Permitted Mezzanine Financing Sample Clauses

Permitted Mezzanine Financing. (a) Notwithstanding anything herein to the contrary, provided that (i) no Default or Event of Default has occurred and is continuing, (ii) the Debt Service Coverage Ratio for the twelve (12) month period trailing the date of determination is at least 1.5:1, and (iii) the principal amount of the Loan as of the date of determination does not exceed seventy percent (70%) of the aggregate fair market value of the Property as reasonably determined by Lender based upon an Appraisal, obtained at Borrower’s sole cost and expense, dated not more than sixty (60) days prior to the date of determination, Borrower may, at Borrower’s sole cost and expense, elect on a one-time basis to obtain a mezzanine loan (a “Mezzanine Loan”) from a lender or lenders (any such party or parties, collectively, the “Mezzanine Lender”), which Mezzanine Loan may be secured by a pledge of Mezzanine Borrower’s (hereinafter defined) direct equity interests in Borrower or in any SPE Equity Owner; provided, further, that Borrower shall be permitted hereunder to obtain a Mezzanine Loan only upon satisfaction of the following additional terms and conditions: (i) Lender shall have received at least sixty (60) and no more than ninety (90) days’ prior written notice of the proposed Mezzanine Loan; (ii) the aggregate unpaid principal amounts of the Loan and the Mezzanine Loan immediately after the effective date of the Mezzanine Loan shall not exceed seventy five percent (75%) of the aggregate fair market value of the Property as reasonably determined by Lender based upon an Appraisal, obtained at Borrower’s sole cost and expense, dated not more than sixty (60) days prior to the date of determination; (iii) the Combined Debt Service Coverage Ratio for the period from the effective date of the Mezzanine Loan through the Maturity Date, as reasonably determined by Lender, is at least 1.4:1.00 based upon the assumption that Adjusted Net Cash Flow for such period will be consistent with Adjusted Net Cash Flow for the twelve (12) month period trailing the effective date of the Mezzanine Loan; (iv) the term of the Mezzanine Loan (including any extension terms) shall be co-terminus with the term of the Loan; (v) Borrower shall have created and inserted into Borrower’s organizational structure a new Single-Purpose Entity (the “Mezzanine Borrower”) which will be wholly-owned by the equity owners of Borrower, and the sole asset of which will be all of the direct and indirect equity interests in Borrower and/or...

Permitted Mezzanine Financing. Following repayment of the B Note Borrower shall have the right to permit pledges and transfers of equity interests in Borrower in connection with Permitted Mezzanine Financing used by the partners of the Borrower in accordance with the provisions of Schedule VI attached hereto and incorporated herein. If the Person providing the Permitted Mezzanine Financing is an unrelated third party, then Lender agrees to execute and deliver to such Person an intercreditor agreement substantially in the form of the Intercreditor Agreement supplementing Schedule VI attached hereto. If Permitted Mezzanine Financing is provided by an Affiliate of Borrower, Lender shall not be required to execute and deliver the form of Intercreditor Agreement attached hereto but instead Borrower shall provide a subordination and stand still agreement in form and substance acceptable to Lender.

Permitted Mezzanine Financing. Notwithstanding anything to contrary contained in this Loan Agreement, provided no Event of Default has occurred and is continuing and upon not less than thirty (30) days’ prior written notice to Lender, the owner(s) (collectively, the “Permitted Mezzanine Borrowers”) of (i) the direct or indirect limited partnership interests in Borrower, (ii) the direct or indirect limited liability company interests in Ashford Chicago O’Hxxx XX, LLC, the general partner of Borrower, and/or (iii) the limited liability company interests in Operating Tenant, shall be permitted to obtain one or more mezzanine loans (the “Permitted Mezzanine Loans”) provided the following conditions and requirements are satisfied: (a) one or more Qualified Transferees (collectively the “Permitted Mezzanine Lenders”) originate each Permitted Mezzanine Loan and one or more Qualified Transferees at all times holds and owns the Permitted Mezzanine Loans; (b) the collateral for the Permitted Mezzanine Loans shall include (i) only pledges of (A) the direct or indirect limited partnership interests in Borrower, (B) the direct or indirect limited liability company interests in Ashford Chicago O’Hxxx XX, LLC, the general partner of Borrower, and/or (C) the limited liability company interests in Operating Tenant, and

