Mezzanine Financing. In connection with any Securitization of the Loan, Lender shall have the right at any time to divide the Loan into two or more parts (the “Mezzanine Option”): a mortgage loan (the “Mortgage Loan”) and one or more mezzanine loans (the “Mezzanine Loan(s)”). The principal amount of the Mortgage Loan plus the principal amount of the Mezzanine Loan(s) shall equal the outstanding principal balance of the Loan immediately prior to the creation of the Mortgage Loan and the Mezzanine Loan(s). In effectuating the foregoing, the mezzanine lender will make a loan to the Mezzanine Borrower(s); Mezzanine Borrower(s) will contribute the amount of the Mezzanine Loan(s) to Borrower and Borrower will apply the contribution to pay down the Mortgage Loan. The Mortgage Loan and the Mezzanine Loan(s) will be on the same terms and subject to the same conditions set forth in this Agreement, the Note, the Security Instrument and the other Loan Documents except as follows:
(a) Lender shall have the right to establish different interest rates and debt service payments for the Mortgage Loan(s) and the Mezzanine Loan and to require the payment of the Mortgage Loan and the Mezzanine Loan(s) in such order of priority as may be designated by Lender; provided, that (i) the total loan amounts for the Mortgage Loan and the Mezzanine Loan(s) shall equal the amount of the Loan immediately prior to the creation of the Mortgage Loan and the Mezzanine Loan(s), (ii) the initial weighted average interest rate of the Mortgage Loan and the Mezzanine Loan(s) shall initially on the date created equal the interest rate which was applicable to the Loan immediately prior to creation of the Mortgage Loan and the Mezzanine Loan(s), (iii) the initial debt service payments on the Mortgage Loan note and the Mezzanine Loan note(s) shall initially on the date created equal the debt service payment which was due under the Loan immediately prior to creation of the Mortgage Loan and the Mezzanine Loan(s) and (iv) principal payments shall be applied pro rata prior to the occurrence of an Event of Default. The Mezzanine Loan(s) will be made pursuant to Lender’s standard mezzanine loan documents in form and substance substantially similar to the Loan Documents with such necessary modifications to effect a mezzanine loan. The Mezzanine Loan(s) will be subordinate to the Mortgage Loan and will be governed by the terms of an intercreditor agreement between the holders of the Mortgage Loan and the Mezzanine Loan(s).
(b) ...
Mezzanine Financing. The Company shall issue $80,000,000 principal ------------------- amount of senior notes of the Company for aggregate consideration of $80,000,000 on the terms set forth in the Note Purchase Agreement.
Mezzanine Financing. (A) In addition to, and without limiting the provisions of Section 16 of the Purchase Agreement, the following has been agreed to:
(i) The Mezzanine Loan Documents shall contain a provision that requires the establishment of a debt service reserve ("Debt Service Reserve") to be held by Seller in an interest bearing account. The Mezzanine Borrower shall fund the Debt Service Reserve with a total amount equal to two months of the "Fee" payments due under Section 1 of the Reimbursement Agreement comprising one of the Mezzanine Loan Documents (the "Reimbursement Agreement") which amount shall be funded in two installments as follows, in addition to all other payments due under the Mezzanine Loan Documents: (a) at the Closing, an amount equal to one month's "Fee" payment due under Section 1 of the Reimbursement Agreement and (b) then, on the 6th scheduled payment date under the Mezzanine Loan Documents an amount equal to one month's "Fee" payment due under Section 1 of the Reimbursement Agreement. Provided, however, if there are sale proceeds from the sale of any Individual Property that are held in escrow by Seller under the Mezzanine Loan Documents, then such proceeds (or a portion thereof as needed) shall be used to fund (and put in the account for the Debt Service Reserve) only the second installment to be funded into the Debt Service Reserve, to the extent necessary until the Debt Service Reserve is fully funded and Mezzanine Borrower shall receive a credit against its obligation to fund the Debt Service Reserve by such amount, and in no event shall any portion of the Debt Service Reserve be returned to Mezzanine Borrower until all obligations under the Mezzanine Loan Documents are indefeasibly paid in full. Seller shall have the right to draw upon the Debt Service Reserve if any payment due under the Mezzanine Loan Documents is not paid on its due date, without notice or demand to Mezzanine Borrower, and Mezzanine Borrower shall have the obligation to replenish the Debt Service Reserve with new funds (i.e. no credit shall be given for sale proceeds held in escrow) within five (5) days of demand from Seller. Upon a default under the Mezzanine Loan Documents, Seller can apply the amounts in the Debt Service Reserve to any amounts due and owing under the Mezzanine Loan Documents, as Seller may choose, including, without limitation, expenses of Seller. It shall be a condition precedent of Seller's obligations to close under the Purchase Agreement and shall be...
Mezzanine Financing. In the event that the Borrowers request the Note C Advance as provided for in Section 2.1(B) hereof, and the Note C Holder declines to make such Note C Advance or the Note C holder and the Borrowers cannot mutually agree upon the term and conditions for such Note C Advance, Lender shall permit the Borrowers to obtain mezzanine financing ("Mezzanine Financing") provided, that, all the following terms and conditions are satisfied: (i) no Event of Default shall have occurred and be continuing; (ii) Lender shall have received at least thirty (30) days and no more than ninety (90) days prior written notice; (iii) if the interest rate on the Mezzanine Financing shall be a floating rate, the borrower under such Mezzanine Financing is required to enter into and maintain during the term of the Mezzanine Financing an interest rate cap agreement; (iv) the term of the Mezzanine Financing (including any extension options) shall be co-terminus with the term of the Loan; (v) the borrower of such Mezzanine Financing may not be any of the same Borrowers hereunder; (vi) the Loan to Value Ratio (taking into account the Mezzanine Financing) for the twelve month period commencing on November 1, 2006, as determined by Lender at the time of the funding of such Mezzanine Financing, shall not exceed 75% provided that in no case shall the principal amount of the Mezzanine Financing (including but not limited to all earn-outs or other advances) exceed Seven Million Five Hundred Thousand Dollars ($7,500,000.00); (vii) the Debt Service Coverage Ratio (taking into account the Mezzanine Financing) for the twelve month period commencing on November 1, 2006, as determined by Lender, shall be greater than or equal to 1.25:1.00; (viii) such Mezzanine Financing shall be secured by only a pledge of direct or indirect ownership interest in each of the Borrowers and in any such case such Mezzanine Financing shall not encumber nor result in any lien or charge upon or against the Premises or the Rents; 17 <PAGE>
Mezzanine Financing. If Holdings Stockholder approval is obtained, then the terms of the Operative Documents shall be modified as follows and Holdings shall issue warrants to MRC under the terms set forth below. The parties will execute and deliver documentation to effect the below changes. SENIOR SUBORDINATED NOTES MODIFICATIONS Maturity: 5 years from the Closing Date of the existing Senior Subordinated Notes Purchase and Security Agreement. Coupon: 10.0% per annum payable in cash and 4.0% per annum payable-in-kind Cash interest payable monthly by automatic bank draft in arrears on a 360 day basis and actual days elapsed; PIK accrued annually and added to the principal balance of the Senior Subordinated Notes Fees: No additional fees; provided, that, whether closing occurs or not, all reasonable out-of-pocket expenses, including legal expenses, will be reimbursed.
Mezzanine Financing. As of the Effective Date, no Relevant Party has entered into any Mezzanine Financing Facility.
Mezzanine Financing. Mezzanine Financing shall mean a private sale to Accredited Investors of newly created securities either in the form of common stock, preferred stock, convertible notes, or other securities in which new capital is raised in an amount of Three Million Dollars ($3,000,000) or more.
Mezzanine Financing. Contemporaneous with the execution of this Agreement, the Celerity Group and the Mezzanine Purchasers shall effect a restructuring of the Original Mezzanine Loan Facility as follows: (i)
Mezzanine Financing. The Company shall give written notice of the proposed Mezzanine Financing at least five (5) days prior to the final closing in such Mezzanine Financing. If the Company receives written notice from the Holder of the Holder's election to convert this Note into, or exchange this Note for, Mezzanine Securities within one (1) business day prior to the final closing of the Mezzanine Financing, this Note shall be converted into, or exchanged for, Mezzanine Securities in accordance with this Section 5(b). Upon conversion of this Note into Mezzanine Securities pursuant to this paragraph, the principal amount of this Note and accrued interest thereon shall be discharged in full with the Holder having no recourse to the Company or guarantor.
Mezzanine Financing. The Mezzanine Financing shall be consummated and result in gross proceeds of not less than $36.5 million in cash.
