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:
(a) no Default or Event of Default:
(i) shall have occurred and be continuing; or
(ii) results from the incurrence of such Replacement Debt;
(b) the maximum principal amount of the proposed Replacement Debt does not exceed the sum of:
(i) the Senior Debt Commitments being cancelled concurrently with the incurrence of such Replacement Debt; plus
(ii) the outstanding principal amount of the Secured Debt being prepaid or redeemed concurrently with the incurrence of such Replacement Debt; plus
(iii) all accrued interest on the Secured Debt being repaid or redeemed, all premiums, discounts, fees, costs and expenses (including, without duplication, (A) Hedge Termination Values with respect to any Interest Rate Protection Agreements subject to the refinancing with the proposed Replacement Debt, (B) any amounts deposited in a debt service reserve or similar reserve (or any interest during construction) account in connection with the issuance of such Replacement Debt and (C) any incremental carrying costs of such Replacement Debt (including any increased interest during construction)) associated with any such cancellation, prepayment or redemption, or incurred in connection with the proposed Replacement Debt;
(c) the weighted average life to maturity of the Replacement Debt shall not be less than the weighted average life to maturity of the Secured Debt prior to the incurrence of such Replacement Debt;
(d) the maturity date of the Replacement Debt shall not occur prior to the Final Maturity Date;
(e) the material terms of the Replacement Debt shall not be materially more restrictive on the Borrower than the terms of the Secured Debt being replaced;
(f) the Borrower shall have demonstrated by delivery of an updated Base Case Forecast that after the incurrence of such Replacement Debt, the Projected Debt Service Coverage Ratio commencing on the Initial Quarterly Payment Date and for each calendar year through the terms of the FOB Sale and Purchase Agreements in effect as of such date shall not be less than (i) 2.00x, calculated with re...
Replacement Debt. The Borrower shall use the proceeds of any Replacement Debt (after accounting for any related Hedging Termination Amount and related fees and expenses) to prepay or repay Senior Debt and/or replace all or part of the Facility Debt Commitments in accordance with Section 6.3 (Replacement Debt).
Replacement Debt. The Replacement Debt shall have been obtained for the applicable Acquired Entities immediately prior to or concurrently with the Closing 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. Purchaser shall use diligent commercially reasonable efforts (i) to obtain the Replacement Debt Commitment on or before the Termination Time, and (ii) thereafter to obtain the Replacement Debt on behalf of the applicable Acquired Entities in accordance with the Replacement Debt Commitment and to satisfy the usual and customary requirements of the lender(s) thereunder. Sellers shall reasonably cooperate with Purchaser's efforts to obtain the Replacement Debt Commitment and the Replacement Debt. If the Replacement Debt Commitment is not obtained on or before the Termination Time, Sellers shall have the right to terminate this Agreement at any time thereafter upon written notice to Purchaser, in which event (x) Purchaser shall be entitled to the return of the Deposit to the extent the failure to obtain the Replacement Debt Commitment was not the result of Purchaser’s breach of its obligations under this Section 7.8, and (y) Sellers shall retain their rights to enforce the Inspection Agreement, the Confidentiality Agreement and the provisions of Section 8.6 which expressly survive a termination of this Agreement.
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. Subject to the provisions of this Section 2.23, Borrower may incur or issue Replacement Debt, the proceeds of which shall be used to refinance the Term Loans or Revolving Loans or replace commitments to provide the Term Loans, Revolving Loans and/or Letters of Credit subject to the terms of this Agreement. 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:
(a) If the Replacement Debt will constitute First Lien Obligations:
(i) the maximum principal amount of the proposed Replacement Debt does not exceed the sum of (x) the Commitments being cancelled concurrently with the incurrence or issuance of such Replacement Debt; plus (y) the outstanding principal amount of the Loans being prepaid concurrently with the incurrence or issuance of such Replacement Debt; plus (z) all accrued interest on the Loans being repaid, all premiums, discounts, fees, costs and expenses (including, without duplication, (1) Hedging Termination Values with respect to any Permitted Hedging Agreements subject to the refinancing with the proposed Replacement Debt,
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).
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 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; provided, however, that Purchaser shall be deemed to have waived the condition set forth in this Section 6.2 (e) if Purchaser fails, in any material respect, to perform its obligations under Section 7.8 (it being understood, however, that Purchaser's obligations under Section 7.8 are not a guarantee that the Replacement Debt will close on the Closing Date). Each of the conditions contained in this Section are intended for the benefit of Purchaser and may be waived in whole or in part, in writing, by Purchaser or by Purchaser Closing the transactions contemplated by this Agreement. The exclusive rights and remedies of Purchaser resulting from a failure of any condition contained in this Section 6.1 are set forth in Section 6.4.
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.
