Mezzanine Loan. Without in any way limiting Lender’s other rights under this Agreement or any other Loan Document (including Lender’s rights under Section 9.1 and Section 11.29 hereof), Lender shall have the right (the “Mezzanine Option”) at any time, in its sole and absolute discretion, to divide the Loan into two parts: a mortgage loan (the “Mortgage Loan”) and one or more mezzanine loans (each individually, a “Mezzanine Loan”). In effectuating the foregoing, Lender (in its capacity as the lender under the Mezzanine Loans, “Mezzanine Lender”) will make one or more mezzanine loans to single purpose, bankruptcy remote entities that own, directly or indirectly, all of the legal, beneficial and economic interests in Borrower (each individually, a “Mezzanine Borrower”) in the amount of the related Mezzanine Loan; each Mezzanine Borrower will contribute the amount of its Mezzanine Loan and the proceeds of any junior Mezzanine Loan contributed to such Mezzanine Borrower by its immediately junior Mezzanine Borrower to Borrower (Borrower, in its capacity as the borrower under the Mortgage Loan, “Mortgage Borrower”) or to its immediately senior Mezzanine Borrower, as applicable; and Mortgage Borrower will apply the contribution to pay down the Loan to the amount of the Mortgage Loan. In connection with the Mezzanine Option:
Mezzanine Loan. (a) Lender and Borrowers have contemporaneously with the negotiation of the Loan Documents also negotiated a complete set of all of the material mezzanine loan documents, true, correct and complete copies of which are attached as Exhibits 1-12 hereto (the “Proposed Mezzanine Loan Documents”). The Proposed Mezzanine Loan Documents have been negotiated in anticipation of Lender, subsequent to the Closing Date, splitting off a portion of the Loan to create, and enter into, a mezzanine loan (the “Anticipated Mezzanine Loan”), which Anticipated Mezzanine Loan: (i) shall be on substantially the same terms as the Loan (to the extent applicable to a mezzanine loan) as embodied in this Agreement and the other Loan Documents (to the extent applicable to a mezzanine loan), except that, without limitation, the non-default interest rate applicable to such Anticipated Mezzanine Loan may be greater than the Interest Rate, so long as the weighted non-default interest rate of the Loan and such Anticipated Mezzanine Loan shall, at the time of the creation of such Anticipated Mezzanine Loan, equal the Interest Rate; (ii) shall have a maturity date of not earlier than the Maturity Date for the Loan; and (iii) shall be made utilizing the Proposed Mezzanine Loan Documents, together with such other ancillary documents and deliveries as are customary or necessary in Lender’s reasonable judgment and, to the extent applicable, are either in substantially the same form as were executed and delivered in connection with the Loan or are otherwise reasonably acceptable to Mezzanine Borrowers. From and after the consummation, if ever, of the Anticipated Mezzanine Loan, such Anticipated Mezzanine Loan shall thereafter be referred to herein and in the other Loan Documents as the “Mezzanine Loan”.
Mezzanine Loan. Lender agrees to permit owner(s) of direct or indirect equity interests in Borrower (the “Mezzanine Borrower”, provided however that in no event shall any entity required hereunder to be a Special Purpose Bankruptcy Remote Entity be a Mezzanine Borrower) to obtain a mezzanine loan (the “Mezzanine Loan”) the proceeds of which may be used solely to make a capital contribution to Borrower and in turn used by Borrower to pay Approved Leasing Expenses incurred with respect to Leases entered into after the date hereof, subject to satisfaction of the following conditions (provided that no more than one Mezzanine Loan shall be permitted during the term of the Loan):
Mezzanine Loan. Each of the loans which is owned by and has been made by Borrower to the owner of the Equity Interests in a Collateral Borrower, and which is secured by a first priority pledge of the Equity Interests in such Collateral Borrower.
Mezzanine Loan. Notwithstanding the foregoing provisions of this Article 3, Borrower shall not be deemed to have violated any of the foregoing representations by signing the Senior Mezzanine Note, the Junior A Mezzanine Note, the Junior B Mezzanine Note, the Senior Mezzanine Loan Agreement, the Junior A Mezzanine Loan Agreement and the Junior B Mezzanine Loan Agreement in connection with the Senior Mezzanine Loan, the Junior A Mezzanine Loan and the Junior B Mezzanine Loan.
Mezzanine Loan. 1. The representations and warranties set forth in this Exhibit VI regarding Senior Mortgage Loans (other than paragraphs 5, 12 and 62 and the last sentence of paragraph 43 of the representations and warranties relating to Senior Mortgage Loans) shall be deemed incorporated herein in respect of each Underlying Mortgage Loan related to the Purchased Asset.
Mezzanine Loan. Mezzanine Lender shall have funded Mezzanine Lender’s Percentage of such Future Advance; provided, however, if Mezzanine Lender shall have failed to fund Mezzanine Lender’s Percentage of any Future Advance, and Mezzanine Borrower has satisfied all conditions precedent to such Future Advance under the Mezzanine Loan Agreement, such that Mezzanine Lender has become a “Defaulting Lender” (as defined in the Mezzanine Loan Agreement) (a “Mezzanine Funding Failure”), Borrower shall be permitted to “fund” Mezzanine Lender’s Percentage of any such Future Advance (i.e., Borrower shall provide to Administrative Agent evidence acceptable to Administrative Agent that it has sufficient funds on deposit to be allocated to the Approved Costs which were to be paid by Mezzanine Lender’s Percentage of such Future Advance) provided that (x) no Event of Default is continuing, (y) Mezzanine Borrower is actively pursuing its remedies against such Defaulting Lender (as defined in the Mezzanine Loan Agreement) in accordance with the terms of the Mezzanine Loan Agreement, including, without limitation, Section 7.1 thereof and (z) Borrower delivers to Administrative Agent, for the benefit of Lenders, a Letter of Credit in the face amount of the remaining Future Funding Amount (as defined in the Mezzanine Loan Agreement) or deposits with Administrative Agent cash in the amount of the remaining Future Funding Amount (as defined in the Mezzanine Loan Agreement) (any such collateral, the “Funding Collateral”). If Borrower elects to deliver to Administrative Agent, for the benefit of Lenders, a Letter of Credit pursuant to this subclause, then the Letter of Credit provisions set forth in Schedule VIII shall be applicable. Following any Mezzanine Funding Failure, if each of clause (x), (y) and (z) above has been satisfied by Mezzanine Borrower or Borrower, as applicable, and Borrower has not funded Mezzanine Lender’s Percentage of such Future Advance by the date that is two (2) Business Days after the date Mezzanine Lender was required to fund, then Administrative Agent may draw upon the Funding Collateral in an amount equal to Mezzanine Lender’s Percentage of such Future Advance and shall release the same to Borrower (to be applied by Borrower and/or Mezzanine Borrower in accordance with its Requisition). If Borrower or Mezzanine Lender funds Mezzanine Lender’s Percentage of any Future Advance (to be applied by Borrower and/or Mezzanine Borrower in accordance with its Requisition), so l...