Subsidiary REMIC 2 Sample Clauses

Subsidiary REMIC 2. The Subsidiary REMIC 2 Regular Interests, each of which is hereby designated a REMIC regular interest for federal income tax purposes, shall have the following principal balances, pass-through rates and Corresponding Classes of Certificates in the manner set forth in the following table: LT–Accrual Interest 1/2 Loan Group IV Mortgage Pool balance plus 1/2 Overcollateralization Amount on Closing Date (1) X/X X-0 X/X X/X X/X _______________
Sample 1Sample 2Sample 3See All (16)
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Subsidiary REMIC 2. The Subsidiary REMIC 2 Regular Interests, each of which is hereby designated a REMIC regular interest for federal income tax purposes, shall have the following principal balances, pass-through rates and corresponding classes of Subsidiary REMIC 3 interests in the manner set forth in the following table: REMIC Interests Initial Balance Pass- Through Rate Corresponding Class in Subsidiary REMIC 3 LT-V-M-2 1/4 Corresponding Master Class balance (1) MT V-M-2 LT-V-M-3 1/4 Corresponding Master Class balance (1) MT V-M-3 LT-Group A GSA 1% of the Subordinate Group VA Balance (2) N/A LT-Group A 1/4 Group VA Mortgage Pool Balance less the LT-Group A GSA initial balance (2) N/A LT-Group B GSA 1% of the Subordinate Group VB Balance (3) N/A LT-Group B 1/4 Group VB Mortgage Pool Balance less the LT-Group B GSA initial balance (3) N/A LT–Accrual Interest Loan Group V Mortgage Pool balance less the initial balance of each remaining Subsidiary REMIC 2 Regular Interest (1) X/X
Sample 1See All (5)
Subsidiary REMIC 2. The Subsidiary REMIC 2 Regular Interests, each of which is hereby designated a REMIC regular interest for federal income tax purposes, shall have the following principal balances and pass-through rates in the manner set forth in the following table: MT-1-A-1 $39,820,000 6.500% 0-X-0 XX-0-X-0 $89,078,000 6.000% 0-X-0 XX-0-X-0 $86,668,000 5.500% 0-X-0 XX-0-X-0 $37,530,000 5.000% 0-X-0 XX-0-X-0 $22,918,000 6.500% 0-X-0 XX-0-X-0 $65,025,000 5.250% 0-X-0 XX-0-X-0 $100,098,000 4.500% 0-X-0 XX-0-X-0 $21,879,500 8.00% 0-X-0, 0-X-0 XX-0-X-0 $109,397,500 5.000% 0-X-0 XX-0-X-0 $7,831,000 5.500% 0-X-0 XX-0-X-0 $16,207,000 5.500% 8-A-5 MT-15-PO $3,244,871 0.000% 15-PO MT-30-PO $975,907 0.000% 30-PO MT-1-A-X (1) 6.500% 1-A-X MT-2-A-X (2) 6.000% 2-A-X MT-3-A-X (3) 5.500% 3-A-X MT-C-A-X (4) 5.000% C-A-X MT-7-A-X (5) 4.500% 7-A-X MT-8-A-X (6) 5.500% 8-A-X MT-A-LR $50.00 5.500% A-LR MT-A-UR $50.00 5.500% A-UR MT-B-1 $8,403,000 (7) B-1 MT-B-2 $2,017,000 (7) B-2 MT-B-3 $1,009,000 (7) B-3 MT-B-4 $840,000 (7) B-4 MT-B-5 $672,000 (7) B-5 MT-B-6 $505,219 (7) B-6 MT-B-I-1 $10,610,000 (8) B-I-1 MT-B-I-2 $3,736,000 (8) B-I-2 MT-B-I-3 $2,242,000 (8) B-I-3 MT-B-I-4 $1,644,000 (8) B-I-4 MT-B-I-5 $1,345,000 (8) B-I-5 MT-B-I-6 $1,345,534 (8) B-I-6 _______________
Sample 1See All (4)
Subsidiary REMIC 2. The Subsidiary REMIC 2 Regular Interests, each of which is hereby designated a REMIC regular interest for federal income tax purposes, shall have the following principal balances, pass-through rates and Corresponding Classes of Certificates in the manner set forth in the following table: LT-VI-M-1 1/2 Corresponding Master Class balance (1) VI-M-1 LT-VI-M-2 1/2 Corresponding Master Class balance (1) VI-M-2 LT-VI-M-3 1/2 Corresponding Master Class balance (1) VI-M-3 LT–Accrual Interest 1/2 Loan Group VI Mortgage Pool balance plus 1/2 Overcollateralization Amount on Closing Date (1) X/X X-0 X/X X/X X/X _______________
