Qualified Equityholder means (i) the REIT or (ii) a bank, savings and loan association, investment bank, insurance company, trust company, commercial credit corporation, pension plan, pension fund or pension advisory firm, mutual fund, real estate investment trust, government entity or plan, real estate company, investment fund, a company regularly engaged in the ownership, operation or investing in or funding of real estate assets, or an institution substantially similar to any of the foregoing, provided in each case under this clause (ii) that such Person (x) has total assets (in name or under management) in excess of $500,000,000.00 and (except with respect to a pension advisory firm or similar fiduciary) capital/statutory surplus or shareholder’s equity in excess of $100,000,000.00 (in both cases, exclusive of the Property), and (y) is regularly engaged in the business of owning and operating real estate (and if such real estate is not comparable to the Property, then such Person will engage a Qualified Manager to manage the Property) or (iii) any other Person reasonably (and promptly) approved by Lxxxxx. Additionally, for a Qualified Equityholder under either clause (ii) or (iii) above, Lender must receive a credit check and bankruptcy, litigation, judgment lien and other customary comparable searches which must be reasonably acceptable to Lender, including that (A) such Qualified Equityholder has not been the subject of any bankruptcy proceedings, voluntary or involuntary, made an assignment for the benefit of creditors or taken advantage of any insolvency act, or any act for the benefit of debtors within the previous seven (7) years, (B) such Qualified Equityholder has not been, and is not controlled by any party which has ever been, convicted of a capital offense or fraud, embezzlement or other financial crime felony, and has no litigation or regulatory action pending or threatened in writing against it which would reasonably be expected to result in a material adverse effect on such Person, and (C) such Qualified Equityholder has never been, and is not affiliated with any person which has been, indicted or convicted for a Patriot Act offense and is not on any anti-terrorism list of the United States of America.
Qualified Equityholder means any of the following:
Qualified Equityholder means (i) Guarantor or (ii) any of the following:
Examples of Qualified Equityholder in a sentence
Any transfer permitted hereunder that results in Borrower ceasing to be Controlled by a Person specified in clauses (i), (ii) or (iii) of the definition of Qualified Equityholder, and each subsequent transfer that again changes the identity of the Qualified Equityholder that Controls Borrower, shall be conditioned upon payment to Lender of a transfer fee in an amount equal to 1.0% of the Principal Indebtedness at the time of such transfer.
The related loan documents permit the sale of the related properties subject to certain conditions, including among others: (A) transferee is a special purpose entity and a Qualified Equityholder, (B) lender's receipt of a nonconsolidation opinion; (C) transferee's assumption of the obligations of the related borrower; and (D) the related property continues to be managed by a Qualifying Manager (as defined in the related loan documents).
If any Borrower Transfers or otherwise encumbers any portion of any Property or any interest therein, or any direct or indirect interest in a Borrower, Qualified Equityholder, or Sponsor is Transferred, in each instance, in violation of the provisions of this Agreement and not otherwise consented to by Lender.
In addition, the lender may, as a condition to approving any proposed transferee that is not a "Qualified Equityholder," require a rating agency confirmation letter.
More Definitions of Qualified Equityholder
Qualified Equityholder shall have the meaning set forth in the Mortgage Loan Agreement.
Qualified Equityholder means any one of the following Persons (in each case, tested immediately prior to the applicable transfer or other applicable transaction):
Qualified Equityholder means (i) Glimcher Properties Limited Partnership (“GPLP”), (ii) Glimcher Realty Trust, or (iii) a bank, saving and loan association, investment bank, insurance company, trust company, commercial credit corporation, pension plan, pension fund or pension advisory firm, mutual fund, government entity or plan, real estate company, real estate investment trust, investment fund or an institution substantially similar to any of the foregoing, provided in each case under this clause (iii) that such Person (x) has total assets (in name or under management) in excess of $1,000,000,000.00 and (except with respect to a pension advisory firm or similar fiduciary) capital/statutory surplus or shareholder's equity in excess of $250,000,000.00 (in both cases, exclusive of the Premises), and (y) is regularly engaged in the business of owning and operating comparable properties in similar or larger metropolitan areas.
