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Title: |
Loan Agreement |
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Entities: |
American Financial Realty Trust; Citibank, NA; Lehman Brothers Inc.; McGraw-Hill Companies Inc.; Wachovia Bank, NA; Federal National Mortgage Association; International Swaps & Derivatives Association, Inc.; Lehman Brothers Holdings Inc.; Morgan, Lewis & Bockius |
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Date: |
2004 |
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Size: |
Preview shows 53KB of 488KB total |
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Price: |
$99 |
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ID: |
#334468 |
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Start of Preview |
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LOAN AGREEMENT
Dated as of September 22, 2004
Between
FIRST STATES INVESTORS 3300, LLC,
as Borrower
and
LEHMAN BROTHERS HOLDINGS INC.
as Lender
TABLE OF CONTENTS
| Page | ||||
|
I. DEFINITIONS; PRINCIPLES OF CONSTRUCTION |
1 | |||
|
Section 1.1. |
Definitions. | 1 | ||
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Section 1.2. |
Principles of Construction. | 32 | ||
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II. GENERAL TERMS |
32 | |||
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Section 2.1. |
Loan Commitment; Disbursement to Borrower. | 32 | ||
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Section 2.2. |
Interest; Loan Payments; Late Payment Charge. | 33 | ||
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Section 2.3. |
Prepayments. | 38 | ||
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Section 2.4. |
Defeasance. | 39 | ||
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Section 2.5. |
Release. | 48 | ||
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Section 2.6. |
Property Substitution. | 53 | ||
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Section 2.7. |
Deposits into Lockbox Account. | 61 | ||
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III. INTENTIONALLY DELETED |
61 | |||
|
IV. REPRESENTATIONS AND WARRANTIES |
61 | |||
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Section 4.1. |
Borrower Representations. | 61 | ||
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Section 4.2. |
Survival of Representations. | 72 | ||
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V. BORROWER COVENANTS |
72 | |||
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Section 5.1. |
Affirmative Covenants.: | 72 | ||
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Section 5.2. |
Negative Covenants. | 84 | ||
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VI. INSURANCE; CASUALTY; CONDEMNATION |
91 | |||
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Section 6.1. |
Insurance. | 91 | ||
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Section 6.2. |
Casualty. | 96 | ||
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Section 6.3. |
Condemnation. | 96 | ||
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Section 6.4. |
Restoration. | 97 | ||
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VII. RESERVE FUNDS |
102 | |||
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Section 7.1. |
Ground Rent Reserve. | 102 | ||
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Section 7.2. |
Tax and Insurance Reserve. | 103 | ||
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Section 7.3. |
Replacement Reserve. | 104 | ||
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Section 7.4. |
Immediate Repair Reserve. | 109 | ||
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Section 7.5. |
Rollover Reserve. | 110 | ||
-i-
TABLE OF CONTENTS
(continued)
| Page | ||||
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Section 7.6. |
Low DSCR Reserve | 111 | ||
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Section 7.7. |
Branch Agreement Reserve. | 112 | ||
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Section 7.8. |
Special Release Reserve | 113 | ||
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Section 7.9. |
Reserve Funds, Generally. | 114 | ||
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Section 7.10. |
Letters of Credit, Generally. | 115 | ||
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VIII. DEFAULTS |
116 | |||
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Section 8.1. |
Event of Default. | 116 | ||
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Section 8.2. |
Remedies. | 119 | ||
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Section 8.3. |
Remedies Cumulative; Waivers. | 120 | ||
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IX. SPECIAL PROVISIONS |
120 | |||
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Section 9.1. |
Sale of Security Instruments and Securitization. | 120 | ||
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Section 9.2. |
Securitization Indemnification. | 125 | ||
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Section 9.3. |
Rating Surveillance. | 127 | ||
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Section 9.4. |
Exculpation. | 127 | ||
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Section 9.5. |
Servicer. | 129 | ||
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Section 9.6. |
Termination of Manager(s). | 130 | ||
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Section 9.7. |
Creation of Security Interest. | 130 | ||
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Section 9.8. |
Assignments and Participations. | 130 | ||
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Section 9.9. |
