Mezzanine Loans. Notwithstanding the provisions of Section 9.1 to the contrary and subject to the cap on costs and expenses set forth in the last paragraph thereof, Borrower covenants and agrees that after the Closing Date and prior to a Securitization, Lender shall have the right after reasonable consultation with Borrower to create one or more additional mezzanine loans (each, a “New Mezzanine Loan”), to establish different interest rates and to reallocate principal balances of each of the Loan and any New Mezzanine Loan(s) amongst each other and to require the payment of the Loan and any New Mezzanine Loan(s) in such order of priority as may be designated by Lender; provided, that (i) in no event shall (A) the weighted average spread of the Loan and any New Mezzanine Loan(s) following any such reallocation or modification change from the weighted average spread for all in effect immediately preceding such reallocation, modification or creation of any New Mezzanine Loan(s) and (B) the Loan be subject to any interest rate floor, 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 minimus respect). 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 9.1.2, all in form and substance reasonably satisfactory to Borrower, 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 all of which shall be on substantially the same terms and conditions as the Loan Documents. 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, in substantially th...
Mezzanine Loans. With respect to each Mezzanine Loan that constitutes additional security for a Purchased Asset:
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. 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 6(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. 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. All conditions precedent to the funding of the Mezzanine Loan shall have been satisfied by Mezzanine Borrower or waived by Mezzanine Lender.
Mezzanine Loans. 1. The Mezzanine Loan is an Eligible Asset, as set forth in the Agreement, in all material respects as of the Purchase Date and at all times thereafter.
Mezzanine Loans. Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, in no event shall Borrower permit any Mezzanine Loan Borrower or any other Person to prepay (which shall include, without limitation, any prepayment in connection with any acceleration of any Mezzanine Loan) any Mezzanine Loan, in whole or in part, unless (i) (a) there is no Event of Default and the Debt is being proportionately prepaid contemporaneously in accordance with the applicable terms and conditions of this Agreement, or (b) the Debt has been previously prepaid in full in accordance with the applicable terms and conditions of this Agreement, and (ii) if a Trigger Period exists, the prepayment will cure the Trigger Period.
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. 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 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 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 and the Prospectus.
