Mezzanine Loan Subsidiary definition

Mezzanine Loan Subsidiary means each now and hereafter formed, acquired or existing Credit Party which (a) is a special purpose entity, (b) is a Subsidiary of the Borrower organized under the laws of the United States, any State thereof, or the District of Columbia, and (c) was formed or acquired for the sole purposes of, and conducts no substantive business other than, the financing of Real Property.
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Mezzanine Loan Subsidiary means Arbor Realty Mezzanine LLC, a wholly owned Subsidiary of the Sellers that is a Special Purpose Entity formed for the sole purpose of holding Mezzanine Loans.
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Mezzanine Loan Subsidiary means CARE Mezz QRS 2007 RE Holdings Corp., a wholly owned Subsidiary of the Seller that is a Special Purpose Entity formed for the sole purpose of holding Mezzanine Loans.
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Examples of Mezzanine Loan Subsidiary in a sentence

  • Neither the Seller nor the Mezzanine Loan Subsidiary has any Indebtedness other than Indebtedness evidenced by this Agreement.

  • Neither Seller nor Mezzanine Loan Subsidiary is transferring any Purchased Assets with any intent to hinder, delay or defraud any of its creditors.

  • The Buyer, the Seller, the Mezzanine Loan Subsidiary and the Guarantor have agreed, subject to the terms and conditions of this Amendment, that the Existing Repurchase Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Repurchase Agreement.

  • A certified copy of a good standing certificate from the jurisdiction of organization of each of Seller, Mezzanine Loan Subsidiary and Limited Guarantor, dated as of no earlier than the date 10 Business Days prior to the Purchase Date with respect to the initial Transaction hereunder.

  • Phone Number: (000) 000-0000 Fax Number: (000) 000-0000 If to Mezzanine Loan Subsidiary: c/o Care Investment Trust Inc.

  • The Seller, Guarantor, Mezzanine Loan Subsidiary and the Buyer each agree that this Agreement and each other Program Agreement prepared in connection with the Transactions set forth herein have been mutually drafted and negotiated by each party, and consequently such documents shall not be construed against either party as the drafter thereof.

  • Neither any Seller, any Guarantor or Mezzanine Loan Subsidiary intends to incur, nor believes that it has incurred, debts beyond its ability to pay such debts as they mature and is not contemplating the commencement of insolvency, bankruptcy, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official in respect of such entity or any of its assets.

  • An Act of Insolvency shall have occurred with respect to Seller, Mezzanine Loan Subsidiary or Limited Guarantor.

  • Each of Seller, Guarantor, Mezzanine Loan Subsidiary and Buyer hereby acknowledges that Buyer shall not have recourse against Seller’s or Guarantor’s shareholders for the obligations hereunder.

  • Any material adverse change in the Property, business, financial condition or operations of Seller, Guarantor, Mezzanine Loan Subsidiary or any of their Affiliates shall occur, in each case as determined by Buyer in its sole good faith discretion, or any other condition shall exist which, in Buyer’s sole good faith discretion, constitutes a material impairment of Seller’s ability to perform its obligations under this Agreement or any other Program Agreement.


More Definitions of Mezzanine Loan Subsidiary

Mezzanine Loan Subsidiary means 111 Debt Acquisition Mezz LLC a wholly owned Subsidiary of the Seller that is a Special Purpose Entity formed for the sole purpose of holding Mezzanine Loans and Mezzanine Loan Junior Interests.
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Mezzanine Loan Subsidiary s security interest in the Mezzanine collateral is covered by a UCC-9 insurance policy (the "UCC-9 Policy") in the maximum principal amount of the Mezzanine Loan insuring that the related pledge is a valid first priority lien on the Mezzanine Collateral, subject only to the exceptions stated therein (or a pro forma title policy or marked up title insurance commitment on which the required premium has been paid exists which evidences that such UCC-9 Policy will be issued), such UCC-9 Policy (or, if it has yet to be issued, the coverage to be provided thereby) is in full force and effect, no material claims have been made thereunder and no claims have been paid thereunder, Mezzanine Loan Subsidiary has not done, by act or omission, anything that would materially impair the coverage under the UCC-9 Policy and as of the Purchase Date, the UCC-9 Policy (or, if it has yet to be issued, the coverage to be provided thereby) will inure to the benefit of Buyer without the consent of or notice to the insurer. Schedule 1(c)-3
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Related to Mezzanine Loan Subsidiary

  • Mezzanine Borrower shall have the meaning set forth in Section 11.6 hereof.

  • Mezzanine Loan means a mezzanine loan secured by equity interests in the Mortgage Loan Borrower.

  • Mezzanine Loan Agreement means that certain Mezzanine Loan Agreement, dated as of the date hereof, between Mezzanine Borrower and Mezzanine Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

  • Mezzanine Loan Documents means the “Loan Documents” as defined in the Mezzanine Loan Agreement.

  • Mezzanine Loans means, collectively, the First Mezzanine Loan, the Second Mezzanine Loan, the Third Mezzanine Loan, the Fourth Mezzanine Loan, the Fifth Mezzanine Loan, the Sixth Mezzanine Loan, the Seventh Mezzanine Loan, the Eighth Mezzanine Loan, the Ninth Mezzanine Loan and any New Mezzanine Loan.

  • Mezzanine Lender shall have the meaning set forth in the first paragraph of this Agreement.

  • Mortgage Loan Borrower shall have the meaning assigned to such term in the recitals.

  • Subsidiary Loan Agreement means the agreement to be entered into between the Borrower and ECTEL pursuant to Section 3.01(b) of this Agreement, as the same may be amended from time to time; and such term includes all schedules to the Subsidiary Loan Agreement;

  • Subsidiary Loan Agreements means the agreements to be entered into pursuant to Section 3.01 (b) of this Agreement, as the same may be amended from time to time, and such term includes all schedules to the Subsidiary Loan Agreements;

  • Second Lien Mortgage Loan A Mortgage Loan secured by a second lien Mortgage on the related Mortgaged Property.

  • Subsidiary Loan Party means any Subsidiary that is not a Foreign Subsidiary or a Receivables Subsidiary.

  • Borrower Pledge Agreement means the Pledge Agreement executed and delivered by the Borrower pursuant to Section 5.1.5, substantially in the form of Exhibit F-1 hereto, as amended, supplemented, restated or otherwise modified from time to time.

  • Financing Subsidiary means an SPE Subsidiary or an SBIC Subsidiary.

  • First Lien Mortgage Loan A Mortgage Loan secured by a first lien Mortgage on the related Mortgaged Property.

  • Subsidiary Loan Parties means (a) the Subsidiaries identified on Schedule I and (b) each other Subsidiary that becomes a party to this Agreement as a Subsidiary Loan Party after the Effective Date.

  • Project Financing Subsidiary means any Restricted Subsidiary of the Borrower (or any other Person in which Borrower directly or indirectly owns a 50% or less interest) whose principal purpose is to incur Project Financing or to become an owner of interests in a Person so created to conduct the business activities for which such Project Financing was incurred, and substantially all the fixed assets of which Subsidiary or Person are those fixed assets being financed (or to be financed) in whole or in part by one or more Project Financings.

  • Mortgage Borrower shall have the meaning set forth in the Recitals to this Agreement.

  • Refinancing Mortgage Loan Any Mortgage Loan originated in connection with the refinancing of an existing mortgage loan.

  • Second Lien Loan A Mortgage Loan secured by a second lien Mortgage on the related Mortgaged Property.

