortgagor and a guarantor (which is a natural person or persons, or an entity distinct from Mezzanine Borrower the Mortgagor (but may be affiliated with Mezzanine BorrowerMortgagor) that has assets other than equity in the underlying Mortgagor related Mortgaged Property that are not de minimis) shall be fully liable for losses, liabilities, costs and damages arising from certain acts of Mezzanine Borrower the related Mortgagor and/or its principals specified in the related Purchased Asset Loan Documents, which acts generally include the following: (i) acts of fraud or intentional material misrepresentation, (ii) misappropriation of rents (following an event of default), insurance proceeds or condemnation awards, (iii) intentional material physical waste of the underlying Mortgaged Property, (iv) intentional misconduct and (v) any breach of the environmental covenants contained in the related Purchased Asset Loan Documents, and (b) the Purchased Asset Loan shall become full recourse to Mezzanine Borrower the related Mortgagor and a guarantor (which is a natural person or persons, or an entity distinct from Mezzanine Borrower the Mortgagor (but may be affiliated with Mezzanine BorrowerMortgagor) that has assets other than equity in the underlying Mortgagor related Mortgaged Property that are not de minimis), upon any of the following events: (i) if any petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed filed, consented to, or consented to acquiesced in by Mezzanine Borrowerthe Mortgagor, (ii) Mezzanine Borrower Mortgagor and/or its principals shall have colluded with other creditors to cause an involuntary bankruptcy filing with respect to Mezzanine Borrower the Mortgagor or (iii) upon the transfer of either the Mortgaged Property or equity interests in the underlying Mortgagor made in violation of the Purchased Asset Loan Documents.

Appears in 1 contract

Samples: Master Repurchase Agreement (KKR Real Estate Finance Trust Inc.)

Recourse Obligations. The Purchased Asset Mortgage Loan Documents for each Purchased Asset Mortgage Loan provide that such Purchased Asset is non-Mortgage Loan (a) becomes full recourse to the related parties thereto except that: (a) Mezzanine Borrower Mortgagor and a guarantor (which is a natural person or persons, or an entity distinct from Mezzanine Borrower the Mortgagor (but may be affiliated with Mezzanine Borrowerthe Mortgagor) that that, as of the date of origination of the related Mortgage Loan, has assets other than equity in the underlying Mortgagor related Mortgaged Property that are not de minimis) shall be fully liable for losses, liabilities, costs and damages arising from certain acts of Mezzanine Borrower and/or its principals specified in the related Purchased Asset Documents, which acts generally include the following: (i) acts of fraud or intentional material misrepresentation, (ii) misappropriation of rents (following an event of default), insurance proceeds or condemnation awards, (iii) intentional material physical waste of the underlying Mortgaged Property, (iv) intentional misconduct and (v) any breach of the environmental covenants contained in the related Purchased Asset Documents, and (b) the Purchased Asset shall become full recourse to Mezzanine Borrower and a guarantor (which is a natural person or persons, or an entity distinct from Mezzanine Borrower (but may be affiliated with Mezzanine Borrower) that has assets other than equity in the underlying Mortgagor that are not de minimis), upon any of the following events: (i) if any petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by, consented to, or consented to by Mezzanine Borroweracquiesced in by, the Mortgagor; (ii) Mezzanine Borrower and/or its principals Mortgagor or guarantor shall have colluded with other creditors to cause an involuntary bankruptcy filing with respect to Mezzanine Borrower the Mortgagor or (iii) upon transfers of either the transfer of the Mortgaged Property or equity interests in the underlying Mortgagor made in violation of the Purchased Asset Mortgage Loan Documents; and (b) contains provisions providing for recourse against the Mortgagor and guarantor (which is a natural person or persons, or an entity distinct from the Mortgagor (but may be affiliated with the Mortgagor) that, as of the date of origination of the related Mortgage Loan, has assets other than equity in the related Mortgaged Property that are not de minimis), for losses and damages sustained in the case of (i) (A) misapplication, misappropriation or conversion of insurance proceeds or condemnation awards or of rents following an event of default, or (B) any security deposits not delivered to lender upon foreclosure or action in lieu thereof (except to the extent applied in accordance with leases prior to a Mortgage Loan event of default); (ii) the Mortgagor's fraud or intentional misrepresentation; (iii) willful misconduct by the Mortgagor or guarantor; (iv) breaches of the environmental covenants in the Mortgage Loan Documents; or (v) commission of material physical waste at the Mortgaged Property, which may, with respect to this clause (v), in certain instances, be limited to acts or omissions of the related Mortgagor, guarantor, property manager or their affiliates, employees or agents.

