Mezzanine Loans Sample Clauses
A Mezzanine Loans clause defines the terms and conditions under which a borrower may obtain mezzanine financing, which is a hybrid of debt and equity typically used to fund the expansion of existing companies. This clause outlines the rights and obligations of both the lender and borrower, including interest rates, repayment schedules, and any security interests or conversion rights associated with the loan. Its core practical function is to provide a structured framework for higher-risk, higher-yield financing, ensuring both parties understand the unique risks and benefits associated with mezzanine debt.
Mezzanine Loans. Notwithstanding the provisions of Article IX to the contrary, Borrower covenants and agrees that after the Closing Date and prior to a Securitization, Lender shall have the right to create one or more mezzanine loans (each, a “New Mezzanine Loan”), to establish different interest rates and to reallocate the amortization, and principal balances of the Loan and any New Mezzanine Loan amongst each other and to require the payment of the Loan and any New Mezzanine Loan in such order of priority as may be designated by Lender; provided, that in no event shall the weighted average spread and amortization of the Loan and any New Mezzanine Loan following any such reallocation or modification change from the weighted average spread and amortization for all in effect immediately preceding such reallocation, modification or creation of any New Mezzanine Loan. Borrower shall execute and deliver such documents as shall reasonably be required by Lender as promptly as possible under the circumstances in connection with this Section 9.3, all in form and substance reasonably satisfactory to Lender and the Rating Agencies, including, without limitation, in connection with the creation of any New Mezzanine Loan, a promissory note and loan documents necessary to evidence such New Mezzanine Loan, and Borrower shall execute such amendments to the Loan Documents as are necessary in connection with the creation of such New Mezzanine Loan. In addition, Borrower shall cause the formation of one or more special purpose, bankruptcy remote entities as required by Lender in order to serve as the borrower under any New Mezzanine Loan (each, a “New Mezzanine Borrower”) and the applicable organizational documents of Borrower shall be amended and modified as necessary or required in the formation of any New Mezzanine Borrower. Further, in connection with any New Mezzanine Loan, Borrower shall deliver to Lender opinions of legal counsel with respect to due execution, authority and enforceability of the New Mezzanine Loan and the Loan Documents, as amended and an additional Insolvency Opinion for the Loan and a substantive non-consolidation opinion with respect to any New Mezzanine Loan, each as reasonably acceptable to Lender, prospective investors and/or the Rating Agencies.
Mezzanine Loans. All of the mezzanine loans of which the Company is the owner, directly or indirectly (the “Mezzanine Loans”), and all of the participation interests in loans of which the Company is the owner, directly or indirectly (the “Participation Interests,” and such loans, together with the Mezzanine Loans, collectively are referred to hereinafter as the “Loans”), are set forth or described in the Registration Statement, the General Disclosure Package and the Prospectus. The Company is the sole owner and holder of the Loans, and has not sold, assigned, hypothecated or otherwise encumbered such Loans, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus. To the Company’s knowledge, there is no offset, defense, counterclaim or right to rescission with respect to any of the notes or any of the other loan documents. Neither the Company nor, to the knowledge of the Company, any other party has given or received a written notice of default under any Loans and, to the Company’s knowledge, no event exists which, with the giving of notice or the passing of time, or both, would constitute an event of default thereunder. The Company has not subordinated its interest in the loans to which the Participation Interests relate to any other party, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus.
Mezzanine Loans. To the extent not delivered previously with respect to an unrelated Purchased Asset, with respect to any proposed Purchased Asset which constitutes a Mezzanine Loan, Purchaser shall have received an opinion of outside counsel acceptable to Purchaser that the pledge of such Mezzanine Loan as a Related Credit Enhancement pursuant to Article 7(a) constitutes “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Sections 101(38A)(A), and 741(7)(A)(xi) of the Bankruptcy Code.
Mezzanine Loans. With respect to any proposed Purchased Asset which constitutes a Mezzanine Loan, Buyer, Custodian or a bailee pursuant to a Bailee Agreement shall have received the original Mezzanine Note and each original certificate representing the related equity interests together with an undated stock power covering each certificate, duly executed in blank to Buyer.
Mezzanine Loans. All conditions precedent to the funding of the Mezzanine Loan shall have been satisfied by Mezzanine Borrower or waived by Mezzanine Lender.
Mezzanine Loans. The Senior Mezzanine Loan and the Junior Mezzanine Loan. Money Liens. Mortgages, statutory liens and any and all other liens or charges on the Property. Notifying Party. Defined in Section 1.8(b). Off-Site Improvements. Any and all off-site improvements required in connection with Governmental Authorizations or otherwise required or agreed to in connection with the development of the Improvements. Organizational Documents. Defined in Section 2.3(b).
Mezzanine Loans. Notwithstanding the provisions of Section 9.1 to the contrary, Borrower covenants and agrees that after the Closing Date and prior to a Securitization of the Loan, Mortgage Loan or the Senior Mezzanine Loan, Lender shall have the right to create one or more additional mezzanine loans (each, a “New Mezzanine Loan”), to establish different interest rates and to reallocate the amortization, interest rate and principal balances (including, without limitation, the reallocation of the Release Amounts on a pro rata basis) of each of the Loan, the Mortgage Loan, the Senior Mezzanine Loan and any New Mezzanine Loan(s) amongst each other and to require the payment of the Loan, the Mortgage Loan, the Senior Mezzanine Loan and any New Mezzanine Loan(s) in such order of priority as may be designated by Lender such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum bond execution for the Loan; provided, that, Lender agrees that the Loan, the Mortgage Loan, the Senior Mezzanine Loan and any New Mezzanine Loan(s) shall immediately after such reallocation, modification and creation of any New Mezzanine Loan(s) have the same initial weighted average coupon of the Loan, the Mortgage Loan and the Senior Mezzanine Loan prior to such reallocation, modification and creation of any New Mezzanine Loan(s), notwithstanding that the Loan, the Mortgage Loan, the Senior Mezzanine Loan and any New Mezzanine Loan(s) may, in connection with the application of -98-
Mezzanine Loans. (a) Notwithstanding anything contained in Section 9.1.1 to the contrary, Borrower covenants and agrees that after the Closing Date and prior to a Securitization, Lender shall have the right to establish different interest rates and to reallocate the principal balances of each of the Loan and any New Mezzanine Loan between each other and to require the payment of the Loan and each New Mezzanine Loan in such order of priority as may be designated by Lender; provided, that (i) in no event shall the weighted average interest rate of the Loan and any New Mezzanine Loan(s) following any such reallocation or modification change from the weighted average interest rate for all in effect immediately preceding such reallocation, modification or creation of any New Mezzanine Loan(s), and (ii) such New Mezzanine Loan(s) will not materially increase Borrower’s obligations and liabilities under the Loan Documents or materially decrease the rights of Borrower under the Loan Documents (other than, in each case, administratively or in a de minimis respect).
Mezzanine Loans. With respect to each Mezzanine Loan that (i) constitutes a Purchased Asset or (ii) is related to a Purchased Asset that is a Participation Interest or a Promissory Note: