Common use of Approved Mezzanine Loan Clause in Contracts

Approved Mezzanine Loan. from and after the thirty-sixth (36th) Payment Date hereunder (or (x) if the proceeds of the Approved Mezzanine Loan are used to fully prepay the Floating Rate Loan, at any time during the Term or (y) if the Floating Rate Loan has otherwise been fully repaid), a loan from an Approved Mezzanine Loan Lender to Approved Mezzanine Loan Borrower which Approved Mezzanine Loan: (i) will be in an amount that when added to the Loan (assuming the Floating Rate Loan has been fully funded) will result in a combined loan to “as is” appraised value (based on an appraisal commissioned by Lender and otherwise reasonably acceptable to Lender) of the Property of no more than eighty percent (80%) and is otherwise on terms and conditions reasonably acceptable to Lender and evidenced by loan documents which have been approved by Lender, (ii) is secured only by a pledge of all or a portion of the limited liability company interests in Borrower or any other collateral not mortgaged or pledged to Lender under the Loan, (iii) creates no obligations or liabilities on the part of Borrower and results in no Liens on any portion of the Property, (iv) has a term expiring on the Stated Maturity Date, (v) the Approved Mezzanine Lender shall enter into an intercreditor agreement with Lender in form and substance reasonably acceptable to Lender and the applicable Rating Agencies (the “Intercreditor Agreement”), which Intercreditor Agreement shall, among other things, restrict the ability of such Approved Mezzanine Loan Lender to transfer the Approved Mezzanine Loan or the pledged limited liability company interests to another Person without first obtaining the consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed, and after a Secondary Market Transaction, a Rating Comfort Letter, and (vi) if the Approved Mezzanine Loan is entered into after a Secondary Market Transaction, no such Approved Mezzanine Loan shall be permitted which would result in a downgrade, qualification or withdrawal of any of the ratings of any of the Securities issued in such Secondary Market Transaction.

Approved Mezzanine Loan. from and after the thirty-sixth (36th) Payment Date hereunder (or (x) if the proceeds of the Approved Mezzanine Loan are used to fully prepay the Floating Rate Loan, at any time during the Term or (y) if the Floating Rate Loan has otherwise been fully repaid), a loan from an Approved Mezzanine Loan Lender to Approved Mezzanine Loan Borrower which Approved Mezzanine Loan: (i) will be in an amount that when added to the Loan (assuming the Floating Rate Loan has been fully funded) will result in a combined loan to “as is” appraised value (based on an appraisal commissioned by Lender and otherwise reasonably acceptable to Lender) of the Property of no more than eighty percent 78%; (80%ii) will result in a minimum combined Debt Service Coverage Ratio (the ratio of the Net Operating Income to the combined scheduled principal and interest payments under the Loan and the Approved Mezzanine Loan) of not less than 1.16:1.00; (iii) is otherwise on terms and conditions reasonably acceptable to Lender and evidenced by loan documents which have been approved by Lender, ; (iiiv) is secured only by a pledge of all or a portion of the limited liability company direct or indirect ownership interests in (x) if the Other Pledge Agreement is then outstanding, a newly formed entity that is wholly owned directly or indirectly by TPG/CalSTRS and which entity holds one hundred percent (100%) of the direct and indirect ownership interests in Borrower and SPE Party (as more particularly shown on Schedule 4B) or any other collateral not mortgaged or pledged to Lender under the Loan, or (iiiy) if the Other Pledge Agreement is not then outstanding, Borrower and SPE Party or any other collateral not mortgaged or pledged to Lender under the Loan; (v) creates no obligations or liabilities on the part of Borrower or the SPE Party and results in no Liens on any portion of the Property, ; (ivvi) has a term expiring on the Stated Maturity Date, ; (vvii) the Approved Mezzanine Lender shall enter into an intercreditor agreement with Lender in form and substance reasonably acceptable to Lender and the applicable Rating Agencies (the “Intercreditor Agreement”), which Intercreditor Agreement shall, among other things, restrict the ability of such Approved Mezzanine Loan Lender to transfer the Approved Mezzanine Loan or the pledged limited liability company interests to another Person without first obtaining the consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed, and after a Secondary Market Transaction, a Rating Comfort Letter, Letter shall be obtained; and (viviii) if the Approved Mezzanine Loan is entered into after a Secondary Market Transaction, no such Approved Mezzanine Loan shall be permitted which would result in a downgrade, qualification or withdrawal of any of the ratings of any of the Securities issued in such Secondary Market Transaction.

Approved Mezzanine Loan. from and after the thirty-sixth (36th) Payment Date hereunder (or (x) if the proceeds of the Approved Mezzanine Loan are used to fully prepay the Floating Rate Tranche B Loan, at any time during the Term or (y) if the Floating Rate Tranche B Loan has otherwise been fully repaid), a loan from an Approved Mezzanine Loan Lender to Approved Mezzanine Loan Borrower which Approved Mezzanine Loan: (i) will be in an amount that when added to the Loan (assuming the Floating Rate Tranche B Loan has been fully funded) will result in a combined loan to “as is” appraised value (based on an appraisal commissioned by Lender and otherwise reasonably Table of Contents acceptable to Lender) of the Property of no more than eighty percent (80%) and is otherwise on terms and conditions reasonably acceptable to Lender and evidenced by loan documents which have been approved by Lender, (ii) is secured only by a pledge of all or a portion of the limited liability company interests in Borrower or any other collateral not mortgaged or pledged to Lender under the Loan, (iii) creates no obligations or liabilities on the part of Borrower and results in no Liens on any portion of the Property, (iv) has a term expiring on the Stated Maturity Date, (v) the Approved Mezzanine Lender shall enter into an intercreditor agreement with Lender in form and substance reasonably acceptable to Lender and the applicable Rating Agencies (the “Intercreditor Agreement”), which Intercreditor Agreement shall, among other things, restrict the ability of such Approved Mezzanine Loan Lender to transfer the Approved Mezzanine Loan or the pledged limited liability company interests to another Person without first obtaining the consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed, and after a Secondary Market Transaction, a Rating Comfort Letter, and (vi) if the Approved Mezzanine Loan is entered into after a Secondary Market Transaction, no such Approved Mezzanine Loan shall be permitted which would result in a downgrade, qualification or withdrawal of any of the ratings of any of the Securities issued in such Secondary Market Transaction.

Approved Mezzanine Loan. from and after the thirty-sixth (36th) Payment Date hereunder (or (x) if the proceeds of the Approved Mezzanine Loan are used to fully prepay the Floating Rate Loan, at any time during the Term or (y) if the Floating Rate Loan has otherwise been fully repaid), a loan from an Approved Mezzanine Loan Lender to Approved Mezzanine Loan Borrower which Approved Mezzanine Loan: (i) will be in an amount that when added to the Loan (assuming the Floating Rate Loan has been fully funded) will result in a combined loan to “as is” appraised value (based on an appraisal commissioned by Lender and otherwise reasonably acceptable to Lender) of the Property of no more than eighty percent 75%; (80%ii) will result in a minimum combined Debt Service Coverage Ratio (the ratio of the Net Operating Income to the combined scheduled principal and interest payments under the Loan and the Approved Mezzanine Loan) of not less than 1.20:1.00; (iii) is otherwise on terms and conditions reasonably acceptable to Lender and evidenced by loan documents which have been approved by Lender, (iiiv) is secured only by a pledge of all or a portion of the limited liability company ownership interests in Borrower or any other collateral not mortgaged or pledged to Lender under the Loan, (iiiv) creates no obligations or liabilities on the part of Borrower or any SPE Party and results in no Liens on any portion of the Property, (ivvi) has a term expiring on the Stated Maturity Date, (vvii) the Approved Mezzanine Lender shall enter into an intercreditor agreement with Lender in form and substance reasonably acceptable to Lender and the applicable Rating Agencies (the “Intercreditor Agreement”), which Intercreditor Agreement shall, among other things, restrict the ability of such Approved Mezzanine Loan Lender to transfer the Approved Mezzanine Loan or the pledged limited liability company interests to another Person without first obtaining the consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed, and after a Secondary Market Transaction, a Rating Comfort LetterLetter shall be obtained, and (viviii) if the Approved Mezzanine Loan is entered into after a Secondary Market Transaction, no such Approved Mezzanine Loan shall be permitted which would result in a downgrade, qualification or withdrawal of any of the ratings of any of the Securities issued in such Secondary Market Transaction.