Appears in 1 contract

Samples: Mortgage Loan Purchase Agreement (Credit Suisse Commercial Mortgage Securities Corp.)

Recourse Obligations. The Purchased Asset Documents for each Purchased Asset provide that such Purchased Asset is non-recourse to the related parties thereto except that: (a) Mezzanine Borrower the related Mortgagor and a guarantor (which is a natural person or persons, or an entity distinct from Mezzanine Borrower the Mortgagor (but may be affiliated with Mezzanine BorrowerMortgagor) that has assets other than equity in the underlying Mortgagor related Mortgaged property [NEWYORK 3032673_23] that are not de minimis) shall be fully liable for actual out-of-pocket losses, liabilities, costs and damages arising from certain acts of Mezzanine Borrower the related Mortgagor and/or its principals affiliates specified in the related Purchased Asset Documents, which acts generally include the following: (i) acts of fraud or intentional material misrepresentation, (ii) misappropriation of rents (following an event of default), insurance proceeds or condemnation awards, (iii) intentional material physical waste of the underlying Mortgaged Property, (iv) intentional misconduct and (v) any breach of the environmental covenants contained in the related Purchased Asset Loan Documents, and (b) the Purchased Asset shall become full recourse to Mezzanine Borrower the related Mortgagor and a guarantor (which is a natural person or persons, or an entity distinct from Mezzanine Borrower the Mortgagor (but may be affiliated with Mezzanine BorrowerMortgagor) that has assets other than equity in the underlying Mortgagor related Mortgaged property that are not de minimis), upon any of the following events: (i) if any petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any nay similar federal or state law, shall be filed filed, consented to, or consented to acquiesced in by Mezzanine Borrowerthe Mortgagor, (ii) Mezzanine Borrower Mortgagor and/or its principals shall have colluded with other creditors to cause an involuntary bankruptcy filing with respect to Mezzanine Borrower the Mortgagor or (iii) upon the transfer of either the Mortgaged Property or equity interests in the underlying Mortgagor made in violation of the Purchased Asset Documents.

Appears in 1 contract

Samples: Master Repurchase and Securities Contract Agreement (NorthStar Real Estate Income II, Inc.)

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Recourse Obligations. The Purchased Asset Loan Documents for each Purchased Asset Mortgage Loan provide that such Purchased Asset Mortgage Loan is either (a) full recourse against the related Mortgagor and/or natural person or (b) non-recourse to the related parties thereto except that: and (ai) Mezzanine Borrower the related Mortgagor and a guarantor (which is a natural person or persons, or an entity distinct from Mezzanine Borrower the Mortgagor (but may be affiliated with Mezzanine Borrower) that has assets other than equity in the underlying Mortgagor that are not de minimisMortgagor)) shall be fully liable for actual losses, liabilities, costs and damages arising from certain acts of Mezzanine Borrower the related Mortgagor and/or its principals Exh. III-20 specified in the related Purchased Asset Loan Documents, which acts generally include the following: (iA) acts of fraud or intentional material misrepresentation, (iiB) misapplication or misappropriation of rents (following an event of default)rents, insurance proceeds or condemnation awards, (iiiC) intentional material physical waste of the underlying Mortgaged Property, (ivD) intentional misconduct and (vE) any breach of the environmental covenants contained in the related Purchased Asset Loan Documents, and (bii) the Purchased Asset Mortgage Loan shall become full recourse to Mezzanine Borrower the related Mortgagor and a guarantor (which is a natural person or persons, or an entity distinct from Mezzanine Borrower the Mortgagor (but may be affiliated with Mezzanine Borrower) that has assets other than equity in the underlying Mortgagor that are not de minimisMortgagor), upon any of the following events: (iA) if any petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed filed, consented to, or consented to acquiesced in by Mezzanine Borrower, (ii) Mezzanine Borrower and/or its principals shall have colluded with other creditors to cause an involuntary bankruptcy filing with respect to Mezzanine Borrower the Mortgagor or (iiiB) upon the transfer of either the Mortgaged Property or equity interests in the underlying Mortgagor made in violation of the Purchased Asset Loan Documents.

Appears in 1 contract

Samples: Master Repurchase Agreement (Angel Oak Mortgage, Inc.)

