Additional Mezzanine Loan Sample Clauses
The "Additional Mezzanine Loan" clause defines the terms under which a borrower may obtain an extra mezzanine loan in addition to any existing financing. Typically, this clause outlines the conditions that must be met for the additional loan to be approved, such as lender consent, compliance with existing loan covenants, and limitations on the total amount of mezzanine debt. For example, it may specify that the new loan cannot exceed a certain percentage of the property's value or require that the borrower maintain specific financial ratios. The core function of this clause is to regulate the borrower's ability to take on further subordinate debt, thereby protecting the interests of the original lender and maintaining the agreed-upon risk profile of the transaction.
Additional Mezzanine Loan. (a) Provided no Event of Default has occurred and is continuing, upon not less than thirty (30) days’ prior written notice to Lender (the “Mezzanine Notice”) which notice shall be revocable (provided that Borrower shall reimburse Lender for any costs and expenses in connection with such revoked notice), one or more direct or indirect owners of Borrower which are special purpose bankruptcy remote entities (“Additional Mezzanine Borrower”) shall be permitted to obtain a mezzanine loan (the “Additional Mezzanine Loan”), which Additional Mezzanine Loan shall be secured by direct or indirect interests in Borrower and the other Loan Parties and other customary mezzanine loan collateral, subject to the following conditions and requirements:
(i) the Additional Mezzanine Loan shall be junior and subordinate to the Loan and any New Mezzanine Loan and shall not be secured by any direct interest in any Individual Property or any interest pledged pursuant to any New Mezzanine Loan;
(ii) the documents evidencing the Additional Mezzanine Loan shall be (x) in substantially the same form and substance as the Loan Documents, with such changes as necessary to reflect the mezzanine loan structure, or as otherwise reasonably approved by Lender or (y) in then-market form reasonably approved by Lender (collectively, as each of the same may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms and conditions of this Agreement and the Mezzanine Intercreditor Agreement (as defined below), the “Additional Mezzanine Loan Documents”);
(iii) Additional Mezzanine Borrower shall enter into an amendment and joinder to the Cash Management Agreement with Borrower, Operating Lessee, Lender, New Mezzanine Lender, if any, New Mezzanine Borrower, if any, and Additional Mezzanine Lender (as defined below) in the same form, scope and substance as the then existing Cash Management Agreement with such changes as are reasonably acceptable in all respects to Lender;
(iv) the Additional Mezzanine Loan together with the Loan and any other Mezzanine Loan immediately following the closing of the Additional Mezzanine Loan shall have a combined Total Loan-to-Value Ratio of no greater than seventy-six percent (76%);
(v) the Debt Yield (Mortgage Only) and, to the extent a New Mezzanine Loan is outstanding at the time the Additional Mezzanine Loan is originated, the Debt Yield (Aggregate) immediately following the closing of the Additional Mezzanine ...
Additional Mezzanine Loan. Except for the period following Lender’s delivery of written notice of its intent to Securitize all or any portion of the Loan (and until the closing or Lender’s abandonment of such Securitization), at any time following the Closing Date Borrower may incur additional Debt (each, a “Mezzanine Loan”) in the form of one more additional mezzanine loans; provided that each of the following conditions is satisfied to Lender’s reasonable satisfaction:
(a) Borrower gives Lender at least 30 days prior written notice of the closing of such Mezzanine Loan, which notice shall specify the anticipated closing date, the terms for the Mezzanine Loan (including principal amount, payment terms, maturity date, description of the collateral) and reasonably identify the expected holders of the Mezzanine Loan;
(b) Borrower delivers an Officer’s Certificate to Lender (accompanied by reasonable supporting calculations and documentation) demonstrating that the Operating Income (after giving effect to the incremental incentive fee payable to Manager under the Management Agreement following the loss of the First Owner’s Priority (as defined in the Management Agreement)) on a trailing 12-month basis is not less than $14,500,000;
(c) Borrower delivers an Officer’s Certificate to Lender (accompanied by reasonable supporting calculations and documentation) demonstrating that the aggregate amount of the Mezzanine Loan plus the Principal Amount of the Loan plus the amount of any New Mezzanine Loan plus the amount of any Preferred Equity, does not, in the aggregate, result in a “Loan-to-Value” ratio greater than 65.0%;
(d) Borrower has delivered to Lender true and complete copies of all loan documents (and any so called “Eagle 9” or “UCCPlus” insurance policy) to be executed and delivered in connection with such Mezzanine Loan, and the terms and conditions thereof are commercially reasonable in Lender’s opinion, and following a Securitization, the opinion of the Rating Agencies, including providing for a maturity date that is co-terminus with the Maturity Date;
(e) Borrower has delivered to Lender true and complete copies of the organizational documents for each special purpose, bankruptcy remote entity created to be a borrower under such Mezzanine Loan (each, a “Mezzanine Borrower”), each Mezzanine Borrower and its organizational documents shall demonstrate that such entity is a Single Purpose Entity, and the organizational documents of Borrower and General Partner (and if in existence, a...