Permitted Mezzanine Transfer means (a) a pledge of direct or indirect equity interests in Borrower to secure the Mezzanine Loan and (b) any foreclosure (or transfer in lieu thereof) in respect of the Mezzanine Loan, provided that the secured party or the acquirer at foreclosure (or transfer in lieu thereof), as applicable, (i) shall be a Qualified Transferee or (ii) shall have received a Rating Confirmation prior to such foreclosure (or such transfer in lieu of foreclosure), subject in the case of each of clauses (i) and (ii) to the requirement that the Borrower deliver to Lender and the Rating Agencies a nonconsolidation opinion satisfactory to the Rating Agencies with respect to any Person having more than a 49% direct or indirect equity interest (either individually or together with any interests held by an affiliate of such Person) in Borrower.
Permitted Mezzanine Transfer means (a) a pledge of direct or indirect equity interests in Mezzanine Borrower to secure any Junior Mezzanine Loans and (b) any foreclosure (or transfer in lieu thereof) in respect of any Junior Mezzanine Loan, provided that the secured party or the acquirer at foreclosure (or transfer in lieu thereof), as applicable, (i) shall be a Qualified Transferee or (ii) shall have received a Rating Confirmation prior to such foreclosure (or such transfer in lieu of foreclosure), subject in the case of each of clauses (i) and (ii) to the requirement that the Mezzanine Borrower deliver to Mezzanine Lender, the Mortgage Lender and the Rating Agencies a nonconsolidation opinion satisfactory to the Rating Agencies with respect to any Person having more than a 49% direct or indirect equity interest (either individually or together with any interests held by an affiliate of such Person) in Mezzanine Borrower. PERSON shall mean any individual, corporation, partnership, joint venture, limited liability company, estate, trust, unincorporated association, any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing. PHYSICAL CONDITIONS REPORT shall mean the structural engineering report with respect to the Property, (i) prepared by an Independent Architect (ii) addressed to Mezzanine Lender, (iii) prepared based on a scope of work determined by Mortgage Lender in Mortgage Lender's reasonable discretion, and (iv) in form and content acceptable to Mortgage Lender in Mortgage Lender's reasonable discretion, together with any amendments or supplements thereto.
Permitted Mezzanine Transfer means (a) a pledge of the direct equity interest in any (1) Property Owner to secure the First Mezzanine Loan, (2) First Mezzanine Borrower and/or indirect equity interests in any Affiliate to secure the Loan, and (b) any foreclosure (or transfer in lieu thereof) in respect of the Loan or the First Mezzanine Loan, provided that the acquirer at foreclosure (or transfer in lieu thereof) (i) shall be the Lender or the First Mezzanine Lender, as applicable, (ii) shall be a Qualified Transferee or (iii) shall have received a “Rating Confirmation” (as such term is defined in the Senior Loan Agreement as in effect as of the Closing Date) prior to such foreclosure (or such transfer in lieu of foreclosure), subject in the case of each of clauses (i), (ii) and (iii) to the requirement that the applicable Property Owner deliver to Lender and the Rating Agencies a nonconsolidation opinion satisfactory to the Rating Agencies with respect to any Person having more than a 49% direct or indirect equity interest in such Property Owner or as otherwise required by the Rating Agencies (unless such opinion has already been delivered to them with respect to such Person).
Examples of Permitted Mezzanine Transfer in a sentence
Notwithstanding any provision herein to the contrary, nothing contained herein shall be deemed to restrict or otherwise interfere with any Permitted Mezzanine Transfer.
More Definitions of Permitted Mezzanine Transfer
Permitted Mezzanine Transfer. A transfer of membership interests in the Borrower to the Mezzanine Lender (or its nominee) in connection with an enforcement of the remedies under the Mezzanine Loan or by deed or assignment in lieu of such foreclosure or enforcement, in each case to the extent permitted under the Intercreditor Agreement.
Permitted Mezzanine Transfer means (a) a pledge of direct and/or indirect equity interests in any Borrower to secure each Mezzanine Loan, and (b) any foreclosure (or transfer in lieu thereof) in respect of any Mezzanine Loan, provided that the acquirer at foreclosure (or transfer in lieu thereof) (i) shall be the applicable Mezzanine Lender, (ii) shall be a Qualified Transferee or (iii) shall have received a Rating Confirmation prior to such foreclosure (or such transfer in lieu of foreclosure), subject in the case of each of clauses (i), (ii) and (iii) to the requirement that the applicable Borrower deliver to Lender and the Rating Agencies a nonconsolidation opinion satisfactory to the Rating Agencies with respect to any Person having more than a 49% direct or indirect equity interest in such Property Owner or as otherwise required by the Rating Agencies (unless such opinion has already been delivered to them with respect to such Person).