  • Permitted First Priority Refinancing Debt means any secured Indebtedness incurred by the Borrower in the form of one or more series of senior secured notes or senior secured loans; provided that (i) such Indebtedness is secured by the Collateral on a pari passu basis with the Obligations and is not secured by any property or assets of Holdings and its Subsidiaries other than the Collateral, (ii) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness in respect of Term Loans, (iii) such Indebtedness does not mature prior to the Maturity Date of the Refinanced Debt and such Indebtedness shall have a Weighted Average Life to Maturity that is not shorter than the Refinanced Debt, (iv) to the extent applicable, the security agreements relating to such Indebtedness are substantially the same as the Security Documents (with such differences as are reasonably satisfactory to the Administrative Agent), (v) no Restricted Subsidiary guarantees such Indebtedness unless it is a Subsidiary Guarantor (or becomes a Subsidiary Guarantor substantially concurrently with the incurrence of such Indebtedness); provided that, if, at any time, such Restricted Subsidiary ceases to be a Guarantor, it shall not guarantee such Indebtedness, (vi) the other terms and conditions of such Indebtedness (excluding pricing, fees, rate floors, premiums, optional prepayment or optional redemption provisions) reflect market terms and conditions at the time of incurrence and issuance; provided, that, to the extent such terms and documentation are not substantially identical to the Indebtedness being refinanced, (x) such terms (taken as a whole) shall be less favorable to the providers of such Permitted First Priority Refinancing Debt than those applicable to the Indebtedness being refinanced, except, in each case, for financial or other covenants or other provisions contained in such Indebtedness that are applicable only after the then Latest Maturity Date, or (y) such documentation shall be reasonably acceptable to the Administrative Agent and (vii) a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to a Pari Passu Intercreditor Agreement and the Administrative Agent shall have become a party to the Pari Passu Intercreditor Agreement (or any then-existing Pari Passu Intercreditor Agreement shall have been amended or replaced in a manner reasonably acceptable to the Administrative Agent, which results in such Senior Representative having rights to share in the Collateral as provided in clause (i) above). Permitted First Priority Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

  • Subsidiary Financing Agreement means any agreement to be entered into between the Borrower and a Participating Bank pursuant to Section 3.01 (b) of this Agreement, as the same may be amended from time to time;

  • Mezzanine Investments means debt Securities (including convertible debt Securities (other than the “in-the-money” equity component thereof)) and Preferred Stock in each case (a) issued by public or private issuers, (b) issued without registration under the Securities Act, (c) not issued pursuant to Rule 144A under the Securities Act (or any successor provision thereunder), (d) that are not Cash Equivalents and (e) contractually subordinated in right of payment to other debt of the same issuer.

  • Second Lien Loan Documents means the “Loan Documents” as defined in the Second Lien Credit Agreement.

  • Permitted Junior Priority Refinancing Debt means secured Indebtedness (including any Registered Equivalent Notes) incurred by the Parent Borrower, and if applicable, any Co-Borrower, in the form of one or more series of junior priority secured notes or junior priority secured loans; provided that (i) such Indebtedness is secured by the Collateral on a second priority (or other junior priority) basis to the liens securing the Obligations and the obligations in respect of any Permitted First Priority Refinancing Debt and is not secured by any property or assets of a Borrower or any Restricted Subsidiary other than the Collateral, (ii) such Indebtedness may be secured by a Lien on the Collateral that is junior to the Liens securing the Obligations and the obligations in respect of any Permitted First Priority Refinancing Debt, notwithstanding any provision to the contrary contained in the definition of “Credit Agreement Refinancing Indebtedness,” (iii) a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to or otherwise subject to the provisions of the Intercreditor Agreements, (iv) such Indebtedness does not mature or have scheduled amortization payments of principal or payments of principal and is not subject to mandatory redemption, repurchase, prepayment or sinking fund obligations (except customary asset sale or change of control provisions that provide for the prior repayment in full of the Loans and all other Obligations), in each case prior to 91 days after the Latest Maturity Date at the time such Indebtedness is incurred, (v) such Indebtedness is not at any time guaranteed by any Subsidiaries other than Subsidiaries that are Co-Borrowers or Guarantors and (vi) the security agreements relating to such Indebtedness are substantially the same as or more favorable to the Loan Parties than the Collateral Documents (with such differences as are reasonably satisfactory to the Agent). Permitted Junior Priority Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

  • Foreign Subsidiary means any Subsidiary that is not a Domestic Subsidiary.