Mezzanine C Loan Clause Samples
Mezzanine C Loan. Mezzanine C Lender hereby acknowledges that (i) no Junior Borrower other than the Mezzanine C Borrower will ever have any liability or obligation whatsoever with respect to the Mezzanine C Note or otherwise in connection with the payment of the Mezzanine C Loan; (ii) the Mezzanine C Loan does not constitute or impose, and shall not be deemed or construed as constituting or imposing now or hereafter, a lien or encumbrance upon, or security interest in any portion of the Separate Collateral securing any Junior Loan other than the Mezzanine C Loan; (iii) the Mezzanine C Loan does not grant to Mezzanine C Lender the status as a creditor of any Junior Borrower other than Mezzanine C Borrower; (iv) Mezzanine C Lender shall not assert, claim or raise as a defense, any such lien, encumbrance or security interest in the Separate Collateral securing any Junior Loan other than the Mezzanine C Loan; (v) Mezzanine C Lender shall not assert, claim or raise as a defense any status as a creditor of any Junior Borrower other than Mezzanine C Borrower in any action or proceeding, including any Proceeding commenced by or against Mezzanine C Borrower; and (vi) Mezzanine C Lender shall not assert, pursue, confirm or acquiesce in any way to any recharacterization of the Mezzanine C Loan as having conferred upon Mezzanine C Lender any lien or encumbrance upon, or security interest in, the Separate Collateral securing any Junior Loan other than the Mezzanine C Loan or as having conferred upon Mezzanine C Lender the status of a creditor of any Junior Borrower other than Mezzanine C Borrower.
Mezzanine C Loan. If (i) a Trigger Event described in clause (viii)(B) of the definition of Trigger Event occurs by reason of a payment default under the Mezzanine C Loan, (ii) the borrower under the Mezzanine C Loan tenders a cure of such Event of Default to the holder of the Mezzanine C Loan and such lender accepts such cure and 375 Manager affirmatively demonstrates to Preferred Member’s reasonable satisfaction (e.g., by delivering an email from the applicable loan servicer confirming; it being understood that mere acceptance of a payment shall not be sufficient) that the Mezzanine C Loan is fully in good standing with no right on the part of such lender to thereafter exercise any right or remedy as a result of such Event of Default, (iii) no other Trigger Event then exists and (iv) at such time the Mezzanine C Loan is wholly-owned, directly or indirectly, by Preferred Member, or the holder of the Mezzanine C Loan and the Preferred Member otherwise have the same ultimate owners, then the Trigger Event under clause (viii)(B) of the definition of Trigger Event resulting from such Event of Default shall be deemed waived by Preferred Member, and such Event of Default shall not result in the occurrence of a Permitted Managing Member Change Date or a Permitted PE Marketing Date.