Recourse Obligations. The Purchased Asset Documents for each Purchased Asset provide that such Purchased Asset is non-recourse to the related parties thereto except that: (a) Mezzanine Borrower the related Mortgagor and a guarantor (which is a natural person or persons, or an entity distinct from Mezzanine Borrower the Mortgagor (but may be affiliated with Mezzanine BorrowerMortgagor) that has assets other than equity in the underlying Mortgagor related Mortgaged property that are not de minimis) shall be fully liable for losses, liabilities, costs and damages arising from certain acts of Mezzanine Borrower the related Mortgagor and/or its principals specified in the related Purchased Asset Documents, which acts generally include the following: (i) acts of fraud or intentional material misrepresentation, (ii) misappropriation of rents (following an event of default), insurance proceeds or condemnation awards, (iii) intentional material physical waste of the underlying Mortgaged Property, (iv) intentional misconduct and (v) any breach of the environmental covenants contained in the related Purchased Asset Documentsloan documents, and (b) the Purchased Asset shall become full recourse to Mezzanine Borrower the related Mortgagor and a guarantor (which is a natural person or persons, or an entity distinct from Mezzanine Borrower the Mortgagor (but may be affiliated with Mezzanine BorrowerMortgagor) that has assets other than equity in the underlying Mortgagor related Mortgaged property that are not de minimis), upon any of the following events: (i) if any petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any nay similar federal or state law, shall be filed filed, consented to, or consented to acquiesced in by Mezzanine Borrowerthe Mortgagor, (ii) Mezzanine Borrower Mortgagor and/or its principals shall have colluded with other creditors to cause an involuntary bankruptcy filing with respect to Mezzanine Borrower the Mortgagor or (iii) upon the transfer of either the Mortgaged Property or equity interests in the underlying Mortgagor made in violation of the Purchased Asset Documents.

Appears in 1 contract

Samples: Bailee Agreement (TPG RE Finance Trust, Inc.)

Recourse Obligations. The Purchased Asset Mezzanine Loan Documents for each Purchased Asset Mezzanine Loan provide that such Purchased Asset is non-Mezzanine Loan (a) becomes full recourse to the related parties thereto except that: (a) Mezzanine Borrower and a guarantor (which is a natural person or persons, or an entity distinct from Mezzanine the Borrower (but may be affiliated with Mezzanine the Borrower) that has assets other than equity in the underlying Mortgagor related Mortgaged Property that are not de minimis) shall be fully liable for losses, liabilities, costs and damages arising from certain acts of Mezzanine Borrower and/or its principals specified in the related Purchased Asset Documents, which acts generally include the following: (i) acts of fraud or intentional material misrepresentation, (ii) misappropriation of rents (following an event of default), insurance proceeds or condemnation awards, (iii) intentional material physical waste of the underlying Mortgaged Property, (iv) intentional misconduct and (v) any breach of the environmental covenants contained in the related Purchased Asset Documents, and (b) the Purchased Asset shall become full recourse to Mezzanine Borrower and a guarantor (which is a natural person or persons, or an entity distinct from Mezzanine Borrower (but may be affiliated with Mezzanine Borrower) that has assets other than equity in the underlying Mortgagor that are not de minimis), upon any of the following events: (i) if any voluntary petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed or consented to by Mezzanine the Borrower, ; (ii) Mezzanine if Borrower and/or its principals or guarantor shall have colluded with other creditors to cause an involuntary bankruptcy filing with respect to Mezzanine the Borrower or (iii) upon the any voluntary transfer of the related Mortgaged Property or equity interests in the underlying Mortgagor Borrower made in violation of the Purchased Asset Mezzanine Loan Documents; and (b) contains provisions providing for recourse against the Borrower and guarantor (which is a natural person or persons, or an entity distinct from the Borrower (but may be affiliated with the Borrower) that has assets other than equity in the related Mortgaged Property that are not de minimis), for losses and damages sustained by reason of Borrower’s (i) misappropriation of rents after the occurrence of an event of default under the Mezzanine Loan; (ii) misappropriation of security deposits, insurance proceeds, or condemnation awards; (iii) fraud or intentional material misrepresentation; (iv) breaches of the environmental covenants in the Mezzanine Loan Documents; or (v) commission of intentional material physical waste at the Mortgaged Property.

Appears in 1 contract

Samples: Master Repurchase Agreement (Starwood Property Trust, Inc.)