Permitted Mezzanine Financing. Notwithstanding anything to the contrary in Section 2.16(d) of the Mortgage, but in all respects subject to the other terms, conditions and restrictions set forth in the Mortgage (including, without limitation, Section 2.16(c)), Lender hereby consents to the following pledges (the "Pledges", collectively with all of the other documents evidencing and securing the loan secured by the Pledges, the "Pledge Documents"): (a) the pledge by Bluerock to Key Bank National Association (“Key Bank”) as additional collateral under the Revolving Credit Agreement dated May 10, 2011, as amended (the “Key Bank Line”) between Bluerock, Bluerock Special Opportunity + Income Fund II, LLC (“SOIF II”), Bluerock Special Opportunity + Income Fund, III, LLC (“SOIF III”) and BR Chapel Hill LLC of its right, title and interest in the BR Member (provided such pledge is expressly limited to the economic rights held by Bluerock in BR Member and does not constitute a grant of a security interest in any of Bluerock’s other rights, title or interest in the membership interests held by Bluerock in BR Member, including, without limitation, the right to exercise any voting or current rights of Bluerock in BR Member and the right to become a substitute member in BR Member (collectively, the “Excluded Rights”)) and (b) the pledges by (x) BEMT MDA, LLC to SOIF III (the “BEMT Pledge”) of all of its interest, dividends, cash, checks, instruments and other distributions whether in cash, property, obligations or any other form payable under or received, receivable or otherwise distributed in respect of its membership interest in BR Member (but expressly excluding any membership interest in BR Member itself and any shares of stock, membership interests in or other securities in BR Member) as security for the draw by Bluerock Enhanced Multifamily Trust, Inc. (“REIT”) under that certain Line of Credit and Security Agreement dated October 2, 2012 between REIT, as borrower, and SOIF II and SOIF III, as lenders, for purposes of funding the BEMT MDA, LLC’s acquisition of its interest in BR Member and (y) SOIF III to Key Bank of its right, title and interest in the BEMT Pledge as additional collateral under the Key Bank Line; provided, however, that the pledged interests with respect to each Pledge shall be an economic interest only and in no event shall the pledgee thereof have any right to foreclose upon or otherwise acquire any ownership interest in any Affiliate of Borrower or Bluerock. Nothing contain...

Permitted Mezzanine Financing. (a) Notwithstanding anything to contrary contained in Article 10, Mezzanine Borrower shall be permitted to pledge direct or indirect interests in Borrower in connection with the Mezzanine Loan pursuant to the Mezzanine Loan Documents.

