Lower Tier Entity definition

Lower Tier Entity means any of Master Lease Guarantor, HoldCo or any Intermediate HoldCo Entity.
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Lower Tier Entity has the meaning set forth in Section 5.2(d).
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Examples of Lower Tier Entity in a sentence

  • If KBS Acquisition acquires any subsidiary in a Lower Tier Entity Foreclosure, Seller shall deliver (or cause KBS Acquisition to deliver) to Buyer a guarantee of this Agreement from such subsidiary and a pledge of all of such subsidiary's assets to Buyer as security for such guarantee.

  • Without the unanimous approval of the Management Committee, the Managing Member will not be permitted to cause the LLC to take (or, when applicable, cause a Lower Tier Entity to take) any action that would constitute a Major Decision.

  • The LLC may, at the Managing Member's option, establish one or more bank accounts in the name of a Lower Tier Entity to hold the funds of such Lower Tier Entity.

  • No Member shall incur any liability to the LLC or to a Lower Tier Entity or any Unaffiliated Member as a result of such Member's interest in such other property or pursuit of such other business interests, and neither the LLC nor any Member or any Lower Tier Entity shall have any right to participate in such other property or business or to receive or share in any income or profits derived therefrom.

  • Additional capital which is required for the business of a Lower Tier Entity shall be (x) contributed by the LLC to the capital of the applicable Lower Tier Entity or (y) loaned by the LLC to such Lower Tier Entity on such loan terms as are determined by the Managing Member.

  • From the date hereof until the Closing, Sellers shall not cause or permit any Partnership or Lower Tier Entity to dissolve, terminate, liquidate, merge with or consolidate into another Person except as required by the fiduciary duty of the general partner of such Partnership or Lower Tier Entity.

  • With respect to the Property located in Freeport, New York, the Lower Tier Entity has completed all development, the Village of Freeport has issued a certificate of completion with respect to the Property and no municipal consents are required with respect to the transfers and transactions contemplated hereby.

  • All net real estate Tax refunds and credits attributable to any tax year ending on or prior to the tax year ("Pre-Closing Tax Year") (net of any refund payments to tenants under Space Leases) in which the Closing occurs shall belong to and be the property of Contributor, Contributor Parent, any Lower Tier Entity or any New Lower Tier Entity.

  • The Conveyed LP Units and the limited partnership, general partnership and/or limited liability company membership interests in each New Lower Tier Entity to be sold to Limited Partner and Limited Partner Entity pursuant to the terms hereof, when sold and delivered for the consideration set forth herein, shall be duly and validly issued, fully paid and nonassessable and free and clear of any liens or encumbrances of any kind whatsoever, except as set forth in the Partnership Agreement or this Agreement.

  • Partner shall report and shall cause Operating Partnership and each New Lower Tier Entity to report, for all tax purposes, the transactions undertaken pursuant to this Agreement and all of the other transactions undertaken in connection therewith consistent with the form of such transactions and the structure contemplated by this Agreement.

Related to Lower Tier Entity

  • Lower-Tier REMIC As described in the Preliminary Statement.

  • Lower Tier Interest As described in the Preliminary Statement.

  • Lower Tier REMIC Interests Each of the Class LTA-1 Interest, the Class LTA-2A Interest, the Class LTA-2B Interest, the Class LTA-2C Interest, the Class LTA-2D Interest, the Class LTM-1 Interest, the Class LTM-2 Interest, the Class LTM-3 Interest, the Class LTM-4 Interest, the Class LTM-5 Interest, the Class LTM-6 Interest, the Class LTB-1 Interest, the Class LTB-2 Interest, the Class LTB-3 Interest, the Class LTIX Interest, the Class LTIIX Interest, the Class LTII1A Interest, the Class LTII1B Interest, the Class LTII2A Interest, the Class LTII2B Interest, the Class LT-IO Interest and the Class LTR Interest.

  • Lower-Tier Regular Interests The respective classes of “regular interests”, within the meaning of Code Section 860G(a)(1), in the Lower-Tier REMIC, designated as the Class XX-0, Xxxxx XX-0, Class LA-3, Class LA-4, Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG and Class LVRR Lower-Tier Regular Interests.

  • Lower-Tier Municipality means a Municipality that forms part of an Upper-Tier Municipality for municipal purposes, as defined under the Municipal Act, 2001, S.O. 2001, c. 25.

  • Lower-Tier Regular Interest Each of the Class LT-A-1, Class LT-A-2, Class LT-A-3, Class LT-A-4, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-M-4, Class LT-M-5, Class LT-M-6, Class LT-B-1, Class LT-B-2, Class LT-B-3, Class LT-IO and Class LT-Accrual Interests as described in the Preliminary Statement.

  • Lower-Tier Principal Balance The principal amount of any Lower-Tier Regular Interest outstanding as of any date of determination. As of the Closing Date, the Lower-Tier Principal Balance of each Lower-Tier Regular Interest shall equal the original Lower-Tier Principal Balance as set forth in the Preliminary Statement hereto. On each Distribution Date, the Lower-Tier Principal Balance of each Lower-Tier Regular Interest shall be permanently reduced by all distributions of principal deemed to have been made in respect of such Lower-Tier Regular Interest on such Distribution Date pursuant to Section 4.01(a)(ii) of this Agreement, and shall be further permanently reduced on such Distribution Date by all applicable Realized Losses deemed to have been allocated thereto on such Distribution Date pursuant to Section 4.01(f) of this Agreement, such that at all times the Lower-Tier Principal Balance of a Lower-Tier Regular Interest shall equal the Certificate Balance of the Corresponding Certificates. The Lower-Tier Principal Balance of any Lower-Tier Regular Interest may be increased on a particular Distribution Date as and to the extent contemplated by Section 4.01(g) of this Agreement.

  • Upper-Tier REMIC As described in the Preliminary Statement.

  • Lower Tier REMIC Regular Interests Each of the Lower Tier REMIC Interests other than the Class LTR Interest.

  • Corresponding Lower-Tier Regular Interest As identified in the Preliminary Statement with respect to any Class of Regular Certificates, Class PEZ Regular Interest or Component.

  • Lower Tier Principal Distribution Amount With respect to any calendar month, the sum of (i) the Cash Flow Distribution Amount and (ii) the Lower Tier Accrual Amount, if any.

  • Lower Tier REMIC Regular Interest As specified in the Preliminary Statement.

  • Lower Tier Participant refers any participant who has entered into a covered transaction with a First Tier Participant or other Lower Tier Participants (such as subcontractors and suppliers).

  • Upper-Tier Regular Interest As described in the Preliminary Statement.

  • Middle-Tier REMIC As described in the Preliminary Statement.

  • Lower-Tier REMIC Distribution Account The account or accounts created and maintained as a separate account (or separate sub-account within the same account as the Upper-Tier REMIC Distribution Account) or accounts by the Certificate Administrator pursuant to Section 3.05(b) of this Agreement, which (subject to any changes in the identities of the Trustee and/or the Certificate Administrator) shall be entitled “Citibank, N.A., as Certificate Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered Holders of Citigroup Commercial Mortgage Trust 2020-GC46, Commercial Mortgage Pass-Through Certificates, Series 2020-GC46, and the Uncertificated VRR Interest Owner, Lower-Tier REMIC Distribution Account” and which must be an Eligible Account. The Lower-Tier REMIC Distribution Account shall be an asset of the Lower-Tier REMIC.

  • Uncertificated Lower-Tier Interests Any of the Class LA1, Class LA2, Class LA3, Class LA4, Class LA5, Class LASB, Class LAS, Class LB, Class LC, Class LD, Class LE, Class LF and Class LNR Uncertificated Interests.

  • Lower-Tier Interest Rate As described in the Preliminary Statement.

  • Lower-Tier Distribution Amount As defined in Section 5.02(a).

  • Uncertificated Lower-Tier Interest A regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and is entitled to monthly distributions as provided in Section 5.02(a) hereof. Any of the Class 1-L Interest, Class 1-LS Interest, Class 2-L Interest, Class 2-LS Interest, Class 3-L Interest, Class 3-LS Interest, Class 4-L Interest and Class 4-LS Interest are Uncertificated Lower-Tier Interests.

  • REMIC I Interests The REMIC I Regular Interests and the Class R-I Certificates.

  • Lower-Tier Principal Amount As described in the Preliminary Statement.

  • Class R-3 Interest The uncertificated Residual Interest in REMIC 3.

  • Class R-I Interest The uncertificated Residual Interest in REMIC I.

  • Class R-IV Interest The uncertificated Residual Interest in REMIC IV.

  • Upper-Tier REMIC Distribution Account The trust account or accounts created and maintained as a separate trust account (or separate sub-account within the same account as the Lower-Tier REMIC Distribution Account) or accounts by the Certificate Administrator pursuant to Section 3.05(b) of this Agreement, which (subject to any changes in the identities of the Trustee and/or the Certificate Administrator) shall be entitled “Citibank, N.A., as Certificate Administrator, on behalf of Deutsche Bank Trust Company Americas, as Trustee, for the benefit of the registered Holders of Citigroup Commercial Mortgage Trust 2017-P7, Commercial Mortgage Pass-Through Certificates, Series 2017-P7, Upper-Tier REMIC Distribution Account” and which must be an Eligible Account.