Recourse Obligations. The Purchased Asset Documents for each Purchased Asset provide that such Purchased Asset is non-recourse non‑recourse to the related parties thereto except that: (a) Mezzanine Borrower and a guarantor (which is a natural person or persons, or an entity distinct from Mezzanine Borrower (but may be affiliated with Mezzanine Borrower) that has assets other than equity in the underlying Mortgagor that are not de minimis) shall be fully liable for losses, liabilities, costs and damages arising from certain acts of Mezzanine Borrower and/or its principals specified in the related Purchased Asset Documents, which acts generally include the following: (i) acts of fraud or intentional material misrepresentation, (iiII) misappropriation of rents (following an event of default), insurance proceeds or condemnation awards, (iii) intentional material physical waste of the underlying Mortgaged Property, (iv) intentional misconduct and (v) any breach of the environmental covenants contained in the related Purchased Asset Documents, and the (b) the Purchased Asset shall become full recourse to Mezzanine Borrower and a guarantor (which is a natural person or persons, or an entity distinct from Mezzanine Borrower (but may be affiliated with Mezzanine Borrower) that has assets other than equity in the underlying Mortgagor that are not de minimis), upon any of the following events: (i) if any petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed or consented to by Mezzanine Borrower, (ii) Mezzanine Borrower and/or its principals shall have colluded with other creditors to cause an involuntary bankruptcy filing with respect to Mezzanine Borrower or (iii) upon the transfer of the equity interests in the underlying Mortgagor made in violation of the Purchased Asset Documents.

Appears in 1 contract

Samples: Master Repurchase and Securities Contract Agreement (Colony NorthStar Credit Real Estate, Inc.)

Recourse Obligations. The Purchased Asset Documents for each Purchased Asset Mezzanine Loan provide that such Purchased Asset is non-Mezzanine Loan (a) becomes full recourse to the related parties thereto except that: (a) Mezzanine Borrower and a guarantor (which is a natural person or persons, or an entity distinct from Mezzanine the related Borrower (but may be affiliated with Mezzanine such Borrower) that has assets other than the equity in the underlying Mortgagor related Mortgaged Property that are not de minimis) shall be fully liable for losses, liabilities, costs and damages arising from certain acts of Mezzanine Borrower and/or its principals specified in the related Purchased Asset Documents, which acts generally include the following: (i) acts of fraud or intentional material misrepresentation, (ii) misappropriation of rents (following an event of default), insurance proceeds or condemnation awards, (iii) intentional material physical waste of the underlying Mortgaged Property, (iv) intentional misconduct and (v) any breach of the environmental covenants contained in the related Purchased Asset Documents, and (b) the Purchased Asset shall become full recourse to Mezzanine Borrower and a guarantor (which is a natural person or persons, or an entity distinct from Mezzanine Borrower (but may be affiliated with Mezzanine Borrower) that has assets other than equity in the underlying Mortgagor that are not de minimis), upon any of the following events: (i) if any voluntary petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed or consented to by Mezzanine the related Borrower, ; (ii) Mezzanine if Borrower and/or its principals or guarantor shall have colluded with other creditors to cause an involuntary bankruptcy filing with respect to Mezzanine Borrower the Borrower; or (iii) upon the any voluntary transfer of the related Mortgaged Property, Equity Interests, or equity interests in the underlying Mortgagor related Borrower made in violation of the related Purchased Asset Documents; and (b) contains provisions providing for recourse against the Borrower and guarantor (which is a natural person or persons, or an entity distinct from the related Borrower (but may be affiliated with such Borrower) that has assets other than the equity in the related Mortgaged Property that are not de minimis), for losses and damages sustained by reason of the Borrower’s (i) misappropriation of rents after the occurrence of an event of default under the Mezzanine Loan; (ii) misappropriation of security deposits, insurance proceeds, or condemnation awards; (iii) fraud or intentional material misrepresentation; (iv) breaches of the environmental covenants in the related Purchased Asset Documents; or (v) commission of intentional material physical waste at the related Mortgaged Property.

Appears in 1 contract

Samples: Master Repurchase Agreement (Colony NorthStar Credit Real Estate, Inc.)