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Pre-financing Pre-financing is intended to provide the beneficiary with a float. Where required by the provisions of Article I.4 on pre-financing, the beneficiary shall furnish a financial guarantee from a bank or an approved financial institution established in one of the Member States of the European Union. The guarantor shall stand as first call guarantor and shall not require the Commission to have recourse against the principal debtor (the beneficiary). The financial guarantee shall remain in force until final payments by the Commission match the proportion of the total grant accounted for by pre-financing. The Commission undertakes to release the guarantee within 30 days following that date.
Project Financing DZS poskytne příspěvek na financování nákladů na projekt, přičemž maximální výše grantu činí XXXXXXX CZK (XXXXXXX EUR). Grant určený na realizaci projektu pokrývá 100 % způsobilých výdajů. Bližší specifikace rozpočtu a jeho členění jsou ukotveny v Příloze I.
Refinancing Facilities (a) On one or more occasions after the Effective Date, the Borrower may obtain, from any Lender or any other bank, financial institution or other institutional lender or investor that agrees to provide any portion of Refinancing Term Loans pursuant to a Refinancing Amendment in accordance with this Section 2.22 (each, an “Additional Refinancing Lender”) (provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender’s or Additional Refinancing Lender’s making such Refinancing Term Loans to the extent such consent, if any, would be required under Section 9.04(b) for, and to the extent that such Additional Refinancing Lender is a Purchasing Borrower Party or an Affiliated Lender, the requirements of Section 9.04(g) and 9.04(f), respectively, shall be satisfied as if such Refinancing Term Loan were, an assignment of Term Loans to such Lender or Additional Refinancing Lender), Credit Agreement Refinancing Indebtedness in respect of all or any portion of Term Loans then outstanding under this Agreement, in the form of Refinancing Term Loans or Refinancing Term Commitments pursuant to a Refinancing Amendment; provided that no Lender is obligated hereunder to provide such Credit Agreement Refinancing Indebtedness. (b) The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Effective Date other than changes to such legal opinion resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Credit Agreement Refinancing Indebtedness is provided with the benefit of the applicable Loan Documents. (c) Each issuance of Credit Agreement Refinancing Indebtedness under Section 2.22(a) shall be in an aggregate principal amount that is (x) not less than $50,000,000 and (y) an integral multiple of $10,000,000 in excess thereof. (d) Each of the parties hereto hereby agrees that this Agreement and the other Loan Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders, to the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.22, including any amendments necessary to treat the applicable Loans and/or Commitments established under the Refinancing Amendment as a new Class of Loans and/or Commitments hereunder, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Refinancing Amendment. (e) This Section 2.22 shall supersede any provisions in Section 2.17 or Section 9.02 to the contrary solely to the extent provided in this Section 2.22.
Refinancing Substantially concurrently with the Borrowing of 2015 Term Loans hereunder, the Refinancing shall be consummated in full to the satisfaction of the Lenders with all Liens in favor of the existing lenders being unconditionally released; the Administrative Agent shall have received a “pay-off” letter in form and substance reasonably satisfactory to the Administrative Agent with respect to all Indebtedness being refinanced in the Refinancing; and the Administrative Agent shall have received from any person holding any Lien securing any such Indebtedness, such UCC (or equivalent) termination statements, mortgage releases, releases of assignments of leases and rents, releases of security interests in Intellectual Property and other instruments, in each case in proper form for recording or filing, as the Administrative Agent shall have reasonably requested to release and terminate of record the Liens securing such Indebtedness. After giving effect to the Transactions, Irish Holdco and its Subsidiaries (including, without limitation, the Target and its Subsidiaries) shall have no outstanding preferred equity (unless owned by a direct parent thereof which is a Loan Party) or Indebtedness for borrowed money, except for Indebtedness incurred pursuant to (i) the Loan Documents, (ii) indebtedness expressly permitted to remain outstanding after the Closing Date pursuant to the Acquisition Agreement (as in effect on the date thereof), (iii) the Existing Notes, (iv) the Horizon Convertible Notes, (iv) working capital leases, capital leases and Indebtedness incurred in the ordinary course, (v) intercompany debt among Irish Holdco and its Subsidiaries, (vi) the New Horizon Unsecured Notes and (vii) such other existing indebtedness identified to, and expressly permitted to remain outstanding after the Closing Date by, the Lead Arrangers as “surviving debt” prior to the date hereof.
Permitted Debt Create, incur, guarantee or suffer to exist any Debt, except the following (collectively, "Permitted Debt"): (a) the Obligations; (b) Subordinated Debt, together with unsecured Debt permitted under Section 10.2.1(i), up to $10,000,000 in the aggregate at any time; (c) Permitted Purchase Money Debt; (d) existing Borrowed Money not satisfied with the initial Loan proceeds and set forth on Schedule 10.2.1; (e) [Reserved]; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by an Obligor or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $2,500,000 in the aggregate at any time; (g) Permitted Contingent Obligations; (h) Refinancing Debt as long as each Refinancing Condition is satisfied; (i) unsecured Debt, together with Subordinated Debt permitted under Section 10.2.1(b), up to $10,000,000 in the aggregate at any time; (j) intercompany Debt permitted under Section 10.2.5(a); (k) Debt of any Excluded Subsidiary, in an aggregate outstanding amount, for all Excluded Subsidiaries, not to exceed $5,000,000 at any time; (l) Revolving Loan Obligations (including those arising from Bank Products) long as such Revolving Loan Obligations do not exceed the Maximum ABL Principal Obligations (as defined in the Intercreditor Agreement); (m) Debt under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers' compensation claims, in each case incurred in the Ordinary Course of Business, and unsecured reimbursement obligations in respect of any of the foregoing; (n) to the extent constituting Debt, unsecured obligations in respect of purchase price adjustments, earn-outs, non-competition agreements, and other similar arrangements, or other deferred payments of a similar nature, representing consideration for a Permitted Acquisition and incurred in connection with any Permitted Acquisition, not to exceed $500,000 in the aggregate, so long as such unsecured Debt is on terms and conditions reasonably satisfactory to Agent; (o) customer advances or deposits received for goods and services purchased in the Ordinary Course of Business; (p) Indebtedness representing installment insurance premiums (for insurance not to exceed 1 year) owing in the Ordinary Course of Business; and (q) Other Debt up to $1,000,000 in the aggregate at any time.
