Common use of New Junior Mezzanine Loan Option Clause in Contracts

New Junior Mezzanine Loan Option. Lender, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, shall have the right, at any time (whether prior to or after any Secondary Market Transaction), to create one junior mezzanine loan (a “New Junior Mezzanine Loan”) (it being agreed that there no more than two mezzanine loans), to establish different interest rates and to reallocate the Outstanding Principal Balance and Monthly Debt Service Payment of the Loan to the Loan and such New Junior Mezzanine Loan and to require the payment of the Loan and the New Junior Mezzanine Loan in such order of priority as may be designated by Lender; provided, that (A) the outstanding principal balance of the Loan and such New Junior Mezzanine Loan immediately after the effective date of the creation of such New Junior Mezzanine Loan equals the Outstanding Principal Balance immediately prior to such modification, (B) the initial weighted average of the interest rates for the Loan and such New Junior Mezzanine Loan in the aggregate immediately after the effective date of the creation of such New Junior Mezzanine Loan equals the interest rate of the original Note in immediately prior to such modification (C) no principal amortization of the Loan or the New Junior Mezzanine Loan shall be required (other than repayment in full on the Maturity Date), (D) there shall be no change to any Stated Maturity Date and (E) Borrower and Guarantors shall not be required to amend any Loan Documents (or enter into new documents with respect to the New Junior Mezzanine Loan) that would otherwise increase the obligations or reduce the rights of Borrower or any Guarantor pursuant to the Loan Documents. Borrower shall cause (at Lender’s expense) the formation of one special purpose, bankruptcy remote entity as required by Lender in order to serve as the borrower under the New Junior Mezzanine Loan (the “New Junior Mezzanine Borrower”) and the applicable organizational documents of Borrower shall be amended and modified as necessary or required in the formation of the New Junior Mezzanine Borrower.

New Junior Mezzanine Loan Option. Lender, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, shall have the right, at any time (whether prior to or after any Secondary Market Transaction), to create one or more junior mezzanine loan loans (each, a “New Junior Mezzanine Loan”) (it being agreed that there no more than two mezzanine loans), to establish different interest rates and to reallocate the Outstanding Principal Balance and Monthly Debt Service Payment of the Loan to the Loan and such New Junior Mezzanine Loan Loan(s) and to require the payment of the Loan and the any New Junior Mezzanine Loan Loan(s) in such order of priority as may be designated by Lender; provided, that (Aa) the outstanding principal balance of the Loan and such New Junior Mezzanine Loan Loan(s) immediately after the effective date of the creation of such New Junior Mezzanine Loan Loan(s) equals the Outstanding Principal Balance immediately prior to such modification, modification and (Bb) the initial weighted average of the interest rates for the Loan and such New Junior Mezzanine Loan in the aggregate Loan(s) immediately after the effective date of the creation of such New Junior Mezzanine Loan Loan(s) equals the interest rate of the original Note in Notes immediately prior to such modification (C) no modification, it being acknowledged that partial prepayments of principal amortization of may cause the Loan or the New Junior Mezzanine Loan shall be required (other than repayment in full on the Maturity Date), (D) there shall be no weighted average interest rate to change to any Stated Maturity Date and (E) Borrower and Guarantors shall not be required to amend any Loan Documents (or enter into new documents with respect over time due to the New Junior Mezzanine Loan) that would otherwise increase the obligations non pro rata allocation of such prepayments between any such separate notes, loans, participations or reduce the rights of Borrower or any Guarantor pursuant to the Loan Documentscomponents. Borrower shall cause (at Lender’s expense) the formation of one or more special purpose, bankruptcy remote entity entities as required by Lender in order to serve as the borrower under the any New Junior Mezzanine Loan (the each, a “New Junior Mezzanine Loan Borrower”) and the applicable organizational documents of Borrower shall be amended and modified as necessary or required in the formation of the any New Junior Mezzanine Loan Borrower.

