Senior Financing Clause Samples

Senior Financing. Owner JV shall have procured Senior Financing on substantially the term set forth in Section 7.1(h).

Senior Financing. Owner JV shall have procured Senior Financing on substantially the following terms: (i) Aggregate proceeds of not less than $372,000,000 to be funded on the Closing Date to financing the acquisition of the Property (and the Other Properties as defined in Section 7.4) in the form of third-party first lien mortgage financing, mezzanine financing, preferred equity or any combination of the foregoing; provided, that, in the event of a shortfall, Affiliates of Hersha Owner and/or Cindat may provide seller financing subject, in each case, to terms reasonably acceptable to Owner JV; (ii) 4.45% maximum blended aggregate cost; (iii) Minimum 3-year term, with two 1-year extension options; (iv) Interest only; (v) Customary lien and security package for loans of a similar nature; and (vi) Fully non-recourse debt subject to market carve-outs for bad acts and environmental liability. If and to the extent that Owner JV’s lender accepts an assignment of the existing financing and Owner JV receives the benefit of all or any portion of the New York City Mortgage Tax paid by Hersha Owner in connection with its prior financings, Owner JV shall cause the Escrow Agent to credit to Hersha Owner on the Closing Statement an amount equal to fifty percent (50%) of such taxes paid for which Owner JV received such benefit.

Senior Financing. At the Issuers' request, the Purchasers shall negotiate in good faith with any successor to SVB and the SVB Facility to execute and deliver reasonable and customary documentation required to subordinate (on reasonable and customary terms) the right of the Purchasers to receive payments of cash from the Company with respect to their New Debentures.

Senior Financing. The financing secured by the Facilities as of the date on which the Joint Venture acquires the Facilities (or interests therein), sells the Facility to the SPV and enters into the Lease Documentation with respect to the Facility, including, without limitation, the ▇▇▇▇▇▇ ▇▇▇ Loans. The Senior Financing is more particularly described in Section 6.13 below.

Senior Financing. The Company shall have received senior debt financing, or shall have the right to borrow under a senior credit facility or similar financing arrangement ("Senior Financing Arrangements") then in full force in effect, in each case on terms and conditions reasonably acceptable to the Investor and in an aggregate amount of not less than $350,000,000; provided that following the delivery of the Commitment Letter the terms and conditions of the Senior Financing Arrangements shall be deemed reasonably acceptable to the Investor if such terms are no less favorable to the Company than the terms set forth in the Commitment Letter.

Senior Financing. Upon Closing, the terms of the Credit Agreement shall be amended substantially in accordance with the terms, conditions and covenants set forth in Exhibit G hereto;

Senior Financing. Sunrise will endeavor to close permanent Senior Financing in an Islamically acceptable form on all the First Closing Facilities including those now subject to the ▇▇▇▇▇▇ Mae Loans. All such financing shall be at fixed interest rates with an amortization period of 300 months and a term acceptable to Investor. If and to the extent that Sunrise is unable to place acceptable Senior Financing prior to the First Closing Date, the terms of Sections 3.3 and 14.2 herein shall apply.

Senior Financing. From and after the Closing Date until the Payment in Full of the Convertible Notes Obligations, no Company Group Obligor nor any of its Subsidiaries shall incur any Indebtedness for borrowed money that is secured by a Lien on the Collateral on a senior or pari passu basis with any Note that is outstanding on the Closing Date without the written consent of the Required Holders with respect to such Notes (except (x) for the avoidance of doubt, any Indebtedness incurred under the Credit Agreement (as in effect immediately prior to the Closing Date), (y) as otherwise permitted under this Indenture as in effect on the Closing Date (or as amended, restated, refinanced or otherwise modified from time to time to the extent not prohibited by the Intercreditor Agreement) or (z) in connection with a “debtor in possession” financing (or any similar financing arrangement in an insolvency proceeding in a non-U.S. jurisdiction) that is consented to by the Required Holders) (such Indebtedness, “Senior Financing”), in each case under this Section 4.26, unless each directly and adversely affected Holder has been (or will be) offered an opportunity to fund or otherwise provide or acquire its pro rata share of such Senior Financing on the same economic terms received by the Holders (or their Affiliates) providing such Senior Financing; provided that such economic terms shall not include bona fide backstop and similar fees (including fees paid to Holders as compensation for backstopping debt or equity rights offering) incurred, and the reimbursement of counsel fees and other expenses incurred, in connection with such Senior Financing or the negotiation of the transactions in connection with which the Senior Financing is to be (or was) incurred.

Senior Financing. The Company shall have obtained senior financing in an amount of at least $33,000,000 in connection with the Acquisition on terms reasonably satisfactory to the Purchaser and such amount shall be funded simultaneously with the Closing.