Sample 1See All (4)
Subsidiary REMIC 2. The Subsidiary REMIC 2 Regular Interests, each of which is hereby designated a REMIC regular interest for federal income tax purposes, shall have the following principal balances, pass-through rates and Corresponding Classes of Certificates in the manner set forth in the following table: REMIC Interests Initial Balance Pass- Through Rate Corresponding Class of Master REMIC Interest LT-VI-A-2 1/2 Corresponding Master Class balance (1) VI-A-2 LT-VI-A-3 1/2 Corresponding Master Class balance (1) VI-A-3 LT-VI-A-4 1/2 Corresponding Master Class balance (1) VI-A-4 LT-VI-M-1 1/2 Corresponding Master Class balance (1) VI-M-1 LT-VI-M-2 1/2 Corresponding Master Class balance (1) VI-M-2 LT–Accrual Interest 1/2 Loan Group VI Mortgage Pool balance plus 1/2 Overcollateralization Amount on Closing Date (1) X/X X-0 X/X X/X X/X _______________
Sample 1
Subsidiary REMIC 2. Subsidiary REMIC 2 shall be evidenced by (x) the Class F1, Class F2, Class F3, Class F4, Class F5, Class F6, Class F7, Class F8, Class F9, Class F10, Class F11, Class F12, Class F13, Class F14, Class F15, Class F16, Class F17, Class F18, Class F19, Class F20, Class F21, Class F22, Class F23, Class F24 and Class F25 Interests (the “Group I Subsidiary REMIC 2 Regular Interests”), the Class V1, Class V2, Class V3, Class V4, Class V5, Class V6, Class V7, Class V8, Class V9, Class V10, Class V11, Class V12, Class V13, Class V14, Class V15, Class V16 and Class V17 Interests (the “Group II Subsidiary REMIC 2 Regular Interests”) and the Class PO Interest (together, the “Subsidiary REMIC 2 Regular Interests”), which (i) shall be uncertificated and non-transferable, and (ii) are hereby designated as the “regular interests” in Subsidiary REMIC 2 and (y) the LT2-R Interest, which is hereby designated as the single “residual interest” in Subsidiary REMIC 2 (the Subsidiary REMIC 2 Regular Interests, together with the LT2-R Interest, the “Subsidiary REMIC 2 Interests”). The Subsidiary REMIC 2 Regular Interests shall be recorded on the records of Subsidiary REMIC 2 as being issued to and held by the Trustee on behalf of Subsidiary REMIC 3. The Subsidiary REMIC 2 Interests shall have the following designations, initial principal balances and interest rates: F1 (4) (1) V1 (5) (2) F2 $2,196,000 (1) V2 $5,935,000 (2) F3 $4,939,000 (1) V3 $23,910,000 (2) F4 $4,986,000 (1) V4 $18,399,000 (2) F5 $5,013,000 (1) V5 $2,510,000 (2) F6 $5,021,000 (1) V6 $9,968,000 (2) F7 $5,009,000 (1) V7 $3,217,000 (2) F8 $1,006,000 (1) V8 $2,604,000 (2) F9 $2,730,000 (1) V9 $12,757,000 (2) F10 $4,400,000 (1) V10 $3,000,000 (2) F11 $4,100,000 (1) V11 $2,800,000 (2) F12 $3,800,000 (1) V12 $8,200,000 (2) F13 $3,500,000 (1) V13 $2,000,000 (2) F14 $3,200,000 (1) V14 $1,800,000 (2) F15 $3,000,000 (1) V15 $6,000,000 (2) F16 $2,800,000 (1) V16 $1,200,000 (2) F17 $2,600,000 (1) V17 $15,700,000 (2) F18 $2,300,000 (1) F19 $2,200,000 (1) F20 $2,100,000 (1) F21 $1,800,000 (1) F22 $1,800,000 (1) F23 $1,600,000 (1) F24 $1,500,000 (1) F25 $18,400,000 (1) PO (3) (3) LT2-R (6) (6) (1) The interest rate on these Subsidiary REMIC 2 Regular Interests shall at any time of determination equal the weighted average rate of the Class 2 and Class 3 Interests in Subsidiary REMIC 1, weighted on the principal balances of such Interests. (2) The interest rate on these Subsidiary REMIC 2 Regular Interests shall at any time of det...
Sample 1
Subsidiary REMIC 2. The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each uncertificated REMIC interest in Subsidiary REMIC 2: Subsidiary REMIC 2 Interest Initial Principal Balance Interest Rate Corresponding Class of Master REMIC Certificates LT2-Grp III (1) 5.750% N/A (10) LT2-III-X (2) (2) III-X LT2-III-PO (3) (4) A-P LT2-Grp IV (5) 6.000% N/A LT2-IV-X (6) (6) IV-X LT2-IV-P (7) (8) IV-P LT2-R (9) (9) N/A
Sample 1
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Related to Subsidiary REMIC 2

  • Upper Tier REMIC REMIC 4.

  • any Subsidiary of an Unrestricted Subsidiary The Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Issuer or any Restricted Subsidiary of the Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided that (1) any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by the Issuer; (2) such designation complies with Section 10.10; and

  • Collateral Fund Permitted Investments The Company shall, at the written direction of the Purchaser, invest the funds in the Collateral Fund in Collateral Fund Permitted Investments. Such direction shall not be changed more frequently than quarterly. In the absence of any direction, the Company shall select such investments in accordance with the definition of Collateral Fund Permitted Investments in its discretion. All income and gain realized from any investment as well as any interest earned on deposits in the Collateral Fund (net of any losses on such investments) and any payments of principal made in respect of any Collateral Fund Permitted Investment shall be deposited in the Collateral Fund upon receipt. All costs and realized losses associated with the purchase and sale of Collateral Fund Permitted Investments shall be borne by the Purchaser and the amount of net realized losses shall be deposited by the Purchaser in the Collateral Fund promptly upon realization. The Company shall periodically (but not more frequently than monthly) distribute to the Purchaser upon request an amount of cash, to the extent cash is available therefore in the Collateral Fund, equal to the amount by which the balance of the Collateral Fund, after giving effect to all other distributions to be made from the Collateral Fund on such date, exceeds the Required Collateral Fund Balance. Any amounts so distributed shall be released from the lien and security interest of this Agreement.

