Permanent Financing. (a) Holdings will, and will cause its Subsidiaries to, take all actions which, in the reasonable judgment of DLJSC, are necessary or desirable to obtain Permanent Financing as soon as practicable through (x) bank financing on terms usual and customary for similar financings and/or (y) through issuance of securities at such interest rates and other terms as are, in the reasonable opinion of DLJSC, prevailing for new issues of securities of comparable size and credit rating in the capital markets at the time such Permanent Financing is consummated and obtained in comparable transactions made on an arm's-length basis between unaffiliated parties; provided that, if in the reasonable judgment of DLJSC, equity securities of Holdings need to be provided for the consummation of Permanent Financing on the terms set forth above, the terms of the Permanent Financing shall provide for the issuance of such equity securities (which may include warrants to purchase such equity securities). The respective amounts to be financed through bank financing or through the issuance of securities shall be as determined by the Company, but shall be in an amount at least sufficient to repay or redeem the Notes in full in accordance with their terms. The Company hereby covenants and agrees that the proceeds from the Permanent Financing shall be used to the extent required to redeem in full the Notes in accordance with their terms.
(b) Holdings covenants that it will, and will cause its Subsidiaries to, enter into such agreements as in the reasonable judgment of DLJSC are customary in connection with the Permanent Financing, make such filings under the Securities Act, the Exchange Act, the Trust Indenture Act of 1939, as amended, and state securities laws as in the reasonable judgment of DLJSC shall be required to permit consummation of the Permanent Financing and take such steps as in the reasonable judgment of DLJSC are necessary or desirable to cause such filings to become effective or in the reasonable judgment of DLJSC are otherwise required to consummate the Permanent Financing.
Permanent Financing. (NO. 2) ) PLC acting by its attorney ) in the presence of ) Witness's Signature: ................... Name: ................... Address: ................... THIRD ISSUER
Permanent Financing. The Mortgage Loan was not originated for the purpose of financing the construction of uncompleted improvements on the related Mortgaged Property.
Permanent Financing. The financing to (i) acquire Properties and to make Loans or other Permitted Investments; (ii) pay of any Acquisition Fees arising from any Permanent Financing; and (iii) refinance outstanding amounts on the Line of Credit. Permanent financing may be in addition to any borrowing under the Line of Credit.
Permanent Financing. UNTIL THE DISCHARGE OF THE NOTE LIABILITIES, EACH LOAN PARTY WILL TAKE ALL ACTIONS REQUIRED OF IT, OR CONTEMPLATED TO BE TAKEN BY IT, UNDER THE ENGAGEMENT LETTERS.
Permanent Financing. Borrower shall at all times until the Debt is paid in full use commercially reasonable efforts to obtain permanent financing on a non-recourse basis (other than customary carve-outs to non-recourse provisions then generally being required by institutional permanent mortgage lenders) in the amount required to repay the First Mortgage and the Debt secured by this Mortgage (“Permanent Financing”). Upon request by Lender from time to time, Borrower will report the status of its efforts and the measures taken to obtain the Permanent Financing, recognizing that if the financing markets are in turmoil so that it is futile to attempt to obtain a commitment for the Permanent Financing, it shall be commercially reasonable for Borrower during such period that the financing markets are in turmoil to curtail its efforts including the tenacity and frequency with which it contacts lenders or solicits proposals for commitments from such lenders for the Permanent Financing.
Permanent Financing. Borrower agrees that in the event the Collateral Pool Property is released and either Borrower or purchaser does intend to use a Securitized Loan for the refinancing or acquisition financing, as applicable, then in such event, Borrower will assist in providing to Lender information as reasonably necessary for Lender to provide a quote for such permanent financing. If the material terms of the Securitized Loan are equal to or better than the terms being offered by another lender, Lender shall be entitled to refinance or acquisition finance, as applicable, the Collateral Pool Property. Notwithstanding anything in this Section 10.15 to the contrary, the portion of the Sponsor Borrower Loan owed by Borrower has been provided to the Borrower with the expectation that the Collateral Pool Property will either be refinanced or acquisition financed with a Securitized Loan.
Permanent Financing. (a) The Borrower hereby agrees that, upon receipt of written notice by the Arranger (a "Securities Demand"), at any time and from time to time on or after the Funding Date with respect to an offering and sale of the Refinancing Securities for the purposes of refinancing the Loans and any Floating Rate Exchange Securities (in whole or in part) (the "Securities Demand Offering"), the Borrower shall take the actions described in clause (c) below and such other actions reasonably deemed necessary by the Arranger to issue the Refinancing Securities contemplated by each such Securities Demand. Each Securities Demand shall set forth (i) the principal amount of the Refinancing Securities and (ii) the other terms of the Refinancing Securities, including interest rate, yield, maturity, security, covenants, change of control provisions and redemption dates and prices, in accordance with clause (b) below. Notwithstanding any other provision of this Agreement, it is expressly agreed and acknowledged that (i) the issuance of Refinancing Securities shall operate as a novation of the Indebtedness represented by the Loans and any Floating Rate Exchange Securities refinanced thereby, (ii) no Indebtedness represented by any Refinancing Securities shall be deemed to be an extension or continuation of any Loan and any Floating Rate Exchange Securities, and (iii) the Indebtedness represented by such refinanced Loans and any Floating Rate Exchange Securities shall be novated, settled and extinguished by the new Indebtedness represented by such Refinancing Securities.
(b) The Refinancing Securities shall be issued on the following terms:
(i) the Refinancing Securities shall be issued by the Borrower (or such Subsidiary of the Borrower as the Arranger shall specify) through a registered public offering, a private placement for resale pursuant to Rule 144A or a Regulation S offering under the Securities Act and/or a private placement under exemptions from the prospectus requirement, as determined by the Arranger in its discretion after consultation with the Borrower;
(ii) the Refinancing Securities shall have a maturity date which is not earlier than the date which is one year after the scheduled final maturity of the Senior Secured Credit Facilities;
(iii) the Refinancing Securities shall have such terms, including registration rights (in the event of a private placement under Rule 144A offering or Regulation S offering of the Refinancing Securities), covenants, events of default,...
Permanent Financing. (a) The Company will, and will cause its Subsidiaries to, use its best efforts to take all actions which, in the reasonable judgment of the Purchaser, are necessary or desirable to obtain Permanent Financing (having terms and conditions that have been approved as required pursuant to the Senior Credit Facilities) as soon as practicable through (x) bank financing on terms usual and customary for similar financings and/or (y) through issuance of securities at such interest rates and other terms as are, in the reasonable opinion of the Purchaser, prevailing for new issues of securities of comparable size and credit rating in the capital markets at the time such Permanent Financing is consummated and obtained in comparable transactions made on an arm's-length basis between unaffiliated parties. The respective amounts to be financed through bank financing or through the issuance of securities shall be as determined by the Company, but shall be in an amount at least sufficient to repay or redeem the Notes in full in accordance with their terms. The Company hereby covenants and agrees that the proceeds from such Permanent Financing shall be used to the extent required to redeem in full the Notes in accordance with their terms.
(b) The Company covenants that it will, and will cause its Subsidiaries to, use its best efforts to enter into such agreements as in the judgment of the Purchaser are customary in connection with the Permanent Financing (having terms and conditions that have been approved as required pursuant to the Senior Credit Facilities), make such filings under the Securities Act, the Exchange Act, the Trust Indenture Act of 1939, as amended, and state securities laws as in the reasonable judgment of the Purchaser shall be required to permit consummation of such Permanent Financing and take such steps as in the judgment of the Purchaser are necessary or desirable to cause such filings to become effective or in the judgment of the Purchaser are otherwise required to consummate such Permanent Financing.
Permanent Financing. (a) The Company will, and will cause each Credit Party to, take all the actions which, in the reasonable judgment of DLJSC, are necessary or desirable to obtain Permanent Financing as soon as practicable through issuance of securities at such interest rates and other terms as are, in the reasonable opinion of DLJSC, prevailing for new issues of securities of comparable size and credit rating in the capital markets at the time such Permanent Financing is consummated and obtained in comparable transactions made on an arm's length basis between unaffiliated parties. The amount to be financed shall be in an amount at least sufficient to repay or redeem the Notes in full in accordance with their terms. The Company hereby covenants and agrees that the proceeds from the Permanent Financing shall be used to the extent required to redeem in full the Notes in accordance with their terms.
(b) The Company covenants that it will, and will cause each Credit Party to, enter into such agreements as in the judgment of DLJSC are customary in connection with the Permanent Financing, make such filings under the Securities Act, the Exchange Act, the Trust Indenture Act of 1939, as amended, and state securities laws as in the reasonable judgment of DLJSC shall be required to permit consummation of the Permanent Financing and take such steps as in the judgment of DLJSC are necessary or desirable to cause such filings to become effective or in the judgment of DLJSC are otherwise required to consummate the Permanent Financing.
