Common use of REPLACEMENT LOAN Clause in Contracts

REPLACEMENT LOAN. Subject to Landlord's prior written consent (which consent shall not be unreasonably withheld or delayed), at the request of Tenant, Landlord shall execute and/or shall cause SGA to execute loan documents evidencing and/or securing a new loan to Landlord or SGA, the proceeds of which would be used to retire the UBS Loan (such loan requested by Tenant shall be a "Replacement Loan"). Landlord shall only be entitled to refuse to consent to such new loan if (1) the maturity date of the Replacement Loan is a date before the expiration date of the Extension Term; (2) the principal amount of the Replacement Loan exceeds the principal amount of the UBS Loan plus any accrued interest and fees payable at the time the UBS Loan is prepaid; (3) the interest rate structure under the Replacement Loan is materially higher than market conditions would justify at the time; (4) there are prepayment prohibitions, penalties or other restrictions which would limit rights to retire the Replacement Loan or require additional payment to do so; (5) the Replacement Loan creates greater liability for Landlord or SGA than otherwise would exist for Landlord and SGA, or would result in the violation of any law, rule or regulation applicable to Landlord or SGA, or (6) the Replacement Loan documents contain terms and conditions which differ from the UBS Loan documents in any material respect (including provisions relating to the Collateral as defined in 25. 31 Section 21.18); provided, however, that Landlord shall not be entitled to object to a Replacement Loan on the ground that Landlord, rather than SGA, shall be the borrower under such Replacement Loan. Tenant shall pay all reasonable costs, including without limitation reasonable attorneys' fees, incurred by Landlord in connection with obtaining such a Replacement Loan. If Tenant requests and provides the funds, Landlord shall make all arrangements necessary for, and shall pay down any Authorized Loan in the amount requested by Tenant, and shall arrange for all documentation reasonably requested by Tenant to reflect the reduction or elimination of such Authorized Loan.

REPLACEMENT LOAN. Subject Notwithstanding anything to Landlord's the contrary in this Agreement, prior written consent to a Successful Syndication, the Whitehall Group shall be responsible for funding 100% of Acquisition Mezzanine Loan Repayments (which consent shall not be unreasonably withheld subject to either Managing Member’s right to make Capital Calls pursuant to Section 6.2(a)(iii)) due on or delayed)prior to the fourth anniversary of the Property Closing Date, at with such funding to take the request form of Tenant, Landlord shall execute and/or shall cause SGA to execute loan documents evidencing and/or securing either (a) purchasing the Acquisition Mezzanine Loan from the holder thereof or (b) making a new loan to Landlord or SGA, the proceeds Subsidiary of which would be used the Company that is the borrower under the Acquisition Mezzanine Loan to retire pay off the UBS Acquisition Mezzanine Loan (such loan requested by Tenant shall be in either case, a "“Replacement Loan"”). Landlord Such Replacement Loan shall only have (or be entitled amended to refuse to consent to such new loan if (1have, in the case of a purchase of the Acquisition Mezzanine Loan) a maturity date no earlier than the maturity date of the Acquisition Mortgage Loan and shall have the same terms and conditions (including any extension fees to which the original Acquisition Mezzanine Lender was entitled) as the Acquisition Mezzanine Loan, including bearing interest at a rate equal to (i) until the fourth anniversary of the Property Closing Date, the interest rate that would have been applicable under the Acquisition Mezzanine Loan, had the Acquisition Mezzanine Loan not been replaced by the Replacement Loan, and (ii) beginning on the fourth anniversary of the Property Closing Date, LIBOR plus 800 basis points (either (i) or (ii), as applicable, the “Replacement Loan is Interest Rate”). With respect to a date before Replacement Loan, if the expiration date of the Extension Term; (2) the principal amount of Managing Members do not elect to make a Capital Call for any shortfalls for amounts due on such Replacement Loan pursuant to Section 6.2(a)(iv), such amounts shall accrue interest at the Replacement Loan exceeds Interest Rate until sufficient net cash flow from the principal amount of the UBS Loan plus Property exists to pay such amounts (with any accrued interest and fees payable at thereon); provided that any amounts due on the time Replacement Loan will be paid to the UBS Loan is prepaid; (3) holder thereof before any amounts are distributed to the interest rate structure Members hereunder. The Whitehall Group agrees that it shall not exercise any remedies available to the lender under the Replacement Loan is materially higher than market conditions would justify at the time; (4) there are prepayment prohibitions, penalties or other restrictions which would limit rights to retire the Replacement Loan or require additional payment to do so; (5) the Replacement Loan creates greater liability for Landlord or SGA than otherwise would exist for Landlord and SGA, or would result in the violation of any law, rule or regulation applicable to Landlord or SGA, or (6) the Replacement Loan documents contain terms and conditions which differ from the UBS Loan documents in any material respect (including provisions relating to the Collateral as defined in 25. 31 Section 21.18); provided, however, that Landlord shall not be entitled to object due to a Replacement Loan on the ground that Landlord, rather than SGA, shall be default of the borrower under such Replacement Loan. Tenant shall pay all reasonable costs, including without limitation reasonable attorneys' fees, incurred by Landlord in connection with obtaining such a Replacement Loan. If Tenant requests and provides thereunder until the funds, Landlord shall make all arrangements necessary for, and shall pay down any Authorized Loan in fifth anniversary of the amount requested by Tenant, and shall arrange for all documentation reasonably requested by Tenant to reflect the reduction or elimination of such Authorized LoanProperty Closing Date.

REPLACEMENT LOAN. Subject to Landlord's prior written consent (which consent shall not be unreasonably withheld or delayed), at the request of Tenant, Landlord shall execute and/or shall cause SGA to execute loan documents evidencing and/or securing a new loan to Landlord or SGA, the proceeds of which would be used to retire the UBS Loan (such loan requested by Tenant shall be a "Replacement Loan"). Landlord shall only be entitled to refuse to consent to such new loan if (1) the maturity date of the Replacement Loan is a date before the expiration date of the Extension Term; (2) the principal amount of the Replacement Loan exceeds the principal amount of the UBS Loan plus any accrued interest and fees payable at the time the UBS Loan is prepaid; (3) the interest rate structure under the Replacement Loan is materially higher than market conditions would justify at the time; (4) there are prepayment prohibitions, penalties or other restrictions which would limit rights to retire the Replacement Loan or require additional payment to do so; (5) the Replacement Loan creates greater liability for Landlord or SGA than otherwise would exist for Landlord and SGA, or would result in the violation of any law, rule or regulation applicable to Landlord or SGA, or (6) the Replacement Loan documents contain terms and conditions which differ from the UBS Loan documents in any material respect (including provisions relating to the Collateral as defined in 25. 31 Section 21.18); provided, however, that Landlord shall not be entitled to object to a Replacement Loan on the ground that Landlord, rather than SGA, shall be the borrower under such Replacement Loan. Tenant shall pay all reasonable costs, including without limitation reasonable attorneys' fees, incurred by Landlord in connection with obtaining such a Replacement Loan. If Tenant requests and provides the funds, Landlord shall make all arrangements necessary for, and shall pay down any Authorized Loan in the amount requested by Tenant, and shall arrange for all documentation reasonably requested by Tenant to reflect the reduction or elimination of such Authorized Loan.

REPLACEMENT LOAN. Subject to Landlord's prior written consent (which consent shall not be unreasonably withheld or delayed), at the request of Tenant, Landlord shall execute and/or shall cause SGA to execute loan documents evidencing and/or securing a new loan to Landlord or SGA, the proceeds of which would be used to retire the UBS Loan (such loan requested by Tenant shall be a "Replacement Loan"). Landlord shall only be entitled to refuse to consent to such new loan if (1) the maturity date of the Replacement Loan is a date before the expiration date of the Extension Term; (2) the principal amount of the Replacement Loan exceeds the principal amount of the UBS Loan plus any accrued interest and fees payable at the time the UBS Loan is prepaid; (3) the interest rate structure under the Replacement Loan is materially higher than market conditions would justify at the time; (4) there are prepayment prohibitions, penalties or other restrictions which would limit rights to retire the Replacement Loan or require additional payment to do so; (5) the Replacement Loan creates greater liability for Landlord or SGA than otherwise would exist for Landlord and SGA, or would result in the violation of any law, rule or regulation applicable to Landlord or SGA, or (6) the Replacement Loan documents contain terms and conditions which differ from the UBS Loan documents in any material respect (including provisions relating to the Collateral as defined in 25. 31 Section 21.18); provided, however, that Landlord shall not be entitled to object to a Replacement Loan on the ground that Landlord, rather than SGA, shall be the borrower under such Replacement Loan. Tenant shall pay all reasonable costs, including without limitation reasonable attorneys' fees, incurred by Landlord in connection with obtaining such a Replacement Loan. If Tenant requests and provides the funds, Landlord shall make all arrangements necessary for, and shall pay down any Authorized Loan in the amount requested by Tenant, and shall arrange for all documentation reasonably requested by Tenant to reflect the reduction or elimination of such Authorized Loan.in