Mezzanine Loan. Mezzanine Lender shall have funded Mezzanine Lender’s Percentage of such Future Advance; provided, however, if Mezzanine Lender shall have failed to fund Mezzanine Lender’s Percentage of any Future Advance, and Mezzanine Borrower has satisfied all conditions precedent to such Future Advance under the Mezzanine Loan Agreement, such that Mezzanine Lender has become a “Defaulting Lender” (as defined in the Mezzanine Loan Agreement) (a “Mezzanine Funding Failure”), Borrower shall be permitted to “fund” Mezzanine Lender’s Percentage of any such Future Advance (i.e., Borrower shall provide to Administrative Agent evidence acceptable to Administrative Agent that it has sufficient funds on deposit to be allocated to the Approved Costs which were to be paid by Mezzanine Lender’s Percentage of such Future Advance) provided that (x) no Event of Default is continuing, (y) Mezzanine Borrower is actively pursuing its remedies against such Defaulting Lender (as defined in the Mezzanine Loan Agreement) in accordance with the terms of the Mezzanine Loan Agreement, including, without limitation, Section 7.1 thereof and (z) Borrower delivers to Administrative Agent, for the benefit of Lenders, a Letter of Credit in the face amount of the remaining Future Funding Amount (as defined in the Mezzanine Loan Agreement) or deposits with Administrative Agent cash in the amount of the remaining Future Funding Amount (as defined in the Mezzanine Loan Agreement) (any such collateral, the “Funding Collateral”). If Borrower elects to deliver to Administrative Agent, for the benefit of Lenders, a Letter of Credit pursuant to this subclause, then the Letter of Credit provisions set forth in Schedule VIII shall be applicable. Following any Mezzanine Funding Failure, if each of clause (x), (y) and (z) above has been satisfied by Mezzanine Borrower or Borrower, as applicable, and Borrower has not funded Mezzanine Lender’s Percentage of such Future Advance by the date that is two (2) Business Days after the date Mezzanine Lender was required to fund, then Administrative Agent may draw upon the Funding Collateral in an amount equal to Mezzanine Lender’s Percentage of such Future Advance and shall release the same to Borrower (to be applied by Borrower and/or Mezzanine Borrower in accordance with its Requisition). If Borrower or Mezzanine Lender funds Mezzanine Lender’s Percentage of any Future Advance (to be applied by Borrower and/or Mezzanine Borrower in accordance with its Requisition), so l...
Mezzanine Loan. Without in any way limiting Lender’s other rights under this Agreement or any other Loan Document (including Lender’s rights under Section 9.1 and Section 11.29 hereof), Lender shall have the right (the “Mezzanine Option”) at any time, in its sole and absolute discretion, to divide the Loan into two parts: a mortgage loan (the “Mortgage Loan”) and one or more mezzanine loans (each individually, a “Mezzanine Loan”). In effectuating the foregoing, Lender (in its capacity as the lender under the Mezzanine Loans, “Mezzanine Lender”) will make one or more mezzanine loans to single purpose, bankruptcy remote entities that own, directly or indirectly, all of the legal, beneficial and economic interests in Borrower (each individually, a “Mezzanine Borrower”) in the amount of the related Mezzanine Loan; each Mezzanine Borrower will contribute the amount of its Mezzanine Loan and the proceeds of any junior Mezzanine Loan contributed to such Mezzanine Borrower by its immediately junior Mezzanine Borrower to Borrower (Borrower, in its capacity as the borrower under the Mortgage Loan, “Mortgage Borrower”) or to its immediately senior Mezzanine Borrower, as applicable; and Mortgage Borrower will apply the contribution to pay down the Loan to the amount of the Mortgage Loan. In connection with the Mezzanine Option:
Mezzanine Loan. The existence of any Mezzanine Loan Default and such Mezzanine Loan Default remains uncured within thirty (30) days after occurrence of the same.
Mezzanine Loan. The Mezzanine Loan shall be paid off on the Closing Date.
Mezzanine Loan. Notwithstanding the foregoing, the GDC Members shall be permitted to grant to the lender under the Mezzanine Loan a security interest in their respective Interest.
Mezzanine Loan. Each of the loans which is owned by and has been made by Borrower to the owner of the Equity Interests in a Collateral Borrower, and which is secured by a first priority pledge of the Equity Interests in such Collateral Borrower.
Mezzanine Loan. Mezzanine and other secured or unsecured debt (as and to the extent the same does not constitute a Mortgage hereunder) in which Borrower (or the obligor of such debt) holds a direct or indirect interest in real estate.
Mezzanine Loan. Lender agrees to permit owner(s) of direct or indirect equity interests in Borrower (the "MEZZANINE BORROWER", provided however that in no event shall any entity required hereunder to be a Single Purpose Bankruptcy Remote Entity be a Mezzanine Borrower) to obtain a mezzanine loan (the "MEZZANINE LOAN"), subject to satisfaction of the following conditions (provided that no more than one Mezzanine Loan shall be permitted during the term of the Loan):
Mezzanine Loan. Notwithstanding anything to the contrary contained herein, Mezzanine Borrower shall have the right, from time to time, to obtain mezzanine financing (a "Mezzanine Loan") from a lender (the "Mezzanine Lender") reasonably acceptable to Lender, which Mezzanine Loan shall be secured by a pledge of direct or indirect interests in Borrower. The right of Mezzanine Borrower to obtain a Mezzanine Loan shall be conditioned upon (i) the delivery of a Rating Agency Confirmation, (ii) the execution and delivery of an Intercreditor Agreement (which Lender shall also execute at the time), (iii) the execution and delivery of all documentation reasonably requested by Lender or, if the Loan is the subject of a Securitization, the Rating Agencies (including, without limitation, any amendments to the Loan Documents and reaffirmation of the Recourse Guaranty, if the same are required by the Rating Agencies as a condition to the Rating Agency Confirmation), (iv) the delivery of Opinions of Counsel required by the Rating Agencies, including, without limitation, a Non-Consolidation Opinion with respect to Mezzanine Borrower and other entities required by the Rating Agencies, and (v) no Event of Default shall have occurred and be continuing. Borrower shall pay all of Lender's third party fees, costs and expenses, including, without limitation, reasonable attorneys' fees and costs, actually incurred by Lender in connection with such assumption, such payment to be made within thirty (30) days after invoices therefor (accompanied by such information as may be reasonably requested by Borrower to confirm same) have been delivered to Borrower.
Mezzanine Loan. Notwithstanding the foregoing provisions of this Article 3, Borrower shall not be deemed to have violated any of the foregoing representations by signing the Senior Mezzanine Note, the Junior A Mezzanine Note, the Junior B Mezzanine Note, the Senior Mezzanine Loan Agreement, the Junior A Mezzanine Loan Agreement and the Junior B Mezzanine Loan Agreement in connection with the Senior Mezzanine Loan, the Junior A Mezzanine Loan and the Junior B Mezzanine Loan.