Qualified Equityholder means (i) American Realty Capital Trust, Inc. or (ii) a bank, savings and loan association, investment bank, insurance company, trust company, commercial credit corporation, pension plan, pension fund or pension advisory firm, mutual fund, government entity or plan, real estate company, investment fund or an institution substantially similar to any of the foregoing, provided in each case under this clause (ii) that such Person (x) has total assets (in name or under management) in excess of $450,000,000 and (except with respect to a pension advisory firm or similar fiduciary) capital/statutory surplus or shareholder's equity in excess of $100,000,000 (in both cases, exclusive of the Property), (y) is regularly engaged in the business of owning and operating comparable properties in major metropolitan areas and (z) (I) within the last ten (10) years, has not (a) had a credit event that has caused or will cause a material adverse effect on its organization or business operations, (b) been subject to any material, uncured event of default in connection with a loan financing which resulted in (A) litigation or (B) an acceleration of an indebtedness held by Lender or any other secondary market or institutional lender of similar size and with similar operations as Lender or (c) been the subject of any action or proceeding as a debtor under the Bankruptcy Code, and (II) none of the principals or Persons which Control such person or own a material direct or indirect equity interest in such Person have ever been convicted of a felony, or (iii) any other Person reasonably approved by Lender.
Qualified Equityholder means (i) Sponsor, (ii) any Person approved by Lender with respect to which the Rating Condition is satisfied, or (iii) a bank, saving and loan association, investment bank, insurance company, trust company, commercial credit corporation, pension plan, pension fund or pension advisory firm, mutual fund, government entity or plan, real estate company, investment fund or an institution substantially similar to any of the foregoing, provided in each case under this clause (iii) that such Person (x) has total assets (in name or under management) in excess of $650,000,000 and (except with respect to a pension advisory firm or similar fiduciary) capital/statutory surplus or shareholder’s equity in excess of $250,000,000 (in both cases, exclusive of the Property), and (y) is regularly engaged in the business of owning and operating comparable properties in major metropolitan areas.
Qualified Equityholder means (A) a real estate investment trust, bank, saving and loan association, investment bank, insurance company, trust company, commercial credit corporation, pension plan, pension fund or pension advisory firm, mutual fund, government entity or plan, provided that any such person or entity referred to in this clause (A) satisfies the Eligibility Requirements; (B) an investment company, money management firm or “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended, or an institutional “accredited investor” within the meaning of Regulation D under the Securities Act of 1933, as amended, provided that any such person or entity referred to in this clause (B) satisfies the Eligibility Requirements; (C) an institution substantially similar to any of the foregoing entities described in clauses (A) or (B) that satisfies the Eligibility Requirements; (D) any entity (1) Controlled by any of the entities described in clauses (A), (B) or (C) above and (2) in which any of the entities described in clauses (A), (B) or (C) above own a 51% direct or indirect equity ownership interest; (E) a Qualified Trustee in connection with a securitization of, the creation of collateralized debt obligations (“CDO”) secured by or financing through an “owner trust” of, the Loan (collectively, “Securitization Vehicles”), so long as (A) the special servicer or manager of such Securitization Vehicle has the Required Special Servicer Rating and (B) the entire “controlling class” of such Securitization Vehicle, other than with respect to a CDO Securitization Vehicle, is held by one or more entities that are otherwise Qualified Equityholders under clauses (A), (B), (C) or (D) of this definition; provided that the operative documents of the related Securitization Vehicle require that (1) in the case of a CDO Securitization Vehicle, the “equity interest” in such Securitization Vehicle is owned by one or more entities that are Qualified Equityholders under clauses (A), (B), (C) or (D) of this definition and (2) if any of the relevant trustee, special servicer, manager fails to meet the requirements of this clause (E), such person or entity must be replaced by a Person or entity meeting the requirements of this clause (E) within thirty (30) days; or (F) an investment fund, limited liability company, limited partnership or general partnership where a Permitted Fund Manager or an entity that is otherwise a Qualified Equityholder under clauses ...
Qualified Equityholder means