Intentionally Deleted. | 131 | ||
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Section 9.10. |
Uncross of Properties. | 131 | ||
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X. MISCELLANEOUS |
132 | |||
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Section 10.1. |
Survival. | 132 | ||
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Section 10.2. |
Lenders Discretion | 132 | ||
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Section 10.3. |
Governing Law. | 132 | ||
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Section 10.4. |
Modification, Waiver in Writing. | 133 | ||
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Section 10.5. |
Delay Not a Waiver. | 133 | ||
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Section 10.6. |
Notices. | 133 | ||
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Section 10.7. |
Trial by Jury. | 134 | ||
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Section 10.8. |
Headings. | 135 | ||
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Section 10.9. |
Severability. | 135 | ||
-ii-
TABLE OF CONTENTS
(Continued)
| Page | ||||
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Section 10.10. |
Preferences | 135 | ||
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Section 10.11. |
Waiver of Notice. | 135 | ||
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Section 10.12. |
Remedies of Borrower. | 135 | ||
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Section 10.13. |
Expenses; Indemnity. | 135 | ||
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Section 10.14. |
Schedules Incorporated | 136 | ||
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Section 10.15. |
Offsets, Counterclaims and Defenses. | 137 | ||
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Section 10.16. |
No Joint Venture or Partnership; No Third Party Beneficiaries. | 137 | ||
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Section 10.17. |
Publicity. | 137 | ||
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Section 10.18. |
Waiver of Marshalling of Assets | 137 | ||
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Section 10.19. |
Waiver of Counterclaim | 137 | ||
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Section 10.20. |
Conflict; Construction of Documents; Reliance. | 138 | ||
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Section 10.21. |
Brokers and Financial Advisors. | 138 | ||
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Section 10.22. |
Prior Agreements. | 138 | ||
SCHEDULES
|
Schedule 1 |
- | Property Names and Locations; Allocated Loan Amounts | ||
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Schedule 2 |
- | Payment Schedule | ||
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Schedule 3 |
- | Ground Leases | ||
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Schedule 4 |
- | Special Release Properties | ||
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Schedule 5 |
- | Borrower Organizational Structure Chart | ||
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Schedule 6 |
- | Litigation | ||
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Schedule 7 |
- | Property Rent Rolls | ||
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Schedule 8 |
- | Material Agreements | ||
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Schedule 9 |
- | Immediate Repairs | ||
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Schedule 10 |
- | Form of Special Release Guaranty | ||
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Schedule 11 |
- | Special Flood Hazard Properties | ||
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Schedule 12 |
- | Wachovia Managed Properties | ||
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Schedule 13 |
- | Exceptions to Compliance Representations and Warranties | ||
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Schedule 14 |
- | Exceptions to Ground Lease Representations and Warranties | ||
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Schedule 15 |
- | Intentionally Deleted | ||
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Schedule 16 |
- | Bristol SITB Parcel | ||
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Schedule 17 |
- | Branch Agreement / Portfolio RSF Analysis |
-iii-
LOAN AGREEMENT
THIS LOAN AGREEMENT, dated as of September 22, 2004 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this Agreement), between LEHMAN BROTHERS HOLDINGS INC., a Delaware corporation, having an address at 399 Park Avenue, New York, New York 10022 (Lender) and FIRST STATES INVESTORS 3300, LLC, a Delaware limited liability company, having its principal place of business at c/o American Financial Realty Trust, 680 Old York Road, Suite 200, Jenkintown, Pennsylvania 19046 (Borrower).
W I T N E S S E T H:
WHEREAS, Borrower desires to obtain the Loan (as hereinafter defined) from Lender; and
WHEREAS, Lender is willing to make the Loan to Borrower, subject to and in accordance with the terms of this Agreement and the other Loan Documents (as hereinafter defined).
NOW, THEREFORE, in consideration of the making of the Loan by Lender and the covenants, agreements, representations and warranties set forth in this Agreement, the parties hereto hereby covenant, agree, represent and warrant as follows:
I. DEFINITIONS; PRINCIPLES OF CONSTRUCTION
Section 1.1. Definitions. For all purposes of this Agreement, except as otherwise expressly required or unless the context clearly indicates a contrary intent:
Acceptable Alteration Security shall have the meaning set forth in Section 5.1.21 hereof.
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