Permitted Mezzanine Transfer means (a) a pledge of direct or indirect equity interests in Mezzanine Borrower, Intermediate Mezzanine Borrower, or Junior Mezzanine Borrower to secure the Intermediate Mezzanine Loan, Junior Mezzanine Loan, or Revolving Credit Loan, and (b) any foreclosure (or transfer in lieu thereof) in respect of the Intermediate Mezzanine Loan, Junior Mezzanine Loan, or Revolving Credit Loan, provided that the acquirer at foreclosure (or transfer in lieu thereof) (i) shall be a Qualified Transferee or (ii) shall have received Mezzanine Lender's prior written consent prior to such foreclosure (or such transfer in lieu of foreclosure), subject in the case of each of clauses (i) and (ii) to the requirement that the Intermediate Mezzanine Borrower, Junior Mezzanine Borrower, and Revolving Credit Borrower deliver to Mezzanine Lender, the Mortgage Lender and the Rating Agencies a nonconsolidation opinion satisfactory to the Rating Agencies with respect to any Person having more than a 49% direct or indirect equity interest (either individually or together with any interests held by an affiliate of such Person) in Borrower. Person shall mean any individual, corporation, partnership, joint venture, limited liability company, estate, trust, unincorporated association, any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing.
Permitted Mezzanine Transfer means (a) a pledge of direct or indirect equity interests in Mezzanine Borrower to secure any Junior Mezzanine Loans, and (b) any foreclosure (or transfer in lieu thereof) in respect of any Junior Mezzanine Loan, provided that the secured party or the acquirer at foreclosure (or transfer in lieu thereof), as applicable, (i) shall be a Qualified Transferee or (ii) shall have received a Rating Confirmation prior to such foreclosure (or such transfer in lieu of foreclosure), subject in the case of each of clauses (i) and (ii) to the requirement that the Mezzanine Borrower deliver to Mezzanine Lender, the Mortgage Lender and the Rating Agencies a nonconsolidation opinion satisfactory to the Rating Agencies with respect to any Person having more than a 49% direct or indirect equity interest (either individually or together with any interests held by an affiliate of such Person) in Mezzanine Borrower. PERSON shall mean any individual, corporation, partnership, joint venture, limited liability company, estate, trust, unincorporated association, any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing.
Permitted Mezzanine Transfer means (a) a pledge of direct or indirect equity interests in Borrower to secure the Mezzanine Loans or Revolving Credit Loan, and (b) any foreclosure (or transfer in lieu thereof) in respect of any Mezzanine Loan and/or Revolving Credit Loan, provided that the secured party or the acquirer at foreclosure (or transfer in lieu thereof), as applicable, (i) shall be a Qualified Transferee or (ii) shall have received a Rating Confirmation prior to such foreclosure (or such transfer in lieu of foreclosure), subject in the case of each of clauses (i) and (ii) to the requirement that the Borrower deliver to Lender and the Rating Agencies a nonconsolidation opinion satisfactory to the Rating Agencies with respect to any Person having more than a 49% direct or indirect equity interest (either individually or together with any interests held by an affiliate of such Person) in Borrower. Person shall mean any individual, corporation, partnership, joint venture, limited liability company, estate, trust, unincorporated association, any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing.
Permitted Mezzanine Transfer means (a) a pledge of direct or indirect equity interests in any Borrower or other applicable entity to secure the Mezzanine Loan, and (b) any foreclosure (or transfer in lieu thereof) in respect of the Mezzanine Loan to Mezzanine Loan Lender or its permitted assignee or successors so long as no default exists by any such Person under the Intercreditor Agreement, provided in each case such pledge (other than the pledge made on the Closing Date in favor of the Current Mezzanine Loan Lender or the initial pledge of collateral made in favor of a New Mezzanine Loan Lender), foreclosure or any other transfer shall be strictly in accordance with and as permitted under the Intercreditor Agreement or as the parties thereto may otherwise agree in writing in each such party’s sole discretion.
Permitted Mezzanine Transfer means (a) a pledge of direct or indirect equity interests in Mezzanine Borrower or Junior Mezzanine Borrower to secure the Junior Mezzanine Loan or Revolving Credit Loan, and (b) any foreclosure (or transfer in lieu thereof) in respect of the Junior Mezzanine Loan or Revolving Credit Loan, provided that the acquirer at foreclosure (or transfer in lieu thereof) (i) shall be a Qualified Transferee or (ii) shall have received Mezzanine Lender's prior written consent prior to such foreclosure (or such transfer in lieu of foreclosure), subject in the case of each of clauses (i) and (ii) to the requirement that the Junior Mezzanine Borrower and Revolving Credit Borrower deliver to Mezzanine Lender, the Mortgage Lender and the Rating Agencies a nonconsolidation opinion satisfactory to the Rating Agencies with respect to any Person having more than a 49% direct or indirect equity interest (either individually or together with any interests held by an affiliate of such Person) in Borrower. Person shall mean any individual, corporation, partnership, joint venture, limited liability company, estate, trust, unincorporated association, any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing.