Asset Proceeds means all of the following: (a) any and all proceeds with respect to any or all of the Assets or any or all of the Collateral, including principal, interest, default interest, prepayment fees, premiums and charges, extension and exit fees, late fees, assumption fees, other fees and charges, insurance proceeds and condemnation payments (or any portion thereof) and, with respect to any Acquired Property, operating cash flow realized from such Acquired Property, whether paid directly to the Company or payable to an Ownership Entity and distributed to the Company, and, with respect to any Acquired Property leased by an Ownership Entity to a TRS Entity, the lease payment for such Acquired Property paid to an Ownership Entity and distributed to the Company; (b) any and all proceeds from sales or other dispositions or refinancings of any or all of the Assets (including Acquired Property) or any or all of the Ownership Entities, including any Repurchase Price payments pursuant to the Transfer Agreement; (c) any proceeds from making a draw under any letter of credit or certificate of deposit held with respect to any Asset, if such draw is permitted by the terms of the Asset Documents; (d) any recoveries from Borrowers or Obligors of any kind or nature with respect to the Assets; (e) any deposits or down payments forfeited by prospective purchasers or lessees of apartments or other units for space at any Collateral; (f) indemnity payments or reimbursements (including for TRS Costs) received by the Company or any Ownership Entity pursuant to the Transaction Documents; and (g) any interest or other earnings accrued and paid on any of the amounts described in the foregoing clauses (a) through (f) while held in the Collection Account or any other account (other than the Working Capital Reserve Account or the Private Owner Pledged Account); provided, however, that, with respect to proceeds of any Loan Participation (including as a result of any sale or other disposition of such Loan Participation or of Collateral relating thereto), the Asset Proceeds exclude any amounts payable to others under the applicable Loan Participation Agreement, and with respect to any Loan, the Asset Proceeds exclude all Escrow Payments and all other amounts required to be deposited in any Escrow Account pursuant to the applicable Asset Documents.
Asset Proceeds means, with respect to an Asset, any and all payments, revenues, income, receipts, collections, recoveries and other proceeds or assets received net of identified non-sufficient funds with respect to such Asset, including (without limitation) (a) payments of principal, interest, fees, late charges, insufficient funds charges, guaranty payments and any interest thereon, credit insurance payments and other cash receipts on account of such Asset, (b) interest earned on such Asset in any account created in connection herewith, (c) court-awarded legal fees and expenses, court-awarded reimbursements of fees, costs and expenses, (d) legal fees, credit insurance costs, guaranty fees and other amounts recovered on account of such Asset, to the extent the obligation giving rise thereto has previously been paid or is otherwise not due and payable with any such receipts, (e) settlements, compromises, liquidations, foreclosure proceeds, dispositions, sales, transfers or other proceeds, whether cash or otherwise, received as a result of or in any way in connection with collection activities related to such Asset or in connection with the sale, transfer or disposition of such Asset and (f) payments, fees, rebates, refunds, commissions, kickbacks, rakeoffs, discounts, deductions, whether cash or otherwise, received by the Company, or any Affiliated Party, as a result of or in any way in connection with collection activities related to such Asset or in connection with the sale, disposition or transfer of such Asset.
Asset Proceeds means all cash and non-cash consideration received by Merchant or Agent from the sale or other disposition of the Assets, which for the avoidance of doubt shall exclude Proceeds, XXXX Proceeds, FF&E Proceeds and the “Break Up Fee” (as defined in the Letter Agreement to which this is attached) and “Expense Reimbursement” (as defined in the Letter Agreement to which this is attached).
Examples of Asset Proceeds in a sentence
No funds from any other source (other than interest or earnings on the Asset Proceeds, funds transferred from the Working Capital Reserve Account, the proceeds of Excess Working Capital Advances and other funds expressly permitted to be deposited into the Collection Account pursuant to the Custodial and Paying Agency Agreement) may be commingled in the Collection Account.
The Servicer will not (i) place, or (ii) knowingly (including for this purpose any knowledge that the Servicer would have obtained if it had complied with the Servicing Standard) permit (voluntarily or involuntarily) to be placed, or to exist, any Lien on any of the Assets, the Collateral, the Asset Documents, or the Asset Proceeds, except for, in the case of Collateral or Acquired Property, such Permitted Liens as the Manager may permit from time to time.
The Servicer hereby waives any and all rights it may otherwise have (whether by contract or operation of Law or otherwise) to any setoff, offset, counterclaim or deduction (or to assert any claim for any setoff, offset counterclaim or deduction) against the Asset Proceeds (or the Company).
The Servicer acknowledges and agrees that it will have no recourse against the Company for any amounts the Servicer is required to pay pursuant to this Section 8.2, and in no event will expenses incurred by the Servicer or any Subservicer in connection with its obligations under this Section 8.2 constitute Servicing Expenses or otherwise be deducted from or reimbursed out of Asset Proceeds.
No Servicer Advances will bear interest chargeable in any way to the Company or deductible from any Asset Proceeds.
More Definitions of Asset Proceeds
Asset Proceeds. With respect to any Mortgage Asset included in the Trust Fund, the amount paid to the holder of such Mortgage Asset in accordance with its terms.
Asset Proceeds means the aggregate value received in connection with the sale of assets or the sale of options to acquire assets of the Affiliate Guarantors, the Borrower and any of their respective Subsidiaries (other than Excluded Asset Sales) after deducting therefrom only (a) the costs of sale including reasonable brokerage commissions, underwriting fees and discounts, legal fees, finder's fees, severance, legacy and similar costs and other similar fees and commissions, (b) the amount of taxes paid or estimated to be payable during the then current or next fiscal year in connection with or as a result of such transaction and reasonable reserves associated therewith (including such amounts paid or payable by direct or indirect partners, 8 4 members or other holders of direct or indirect equity or other ownership interests in the assets or options subject to such sale), (c) the amount of any Indebtedness related to such asset that, by the terms of such transaction, is required to be repaid upon such disposition and (d) any such other reasonable exit costs related to such transaction, in each case to the extent, but only to the extent, that the amounts so deducted are properly attributable to such transaction or to the asset that is the subject thereof.
Asset Proceeds means, with respect to an Asset, any and all payments, revenues, income, receipts, collections, recoveries and other proceeds or assets received net of identified non-sufficient funds with respect to such Asset, including (without limitation) (a) payments of principal, interest, fees, late charges, insufficient funds charges, guaranty payments and any interest thereon, credit insurance payments and other cash receipts on account of such Asset, (b) interest earned on such Asset in a Collateral Account or any other account created in connection herewith, (c) court-awarded legal fees and expenses, court-awarded reimbursements of fees, costs and expenses, (d) legal fees, credit insurance costs, guaranty fees and other amounts recovered on account of such Asset, to the extent the obligation giving rise thereto has previously been paid or is otherwise not due and payable with any such receipts and (e) settlements, compromises, liquidations, foreclosure proceeds, dispositions, sales, transfers or other proceeds, whether cash or otherwise, received as a result of or in any way in connection with collection activities related to such Asset or in connection with the sale, transfer or disposition of such Asset and
Asset Proceeds means the aggregate value received -------------- in connection with the sale of assets of the Borrower and its Subsidiaries (other than Excluded Asset Sales) after deducting therefrom only (a) the costs of sale including reasonable brokerage commissions, underwriting fees and discounts, legal fees, finder's fees, severance, legacy and similar costs and other similar fees and commissions, (b) the amount of taxes paid or estimated to be payable during the then current or next fiscal year in connection with or as a result of such transaction and reasonable reserves associated therewith, (c) the amount of any Indebtedness related to such asset that, by the terms of such transaction, is required to be repaid upon such disposition and (d) any such other reasonable exit costs related to such transaction, in each case to the extent, but only to the extent, that the amounts so deducted are, at the time of receipt of such cash, properly attributable to such transaction or to the asset that is the subject thereof.
Asset Proceeds means Asset Distributions that have been received in cash by any Borrower or Holding Vehicle in respect of an Asset and which are attributable to a Borrower net of any:
Asset Proceeds means the aggregate value received
Asset Proceeds means, with respect to an Asset, any and all payments, revenues, income, receipts, collections, recoveries and other proceeds or assets received net of identified non-sufficient funds with respect to such Asset, including (without limitation) (a) payments of principal, interest, fees, late charges, insufficient funds charges, guaranty payments and any interest thereon, credit insurance payments and other cash receipts on account of such Asset, (b) interest earned on such Asset in any account created in connection herewith, (c) court-awarded legal fees and expenses, court-awarded reimbursements of fees, costs and expenses,