Early Adoption Increased Costs Representation definition

Early Adoption Increased Costs Representation has the meaning given to such term in Section 2.10. "Early Amortization Event" means, on any date of determination, that: (i) as of any Reporting Date, the arithmetic mean of the Conduit Portfolio Net Loss Ratio (Prime) for the three Collection Periods immediately DB1/ 139452285.4 14 154304283v7 preceding such Reporting Date is greater than 4.00% (provided, that no Early Amortization Event will occur under this clause (i) if a Significant Take-out Date occurred during any of such three Collection Periods); (ii) as of any Reporting Date, the arithmetic mean of the Conduit Portfolio Net Loss Ratio (Non-Prime) for the three Collection Periods immediately preceding such Reporting Date is greater than 6.00% (provided, that no Early Amortization Event will occur under this clause (ii) if a Significant Take-out Date occurred during any of such three Collection Periods); (iii) as of any Reporting Date, the arithmetic mean of the Conduit Portfolio Delinquency Ratio for the three Collection Periods immediately preceding such Reporting Date is greater than 4.00% (provided, that no Early Amortization Event will occur under this clause (iii) if a Significant Take-out Date occurred during any of such three Collection Periods); (iv)as of any Reporting Date, the arithmetic mean of the Conduit Portfolio Deferral Ratio for the three Collection Periods immediately preceding such Reporting Date is greater than 1.50% (provided, that no Early Amortization Event will occur under this clause (iv) if a Significant Take-out Date occurred during any of such three Collection Periods); (v) a Borrowing Base Deficiency exists that has not been cured for at least three Business Days; provided, that if such Borrowing Base Deficiency would not have occurred but for the occurrence of a Step-up Event, then no Early Amortization Event will occur under this clause (v) unless such Borrowing Base Deficiency continues to exist as of the Reporting Date that occurs during the third Collection Period after the Collection Period during which such Borrowing Base Deficiency first existed; (vi)a breach of any Financial Covenant (Lithia) or any Financial Covenant (DFC) has occurred; (vii) any Servicer Termination Event (other than a Servicer Termination Event of the type specified in subsections (l), (m), (n) or (o) of Section 7.13) occurs; (viii) a Termination Event has occurred; or (ix)a Material Adverse Change has occurred. provided, that any Early Amortization Event may be waived in a writing by the ...
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Early Adoption Increased Costs Representation has the meaning given to such term in Section 2.10. "Early Amortization Event" means, on any date of determination, that: (i) as of any Reporting Date, the arithmetic mean of the Conduit Portfolio Net Loss Ratio (Prime) for the three Collection Periods immediately preceding such Reporting Date is greater than 4.00% (provided, that no Early Amortization Event will occur under this clause (i) if a Significant Take-out Date occurred during any of such three Collection Periods);
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Early Adoption Increased Costs Representation. Electronic Chattel Paper Condition," "Electronic Contract," "Electronic Vault," "Electronic Vault Provider," Electronic Vault Services Agreement," "Electronic Vault System," "Fully Hedged," "Hedge Reserve Account," "Hedge Reserve Account Required Amount," "Mandatory Hedging Condition," "SOFR Determination Date," "SOFR Rate Day," "Tangible Contract," "Target Rate," and "U.S. Government Securities Business Day" thereto in appropriate alphabetical order: "'Adjusted Daily Simple SOFR' means an interest rate per annum equal to (i) the Daily Simple SOFR plus (ii) the Credit Adjustment." "'Credit Adjustment' has the meaning given to such term in the Fee Letter." "'Early Adoption Increased Costs' has the meaning given to such term in Section 2.10." "'Early Adoption Increased Costs Representation' has the meaning given to such term in Section 2.10." "'Electronic Chattel Paper Condition' means, with respect to any Receivable, the Contract of which is an Electronic Contract, the satisfaction of the following conditions: (i) delivery to the Administrative Agent of a legal opinion in a form reasonably acceptable to the Administrative Agent from a nationally recognized law firm to the effect that, as a legal matter, the Collateral Custodian has 'control' (within the meaning of Section 9-105 of the UCC as then in effect in the relevant State) of each Electronic Contract pledged to the Administrative Agent pursuant to this Agreement, in accordance with the related documents and procedures described in such legal opinion and with respect to the applicable Electronic Vault System and (ii) written approval by the Administrative Agent of the related Electronic Vault Provider in connection therewith." "'Electronic Contract' means a Contract that constitutes ‘electronic chattel paper’ (under and as defined in Article 9 of the UCC as then in effect in the relevant State) evidencing any Receivable." "'Electronic Vault' means the electronic vault wherein custody of Electronic Contracts shall be maintained in electronic form through a third-party Electronic Vault Provider that enables electronic contracting pursuant to the related Electronic Vault Services Agreement." "'Electronic Vault Provider' means a third-party provider of the technology platform on which the Electronic Vault operates " "'Electronic Vault Services Agreement' means an agreement among the Collateral Custodian and an Electronic Vault Provider pursuant to which the Electronic Vault Provider maintains the related E...
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Examples of Early Adoption Increased Costs Representation in a sentence

  • For the avoidance of doubt, the Borrower shall not be required to pay any Early Adoption Increased Costs incurred by any Lender prior to the expiration of sixty (60) days after receipt by the Borrower of the Early Adoption Increased Costs Representation from or on behalf of such Lender.

  • The Early Adoption Increased Costs Representation shall be conclusive absent manifest error.


More Definitions of Early Adoption Increased Costs Representation

Early Adoption Increased Costs Representation has the meaning given to such term in Section 2.10." "'Electronic Chattel Paper Condition' means, with respect to any Receivable, the Contract of which is an Electronic Contract, the satisfaction of the following conditions: (i) delivery to the Administrative Agent of a legal opinion in a form reasonably acceptable to the Administrative Agent from a nationally recognized law firm to the effect that, as a legal matter, the Collateral Custodian has 'control' (within the meaning of Section 9-105 of the UCC as then in effect in the relevant State) of each Electronic Contract pledged to the Administrative Agent pursuant to this Agreement, in accordance with the related documents and procedures described in such legal opinion and with respect to the applicable Electronic Vault System and (ii) written approval by the Administrative Agent of the related Electronic Vault Provider in connection therewith." "'Electronic Contract' means a Contract that constitutes ‘electronic chattel paper’ (under and as defined in Article 9 of the UCC as then in effect in the relevant State) evidencing any Receivable." "'Electronic Vault' means the electronic vault wherein custody of Electronic Contracts shall be maintained in electronic form through a third-party Electronic Vault Provider that enables electronic contracting pursuant to the related Electronic Vault Services Agreement." "'Electronic Vault Provider' means a third-party provider of the technology platform on which the Electronic Vault operates " "'Electronic Vault Services Agreement' means an agreement among the Collateral Custodian and an Electronic Vault Provider pursuant to which the Electronic Vault Provider maintains the related Electronic Vault."
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Related to Early Adoption Increased Costs Representation

  • Additional Day-ahead Scheduling Reserves Requirement means the portion of the Day- ahead Scheduling Reserves Requirement that is required in addition to the Base Day-ahead Scheduling Reserves Requirement to ensure adequate resources are procured to meet real-time load and operational needs, as specified in the PJM Manuals.

  • Master Servicer Event of Termination As defined in Section 7.01 hereof.

  • Available Master Servicer Compensation With respect to any Distribution Date, the sum of (a) the Master Servicing Fee for such Distribution Date, (b) interest earned through the business day preceding the applicable Distribution Date on any Prepayments in Full remitted to the Master Servicer and (c) the aggregate amount of Month End Interest remitted by the Servicers to the Master Servicer pursuant to the related Servicing Agreements.

  • Additional Special Servicing Compensation As defined in Section 3.11(d).