Recourse Obligations. The Purchased Asset Documents for each Purchased Asset provide that such Purchased Asset is non-recourse to the related parties thereto except that: (a) Mezzanine Borrower the related Mortgagor and a guarantor (which is a natural person or persons, or an entity distinct from Mezzanine Borrower the Mortgagor (but may be affiliated with Mezzanine BorrowerMortgagor) that has assets other than equity in the underlying Mortgagor related Mortgaged property that are not de minimis) shall be fully liable for actual and out of pocket losses, liabilities, costs and damages arising from certain acts of Mezzanine Borrower the related Mortgagor and/or its principals specified in the related Purchased Asset Documents, which acts generally include the following: (i) acts of fraud or intentional material misrepresentation, (ii) misappropriation of rents (following an event of default), insurance proceeds or condemnation awards, (iii) intentional material physical waste of the underlying Mortgaged Property, (iv) intentional misconduct and (v) any breach of the environmental covenants contained in the related Purchased Asset Loan Documents, and (b) the Purchased Asset shall become full recourse to Mezzanine Borrower the related Mortgagor and a guarantor (which is a natural person or persons, or an entity distinct from Mezzanine Borrower the Mortgagor (but may be affiliated with Mezzanine BorrowerMortgagor) that has assets other than equity in the underlying Mortgagor related Mortgaged property that are not de minimis), upon any of the following events: (i) if any petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any nay similar federal or state law, shall be filed filed, consented to, or consented to acquiesced in by Mezzanine Borrowerthe Mortgagor, (ii) Mezzanine Borrower Mortgagor and/or its principals shall have colluded with other creditors to cause an involuntary bankruptcy filing with respect to Mezzanine Borrower the Mortgagor or (iii) upon the transfer of either the Mortgaged Property or equity interests in the underlying Mortgagor made in violation of the Purchased Asset Documents.

Appears in 1 contract

Samples: Bailee Agreement (Resource Capital Corp.)

Recourse Obligations. The Purchased Asset ELA Documents for each Purchased Asset such Mezzanine Loan provide that such Purchased Asset is non-Mezzanine Loan (a) becomes full recourse to the related parties thereto except that: (a) Mezzanine Borrower and a or guarantor (which is a natural person or persons, or an entity distinct from Mezzanine Borrower the Mortgagor (but may be affiliated with the Mezzanine Borrower) that has assets other than equity in the underlying Mortgagor related Mortgaged Property that are not de minimis) shall be fully liable for losses, liabilities, costs and damages arising from certain acts of Mezzanine Borrower and/or its principals specified in the related Purchased Asset Documents, which acts generally include the following: (i) acts of fraud or intentional material misrepresentation, (ii) misappropriation of rents (following an event of default), insurance proceeds or condemnation awards, (iii) intentional material physical waste of the underlying Mortgaged Property, (iv) intentional misconduct and (v) any breach of the environmental covenants contained in the related Purchased Asset Documents, and (b) the Purchased Asset shall become full recourse to Mezzanine Borrower and a guarantor (which is a natural person or persons, or an entity distinct from Mezzanine Borrower (but may be affiliated with Mezzanine Borrower) that has assets other than equity in the underlying Mortgagor that are not de minimis), upon any of the following events: (i) if any voluntary petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed or consented to by the Mezzanine Borrower, ; (ii) the Mezzanine Borrower and/or its principals or guarantor shall have colluded with (or, alternatively, solicited or caused to be solicited) other creditors to cause an involuntary bankruptcy filing with respect to the Mezzanine Borrower or (iii) upon voluntary transfers of either the transfer of the Mortgaged Property or equity interests in the underlying Mortgagor Mezzanine Borrower made in violation of the Purchased Asset ELA Documents; and (b) contains provisions providing for recourse against the Mezzanine Borrower or guarantor (which is a natural person or persons, or an entity distinct from the Mezzanine Borrower (but may be affiliated with the Mezzanine Borrower) that has assets other than equity in the related Mortgaged Property that are not de minimis), for losses and damages sustained by reason of the Mezzanine Borrower’s (i) misappropriation of rents after the occurrence of an event of default under the Mezzanine Loan; (ii) misappropriation of (A) insurance proceeds or condemnation awards or (B) security deposits or, alternatively, the failure of any security deposits to be delivered to the lender under such Mezzanine Loan upon foreclosure or action in lieu thereof (except to the extent applied in accordance with leases prior to a Senior Loan event of default); (iii) fraud or intentional material misrepresentation; (iv) breaches of the environmental covenants in the related ELA Documents; or (v) commission of intentional material physical waste at the related Mortgaged Property.

Appears in 1 contract

Samples: Credit Agreement (TPG RE Finance Trust, Inc.)