  • REMIC II (a) On each Distribution Date, following any allocations of Trust Advisor Expenses on such Distribution Date pursuant to Section 6.11, the Certificate Administrator shall be deemed to distribute to itself on behalf of the Trustee, as holder of the REMIC II Regular Interests, amounts distributable to any Class of Principal Balance Certificates (other than the Exchangeable Certificates) and the EX XXXXX III Regular Interests, pursuant to Section 6.5, Section 6.10 or Section 11.1, with respect to such Class’s or EX XXXXX III Regular Interest’s Corresponding REMIC II Regular Interest. (b) All distributions made in respect of a Class of Class X Certificates on any Distribution Date pursuant to Section 6.5, Section 6.10 or Section 11.1, and allocable to any particular Class X REMIC III Regular Interest, shall be deemed to have first been distributed from REMIC II to REMIC III in respect of such Class X REMIC III Regular Interest’s Corresponding REMIC II Regular Interest. (c) All distributions made in respect of the Exchangeable Certificates on any Distribution Date pursuant to Section 6.5, Section 6.10 or Section 11.1, and allocable to any particular EX XXXXX III Regular Interest, shall be deemed to have first been distributed from REMIC II to REMIC III in respect of such EX XXXXX III Regular Interest’s Corresponding REMIC II Regular Interest. (d) [Reserved] (e) For purposes of Section 6.4(a), Section 6.4(b), Section 6.4(c) and Section 6.4(d), if the subject distribution on or in respect of any Class of REMIC III Regular Certificates, Exchangeable Certificates or EX XXXXX III Regular Interest was a distribution of interest, principal, Prepayment Premiums or in reimbursement of previously allocated Collateral Support Deficits or Trust Advisor Expenses, then the corresponding distribution deemed to be made on a REMIC II Regular Interest shall be deemed to also be, respectively, a distribution of interest, principal, Prepayment Premiums or in reimbursement of previously allocated Collateral Support Deficits or Trust Advisor Expenses with respect to such REMIC II Regular Interest. (f) Any amounts remaining in the Distribution Account with respect to REMIC II on any Distribution Date after the foregoing distributions shall be distributed to the Holders of the Class R Certificates with respect to the REMIC II Residual Interest.

  • Distributions on the REMIC Regular Interests (a) On each Distribution Date, the Trustee shall cause the Available Distribution Amount, in the following order of priority, to be distributed by REMIC 1 to REMIC 2 on account of the REMIC 1 Regular Interests or withdrawn from the Certificate Account and distributed to the Holders of the Class R Certificates (in respect of the Class R-1 Interest), as the case may be: (i) to Holders of REMIC 1 Regular Interest I-1-A through I-59-B, REMIC 1 Regular Interest P and REMIC 1 Regular Interest A-I, pro rata, in an amount equal to (A) Uncertificated Accrued Interest for such REMIC 1 Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates; and (ii) to the extent of amounts remaining after the distributions made pursuant to clause (i) above, payments of principal shall be allocated as follows: first, to REMIC 1 Regular Interests I-1-A through I-59-B starting with the lowest numerical denomination until the Uncertificated Principal Balance of each such REMIC 1 Regular Interest is reduced to zero, provided that, for REMIC 1 Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC 1 Regular Interests, and second to the extent of any Overcollateralization Release to REMIC 1 Regular Interest A-I until the Uncertificated Principal Balance of such REMIC 1 Regular Interest is reduced to zero. (iii) to the Holders of REMIC 1 Regular Interest P, (A) on each Distribution Date, 100% of the amount paid in respect of Prepayment Charges and (B) on the Distribution Date immediately following the expiration of the latest Prepayment Charge as identified on the Prepayment Charge Schedule or any Distribution Date thereafter until $100 has been distributed pursuant to this clause; (b) On each Distribution Date, the Trustee shall cause the Available Distribution Amount, in the following order of priority, to be distributed by REMIC 2 to REMIC 3 on account of the REMIC 2 Regular Interests or withdrawn from the Certificate Account and distributed to the Holders of the Class R Certificates (in respect of the Class R-2 Interest), as the case may be: (i) first, to the Holders of REMIC 2 Regular Interest IO, in an amount equal to (A) Uncertificated Accrued Interest for such REMIC 2 Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates and second, to the Holders of REMIC 2 Regular Interest AA, REMIC 2 Regular Interest A-1, REMIC 2 Regular Interest A-1M, REMIC 2 Regular Interest A-1W, REMIC 2 Regular Interest A-2A, REMIC 2 Regular Interest A-2B, REMIC 2 Regular Interest A-2C, REMIC 2 Regular Interest A-2D, REMIC 2 Regular Interest M-1, REMIC 2 Regular Interest M-2, REMIC 2 Regular Interest M-3, REMIC 2 Regular Interest M-4, REMIC 2 Regular Interest M-5, REMIC 2 Regular Interest M-6, REMIC 2 Regular Interest M-7, REMIC 2 Regular Interest M-8, REMIC 2 Regular Interest B, REMIC 2 Regular Interest ZZ, and REMIC 2 Regular Interest P, pro rata, in an amount equal to (A) the related Uncertificated Accrued Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from the previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC 2 Regular Interest ZZ shall be reduced when the REMIC 2 Overcollateralized Amount is less than the REMIC 2 Overcollateralization Target Amount, by the lesser of (x) the amount of such difference and (y) the Maximum Uncertificated Accrued Interest Deferral Amount, and such amount will be payable to the Holders of REMIC 2 Regular Interest A-1, REMIC 2 Regular Interest A-1M, REMIC 2 Regular Interest A-1W, REMIC 2 Regular Interest A-2A, REMIC 2 Regular Interest A-2B, REMIC 2 Regular Interest A-2C, REMIC 2 Regular Interest A-2D, REMIC 2 Regular Interest M-1, REMIC 2 Regular Interest M-2, REMIC 2 Regular Interest M-3, REMIC 2 Regular Interest M-4, REMIC 2 Regular Interest M-5, REMIC 2 Regular Interest M-6, REMIC 2 Regular Interest M-7, REMIC 2 Regular Interest M-8, REMIC 2 Regular Interest B in the same proportion as the Overcollateralization Deficiency Amount is allocated to the Corresponding Certificates and the Uncertificated Principal Balance of REMIC 2 Regular Interest ZZ shall be increased by such amount; (ii) to the Holders of REMIC 2 Regular Interest P, (A) on each Distribution Date, 100% of the amount paid in respect of Prepayment Charges on the Corresponding Certificate and (B) on the Distribution Date immediately following the expiration of the latest Prepayment Charge as identified on the Prepayment Charge Schedule or any Distribution Date thereafter until $100 has been distributed pursuant to this clause; (iii) to the Holders of the REMIC 2 Regular Interests, in an amount equal to the remainder of the Available Funds for such Distribution Date after the distributions made pursuant to clauses (i) and (ii) above, allocated as follows: (A) 98% of such remainder to the Holders of REMIC 2 Regular Interest AA, until the Uncertificated Principal Balance of such REMIC 2 Regular Interest is reduced to zero; (B) 2.00% of such remainder, first, to the Holders of REMIC 2 Regular Interest A-1, REMIC 2 Regular Interest A-1M, REMIC 2 Regular Interest A-1W, REMIC 2 Regular Interest A-2A, REMIC 2 Regular Interest A-2B, REMIC 2 Regular Interest A-2C, REMIC 2 Regular Interest A-2D, REMIC 2 Regular Interest M-1, REMIC 2 Regular Interest M-2, REMIC 2 Regular Interest M-3, REMIC 2 Regular Interest M-4, REMIC 2 Regular Interest M-5, REMIC 2 Regular Interest M-6, REMIC 2 Regular Interest M-7, REMIC 2 Regular Interest M-8, REMIC 2 Regular Interest B, 1% in the same proportion as principal payments are allocated to the Corresponding Certificates, until the Uncertificated Principal Balances of such REMIC 2 Regular Interests are reduced to zero, and second, to the Holders of REMIC 2 Regular Interest ZZ, until the Uncertificated Principal Balance of such REMIC 2 Regular Interest is reduced to zero; provided, however, that 98% and 2% of any principal payments that are attributable to an Overcollateralization Release Amount shall be allocated to Holders of REMIC 2 Regular Interest AA and REMIC 2 Regular Interest ZZ, respectively; and (C) any remaining amount to the Holders of the Class R Certificates (in respect of the Class R-2 Interest);

  • REMIC III On each Distribution Date, following the distributions with respect to the Principal Balance Certificates on such Distribution Date pursuant to Section 6.5, any Collateral Support Deficits with respect to the Principal Balance Certificates on such Distribution Date will be allocated to the respective Classes of Principal Balance Certificates (other than the Exchangeable Certificates) and the respective EX XXXXX III Regular Interests (and correspondingly, the applicable Exchangeable Certificates) as follows: (i) first, to the Class H Certificates, the Class G Certificates, the Class F Certificates, the Class E Certificates and the Class D Certificates, in that order, in each case in reduction of the Aggregate Certificate Balance of the subject Class of Principal Balance Certificates until such Aggregate Certificate Balance is reduced to zero; (ii) second, to the Class C REMIC III Regular Interest (and correspondingly, the Class C Certificates and the Class PST Certificates, pro rata, based on the Class C Percentage Interest and the Class C-PST Percentage Interest, respectively, in the Class C REMIC III Regular Interest); (iii) third, to the Class B REMIC III Regular Interest (and correspondingly, the Class B Certificates and the Class PST Certificates, pro rata, based on the Class B Percentage Interest and the Class B-PST Percentage Interest, respectively, in the Class B REMIC III Regular Interest); (iv) fourth, to the Class A-S REMIC III Regular Interest (and correspondingly, the Class A-S Certificates and the Class PST Certificates, pro rata, based on the Class A-S Percentage Interest and the Class A-S-PST Percentage Interest, respectively, in the Class A-S REMIC III Regular Interest); and (v) fifth, to the Class A-1 Certificates, the Class A-2 Certificates, Class A-SB Certificates, Class A-3 Certificates and Class A-4 Certificates, on a pro rata basis in accordance with, and in reduction of, the respective Aggregate Certificate Balances of such Classes of Principal Balance Certificates until such Aggregate Certificate Balances are reduced to zero.

  • Foreign Subsidiaries Subject to the following sentence, in the event that, at any time, Foreign Subsidiaries have, in the aggregate, (i) total revenues constituting 5% or more of the total revenues of Borrower and its Subsidiaries on a consolidated basis, or (ii) total assets constituting 5% or more of the total assets of Borrower and its Subsidiaries on a consolidated basis, promptly (and, in any event, within 30 days after such time) the Borrower shall cause one or more of such Foreign Subsidiaries to become Subsidiary Guarantors and to have their Equity Interests pledged, each in the manner set forth in Section 8.12(a), such that, after such Subsidiaries become Subsidiary Guarantors, the non-guarantor Foreign Subsidiaries in the aggregate shall cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (i) and (ii) above. Notwithstanding the foregoing, no Foreign Subsidiary shall be required to become a Subsidiary Guarantor, xxxxx x xxxx on any of its assets in favor of the Lenders, or shall have its Equity Interests pledged to secure the Obligations, to the extent that becoming a Subsidiary Guarantor, granting a lien on any of its assets in favor of the Lenders or providing such pledge would result in adverse tax consequences for Borrower and its Subsidiaries, taken as a whole; provided that, if a Foreign Subsidiary is precluded from becoming a Subsidiary Guarantor or having all of its Equity Interests pledged as a result of such adverse tax consequences, to the extent that such Foreign Subsidiary is a “first tier” Foreign Subsidiary, Borrower shall pledge (or cause to be pledged) 65% of the total number of the Equity Interests of such Foreign Subsidiary to the Lenders to secure the Obligations.

