Replacement Mezzanine Loan Clause Samples

Replacement Mezzanine Loan. Mezzanine Borrower shall have a one-time right to enter into not more than two tranches (which shall be completed at the same time) of mezzanine financing (a “Replacement Mezzanine Financing”) and Mezzanine Borrower may pledge to the Approved Mezzanine Lender under such Replacement Mezzanine Financing the direct or indirect, as applicable, equity interests in each Borrower as collateral for any such Replacement Mezzanine Financing; provided that the Replacement Mezzanine Financing is an Approved Mezzanine Loan. In connection with such Replacement Mezzanine Financing, Lender shall be required to enter into the intercreditor agreement satisfying the requirements of clause (j) of the definition of Approved Mezzanine Loan (including that such intercreditor is reasonably satisfactory in all respects to Lender).

Replacement Mezzanine Loan. (a) Provided no Event of Default has occurred and is continuing and the Mezzanine B Loan or all of the Mezzanine Loans have been paid in full or will be paid in full, upon not less than thirty (30) days’ prior written notice to Lender (the “Mezzanine Notice”) which notice shall be revocable (provided that Borrower shall reimburse Lender for any costs and expenses in connection with such revoked notice), (x) one or more Mezzanine Borrowers or (y) one or more direct or indirect owners of Borrower which are special purpose bankruptcy remote entities ((x) and (y), collectively, “Replacement Mezzanine Borrower”) shall be permitted to obtain one or more mezzanine loans (collectively, the “Replacement Mezzanine Loan”), which Replacement Mezzanine Loan shall be secured by the Mezzanine Collateral or other direct or indirect interests in Borrower, subject to the following conditions and requirements: (i) the Replacement Mezzanine Loan shall be junior and subordinate to the Loan and if the Mezzanine A Loan remains outstanding, the Mezzanine A Loan and shall not be secured by any direct interest in any Individual Property or if the Mezzanine A Loan remains outstanding, any Mezzanine Collateral securing the Mezzanine A Loan; (ii) Lender’s review and approval in its reasonable discretion of the terms and conditions of the Replacement Mezzanine Loan and the documents evidencing the Replacement Mezzanine Loan (collectively, as each of the same may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms and conditions of this Agreement and the Replacement Mezzanine Intercreditor Agreement (as defined below), the “Replacement Mezzanine Loan Documents”); (iii) Replacement Mezzanine Borrower shall enter into an amendment and joinder to the Cash Management Agreement with Borrower, Lender, Mezzanine A Lender (if the Mezzanine A Loan remains outstanding) and Replacement Mezzanine Lender (as defined below) in form, scope and substance reasonably acceptable in all respects to Lender and, following a Securitization, acceptable to the Rating Agencies; (iv) the Replacement Mezzanine Loan together with the Loan and the Mezzanine A Loan (if applicable) immediately following the closing of the Replacement Mezzanine Loan shall have a combined Loan-to-Value Ratio of no greater than seven five percent (75.00%); (v) the Debt Yield immediately following the closing of the Replacement Mezzanine Loan based on the aggregate principal ba...

Replacement Mezzanine Loan. Mezzanine Borrower shall have a one-time right to enter into not more than one tranche of mezzanine financing (a “Replacement Mezzanine Financing”) and Mezzanine Borrower may pledge to the Approved Mezzanine Lender under such Replacement Mezzanine Financing the direct or indirect equity interests in each Borrower as collateral for any such Replacement Mezzanine Financing; provided that the Replacement Mezzanine Financing is an Approved Mezzanine Loan.