HCP RIDEA Mezzanine Loan Sample Clauses

HCP RIDEA Mezzanine Loan. One (1) day prior to the Closing, a subsidiary of HCP shall make a loan (the “HCP RIDEA Mezz Loan”) to HCP RIDEA P-HoldCo Member in the original principal amount of $628,089,000. The HCP RIDEA Mezz Loan (1) shall bear interest at the HCP RIDEA Mezz Loan Interest Rate, (2) shall have a maturity date that is the seventh (7th) anniversary of the Closing Date, (3) shall require monthly payments of interest only during the term with the principal balance due upon the maturity date, (4) shall be secured by a pledge of the equity interests in the HCP RIDEA Prop-Subs (and/or the equity interests in any holding company owned directly by HCP RIDEA P-HoldCo Member), (5) shall be assumed by RIDEA P-HoldCo at the Closing pursuant to a written agreement among the holder of the HCP RIDEA Mezz Loan, HCP RIDEA P-HoldCo Member and RIDEA P-HoldCo (which agreement is reasonably satisfactory to the Parties), in which HCP RIDEA P-HoldCo Member is released of all of its obligations, and RIDEA P-HoldCo assumes all of the borrower’s obligations, under the HCP RIDEA Mezz Loan (the “HCP RIDEA Mezz Loan Assumption”), (6) shall permit prepayment, subject to prepayment restrictions and penalties customary for fixed rate health care facility mortgage loans and (7) shall be evidenced and governed by a note, pledge agreement, assumption agreement and other appropriate HCP RIDEA Mezz Loan Documents reflecting the provisions of this sentence and otherwise on terms reasonably satisfactory to HCP and Brookdale.
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