  • Additional Servicing Expenses means (a) all Property Protection Advances, fees and/or expenses incurred by and reimbursable to any Servicer, Trustee, Certificate Administrator or fiscal agent pursuant to the Servicing Agreement relating solely to the Mortgage Loan, and (b) all interest accrued on Advances made by (x) any Servicer or Trustee in accordance with the terms of the Servicing Agreement or (y) any Non-Lead Servicer or Non-Lead Trustee in accordance with the terms of the Non-Lead Securitization Servicing Agreement.

  • Reference Interest Rate Replacement Conforming Changes means, with respect to any Reference Interest Rate Replacement, any technical, administrative or operational changes (including changes to the definition of "Interest Period", timing and frequency of determining rates and making payments of interest, changes to the definition of "Corresponding Tenor" solely when such tenor is longer than the Interest Period and other administrative matters) that the Issuer or its designee decides may be appropriate to reflect the adoption of such Reference Interest Rate Replacement in a manner substantially consistent with market practice (or, if the Issuer or its designee decides that adoption of any portion of such market practice is not administratively feasible or if the Issuer or its designee determines that no market practice for use of the Reference Interest Rate Replacement exists, in such other manner as the Issuer or its designee determines is reasonably necessary).

  • Servicer Termination Notice Defined in Section 6.15.

  • Servicer Event of Termination One or more of the events described in Section 7.01.

  • Servicing Transfer Costs All reasonable costs and expenses incurred by the Trustee in connection with the transfer of servicing from a predecessor servicer, including, without limitation, any costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee to service the Mortgage Loans properly and effectively.

  • Reverse Termination Fee shall have the meaning set forth in Section 9.2(b).

  • Section 385 Expanded Group shall have the meaning set forth in Treasury Regulation Section 1.385-1(c)(4) for an “expanded group”.

  • Additional Servicing Compensation means any servicing compensation (other than Servicing Fees, Special Servicing Fees, Workout Fees or Liquidation Fees) that any Servicer is entitled to retain under the Servicing Agreement.

  • Qualifying Replacement Capital Covenant has the meaning specified in the Replacement Capital Covenant.

  • Master Servicer Termination Test With respect to any Distribution Date, the Master Servicer Termination Test will be failed if the Cumulative Loss Percentage exceeds 4.00%.

  • Extended Term Loan Repayment Amount shall have the meaning provided in Section 2.5(c).

  • Additional Effective Date means the date the Additional Registration Statement is declared effective by the SEC.

  • Corrective Extension Amendment has the meaning specified in Section 2.16(6).

  • Qualified Replacement Special Servicer A Person as to which all the following conditions are satisfied at the relevant date of determination: (A)(i) all the representations and warranties set forth in Section 2.06 are true and accurate as applied to such Person (other than any change in the entity type or the state or jurisdiction of formation), (ii) there is no event or circumstances that constitutes, or would constitute, but for notice or the passage of time, a Servicer Termination Event with respect to such Person under this Agreement, (iii) such Person is not the Trust Advisor or an Affiliate of the Trust Advisor and there exists no agreement as a result of which, whether or not subject to any condition or contingency, such Person would become an Affiliate of the Trust Advisor or merge or be consolidated with or into the Trust Advisor (regardless of the identity of the surviving Person) or succeed to any portion of the business of the Trust Advisor that includes the Trust Advisor’s rights or duties under this Agreement, (iv) neither such Person nor any Affiliate of such Person is obligated, whether by agreement or otherwise, and whether or not subject to any condition or contingency, to pay any fee to, or otherwise compensate or grant monetary or other consideration to, the Trust Advisor or any Affiliate thereof in connection with this Agreement, (x) in connection with the special servicing obligations that such Person would assume under this Agreement or the performance thereof or (y) in connection with the appointment of such Person as, or any recommendation by the Trust Advisor for such Person to become, the successor Special Servicer, (v) such Person is not entitled to receive any compensation from the Trust Advisor in connection with its activities under this Agreement and (vi) such Person is not entitled to receive from the Trust Advisor or any Affiliate thereof any fee in connection with the appointment of such Person as successor Special Servicer, unless, in the case of each of the foregoing clauses (i) through (vi), the appointment of such Person as successor Special Servicer has been expressly approved by 100% of the Certificateholders; and (B) is not a Prohibited Party and has not been terminated in the capacity of Master Servicer or Special Servicer hereunder in whole or in part as a result of a Servicer Termination Event under Section 7.01(a)(xv), unless the appointment of such Person as successor Special Servicer has been expressly approved by Depositor acting in its reasonable discretion.

