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:
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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.
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Permitted Mezzanine Financing. For the avoidance of doubt and notwithstanding the restrictions contained in Section 6.2 hereof and Article 5 of the Security Instrument, a constituent party or parties (direct or indirect) of Borrower (other than any SPE Component Entity) (collectively, the “Permitted Mezzanine Borrower”) shall be permitted to incur on a one-time basis mezzanine financing secured by a pledge of Permitted Mezzanine Borrower’s direct or indirect equity interests in Borrower (the “Permitted Mezzanine Financing”) only upon the satisfaction of the following terms and conditions, and if such conditions are satisfied, the Permitted Mezzanine Financing shall not be a Prohibited Transfer:
Sample 1
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:
Sample 1
Permitted Mezzanine Financing. Notwithstanding the provisions of Section 7.2 hereof or anything to the contrary contained herein, in connection with an assumption of the Loan pursuant to Section 7.5 or simultaneous with the repayment in full of the Mezzanine Loan, the holders of direct and/or indirect equity interests in Transferee or in Borrower may obtain a mezzanine loan (the “Permitted Mezzanine Financing”) provided that each of the following conditions are satisfied:
Sample 1
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...
Sample 1
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.
Sample 1
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Related to Permitted Mezzanine Financing

  • Project Financing Tenant acknowledges that as a material inducement to Landlord to execute this Lease, (i) Tenant shall timely acknowledge and deliver to Landlord all such documents and instruments as may be customarily those documents and instruments which may be required under Paragraph 16, and (iii) if any prospective lender to Landlord shall request or require in connection with the placement of any financing to Landlord or pursuant to the provisions of any Security Document any modification of this Lease, Tenant shall not delay or withhold its agreement to such proposed modification provided in the same shall not modify the Basic Annual Rent payable hereunder nor materially and adversely affect the obligations of Tenant hereunder. Tenant shall be responsible for any and all liability, loss, cost, damage and expense, including, without limitation, attorneys' fees, which Landlord shall incur in connection with Tenant's failure or delay in executing, acknowledging and delivering such documents and instrument or Tenant's breach of any other covenant or agreement embodied in this Lease that results in the delay, impairment or cancellation of such financing.

  • Refinancing Facilities (a) At any time after the Closing Date, the Borrowers may obtain, from any Lender or any Additional Lender, Credit Agreement Refinancing Indebtedness in respect of (i) all or any portion of the Term Loans then outstanding under this Agreement (which, for purposes of this clause (i), will be deemed to include any then outstanding Other Term Loans and Other Term Loan Commitments) or (ii) all or any portion of the Revolving Loans (or unused Revolving Credit Commitments) under this Agreement (which, for purposes of this clause (ii), will be deemed to include any then outstanding Other Revolving Loans and Other Revolving Commitments), in the form of (x) Other Term Loans or Other Term Loan Commitments or (y) Other Revolving Loans or Other Revolving Commitments, as applicable, in each case, pursuant to a Refinancing Amendment; provided that such Credit Agreement Refinancing Indebtedness (A) shall rank pari passu in right of payment and of security with the other Loans and Commitments hereunder, (B) will have such pricing, fees, premiums, and interest or optional prepayment terms as may be agreed by the Borrowers and the Lenders thereof, (C)(x) with respect to any Other Revolving Loans or Other Revolving Commitments, will have a maturity date that is not prior to the maturity date of Revolving Loans (or unused Revolving Credit Commitments) being refinanced and (y) with respect to any Other Term Loans or Other Term Loan Commitments, will have a maturity date that is not prior to the maturity date of, and will have a Weighted Average Life to Maturity that is not shorter than, the then applicable Weighted Average Life to Maturity of the Term Loans being refinanced (other than to the extent of nominal amortization for periods where amortization has been eliminated or reduced as a result of prepayments of such Term Loans), (D) any Credit Agreement Refinancing Indebtedness in the form of Other Term Loans or Other Term Loan Commitments will share ratably in any voluntary and mandatory prepayments or repayments of Term Loans (unless the Lenders providing the Other Term Loans agree to participate on a less than pro rata basis in any voluntary or mandatory prepayments or repayments), (E) will, in the case of any Credit Agreement Refinancing Indebtedness in the form of Other Revolving Loans or Other Revolving Commitments, provide that (1) the borrowing and repayment (except for (i) payments of interest and fees at different rates on Other Revolving Commitments (and related outstandings), (ii) repayments required upon the maturity date of the Other Revolving Commitments and (iii) repayments made in connection with a permanent repayment and termination of commitments (subject to clause (3) below)) of Loans with respect to Other Revolving Commitments after the date of obtaining any Other Revolving Commitments shall be made on a pro rata basis with all other Revolving Credit Commitments, (2) subject to the provisions of Section 2.3 and Section 2.4 to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Other Revolving Commitments in accordance with their percentage of the Revolving Credit Commitments (and except as provided in Section 2.3 and Section 2.4, without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (3) the permanent repayment of Revolving Loans with respect to, and termination of, Other Revolving Commitments after the date of obtaining any Other Revolving Commitments shall be made on a pro rata basis with all other Revolving Credit Commitments, except that the Borrowers shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class and (4) assignments and participations of Other Revolving Commitments and Other Revolving Loans be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Loans, (F) such Credit Agreement Refinancing Indebtedness shall be subject to the Intercreditor Agreement and (G) will have terms and conditions that are not materially more restrictive, taken as a whole, to Holdings and its Restricted Subsidiaries than those applicable to the Refinanced Debt, taken as a whole, as determined in Holdings’ good faith judgment in consultation with the Administrative Agent (except for (A) covenants and events of default applicable only to periods after the Latest Maturity Date in effect at the time of the incurrence or issuance of any such Credit Agreement Refinancing Indebtedness or (B) unless the Borrowers enter into an amendment to this Agreement with the Administrative Agent (which amendment shall not require the consent of any other Lender) to add such more restrictive terms for the benefit of the Lenders). Each Class of Credit Agreement Refinancing Indebtedness incurred under this Section 2.26 shall be in an aggregate principal amount that is (x) not less than $10,000,000 in the case of Other Term Loans or $5,000,000 in the case of Other Revolving Loans and (y) an integral multiple of the Dollar Amount of $1,000,000 in excess thereof. Any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrowers, or the provision to the Borrowers of Swing Line Loans, pursuant to any Other Revolving Commitments established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments.

  • Refinancing Substantially simultaneously with the funding of the Initial Term Loans, the Closing Date Refinancing shall be consummated.

  • Permitted Debt Create, incur, guarantee or suffer to exist any Debt, except:

  • Transaction 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 a commitment letter (the “Transaction Financing Commitment Letter”), from a reputable financial institution to provide financing for the Merger and the transactions contemplated hereby on commercially reasonable terms and conditions.

  • 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 Except as otherwise provided in this Article V, no Member shall be obligated or permitted to contribute any additional capital to the Company without the consent of the Board of Managers. No interest shall accrue on any contributions to the capital of the Company, and no Member shall have the right to withdraw or to be repaid any capital contributed by it or to receive any other payment in respect of its interest in the Company, including without limitation as a result of the withdrawal or resignation of such Member from the Company, except as specifically provided in this Agreement. The records of the Company shall be adjusted to reflect any additional contributions to the capital of the Company made pursuant to Section 5.2.

  • PIPE Financing Parent has executed Subscription Agreements with the PIPE Investors for them to purchase the PIPE Shares for an aggregate investment equal to the PIPE Financing Amount. Each of the PIPE Investors has represented that it is an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) or a “qualified institutional buyer” (within the meaning of Rule 144A under the Securities Act). True and complete executed copies of each Subscription Agreement has been delivered to the Company on or prior to the date hereof. Each of the Subscription Agreements (a) have been duly authorized, executed and delivered by Parent, (b) are in full force and effect and have not been withdrawn, terminated or otherwise amended or modified (and no such withdrawal, termination, amendment or modification is contemplated by Parent) and (c) constitute a legal, valid and binding obligation of Parent, enforceable against Parent, and, to the knowledge of Parent, the other parties thereto, in accordance with their terms. There are no other agreements, side letters, or arrangements between Parent and any PIPE Investor relating to any Subscription Agreement or the purchase by such PIPE Investor of securities of Parent, that could affect the obligation of the PIPE Investors to acquire their portion of the PIPE Shares as set forth in the applicable Subscription Agreement, and, as of the date hereof, Parent does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in any Subscription Agreements not being satisfied, or the PIPE Investment Amount not being available to Parent, on the Closing Date. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent under any material term or condition of any Subscription Agreement and, as of the date hereof, Parent has no reason to believe that it will be unable to satisfy in all material respects on a timely basis any term or condition of closing to be satisfied by it contained in any Subscription Agreement. The Subscription Agreements contain all of the conditions precedent to the obligations of the PIPE Investors to acquire the PIPE Shares on the terms set forth therein. No fees, consideration (other than PIPE Shares) or other discounts are payable or have been agreed by Parent to any PIPE Investor in respect of its PIPE Shares to be acquired under its Subscription Agreement.

  • 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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