Assumed Servicing Liability means any Liabilities with respect to any Serviced Appointments (or Serviced Corporate Trust Contracts) that arise out of or relate to facts, circumstances, actions, omissions and/or events occurring from and after the Closing and prior to the applicable Succession Time for such Serviced Appointment; provided that Assumed Servicing Liability shall not include any Liabilities that arise out of or relate to facts, circumstances, actions, omissions and/or events with respect to any Retained Duties or any matters for which Seller or any of its Affiliates is responsible pursuant to Section 3.9.
Assumed Liabilities has the meaning set forth in Section 2.3.
Purchased Interests has the meaning set forth in the Recitals.
Assumed Debt has the meaning set forth in Section 2.2.
Assumed Interest Amount With respect to any Distribution Date and Class of Subordinated Certificates, one month's interest accrued during the related Interest Accrual Period at the Pass-Through Rate for such Class on the applicable Assumed Balance immediately prior to that Distribution Date.
Purchased Interest means, at any time, the undivided percentage ownership interest in: (a) each and every Pool Receivable now existing or hereafter arising, (b) all Related Security with respect to such Pool Receivables and (c) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. Such undivided percentage interest shall be computed as:
Assumed Leases has the meaning set forth in Section 2.6(b).
Transferred Interests has the meaning set forth in the Recitals.
Purchased Assets has the meaning set forth in Section 2.1.
Conveyed Assets shall have the meaning set forth in Section 2.01.
Assumed Interest Rate means the annual yield payable on the last day of the applicable Calculation Period on ten (10) year United States Treasury obligations in amounts approximating the outstanding principal balance of the Loan on the last day of the Calculation Period plus two hundred fifty (250) basis points per annum; provided, however, that the Assumed Interest Rate shall be not less than six percent (6.0%) per annum.
Additional Purchased Assets shall have the meaning set forth in Subsection 3(a).
Mortgage Loan Purchase Price The price, calculated as set forth in Section 10.01, to be paid in connection with the repurchase of the Mortgage Loans pursuant to Section 10.01.
Contributed Interests has the meaning set forth in the recitals to this Agreement.
Seller Notes means the series of unsecured, subordinated promissory notes in the initial aggregate principal amount of $100 million issued to Globetrotter Co-Investment B LP and to the selling equity holders of Lakeland Holdings, LLC (including the intragroup back-to-back notes issued by certain Debtors to other Debtors related thereto) and the guarantees provided by Lakeland Seller Finance, LLC in respect thereof, in connection with that certain Sale and Merger Agreement dated as of November 8, 2017, by and among WS Holdings Acquisition, Inc., as Purchaser, WS Holdings, Inc. as Blocker Corp., Lakeland Holdings, LLC as the Company, Lakeland Merger Sub II, LLC as Merger Sub, Globetrotter Co-Investment B LP as Blocker Seller and, solely in its capacity as Representative in accordance with the terms of the Sale and Merger Agreement, Metalmark Management II LLC.
Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.
Company Subsidiary Securities has the meaning set forth in Section 3.02(d).
Acquired Assets has the meaning set forth in Section 2.1.
Assumed Obligations has the meaning specified in Section 2.2.
Purchased Student Loan means a Trust Student Loan which is, as of the close of business on the last, day of a Collection Period, purchased by the Servicer pursuant to Section 3.05 of the Servicing Agreement or repurchased by the Depositor pursuant to Section 6.01 of the Sale Agreement or purchased by the Sellers pursuant to Section 6.01 of the Purchase Agreements.
Mortgage Assets The Mortgage Loans to be included in the Trust Fund are as described in Annex A hereto.
Transferred Interest means, at any time of determination, an undivided percentage ownership interest in (i) each and every then outstanding Receivable, (ii) all Related Security with respect to each such Receivable, (iii) all Collections with respect thereto, and (iv) other Proceeds of the foregoing, which undivided ownership interest shall be equal to the Aggregate Percentage Factor at such time, and only at such time (without regard to prior calculations). The Transferred Interest in each Receivable, together with Related Security, Collections and Proceeds with respect thereto, shall at all times be equal to the Transferred Interest in each other Receivable, together with Related Security, Collections and Proceeds with respect thereto. To the extent that the Transferred Interest shall decrease as a result of a recalculation of the Aggregate Percentage Factor, the Administrative Agent on behalf of the applicable Class Investors shall be considered to have reconveyed to the Transferor an undivided percentage ownership interest in each Receivable, together with Related Security, Collections and Proceeds with respect thereto, in an amount equal to such decrease such that in each case the Transferred Interest in each Receivable shall be equal to the Transferred Interest in each other Receivable.
Pre-Closing Environmental Liabilities means all environmental conditions at or arising from operations at the Owned Real Property at any time prior to the Closing Date, irrespective of the date of its discovery, including arising as a result of the presence or any Release of any Hazardous Substance on, at, under or migrating onto or from the Owned Real Property, including any environmental conditions on, at, under or migrating onto or from the Owned Real Property in Schedule 1.1(3).
Intercompany Interests means an Interest in a Debtor held by another Debtor and, for the avoidance of doubt, excludes the Existing Equity Interests.
Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.
Transferred Asset means each asset, including any Loan Asset and Substitute Loan Asset (including, if any, the Participation thereof), Conveyed by the Seller to the Purchaser hereunder, including with respect to each such asset, all Related Property; provided that the foregoing will exclude the Retained Interest and the Excluded Amounts.