  • Designation of Unrestricted Subsidiaries The Borrower Representative may at any time after the Closing Date designate any Restricted Subsidiary as an Unrestricted Subsidiary and subsequently re-designate any Unrestricted Subsidiary as a Restricted Subsidiary, if other than for purposes of designating a Restricted Subsidiary as an Unrestricted Subsidiary that is a Receivables Subsidiary in connection with the establishment of a Qualified Receivables Financing (i) the Interest Coverage Ratio of UK Holdco and the Restricted Subsidiaries for the most recently ended Reference Period preceding such designation or re-designation, as applicable, would have been, on a Pro Forma Basis, at least the lesser of (x) 2.00 to 1.00 and (y) the Interest Coverage Ratio as of the most recently ended Reference Period and (ii) no Event of Default has occurred and is continuing or would result therefrom. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the applicable Loan Party or Restricted Subsidiary therein at the date of designation in an amount equal to the Fair Market Value of the applicable Loan Party’s or Restricted Subsidiary’s investment therein; provided that if any subsidiary (a “Subject Subsidiary”) being designated as an Unrestricted Subsidiary has a subsidiary that was previously designated as an Unrestricted Subsidiary (the “Previously Designated Unrestricted Subsidiary”) in compliance with the provisions of this Agreement, the Investment of such Subject Subsidiary in such Previously Designated Unrestricted Subsidiary shall not be taken into account, and shall be excluded, in determining whether the Subject Subsidiary may be designated as an Unrestricted Subsidiary hereunder. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (x) the incurrence at the time of designation of Indebtedness or Liens of such Subsidiary existing at such time, and (y) a return on any Investment by the applicable Loan Party or Restricted Subsidiary in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market Value at the date of such designation of such Loan Party’s or Restricted Subsidiary’s Investment in such Subsidiary. For the avoidance of doubt, neither a Borrower nor UK Holdco shall be permitted to be an Unrestricted Subsidiary. At any time a Subsidiary is designated as an Unrestricted Subsidiary hereunder, the Borrower Representative shall cause such Subsidiary to be designated as an Unrestricted Subsidiary (or any similar applicable term) under the Senior Secured Notes.

  • Ownership Interest, Etc The Seller shall (and shall cause the Servicer to), at its expense, take all action necessary or desirable to establish and maintain a valid and enforceable undivided percentage ownership or security interest, to the extent of the Purchased Interest, in the Pool Receivables, the Related Security and Collections with respect thereto, and a first priority perfected security interest in the Pool Assets, in each case free and clear of any Adverse Claim, in favor of the Administrator (for the benefit of the Purchasers), including taking such action to perfect, protect or more fully evidence the interest of the Administrator (for the benefit of the Purchasers) as the Administrator, may reasonably request.

  • REMIC The Mortgage Loan is a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code (but determined without regard to the rule in Treasury Regulations Section 1.860G-2(f)(2) that treats certain defective mortgage loans as qualified mortgages), and, accordingly, (A) the issue price of the Mortgage Loan to the related Mortgagor at origination did not exceed the non-contingent principal amount of the Mortgage Loan and (B) either: (a) such Mortgage Loan is secured by an interest in real property (including permanently affixed buildings and distinct structural components, such as wiring, plumbing systems and central heating and air-conditioning systems, that are integrated into such buildings, serve such buildings in their passive functions and do not produce or contribute to the production of income other than consideration for the use or occupancy of space, but excluding personal property) having a fair market value (i) at the date the Mortgage Loan was originated at least equal to 80% of the adjusted issue price of the Mortgage Loan (together with any related Pari Passu Companion Loans) on such date or (ii) at the Closing Date at least equal to 80% of the adjusted issue price of the Mortgage Loan (together with any related Pari Passu Companion Loans) on such date, provided that for purposes hereof, the fair market value of the real property interest must first be reduced by (A) the amount of any lien on the real property interest that is senior to the Mortgage Loan and (B) a proportionate amount of any lien that is in parity with the Mortgage Loan; or (b) substantially all of the proceeds of such Mortgage Loan were used to acquire, improve or protect the real property which served as the only security for such Mortgage Loan (other than a recourse feature or other third-party credit enhancement within the meaning of Treasury Regulations Section 1.860G-2(a)(1)(ii)). If the Mortgage Loan was “significantly modified” prior to the Closing Date so as to result in a taxable exchange under Section 1001 of the Code, it either (x) was modified as a result of the default or reasonably foreseeable default of such Mortgage Loan or (y) satisfies the provisions of either sub-clause (B)(a)(i) above (substituting the date of the last such modification for the date the Mortgage Loan was originated) or sub-clause (B)(a)(ii), including the proviso thereto. Any Prepayment Premiums and Yield Maintenance Charges applicable to the Mortgage Loan constitute “customary prepayment penalties” within the meaning of Treasury Regulations Section 1.860G-1(b)(2). All terms used in this paragraph shall have the same meanings as set forth in the related Treasury Regulations.

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