  • Servicer Termination Events (or any analogous term under the Lead Securitization Servicing Agreement) include customary market termination events with respect to failure to make advances, failure to timely remit payments to the Non-Lead Note Holders as required hereunder or under the Lead Securitization Servicing Agreement (subject to no more than one business day grace period), failure to timely deposit amounts into any REO Account or to remit to a Servicer for deposit into a related collection or custodial account, failure to deliver (or cause to be delivered) materials or information required in order for each Non-Lead Note Holder or each Non-Lead Depositor to timely comply with its obligations under the Exchange Act, the Securities Act and Form SF-3, and for rating agency downgrades or other triggers with respect to any certificates issued in connection with a Non-Lead Securitization, subject to customary grace periods (provided that, in the case of failures related to the securities laws, such grace periods will not cause a Non-Lead Depositor to fail to comply with the applicable provisions of such securities laws). Upon the occurrence of such a Servicer Termination Event with respect to the Master Servicer affecting a Non-Lead Securitization Note Holder and the Master Servicer is not otherwise terminated pursuant to the Lead Securitization Servicing Agreement, the Master Servicer shall be required, upon the direction of such Non-Lead Securitization Note Holder, to appoint a subservicer with respect to such Non-Lead Securitization Note. Upon the occurrence of a Servicer Termination Event with respect to the Special Servicer affecting a Non-Lead Securitization Note Holder and the Special Servicer is not otherwise terminated pursuant to the Lead Securitization Servicing Agreement, the Trustee shall, upon direction of such Non-Lead Securitization Note Holder, terminate the Special Servicer with respect to, but only with respect to, the Mortgage Loan;

  • Intent-Based Replacement Disclosure means, as to any Qualifying Preferred Stock or Qualifying Capital Securities, that the issuer has publicly stated its intention, either in the prospectus or other offering document under which such securities were initially offered for sale or in filings with the Commission made by the issuer under the Securities Exchange Act prior to or contemporaneously with the issuance of such securities, that the issuer will redeem or purchase such securities only with the proceeds of replacement capital securities that have terms and provisions at the time of redemption or repurchase that are as or more equity-like than the securities then being redeemed or repurchased, raised within 180 days prior to the applicable redemption or repurchase date. Notwithstanding the use of the term “Intent-Based Replacement Disclosure” in the definitions of “Qualifying Capital Securities” and “Qualifying Preferred Stock”, the requirement in each such definition that a particular security or the related transaction documents include Intent-Based Replacement Disclosure shall be disregarded and given no force or effect for so long as the Corporation is a bank holding company within the meaning of the Bank Holding Company Act of 1956, as amended.

  • Additional Representation has the meaning specified in Section 3.

  • Operating Advisor Termination Event As defined in Section 7.06(a) of this Agreement.

  • Monthly Qualification Cycle means a period beginning one (1) Business Day prior to the first day of the current Statement Cycle through one (1) Business Day prior to the close of the current Statement Cycle.

  • Optional Extended Local Calling Scope Arrangement Traffic is traffic that under an optional Extended Local Calling Scope Arrangement chosen by the Customer terminates outside of the Customer’s basic exchange serving area.

  • Servicer Termination Test With respect to any Distribution Date, the Servicer will fail the Servicer Termination Test if the Realized Loss Percentage for the Mortgage Loans exceeds the applicable percentages set forth below with respect to such Distribution Date: January 2006 through December 2007 2.75% January 2008 through December 2008 3.25% January 2009 through December 2009 3.75% January 2010 and thereafter 4.50%

  • Increased Facility Activation Notice means a notice substantially in the form of Exhibit B-1.