Interest Transfer definition

Interest Transfer means if Tenant is a corporation, trust, partnership, limited liability company or other entity, (i) the transfer of a Controlling Interest or a majority of the voting stock, beneficial interest, partnership interests, membership interests or other ownership interests therein (whether at one time or in the aggregate) or (ii) the sale, mortgage, hypothecation, or pledge of more than 50% of Tenant’s net assets. A “Controlling Interest” means the effective control over the management of such entity.
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Interest Transfer means the transfer of all membership interests in Exchange Borrower to SCCP or another entity indirectly wholly owned and controlled by City Office, as evidenced by an instrument executed by the transferor(s) and the required transferee (a fully-executed copy of which instrument shall have been delivered to Lender), and the reaffirmation by Borrower of its obligations under the Loan Documents and the Environmental Indemnity and by Liable Party of its obligations under the Guaranty and the Environmental Indemnity, all in a manner reasonably satisfactory to Lender, subject to the conditions that (i) prior to the transfer, Borrower provides to Lender a new organizational chart reflecting the Interest Transfer that is reasonably acceptable to Lender, (ii) at Lender’s election, prior to the transfer, Borrower obtains current searches on the entities on such organizational chart as requested by Lender, the results of which searches are reasonably acceptable to Lender, (iii) concurrently with such transfer, Borrower’s operating agreement is replaced with an Amended and Restated Limited Liability Company Agreement in the form attached hereto as Exhibit E, (iv) prior to the transfer, Borrower shall have provided to Lender copies of the organizational documents of the transferee and of the entities that Control such transferee, which organizational documents shall be reasonably acceptable to Lender (including, without limitation, if SCCP is the transferee, a modification of SCCP’s purpose as set forth in its limited partnership agreement to allow SCCP’s ownership of all of the membership interests in Borrower), and (v) following any such transfer, the Borrower shall continue to be able to make the representations and warranties set forth in Section 4.1.2 (Litigation), Section 4.1.5 (No Plan Assets), Section 4.1.25 (Foreign Person), Section 4.1.28 (Non-Relationship), Section 4.1.29 (US Patriot Act), Section 4.1.30 (Criminal Acts), and Section 4.1.31 (No Defaults) of this Agreement and all other representations set forth in the Loan Documents and Environmental Indemnity made by “Borrower”.
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Interest Transfer as described in Section 2.4.
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Examples of Interest Transfer in a sentence

  • The purchase price for the Mortgage Loans shall be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible).

  • In no event shall a Risk Retention Certificate be held as a Global Certificate during the RR Interest Transfer Restriction Period.

  • The purchase price for the Mortgage Loans shall be a combination of (i) the portion of the RR Interest transferred to MSBNA pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible).

  • During the RR Interest Transfer Restriction Period, unless the Retaining Sponsor and the Depositor otherwise consent in writing, the Certificate Administrator shall not permit any Person to copy (other than for internal purposes), and shall not itself provide to any Person copies of, the executed Risk Retention Certificates held by it in the Retained Interest Safekeeping Account.

  • The Purchaser intends to transfer the RR Interest to Xxxxxx Xxxxxxx Bank, N.A. (“MSBNA”), Bank of America, National Association and Xxxxx Fargo Bank, National Association pursuant to the RR Interest Transfer Agreement, dated as of the date hereof (the “RR Interest Transfer Agreement”), between the Depositor, MSBNA, Bank of America, National Association and Xxxxx Fargo Bank, National Association.

  • In no event shall a Class VRR Certificate be held as a Global Certificate during the VRR Interest Transfer Restriction Period.

  • The purchase price for the Mortgage Loans shall be a combination of (i) the portion of the VRR Interest transferred to the Mortgage Loan Seller pursuant to the VRR Interest Transfer Agreement and (ii) a cash amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible).

  • During the VRR Interest Transfer Restriction Period, unless the Retaining Sponsor and the Depositor otherwise consent in writing, the Certificate Administrator shall not permit any Person to copy (other than for internal purposes), and shall not itself provide to any Person copies of, the executed Class VRR Certificates held by it in the VRR Interest Safekeeping Account.