Bank Financing The Buyer’s ability to purchase the Property is contingent upon the Buyer’s ability to obtain financing under the following conditions: (check one) ☐ - Conventional Loan ☐ - FHA Loan (Attach Required Addendums) ☐ - VA Loan (Attach Required Addendums) ☐ - Other:
Refinancing Debt Borrowed Money that is the result of an extension, renewal or refinancing of Debt permitted under Section 10.2.1(b), (d) or (f).
Additional Financing 2.15.1 In the event that the PIPE Closing does not occur prior to or concurrently with the Closing as a result of the failure of any of the conditions to the PIPE Closing under the Stock Purchase Agreement to have been satisfied or waived or because the Stock Purchase Agreement has been terminated, ECP shall be required to provide $150 million to DYN or the Buyer, as applicable, through one of the following options (provided that if (x) the First Buyout Condition fails to occur (other than in the circumstances described in clause (z) below), ECP can elect either option in its sole discretion, (y) the First Buyout Condition occurs, only the provisions of clause (i) below shall apply and (z) in the event that the First Buyout Condition fails to occur and the PIPE Closing has not occurred or does not occur as a result of the failure of the condition set forth in Section 2.04(g) of the Stock Purchase Agreement, only the provisions of clause (ii) below shall apply): (i) ECP and DYN shall enter into a loan agreement, the specific terms of which shall include the ability of DYN to repay all or a portion of the loan at any time without penalty and shall otherwise be agreed by ECP and DYN, acting reasonably and in good faith, prior to the Closing, pursuant to which ECP shall loan DYN $150 million (the “ECP Loan”), which DYN shall use to fund the Buyer Subsidiary’s obligations under the Purchase Agreement or (ii) (a) ECP’s Commitment shall be increased by $150 million and DYN’s Commitment shall be decreased by $150 million, (b) each Sponsor’s Commitment Percentage shall be increased or decreased, as the case may be, in accordance with the $150 million increase or decrease contemplated by the foregoing clause (a), and (c) ECP shall be required to contribute such additional $150 million to the Buyer at the Closing, subject to the satisfaction or waiver of the conditions set forth in the ECP Equity Commitment Letter; provided that, in each case in the foregoing clauses (i) and (ii), each of DYN and Terawatt shall continue to comply with its obligations set forth in the Stock Purchase Agreement (including effecting the PIPE Closing, subject to the satisfaction or waiver of the conditions set forth in the Stock Purchase Agreement), and provided further that if any of the conditions to the PIPE Closing under the Stock Purchase Agreement are not satisfied or the Stock Purchase Agreement is terminated, in either case due to a material breach of, or material default under, the Stock Purchase Agreement by DYN, ECP shall not be required to provide the ECP Loan, ECP’s Commitment shall not be increased pursuant to clause (ii)(a) above and ECP shall not be required to contribute the additional $150 million to the Buyer at the Closing pursuant to clause (ii)(c) above, unless ECP elects, in its sole discretion, to either provide the ECP Loan or contribute such additional $150 million to the Buyer. For the avoidance of doubt, in the event that ECP contributes an additional $150 million to the Buyer pursuant to this Section 2.15.1, such contribution shall not constitute a Bridge Portion and shall instead be deemed an equity contribution by ECP to the Buyer under the ECP Equity Commitment Letter. 2.15.2 In the event that the PIPE Closing occurs after the actions contemplated in clauses (i) or (ii) of Section 2.15.1 have occurred, the Sponsors hereby agree that (a) ECP shall be deemed to have paid $150 million of DYN’s Commitment on DYN’s behalf, (b) such payment by ECP on DYN’s behalf shall be offset against, and shall be treated as satisfying, Terawatt’s obligation to pay the Purchase Price (as defined in the Stock Purchase Agreement) at the PIPE Closing, (c) in the case of clause (i) of Section 2.15.1, $150 million of the outstanding principal of the ECP Loan shall have been deemed repaid but any accrued and unpaid interest thereon shall be paid to ECP in full by DYN, and (d) in the case of clause (ii) of Section 2.15.1, for purposes of determining the ownership of Units (as defined in the LLC Agreement Form) and the Capital Contributions (as defined in the LLC Agreement Form) of each Sponsor, the actions set forth in clauses (ii)(a) and (ii)(b) of Section 2.15.1 shall be deemed to have not occurred and DYN shall be deemed to have funded DYN’s Commitment as contemplated as of the date hereof (for the avoidance of doubt, at the price per Unit paid by the Sponsors at the Closing).
Bridge Financing The Company shall use its reasonable best efforts to take, or cause to be taken, all actions and do or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to obtain no later than October 30, 2004 a commitment letter (the “Bridge Financing Commitment Letter”) expiring no earlier than January 30, 2005, from a reputable financial institution in substantially the same form and substance as Exhibit F attached hereto, to provide financing on terms and conditions no less favorable than those described on Exhibit F attached hereto.
Other Financing Notwithstanding anything in this Agreement to the contrary, the Issuer and the Company may hereafter enter into agreements to provide for the financing or refinancing of costs of the Project or any portion thereof.

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