Replacement Debt. Subject to the provisions of this Section 2.6, the Borrower may incur Replacement Debt, the proceeds of which shall be used to refinance the Advances or replace commitments to provide the Advances subject to the prepayment terms thereof. The Borrower may incur Replacement Debt at its sole discretion, only if, prior to or on the date of incurrence thereof, the following conditions are satisfied or waived by the Required Secured Parties:
Replacement Debt. (i) The Borrower shall not incur Replacement Debt prior to the Credit Agreement Maturity Date unless each of the conditions in Section 2.4 (Replacement Debt) of the Common Terms Agreement are complied with and:
Replacement Debt. Subject to the provisions of this Section 2.23, the Borrower may incur or issue Replacement Debt, the proceeds of which shall be used to refinance the Term Loans, Revolving Loans or DSR Loans or replace commitments to provide the Term Loans, Revolving Loans, DSR Loans and/or Letters of Credit subject to the terms of this Agreement. The Borrower may incur Replacement Debt at its sole discretion, only if, prior to or on the date of incurrence thereof, the following conditions are satisfied or waived by the Requisite Lenders:
Replacement Debt. At any time and from time to time, the Company may incur replacement senior debt (“Replacement Senior Debt”), so long as:
Replacement Debt. (a) Subject to the provisions of this Section 2.4, the Borrower may incur Senior Secured Debt, the proceeds of which shall be used to refinance the funded or unfunded commitments of existing Senior Secured Debt (other than Working Capital Debt) subject to the prepayment terms thereof, and for the other purposes described in Section 2.4(b)(ii) (“Replacement Debt”).
Replacement Debt. The Replacement Debt shall have been obtained by the applicable Acquired Entities immediately prior to or concurrently with the Closing on substantially the same or better terms and conditions set forth in the Replacement Debt Commitment and the proceeds thereof shall have been (i) applied to repayment of the Existing Debt and release of the Existing Debt Liens as provided in Section 2.1, and (ii) distributed as provided in Section 2.1.
Replacement Debt. The closing for the Replacement Debt pursuant to the Replacement Debt Commitment shall have occurred immediately prior to or concurrently with the Closing and the proceeds thereof shall have been (i) applied to the repayment of the Existing Debt and release of the Existing Debt Liens as provided in Section 2.1, and (ii) distributed as provided in Section 2.1. Purchaser acknowledges that the SHC Agreement obligates Purchaser and SHC to use diligent commercially reasonable efforts to obtain and close the Replacement Debt.
Replacement Debt. Sellers shall reasonably cooperate with Purchaser's efforts to obtain the Replacement Debt at no cost or liability to Seller. In this connection, Purchaser acknowledges that CNL GP shall resign, and CNL GP agrees to resign, as to the sole general partner of HdC Parent immediately prior to the Closing and prior to the execution of any loan documents for the Replacement Debt and concurrently therewith admit an Affiliate of Purchaser as the sole general partner of HdC Parent, whereupon such Affiliate shall have full power and authority to execute, and shall execute, any and all agreements, certifications or other instruments on behalf of HdC Parent or any other Acquired Entity required in connection with the closing of the Replacement Debt. No Seller shall execute, any documents for, or have any liability under, or for, the Replacement Debt. Further, the lender for the Replacement Debt shall acknowledge in writing to Sellers that Sellers have and shall have no liability under, or for, the Replacement Debt. If the Replacement Debt Commitment is not obtained pursuant to the terms of the SHC Agreement on or before the Termination Time (as defined in the SHC Agreement), Purchaser shall, upon the request of Sellers, terminate the SHC Agreement and Sellers shall have the right to terminate this Agreement at any time thereafter upon written notice to Purchaser, in which event Sellers shall retain their rights to enforce the provisions of Section 8.6 which expressly survive a termination of this Agreement and any resignations or other documents delivered by Sellers shall be null and void and returned to Sellers.
Replacement Debt. The Replacement Debt shall have been obtained by the Hotel Owner concurrently with the Closing pursuant to the terms of the Replacement Debt Documents, and the proceeds thereof shall have been applied to the repayment or refinancing of the Existing Debt and if applicable, release of the Existing Debt Liens; provided, however, (i) without derogation of any other term of this Agreement, Purchaser shall elect, at its sole option, to proceed to Closing under the terms of the Replacement Debt, to proceed to Closing under the terms of the Existing Debt Extension, or not to proceed to Closing because of the inability to satisfy this condition precedent by Closing, in each case, in Purchaser’s sole and absolute discretion, not later than 10:00 a.m. (New York City time) on April 11, 2011 by written notice to Seller (and any failure to make a timely election shall be deemed an election to proceed to Closing under the terms of the Replacement Debt with Aareal Capital Corporation), (ii) if Purchaser elects not to proceed to Closing, then this Agreement shall automatically terminate (with such termination constituting Purchaser’s sole and exclusive remedy), the Deposit shall be immediately returned to Purchaser and the parties shall have no further rights or obligations under this Agreement except to the extent expressly deemed to survive the termination hereof, and (iii) if Purchaser elects to proceed to Closing using Replacement Debt to be provided by Aareal Capital Corporation (or its lending syndicate) (and if Purchaser delivers its notice to proceed without specifying the provider of the Replacement Debt or does not deliver such notice timely, then Purchaser shall be deemed to have elected to proceed using Replacement Debt to be provided by Aareal Capital Corporation), then, notwithstanding anything in this Agreement to the contrary, but without derogation of any cooperation covenants expressly set forth herein, neither the incurrence of the Replacement Debt, the delivery of the Replacement Debt Documents nor the satisfaction of the Existing Debt Liens and termination of the Existing Debt Documents shall continue to be conditions precedent, or Closing deliverables, for the benefit of Purchaser under this Agreement (and in furtherance thereof, the existence of the Existing Debt Liens and the Existing Debt Documents on or after the Closing shall not constitute a breach of any representation or warranty hereunder or a default hereunder). Additionally, if Purchaser el...
Replacement Debt. The Replacement Debt shall have been obtained by the Hotel Owner concurrently with the Closing pursuant to the terms of the Replacement Debt Documents and the proceeds thereof shall have been applied to repayment or refinancing of the Existing Debt and if applicable, release of the Existing Debt Liens, and if applicable, Purchaser shall have paid the extension fee required under Section 6.1(e). For the avoidance of doubt, in the event that Purchaser elects, at its sole option, to terminate this Agreement, or to proceed to Closing with Replacement Debt from Aareal Capital Corporation (or its lending syndicate), as set forth in Section 6.1(e), then Purchaser shall have no liability or obligation to pay any extension fee, or any other costs associated with the Existing Debt Extension (except as expressly set forth in Section 8.1).