  • During the RR Interest Transfer Restriction Period, unless the Retaining Sponsor and the Depositor otherwise consent in writing, the Certificate Administrator shall not permit any Person to copy (other than for internal purposes), and shall not itself provide to any Person copies of, the executed Certificates held by it in the Retained Interest Safekeeping Account.

  • In no event shall a Certificate evidencing the RR Interest be held as a Global Certificate during the RR Interest Transfer Restriction Period.


More Definitions of Interest Transfer

Interest Transfer has the meaning set forth in Section 9.1(a).
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Interest Transfer means if Tenant is a corporation, trust, partnership, limited liability company or other entity, (a) the transfer of a Controlling Interest in the voting stock, beneficial interest, partnership interests, membership interests or other ownership interests therein (whether at one time or in the aggregate) or (b) the sale, mortgage, hypothecation, or pledge of more than 25% of Tenant’s net assets. Notwithstanding the foregoing, if Tenant is a publicly traded company, no change of stock ownership of Tenant shall constitute an Interest Transfer. A “Controlling Interest” means the effective control over the management of such entity.
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Interest Transfer means any sale, assignment, gift, hypothecation, pledge or other disposition, whether voluntary or by operation of law, of an Interest or any portion thereof, or an interest in the profits and losses of and/or distributions by the Company, and shall include any change in control of any Member. The admission of any new Member, whether as a result of the exercise by any Person of any Option or Warrant in accordance with Section 6.04 of the Operating Agreement or the result of the admission of a new Member to the Company pursuant to Section 6.01 of the Operating Agreement shall not constitute an Interest Transfer.
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Interest Transfer has the meaning for such term set forth in Section 3.2(b)(i).
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Interest Transfer means, with respect to a Member, (a) a Transfer of all of or any portion of such Member's Membership Interest or (b) a Change in Control with respect to such Member.
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Related to Interest Transfer

  • Interest Transfer Amount For any Distribution Date and for any Undercollateralized Group, an amount equal to one month's interest on the applicable Principal Transfer Amount at the weighted average Certificate Interest Rate of the applicable Undercollateralized Group, plus any interest accrued on such Undercollateralized Group remaining unpaid from prior Distribution Dates.

  • Securitization Transfer The sale or transfer of some or all of the Mortgage Loans to a trust or other entity as part of a publicly-issued or privately-placed, rated or unrated mortgage pass-through or other mortgage-backed securities transaction.

  • Purchaser Interest means, at any time, an undivided percentage ownership interest (computed as set forth below) associated with a designated amount of Capital, selected pursuant to the terms and conditions hereof in (i) each Receivable arising prior to the time of the most recent computation or recomputation of such undivided interest, (ii) all Related Security with respect to each such Receivable, and (iii) all Collections with respect to, and other proceeds of, each such Receivable. Each such undivided percentage interest shall equal: where: C = the Capital of such Purchaser Interest. AR = the Aggregate Reserves. NRB = the Net Receivables Balance. Such undivided percentage ownership interest shall be initially computed on its date of purchase. Thereafter, until the Amortization Date, each Purchaser Interest shall be automatically recomputed (or deemed to be recomputed) on each day prior to the Amortization Date. The variable percentage represented by any Purchaser Interest as computed (or deemed recomputed) as of the close of the business day immediately preceding the Amortization Date shall remain constant at all times thereafter.

  • Optimal Interest Remittance Amount For each Distribution Date, the product of (A) (x) the weighted average of the Net Mortgage Rates for the Mortgage Loans as of the first day of the related Collection Period divided by (y) 12 and (B) the Aggregate Loan Balance as of the first day of the related Collection Period (not including for this purpose Mortgage Loans for which prepayments in full have been received and distributed in the month prior to that Distribution Date).

  • Asset Transfer means a sale, lease, exclusive license or other disposition of all or substantially all of the assets of the Company.

  • Group I Interest Remittance Amount With respect to any Distribution Date, that portion of the Available Funds for such Distribution Date attributable to interest received or advanced with respect to the Group I Mortgage Loans.

  • Simple Interest Mortgage Loan Those simple interest loans as noted on the Mortgage Loan Schedule under the data field designated “DSI.”

  • Principal Funding Investment Proceeds means, with respect to each Transfer Date, the investment earnings on funds in the Principal Funding Account (net of investment expenses and losses) for the period from and including the immediately preceding Transfer Date to but excluding such Transfer Date.

  • Principal Funding Investment Shortfall means, with respect to each Transfer Date relating to the Controlled Accumulation Period, the amount, if any, by which the Principal Funding Investment Proceeds for such Transfer Date are less than the Covered Amount determined as of such Transfer Date.

  • Group II Interest Remittance Amount With respect to any Distribution Date, that portion of the Available Funds for such Distribution Date attributable to interest received or advanced with respect to the Group II Mortgage Loans.

  • Residual Funding Facility means any funding arrangement with a financial institution or institutions or other lenders or purchasers under which advances are made to the Company or any Restricted Subsidiary secured by Residual Interests.

  • Principal Transfer Amount For any Distribution Date and any Undercollateralized Group, the excess, if any, of the aggregate Class Principal Balance of the Class A Certificates related to such Undercollateralized Group over the aggregate Stated Principal Balance of the Mortgage Loans in such Group.

  • Interest Remittance Amount For any Distribution Date and Loan Group, an amount equal to the sum of (1) all interest collected (other than related Payaheads, if applicable) or advanced in respect of Scheduled Payments on the Mortgage Loans in such Loan Group during the related Collection Period, the interest portion of Payaheads previously received and intended for application in the related Collection Period and the interest portion of all Payoffs and Curtailments received on the Mortgage Loans in such Loan Group during the related Prepayment Period (other than interest on Principal Prepayments that occur during the portion of the Prepayment Period that is in the same calendar month as the related Distribution Date), less (x) the Servicing Fees (other than any Excess Servicing Fee) and any lender paid Primary Insurance Policy premiums with respect to such Mortgage Loans and (y) unreimbursed Advances and other amounts due to a Servicer, the Back-Up Servicer or the Trustee with respect to such Mortgage Loans, to the extent allocable to interest, (2) all Compensating Interest Payments paid by a Servicer with respect to the related Mortgage Loans with respect to such Distribution Date, (3) the portion of any Substitution Adjustment Amount and Repurchase Price paid with respect to such Mortgage Loans during the calendar month immediately preceding the Distribution Date, in each case allocable to interest and the proceeds of any purchase of the Mortgage Loans by the Terminating Entity pursuant to Section 9.01 in an amount not exceeding the interest portion of the Par Value, (4) all Net Liquidation Proceeds, and any Insurance Proceeds and other recoveries (net of unreimbursed Advances, Servicing Advances and expenses, to the extent allocable to interest, and unpaid Servicing Fees) collected with respect to such Mortgage Loans during the prior calendar month, to the extent allocable to interest, (5) any amounts withdrawn from the Capitalized Interest Amount to pay interest on the related Certificates with respect to such Distribution Date and (6) the aggregate Excess Servicing Fee to be distributed to the Class A-IO-S Certificates.

  • Asset Interest is defined in Section 2.1(b).

  • Interest Reserve Loan Each Actual/360 Mortgage Loan.

  • Special Pass-Through Entity means a grantor trust, S corporation, or partnership (as determined, in each case, for Federal income tax purposes) where more than 50% of the value of any beneficial owner’s interest in such pass through entity is attributable to the pass-through entity’s interest in the Retained Note.

  • Qualified Securitization Transaction means any transaction or series of transactions that may be entered into by the Company or any of its Restricted Subsidiaries pursuant to which the Company or any of its Subsidiaries may sell, convey or otherwise transfer to:

  • Day Delinquent Mortgage Loan Each Mortgage Loan with respect to which any portion of a Scheduled Payment is, as of the last day of the prior Due Period, three months or more past due (without giving effect to any grace period), including each Mortgage Loan in foreclosure, all REO Property and each Mortgage Loan for which the Mortgagor has filed for bankruptcy.

  • Interest Rate Cap Payment (a) With respect to the Class A-2 Certificates and the first 36 Distribution Dates, the amount, if any, equal to the product, determined on an "actual/360" basis, of (i) the excess, if any, of the lesser of (A) the one-month LIBOR rate as of the related reset date under the Class A-2 Cap Agreement and (B) the applicable cap ceiling rate set forth on Schedule A to such Interest Rate Cap Agreement for such Distribution Date over the applicable cap strike rate set forth on Schedule A to such Interest Rate Cap Agreement for such Distribution Date; (ii) the applicable Class A-2 notional amount set forth on Schedule A to the Class A-2 Cap Agreement for such Distribution Date and (iii) the multiplier set forth on Schedule A to such Interest Rate Cap Agreement; (b) with respect to the Class M Certificates and the first 44 Distribution Dates, the amount, if any, equal to the product, determined on an "actual/360" basis, of (i) the excess, if any, of the lesser of (A) the one-month LIBOR rate as of the related reset date under the Class M Cap Agreement and (B) the applicable cap ceiling rate set forth on Schedule A to such Interest Rate Cap Agreement for such Distribution Date over the applicable cap strike rate set forth on Schedule A to such Interest Rate Cap Agreement for such Distribution Date; (ii) the applicable Class M notional amount set forth on Schedule A to the Class M Cap Agreement for such Distribution Date and (iii) the multiplier set forth on Schedule A to such Interest Rate Cap Agreement; and (c) with respect to the Class B Certificates, and the first 44 Distribution Dates, the amount, if any, equal to the product, determined on an "actual/360" basis, of (i) the excess, if any, of the lesser of (A) the one-month LIBOR rate as of the related reset date under the Class B Cap Agreement and (B) the applicable cap ceiling rate set forth on Schedule A to such Interest Rate Cap Agreement for such Distribution Date over the applicable cap strike rate set forth on Schedule A to such Interest Rate Cap Agreement for such Distribution Date; (ii) the applicable Class B notional amount set forth on Schedule A to the Class B Cap Agreement for such Distribution Date and (iii) the multiplier set forth on Schedule A to such Interest Rate Cap Agreement.

  • Co-op Loan A Mortgage Loan secured by the pledge of stock allocated to a dwelling unit in a residential cooperative housing corporation and a collateral assignment of the related Co-op Lease.

  • VWAP Purchase Amount means, with respect to any particular VWAP Purchase Notice, the portion of the Available Amount to be purchased by the Buyer pursuant to Section 1(c) hereof pursuant to a valid VWAP Purchase Notice which requires the Buyer to buy the VWAP Purchase Share Percentage of the aggregate shares traded on the Principal Market during normal trading hours on the VWAP Purchase Date up to the VWAP Purchase Share Volume Maximum, subject to the VWAP Minimum Price Threshold.

  • Principal Transaction means any transaction between the Sponsor, the Manager or any of their respective Affiliates, on the one hand, and the Company or one of its Subsidiaries, on the other hand.

  • Principal Funding Account shall have the meaning specified in subsection 4.03(a)(i).

  • Floating Swap Payment With respect to any Distribution Date, a floating amount equal to the product of (i) Swap LIBOR, (ii) the related Base Calculation Amount (as defined in the Interest Rate Swap Agreement), (iii) 250 and (iv) a fraction, the numerator of which is the actual number of days elapsed from and including the previous Floating Rate Payer Payment Date (as defined in the Interest Rate Swap Agreement) to but excluding the current Floating Rate Payer Payment (or, for the first Floating Rate Payer Payment Date, the actual number of days elapsed from the Closing Date to but excluding the first Floating Rate Payer Payment Date), and the denominator of which is 360.

  • Repurchase Amount shall have the meaning set forth in Section 4.2 hereof.

  • Net Swap Payment With respect to each Distribution Date, the net payment required to be made pursuant to the terms of the Swap Agreement by either the Swap Provider or the Swap Administrator, which net payment shall not take into account any Swap Termination Payment.