Permanent Financing/Refinancing Clause Samples

Permanent Financing/Refinancing. At or prior to the maturity of the Construction Loan, and subject to the unanimous approval rights of the Members and procedures set forth in Section 5.03 below, CBL shall cause the Company to enter into the Permanent Financing/Refinancing. CBL shall use its reasonable efforts to obtain the Permanent Financing/Refinancing on arm’s length terms that are the most favorable market-rate terms to the Company as reasonably possible from an institutional lender that is not an Affiliate of or Controlled by any Member. CBL, may also cause the Company to enter into one or more subsequent Permanent Financings/Refinancings to replace a then-existing Permanent Financing/Refinancing under the same parameters as set forth herein and subject to the unanimous approval rights and procedures set forth in Section 5.03 below. To the extent the lender of the Permanent Financing/Refinancing shall require personal guarantees for such loan, CBL shall provide such guarantees (or shall provide Affiliate Loan Guarantees), except as otherwise provided in this paragraph. If CBL intends to guarantee or provide an Affiliate Loan Guarantee of any nonrecourse Permanent Financing/Refinancing, CBL will provide to JG an opportunity, exercisable in JG’s sole and absolute discretion within thirty (30) days from the receipt of the notice from CBL, for JG or its Affiliate to provide a guarantee on the same terms as the guarantee to be provided by CBL or its Affiliate (except that JG may elect, in its sole and absolute discretion, to cap JG’s or its Affiliate’s guarantee obligation at an amount determined by JG (the “JG Permanent Financing/Refinancing Guarantee Share”), which may be less than fifty percent (50%) of the Permanent Financing/Refinancing and less than the amount of the Permanent Financing/Refinancing to be guaranteed by CBL and its Affiliate (the “CBL Permanent Financing/Refinancing Guarantee Share”). In the event JG or its Affiliate elects to provide a guarantee, CBL will use its commercially reasonable efforts to cause the lender to accept “several” guarantees from CBL or its Affiliate guaranteeing the CBL Permanent Financing/Refinancing Guarantee Share and JG or its Affiliate guaranteeing the JG Permanent Financing/Refinancing Guarantee Share, but the lender may require “joint and several” guarantees and, in such event, CBL and JG (or their Affiliates) will provide the guarantees on a joint and several basis, but, as between CBL and JG (or their Affiliates), CBL’s and its Affiliate...