Permitted Additional Mezzanine Indebtedness Clause Samples

Permitted Additional Mezzanine Indebtedness. Notwithstanding anything the contrary contained in this Agreement, but subject to the rights of Lender to convert a portion of the Loan to a mezzanine loan pursuant to Section 9.1.2 hereof, an Additional Mezzanine Borrower (as defined below) shall have the right to pledge its direct and/or indirect equity interests in Borrower or Mezzanine Borrower, as applicable (but not of any direct interest in the Property, or Borrower, if there is Subordinate Financing in the form of a mezzanine loan) to a Permitted Mezzanine Lender (as defined below) as security for a loan to such Additional Mezzanine Borrower (an “Additional Mezzanine Loan”) provided that the following terms and conditions are satisfied: (a) no Event of Default shall then exist; (b) Lender shall have received at least thirty (30) and no more than sixty (60) days’ prior written notice of the proposed Additional Mezzanine Loan; (c) the Completion of the Improvements shall have occurred and all of the conditions to the Final Advance shall have been satisfied; (d) the aggregate amounts of the outstanding principal amount of the Total Debt (calculated without regard to any scheduled amortization paid under the Building Loan or the Project Loan) and the maximum principal amount of the Additional Mezzanine Loan (as of the effective date of the Additional Mezzanine Loan) shall not exceed eighty-five percent (85%) of the fair market value of the Property as determined by an MAI appraisal performed, at Borrower’s sole cost and expense, by an appraiser approved by Lender acting reasonably and dated, or updated, to a date within 30 days of the effective date of the Additional Mezzanine Loan, made in compliance with FIRREA and reasonably satisfactory to Lenders in all respects; the appraisal value shall be subject to review and confirmation and updating as to valuation by Lender’s internal appraisal staff, whose decision shall be final absent manifest error. (e) the Aggregate Debt Service Coverage Ratio is at least 1.15 to 1.0; (f) Borrower shall not be obligated to repay the Additional Mezzanine Loan nor incur any obligation or liability to the Permitted Mezzanine Lender or any other Person with respect to the Additional Mezzanine Loan, and the terms and conditions of the Additional Mezzanine Loan, the collateral pledged as security therefor, and the documents evidencing the Additional Mezzanine Loan (the “Additional Mezzanine Loan Documents”), shall be reasonably satisfactory to Lender; (g) a new Single-Purpos...