Borrower Affiliate Holder definition

Borrower Affiliate Holder means any Holder that, directly or indirectly through one or more of its Affiliates (A) is managed or sponsored by the Senior Borrower, Mezzanine Borrower or any Related Mezzanine Loan Borrower or any Affiliate of any of them (including, without limitation, any fund or investment vehicle managed or sponsored by any Affiliate of the Mezzanine Borrower or of any Related Mezzanine Loan Borrower), (B) together with any Affiliate of such Holder, owns, directly or indirectly, thirty-one percent (31%) or more than thirty-one percent (31%) of an economic, legal or other beneficial interest in the Senior Borrower, Mezzanine Borrower or any Related Mezzanine Loan Borrower or any of their respective Affiliates, or (C) has the power, directly or indirectly, to direct or cause the direction of, the management or policies of the Senior Borrower, Mezzanine Borrower or any Related Mezzanine Loan Borrower or any of their respective Affiliates, whether through the ability to exercise voting power, by contract or otherwise; provided, however, for the avoidance of doubt, that a Holder that acquires, directly or indirectly, not more (when aggregated with the interests of its Affiliates) than a thirty-one percent (31%) economic, legal or other beneficial interest in the Senior Borrower, Mezzanine Borrower or any Related Mezzanine Loan Borrower or their respective Affiliates solely as a result of a foreclosure (or transfer-in-lieu thereof) on a Related Mezzanine Loan shall not be deemed (x) an Affiliate for purposes of clause (A) of the definition of Borrower Affiliate Holder or (y) to satisfy the requirements of clause (C) of the definition of Borrower Affiliate Holder, in each case, solely as a result of its ability to exercise the voting, approval, consent and other rights of (i) such Related Mezzanine Loan Holder under the Co-Lender Agreement for such Related Mezzanine Loan or (ii) an equity holder under the agreement(s) required under Section 6(d) of such Co-Lender Agreement to be entered into by the Related Mezzanine Loan Holders of such Related Mezzanine Loan in the event of a foreclosure of such Mezzanine Loan or a transfer-in-lieu thereof (any such agreement, a “Replacement Agreement”), as long as such Co-Lender Agreement or any such Replacement Agreement shall not provide such Related Mezzanine Loan Holder or equity holder (or its Affiliates) with additional voting, approval, consent or other rights other than those set forth in or otherwise contemplated by the terms o...
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Examples of Borrower Affiliate Holder in a sentence

  • For example, in the event there are five Holders, each with a 20% Percentage Interest, and one of those Holders becomes a Borrower Affiliate Holder, for voting purposes going forward, each non-affiliated Holder shall be deemed to have a percentage interest of 25%.

  • Any such Borrower Affiliate Holder shall, however, retain the right to receive any and all amounts payable on account of its Note under this Agreement other than any default interest or late fees or charges.

  • Notwithstanding anything to the contrary contained herein, each Holder hereby covenants and agrees that if it shall become a Borrower Affiliate Holder, it shall not interfere with the foreclosure rights or the exercise of any other remedies asserted by, or on behalf of, the Holders that are not Borrower Affiliate Holders.

  • In the case of clause (i) above, each Holder other than a Borrower Affiliate Holder shall have their aggregate Percentage Interest in the Mezzanine Loan “grossed up” on account of the Borrower Affiliate Holder’s Percentage Interest in the Mezzanine Loan for the purposes of calculating a Majority Decision, a Super-Majority Decision, or a Unanimous Decision and for all other related purposes hereunder.

  • Notwithstanding anything in this Agreement to the contrary, no Mezzanine Borrower Affiliate Holder shall have any consent or approval rights pursuant to this Agreement, including, without limitation, pursuant to Sections 6(b), 6(c) and 6(d), and no Mezzanine Borrower Affiliate Holder shall have the right to initiate or call for an Advance pursuant to Section 4.

