Transfers of Interests in Mezzanine Borrower Sample Clauses
The "Transfers of Interests in Mezzanine Borrower" clause governs the conditions under which ownership interests in the mezzanine borrower entity may be transferred to other parties. Typically, this clause outlines restrictions or requirements such as obtaining lender consent, meeting certain financial criteria, or providing advance notice before any transfer can occur. Its core practical function is to protect the lender’s interests by ensuring that control of the mezzanine borrower does not change hands without oversight, thereby mitigating risks associated with unapproved or undesirable new owners.
Transfers of Interests in Mezzanine Borrower. Each holder of any direct or indirect interest in Mezzanine Borrower shall have the right to transfer (but not pledge, hypothecate or encumber) its equity interest in the Mezzanine Borrower to any Person who is not a Disqualified Transferee without Mezzanine Lender's consent or a Rating Agency Confirmation if Section 8.6 is complied with and, after giving effect to such transfer:
(A) Mezzanine Borrower and the Property will be directly owned by a Single Purpose Entity in compliance with the representations, warranties and covenants in Section 4.1.20 hereof (as if the Mezzanine Borrower shall have remade all of such representations, warranties and covenants as of, and after giving effect to, the transfer), and which shall have executed and delivered to Mezzanine Lender an assumption agreement in form and substance acceptable to Mezzanine Lender, evidencing the continuing agreement of the Mezzanine Borrower to abide and be bound by all the terms, covenants and conditions set forth in this Agreement, the Mezzanine Note, the Pledge and the other Senior Mezzanine Loan Documents and all other outstanding obligations under the Loan, together with such legal opinions and title insurance endorsements as may be reasonably requested by Mortgage Lender and Mezzanine Lender;
(B) an Acceptable Manager shall continue to act as Manager for the Property pursuant to the existing Management Agreement or an Acceptable Management Agreement;
(C) KSL DC Operating, LLC, CNL Hospitality Partners, LP or a Close Affiliate of either such entity owns directly or indirectly at least fifty-one percent (51%) of the equity interests in the Mezzanine Borrower and Mortgage Borrower and the Person that is the proposed transferee is not a Disqualified Transferee; provided that, after giving effect to any such transfer, in no event shall any Person other than CNL Hospitality Partners, LP, KSL DC Operating, LLC or a Close Affiliate of CNL Hospitality Partners, LP or KSL DC Operating, LLC exercise Management Control over the Mezzanine Borrower and/or Mortgage Borrower. In the event that Management Control shall be exercisable jointly by CNL Hospitality Partners, LP, KSL DC Operating, LLC or a Close Affiliate of CNL Hospitality Partners, LP or KSL DC Operating, LLC with any other Person or Persons, then CNL Hospitality Partners, LP, KSL DC Operating, LLC or such Close Affiliate shall be deemed to have Management Control only if CNL Hospitality Partners, LP, KSL DC Operating, LLC or such Close Aff...
Transfers of Interests in Mezzanine Borrower. Notwithstanding anything herein or in the other Loan Documents (Mezzanine) to the contrary, a Transfer (but not a pledge or encumbrance) of up to forty-nine percent (49%), in the aggregate, of the direct or indirect ownership interests in Global ▇▇▇▇▇ Member, LLC shall not require Mezzanine Lender’s prior written consent; provided that each of the following conditions is satisfied (a Permitted Transfer): (i) Mezzanine Lender shall receive at least thirty (30) days’ prior written notice of such Transfer; (ii) no Event of Default shall have occurred and nor shall such Transfer cause a Default or Event of Default; (iii) after giving effect to such Transfer, CalPERS shall continue to Control, in at least the same manner as on the Closing Date, Mezzanine Borrower and own at least fifty-one percent (51%) of the direct and indirect beneficial interests in Global ▇▇▇▇▇ Member, LLC; (iv) Mezzanine Borrower shall cause such Persons as Mezzanine Lender may require to execute such amendments to the Loan Documents (Mezzanine) and/or provide such additional pledges or assignments (including, without limitation, entering into pledges in substantially the same form as, and providing for the same personal liability as the transferor under, the Pledge) as Mezzanine Lender shall reasonably require in order to provide Mezzanine Lender with the same rights, pledges and security afforded under the Loan Documents (Mezzanine); (v) Mezzanine Borrower and each other such SPE Entity shall remain a Single Purpose Entity; (vi) Mezzanine Borrower shall deliver to Mezzanine Lender evidence satisfactory to Mezzanine Lender that such Transfer shall not, and will not with the giving of notice or the passage of time, constitute a Mortgage Event of Default; (vii) Mezzanine Lender shall receive and approve (such approval not to be unreasonably withheld, conditioned or delayed) certified copies of the organizational documents and authorizing resolutions for such transferee and the other Persons executing the documents contemplated by clause (iv) above and such opinions of counsel to such transferee and such other Persons as may be reasonably required by Mezzanine Lender, excluding, however, an Additional Non-Consolidation Opinion; and (viii) Mezzanine Borrower shall reimburse Mezzanine Lender, on the date of such Transfer or Transfers, for all reasonable, out-of-pocket costs and expenses, including, without limitation, reasonable attorneys’ fees and disbursements, incurred or to be incurred by...