New Junior Mezzanine Loan Option. Lender, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, shall have the right, at any time (whether prior to or after any Secondary Market Transaction), to create one or more junior mezzanine loan loans (each, a “New Junior Mezzanine Loan”) (it being agreed that there no more than two mezzanine loans), to (i) establish different interest rates and to reallocate the Outstanding Principal Balance and Monthly Debt Service Payment Amount of the Loan to the Loan and such New Junior Mezzanine Loan Loan(s), and to (ii) require the payment of the Loan and the any New Junior Mezzanine Loan Loan(s) in such order of priority as may be designated by Lender; provided, that (A) the outstanding principal balance of the Loan and such New Junior Mezzanine Loan immediately Loan(s) after the effective date of the creation of such New Junior Mezzanine Loan Loan(s) equals the Outstanding Principal Balance immediately prior to such modification, (B) the initial weighted average of the interest rates for the Loan and such New Junior Mezzanine Loan in the aggregate immediately Loan(s) after the effective date of the creation of such New Junior Mezzanine Loan Loan(s) equals the weighted average interest rate of the original Note in immediately prior to such modification (C) no principal amortization except as the result of the application of Net Proceeds, the application of a partial prepayment in accordance with this Agreement or during the occurrence of an Event of Default). Payments (except as the result of the application of Net Proceeds, the application of a partial prepayment in accordance with this Agreement or during the occurrence of an Event of Default) shall be applied pro-rata between the Loan or the and each New Junior Mezzanine Loan shall be required (other than repayment in full based on applicable outstanding principal balance and interests rate of the Maturity Date), (D) there shall be no change to any Stated Maturity Date Loan and (E) Borrower and Guarantors shall not be required to amend any Loan Documents (or enter into new documents with respect to the each New Junior Mezzanine Loan) that would otherwise increase the obligations or reduce the rights of Borrower or any Guarantor pursuant to the Loan Documents). Borrower shall cause (at Lender’s expense) the formation of one or more special purpose, bankruptcy remote entity entities as required by Lender in order to serve as the borrower under the any New Junior Mezzanine Loan (the each, a “New Junior Mezzanine Loan Borrower”) and the applicable organizational documents 82 Mezzanine Loan Agreement of Borrower shall be amended and modified as necessary or required in the formation of the any New Junior Mezzanine Loan Borrower.

New Junior Mezzanine Loan Option. Lender, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, shall have the right, at any time (whether prior to or after any Secondary Market Transaction), to create one or more junior mezzanine loan loans (each, a “New Junior Mezzanine Loan”) (it being agreed that there no more than two mezzanine loans), to establish different interest rates and to reallocate the Outstanding Principal Balance and Monthly Debt Service Payment Amount of the Loan to the Loan and such New Junior Mezzanine Loan Loan(s) and to require the payment of the Loan and the any New Junior Mezzanine Loan Loan(s) in such order of priority as may be designated by Lender; provided, that (A) the outstanding principal balance of the Loan and such New Junior Mezzanine Loan Loan(s) immediately after the effective date of the creation of such New Junior Mezzanine Loan Loan(s) equals the Outstanding Principal Balance immediately prior to such modification, (B) modification and the initial weighted average of the interest rates for the Loan and such New Junior Mezzanine Loan in the aggregate Loan(s) immediately after the effective date of the creation of such New Junior Mezzanine Loan Loan(s) equals the interest rate of the original Note in immediately prior to such modification (C) no principal amortization of the Loan or the New Junior Mezzanine Loan shall be required (other than repayment in full on the Maturity Date), (D) there shall be no change to any Stated Maturity Date and (E) Borrower and Guarantors shall not be required to amend any Loan Documents (or enter into new documents with respect to the New Junior Mezzanine Loan) that would otherwise increase the obligations or reduce the rights of Borrower or any Guarantor pursuant to the Loan Documentsmodification. Borrower shall cause (at Lender’s expense) the formation of one or more special purpose, bankruptcy remote entity entities as required by Lender in order to serve as the borrower under the any New Junior Mezzanine Loan (the each, a “New Junior Mezzanine Loan Borrower”) and the applicable applicable‌ organizational documents of Borrower shall be amended and modified as necessary or required in the formation of the any New Junior Mezzanine Loan Borrower.

New Junior Mezzanine Loan Option. Lender, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, shall have the right, at any time (whether prior to or after any Secondary Market Transaction), to create one or more junior mezzanine loan loans (each, a “New Junior Mezzanine Loan”) (it being agreed that there no more than two mezzanine loans), to establish different interest rates and to reallocate the Outstanding Principal Balance and Monthly Debt Service Payment of the Loan to the Loan and such New Junior Mezzanine Loan Loan(s) and to require the payment of the Loan and the any New Junior Mezzanine Loan Loan(s) in such order of priority as may be designated by LenderLender (including in priority senior to the Approved Mezzanine Loan, with corresponding adjustments to each reference to the Approved Mezzanine Loan to include the New Junior Mezzanine Loan(s) and any payments or prepayments of principal and interest thereon prior to the Approved Mezzanine Loan); provided, that (A) the outstanding principal balance of the Loan Mezzanine Loan Agreement and such New Junior Mezzanine Loan Loan(s) immediately after the effective date of the creation of such New Junior Mezzanine Loan Loan(s) equals the Outstanding Principal Balance immediately prior to such modification, (B) the initial weighted average of the interest rates for the Loan and such New Junior Mezzanine Loan Loan(s) in the aggregate immediately after the effective date of the creation of such New Junior Mezzanine Loan Loan(s) equals the interest rate of the original Note in immediately prior to such modification (C) no principal amortization of the Loan or the Loan, any New Junior Mezzanine Loan(s) or Approved Mezzanine Loan shall be required (other than repayment in full on the Maturity Date), (D) there shall be no change to any Stated Maturity Date and (E) Borrower and Guarantors shall not be required to amend any Loan Documents (or enter into new documents with respect to the New Junior Mezzanine Loan) that would otherwise increase the obligations or reduce the rights of Borrower or any Guarantor pursuant to the Loan Documents. Borrower shall cause (at Lender’s expense) the formation of one or more special purpose, bankruptcy remote entity entities as required by Lender in order to serve as the borrower under the any New Junior Mezzanine Loan (the each, a “New Junior Mezzanine Borrower”) and the applicable organizational documents of Borrower shall be amended and modified as necessary or required in the formation of the any New Junior Mezzanine Borrower.

New Junior Mezzanine Loan Option. Lender, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, shall have the right, at any time (whether prior to or after any Secondary Market Transaction), to create one or more junior mezzanine loan loans (each, a “New Junior Mezzanine Loan”) (it being agreed that there no more than two mezzanine loans), to establish different interest rates and to reallocate the Outstanding Principal Balance and Monthly Debt Service Payment of the Loan to the Loan and such New Junior Mezzanine Loan Loan(s) and to require the payment of the Loan and the any New Junior Mezzanine Loan Loan(s) in such order of priority as may be designated by LenderLender (including in priority senior to the Approved Mezzanine Loan, with corresponding adjustments to each reference to the Approved Mezzanine Loan to include the New Junior Mezzanine Loan(s) and any payments or prepayments of principal and interest thereon prior to the Approved Mezzanine Loan); provided, that (A) the outstanding principal balance of the Loan and such New Junior Mezzanine Loan Loan(s) immediately after the effective date of the creation of such New Junior Mezzanine Loan Loan(s) equals the Outstanding Principal Balance immediately prior to such modification, (B) the initial weighted average of the interest rates for the Loan and such New Junior Mezzanine Loan Loan(s) in the aggregate immediately after the effective date of the creation of such New Junior Mezzanine Loan Loan(s) equals the interest rate of the original Note in immediately prior to such modification (C) no principal amortization of the Loan or the Loan, any New Junior Mezzanine Loan(s) or Approved Mezzanine Loan shall be required (other than repayment in full on the Maturity Date), (D) there shall be no change to any Stated Maturity Date and (E) Borrower and Guarantors shall not be required to amend any Loan Documents (or enter into new documents with respect to the New Junior Mezzanine Loan) that would otherwise increase the obligations or reduce the rights of Borrower or any Guarantor pursuant to the Loan Documents. Borrower shall cause (at Lender’s expense) the formation of one or more special purpose, bankruptcy remote entity entities as required by Lender in order to serve as the borrower under the any New Junior Mezzanine Loan (the each, a “New Junior Mezzanine Borrower”) and the applicable organizational documents of Borrower shall be amended and modified as necessary or required in the formation of the any New Junior Mezzanine Borrower.