  • In the case of clause (i) above, each Holder other than a Borrower Affiliate Holder shall have their aggregate Percentage Interest in the Mortgage Loan “grossed up” on account of the Borrower Affiliate Holder’s Percentage Interest in the Mortgage Loan for the purposes of calculating a Majority Decision, a Super-Majority Decision or a Unanimous Decision and for all other related purposes hereunder.

  • Notwithstanding anything in this Agreement to the contrary, no Mezzanine Borrower Affiliate Holder shall have (i) any consent or approval rights pursuant to this Agreement, including, without limitation, pursuant to Section 6 or (ii) the right to initiate or call for an Advance pursuant to Section 4.

Related to Borrower Affiliate Holder

  • Borrower Affiliate shall have the meaning set forth in the Lead Securitization Servicing Agreement; provided that in the event that any Non-Lead Note is securitized in a Securitization, the term “Borrower Affiliate” as used in the definitions of “Non-Lead Note Holder” and “Non-Lead Note Holder Representative” shall refer to a “Borrower Affiliate” as defined in the related Non-Lead Securitization Servicing Agreement or such other analogous term used in the related Non-Lead Securitization Servicing Agreement.

  • Borrower Party means the Mortgage Loan Borrower, a manager of the Mortgaged Property, an Accelerated Mezzanine Loan Lender or any Borrower Party Affiliate.

  • Borrower as defined in the preamble hereto.

  • Borrower Party Affiliate means, with respect to the Mortgage Loan Borrower, a manager of the Mortgaged Property or an Accelerated Mezzanine Loan Lender, (a) any other Person controlling or controlled by or under common control with such Mortgage Loan Borrower, manager or Accelerated Mezzanine Loan Lender, as applicable, or (b) any other Person owning, directly or indirectly, 25% or more of the beneficial interests in such Mortgage Loan Borrower, manager or Accelerated Mezzanine Loan Lender, as applicable. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

  • Intermediate Holdings shall have the meaning assigned to such term in the introductory paragraph of this Agreement.

  • The Borrower has advised the Banks that the Borrower has entered into an Agreement and Plan of Merger and Reorganization, dated as of February 10, 2000 (the "Merger Agreement"), among the Borrower, Opticare Health Systems, Inc. (the "Parent"), and OC Acquisition Corp., a wholly-owned subsidiary of the Parent ("Merger Sub"), pursuant to which the parties intend to merge Merger Sub with and into the Borrower subject to the terms and conditions thereof which include, among other things, restructuring the Obligations owing to the Banks on terms and conditions mutually agreed upon by the Borrower and the Banks. While the Borrower and the Banks have initiated discussions and due diligence concerning the Merger and any proposed restructuring of the Obligations, the Borrower acknowledges that the Banks have not consented to the Merger nor have the Banks agreed to any terms and conditions relating to any restructuring of the Obligations. In the meantime, however, the Borrower intends to continue to sell the remaining physician practice management groups operated by the Borrower and its Subsidiaries (collectively being referred to herein as the "PPM Businesses") and use a portion of the proceeds from the sale of the PPM Businesses to meet its reasonable and necessary operating expenses. To afford the Borrower an opportunity to proceed with the transactions described above, the Borrower has requested that (i) the Banks extend the temporary waiver period provided for in Sections 2.1 and 2.2 of that certain Seventh Amendment and Waiver to Credit Agreement dated as of December 10, 1999, among the Borrower, the Banks, and the Agent (the "Seventh Amendment") (as further amended, in part, by a December 30, 1999, letter agreement, a February 29, 2000, letter agreement, a March 24, 2000, letter agreement, and an April 14, 2000, letter agreement, and a May 5, 2000, letter agreement, in each case between the Borrower, the Banks and the Agent) and, in addition, that the Banks temporarily waive any non-compliance by the Borrower as of December 31, 1999, and as of March 31, 2000, with Sections 8.8 (Total Funded Debt/Adjusted EBITDA Ratio), 8.10 (Interest Coverage Ratio), and 8.11 (Debt Service Coverage Ratio) of the Credit Agreement and the Borrower's non-compliance with Section 8.5(b) of the Credit Agreement with respect to the timely delivery of the Borrower's March 31, 2000, financial statements, in each case to the earlier of June 2, 2000, or the termination of the Merger Agreement pursuant to its terms (the earlier of such dates being referred to herein as the "Waiver Termination Date"), (ii) Bank of Montreal extend the Bridge Loan Period from May 19, 2000, to the Waiver Termination Date, and (iii) postpone the due date for the payment of principal, interest and unused commitment fees otherwise due on or before May 19, 2000, to the Waiver Termination Date. By signing below, the Banks (including Bank of Montreal with respect to the Bridge Loan Commitment) hereby agree to extend the waiver period provided in Sections 2.1 and 2.2 of the Seventh Amendment from May 19, 2000, to the Waiver Termination Date, temporarily waive any non-compliance by the Borrower as of December 31, 1999, and March 31, 2000, with Sections 8.8 (Total Funded Debt/Adjusted EBITDA Ratio), 8.10 (Interest Coverage Ratio), and 8.11 (Debt Service Coverage Ratio) of the Credit Agreement and the Borrower's non-compliance with Section 8.5(b) of the Credit Agreement with respect to the timely delivery of the Borrower's March 31, 2000, financial statements through the period ending on the Waiver Termination Date, agree to extend the Bridge Loan Period to the Waiver Termination Date, and agree to postpone the due date for the payment of principal, interest, and unused commitment fees otherwise due on or before May 19, 2000, to the Waiver Termination Date, provided that:

  • Credit Party means the Administrative Agent, the Issuing Bank, the Swingline Lender or any other Lender.

  • Parent Borrower as defined in the preamble hereto.

  • Loan Party means the Borrower and each Guarantor.

  • Intermediate Holdco as defined in the preamble to this Agreement.

  • Co-Borrower shall have the meaning assigned to such term in the introductory paragraph of this Agreement.

  • Intermediate Holding Company means any Subsidiary of Holdings (of which Holdings, directly or indirectly, owns 100% of the issued and outstanding Equity Interests) that, directly or indirectly, owns 100% of the issued and outstanding Equity Interests of the Lead Borrower.

  • Initial Borrower has the meaning set forth in the preamble hereto.

  • Qualified borrower means any borrower that is a sponsoring entity that has a controlling interest in the real property that is financed by a qualified loan. A controlling interest includes, but is not limited to, a controlling interest in the general partner of a limited partnership that owns the real property.

  • Affiliate Lender shall have the meaning assigned to such term in Section 9.21(a).

  • Designated Borrower has the meaning specified in the introductory paragraph hereto.

  • Borrower Group means the Borrower and each of its Subsidiaries.

  • U.S. Credit Party means the U.S. Borrower and each U.S. Subsidiary Guarantor.

  • Borrower Parties means the collective reference to the Borrower and its Restricted Subsidiaries, and “Borrower Party” means any one of them.

  • Bank Subsidiary means the subsidiary or subsidiaries or the Bank which may from time to time be specified by the Bank to the Customer;

  • Affiliated Lender means, at any time, any Lender that is the Sponsor or an Affiliate of the Sponsor (other than Holdings, the Borrower or any of their respective Subsidiaries) at such time.

  • SPE Subsidiary means any Subsidiary formed solely for the purpose of, and that engages only in, one or more Securitization Transactions.

  • Domestic Credit Party means any Credit Party that is organized under the laws of any State of the United States or the District of Columbia.

  • Subsidiary Loan Party means each Subsidiary of the Borrower that is a party to the Guarantee Agreement.

  • Affiliated Lender Cap has the meaning assigned to such term in Section 9.05(g)(iv).

  • Purchasing Borrower Party means any of the Borrower or any Restricted Subsidiary.