Recourse Obligations. The Purchased Asset Documents for each Purchased Asset such Mezzanine Loan provide that such Purchased Asset is non-Mezzanine Loan (a) becomes full recourse to the related parties thereto except that: (a) Mezzanine Borrower and a guarantor (which is a natural person or persons, or an entity distinct from Mezzanine the related Borrower (but may be affiliated with Mezzanine such Borrower) that has assets other than the equity in the underlying Mortgagor related Mortgaged Property that are not de minimis) shall be fully liable for losses, liabilities, costs and damages arising from certain acts of Mezzanine Borrower and/or its principals specified in the related Purchased Asset Documents, which acts generally include the following: (i) acts of fraud or intentional material misrepresentation, (ii) misappropriation of rents (following an event of default), insurance proceeds or condemnation awards, (iii) intentional material physical waste of the underlying Mortgaged Property, (iv) intentional misconduct and (v) any breach of the environmental covenants contained in the related Purchased Asset Documents, and (b) the Purchased Asset shall become full recourse to Mezzanine Borrower and a guarantor (which is a natural person or persons, or an entity distinct from Mezzanine Borrower (but may be affiliated with Mezzanine Borrower) that has assets other than equity in the underlying Mortgagor that are not de minimis), upon any of the following events: (i) if any voluntary petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed or consented to by Mezzanine the related Borrower, ; (ii) Mezzanine if Borrower and/or its principals or guarantor shall have colluded with (or, alternatively, solicited or caused to be solicited) other creditors to cause an involuntary bankruptcy filing with respect to Mezzanine Borrower the Borrower; or (iii) upon the any voluntary transfer of the related Mortgaged Property, Equity Interests, or equity interests in the underlying Mortgagor related Borrower made in violation of the related Purchased Asset Documents; and (b) contains provisions providing for recourse against the Borrower and guarantor (which is a natural person or persons, or an entity distinct from the related Borrower (but may be affiliated with such Borrower) that has assets other than the equity in the related Mortgaged Property that are not de minimis), for losses and damages sustained by reason of the Borrower’s (i) misappropriation of rents after the occurrence of an event of default under the Mezzanine Loan; (ii) misappropriation of security deposits (or, alternatively, the failure of any security deposits to be delivered to lender upon foreclosure or action in lieu thereof (except to the extent applied in accordance with leases prior to an event of default under such Mezzanine Loan)), insurance proceeds, or condemnation awards; (iii) fraud or intentional material misrepresentation; (iv) breaches of the environmental covenants in the related Purchased Asset Documents; or (v) commission of intentional material physical waste at the related Mortgaged Property.

Appears in 1 contract

Samples: Master Repurchase Agreement (Blackstone Mortgage Trust, Inc.)

Recourse Obligations. The Purchased Asset Mezzanine Loan Documents for each Purchased Asset Mezzanine Loan provide that such Purchased Asset is non-Mezzanine Loan (a) becomes full recourse to the related parties thereto except that: (a) Mezzanine Borrower and a guarantor (which is a natural person or persons, or an entity distinct from the related Mezzanine Borrower (but may be affiliated with such Mezzanine Borrower) that has assets other than equity in the underlying Mortgagor Equity Interests that are not de minimis) shall be fully liable for losses, liabilities, costs and damages arising from certain acts of Mezzanine Borrower and/or its principals specified in the related Purchased Asset Documents, which acts generally include the following: (i) acts of fraud or intentional material misrepresentation, (ii) misappropriation of rents (following an event of default), insurance proceeds or condemnation awards, (iii) intentional material physical waste of the underlying Mortgaged Property, (iv) intentional misconduct and (v) any breach of the environmental covenants contained in the related Purchased Asset Documents, and (b) the Purchased Asset shall become full recourse to Mezzanine Borrower and a guarantor (which is a natural person or persons, or an entity distinct from Mezzanine Borrower (but may be affiliated with Mezzanine Borrower) that has assets other than equity in the underlying Mortgagor that are not de minimis), upon any of the following events: (i) if any voluntary petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any similar federal or state lawlaw or the equivalent in any relevant non-U.S. jurisdiction, shall be filed by the related Mortgagor or consented to by Mezzanine Borrower, ; (ii) if the related Mortgagor or Mezzanine Borrower and/or its principals or guarantor shall have colluded with other creditors to cause an involuntary bankruptcy or other insolvency filing with respect to the Mortgagor or the Mezzanine Borrower Borrower; or (iii) upon the any voluntary transfer of either the related Mortgaged Property, Equity Interests, or equity interests in the underlying Mortgagor related Mezzanine Borrower made in violation of the Purchased Asset related Mezzanine Loan Documents; and (b) contains provisions providing for recourse against the Mezzanine Borrower and guarantor (which is a natural person or persons, or an entity distinct from the related Mezzanine Borrower (but may be affiliated with such Mezzanine Borrower) that has assets other than Equity Interests that are not de minimis), for losses and damages sustained by reason of the related Mortgagor’s or Mezzanine Borrower’s (i) misappropriation of rents after the occurrence of an event of default under the related Mezzanine Loan Documents; (ii) misappropriation of security deposits, insurance proceeds, or condemnation awards; (iii) fraud or intentional material misrepresentation; (iv) breach of the environmental covenants in the related Mezzanine Loan Documents; or (v) commission of intentional material physical waste at the related Mortgaged Property.

Appears in 1 contract

Samples: Master Repurchase Agreement (Starwood Credit Real Estate Income Trust)

Recourse Obligations. The Purchased Asset Loan Documents for each Purchased Asset such Senior Loan provide that such Purchased Asset is non-Senior Loan (a) becomes full recourse to the related parties thereto except that: (a) Mezzanine Borrower and a mortgagor or guarantor (which is a natural person or persons, or an entity distinct from Mezzanine Borrower the mortgagor (but may be affiliated with Mezzanine Borrowerthe mortgagor) that has assets other than equity in the underlying Mortgagor related Mortgaged Property that are not de minimis) shall be fully liable for losses, liabilities, costs and damages arising from certain acts of Mezzanine Borrower and/or its principals specified in the related Purchased Asset Documents, which acts generally include the following: (i) acts of fraud or intentional material misrepresentation, (ii) misappropriation of rents (following an event of default), insurance proceeds or condemnation awards, (iii) intentional material physical waste of the underlying Mortgaged Property, (iv) intentional misconduct and (v) any breach of the environmental covenants contained in the related Purchased Asset Documents, and (b) the Purchased Asset shall become full recourse to Mezzanine Borrower and a guarantor (which is a natural person or persons, or an entity distinct from Mezzanine Borrower (but may be affiliated with Mezzanine Borrower) that has assets other than equity in the underlying Mortgagor that are not de minimis), upon any of the following events: (i) if any voluntary petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed or consented to by Mezzanine Borrower, the mortgagor; (ii) Mezzanine Borrower and/or its principals mortgagor or guarantor shall have colluded with (or, alternatively, solicited or caused to be solicited) other creditors to cause an involuntary bankruptcy filing with respect to Mezzanine Borrower the Mortgagor or (iii) upon voluntary transfers of either the transfer of the Mortgaged Property or equity interests in the underlying Mortgagor mortgagor made in violation of the Purchased Asset Loan Documents; and (b) contains provisions providing for recourse against the mortgagor or guarantor (which is a natural person or persons, or an entity distinct from the mortgagor (but may be affiliated with the mortgagor) that has assets other than equity in the related Mortgaged Property that are not de minimis), for losses and damages sustained by reason of mortgagor’s (i) misappropriation of rents after the occurrence of an event of default under the Senior Loan; (ii) misappropriation of (A) insurance proceeds or condemnation awards or (B) security deposits or, alternatively, the failure of any security deposits to be delivered to lender upon foreclosure or action in lieu thereof (except to the extent applied in accordance with leases prior to a Senior Loan event of default); (iii) fraud or intentional material misrepresentation; (iv) breaches of the environmental covenants in the related Purchased Loan Documents; or (v) commission of intentional material physical waste at the Mortgaged Property.

Appears in 1 contract

Samples: Bailee Agreement (Blackstone Mortgage Trust, Inc.)

Recourse Obligations. The Purchased Asset Mezzanine Loan Documents for each Purchased Asset Mezzanine Loan provide that such Purchased Asset is non-Mezzanine Loan (a) becomes full recourse to the related parties thereto except that: (a) Mezzanine Borrower and a guarantor (which is a natural person or persons, or an entity or entities distinct from the related Mezzanine Borrower (but may be affiliated with such Mezzanine Borrower) that has collectively as of the date of origination have assets other than equity the Capital Stock in the underlying Mortgagor that are not de minimis) shall be fully liable for losses, liabilities, costs and damages arising from certain acts of Mezzanine Borrower and/or its principals specified in the related Purchased Asset Documents, which acts generally include the following: (i) acts of fraud or intentional material misrepresentation, (ii) misappropriation of rents (following an event of default), insurance proceeds or condemnation awards, (iii) intentional material physical waste of the underlying Mortgaged Property, (iv) intentional misconduct and (v) any breach of the environmental covenants contained in the related Purchased Asset Documents, and (b) the Purchased Asset shall become full recourse to Mezzanine Borrower and a guarantor (which is a natural person or persons, or an entity distinct from Mezzanine Borrower (but may be affiliated with Mezzanine Borrower) that has assets other than equity in the underlying Mortgagor that are not de minimis), upon any of the following events: events (or events of substantially similar effect): (i) if any voluntary petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed or by consented to or acquiesced in by the related Mortgagor or Mezzanine Borrower, ; (ii) if the related Mortgagor or Mezzanine Borrower and/or its principals guarantor shall have colluded with (or alternatively solicited or caused to be solicited) other creditors to cause an involuntary bankruptcy filing with respect to the Mortgagor or the Mezzanine Borrower Borrower; or (iii) upon voluntary transfers of either the transfer of the related Mortgaged Property, Capital Stock, or controlling equity interests in the underlying Mortgagor related Mezzanine Borrower made in violation of the Purchased Asset related Mezzanine Loan Documents; and (b) contains provisions providing for recourse against the Mezzanine Borrower and guarantor (which is a natural person or persons, or an entity or entities distinct from the related Mezzanine Borrower (but may be affiliated with such Mezzanine Borrower) that collectively as of the date of origination have assets other than the Capital Stock in the underlying Mortgagor that are not de minimis), for losses, liabilities, costs and damages sustained by reason of the related (or of provisions of substantially similar effect) Mortgagor’s or Mezzanine Borrower’s and/or its principals’ (i) misappropriation of rents after the occurrence of an event of default under the related Mezzanine Loan; (ii) misappropriation of security deposits, insurance proceeds, or condemnation awards; (iii) fraud, willful misconduct or intentional material misrepresentation; (iv) breach of the environmental covenants in the related Mezzanine Loan Documents; or (v) commission of intentional material physical waste at the related Mortgaged Property.

Appears in 1 contract

Samples: Master Repurchase Agreement and Securities Contract (Blackstone Mortgage Trust, Inc.)

Recourse Obligations. The Purchased Asset Documents for each Purchased Asset Mortgage Loan provide that such Purchased Asset is non-Mortgage Loan (a) becomes full recourse to the related parties thereto except that: (a) Mezzanine Borrower and a guarantor (which is a natural person or persons, or an entity distinct from Mezzanine the Borrower (but may be affiliated with Mezzanine the Borrower) that has assets other than equity in the underlying Mortgagor related Mortgaged Property that are not de minimis) shall be fully liable for losses, liabilities, costs and damages arising from certain acts of Mezzanine Borrower and/or its principals specified in the related Purchased Asset Documents, which acts generally include the following: (i) acts of fraud or intentional material misrepresentation, (ii) misappropriation of rents (following an event of default), insurance proceeds or condemnation awards, (iii) intentional material physical waste of the underlying Mortgaged Property, (iv) intentional misconduct and (v) any breach of the environmental covenants contained in the related Purchased Asset Documents, and (b) the Purchased Asset shall become full recourse to Mezzanine Borrower and a guarantor (which is a natural person or persons, or an entity distinct from Mezzanine Borrower (but may be affiliated with Mezzanine Borrower) that has assets other than equity in the underlying Mortgagor that are not de minimis), upon any of the following events: (i) if any voluntary petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed or consented to by Mezzanine the Borrower, ; (ii) Mezzanine if Borrower and/or its principals or guarantor shall have colluded with other creditors to cause an involuntary bankruptcy filing with respect to Mezzanine the Borrower or (iii) upon the any voluntary transfer of either the Mortgaged Property or equity interests in the underlying Mortgagor Borrower made in violation of the Purchased Asset Documents; and (b) contains provisions providing for recourse against the Borrower and guarantor (which is a natural person or persons, or an entity distinct from the Borrower (but may be affiliated with the Borrower) that has assets other than equity in the related Mortgaged Property that are not de minimis), for losses and damages sustained by reason of Borrower’s (i) misappropriation of rents after the occurrence of an event of default under the Mortgage Loan; (ii) misappropriation of security deposits, insurance proceeds, or condemnation awards; (iii) fraud or intentional material misrepresentation; (iv) breaches of the environmental covenants in the related Purchased Asset Documents; or (v) commission of intentional material physical waste at the Mortgaged Property.

Appears in 1 contract

Samples: Master Repurchase Agreement (Colony NorthStar Credit Real Estate, Inc.)

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