Residual Transferee Agreement definition

Residual Transferee Agreement. An agreement substantially in the form of Exhibit F hereto.
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Residual Transferee Agreement. A certification and agreement required to be executed and delivered by the prospective transferee of a Residual Certificate pursuant to Section 5.05(c) hereof, which must be substantially in the form of Exhibit 8 hereto.
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Residual Transferee Agreement. A certification and agreement required to be executed and delivered by the prospective transferee of a Class R Certificate pursuant to Section 4.4(b) hereof, substantially in the form of Exhibit F --------- hereto.
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Examples of Residual Transferee Agreement in a sentence

  • Each Holder of a Residual Certificate in each REMIC shall, in its Residual Transferee Agreement, designate the Servicer or an Affiliate of the Servicer, as its agent, to act as the Tax Matters Person for such REMIC.

  • Notwithstanding the foregoing, the Residual Transferee Agreement, Benefit Plan Affidavit, Disqualified Organization Affidavit or TAPRI Certificate shall not be required to be provided upon original issuance of a Residual Certificate to Saxon or SMI or any of their Affiliates or to the Master Servicer, the Trustee or any of their Affiliates for the purpose of acting as the Tax Matters Persons.

  • Each Holder of a Residual Certificate in each REMIC shall, in its Residual Transferee Agreement, designate the Master Servicer or an Affiliate of the Master Servicer, as its agent, to act as the Tax Matters Person for such REMIC.

  • Each Holder of a Class R Certificate shall, in its Residual Transferee Agreement, designate the Trustee, as its agent, to act as the Tax Matters Person for such REMIC.

  • The Trustee’s and the ’s consent to any transfer is further conditioned upon the ’s receipt from the proposed transferee of (x) this Residual Transferee Agreement, (y) a Benefit Plan Affidavit, and (z) a Residual Transfer Affidavit and a certificate of the transferor stating whether the Class R Certificate has “tax avoidance potential” as defined in Treasury Regulations Section 1.860G-3(a)(2) if the Transferee is a Non-U.S. Person.

  • The Transferee agrees to comply with the requirements of Section 9.2 of the Pooling and Servicing Agreement, including, without limitation, the requirements to deliver to the Trustee (x) this Residual Transferee Agreement, (y) a Benefit Plan Affidavit, and (z) a Residual Transferee Affidavit.

  • In the absence of a contrary instruction from the transferor of such Certificate, representation (c) of Section 2 of the Residual Transferee Agreement attached as Exhibit 8 hereto may be left blank.

Related to Residual Transferee Agreement

  • Transferee Letter The meaning specified in Section 12.16.

  • Residual Certificate The Class R Certificate.

  • Certificate Purchase Agreement The Purchase Agreement, dated as of [_______], among the Depositor and the Initial Purchasers, relating to the Privately Offered Certificates.

  • Purported Beneficial Transferee means, with respect to any purported Transfer (or other event) which results in a transfer to a Trust, as provided in Section 6.2.2 of this Article VI, the Purported Record Transferee, unless the Purported Record Transferee would have acquired or owned shares of Capital Stock for another Person who is the beneficial transferee or owner of such shares, in which case the Purported Beneficial Transferee shall be such Person.

  • Issuer SUBI Certificate Transfer Agreement means that certain issuer SUBI certificate transfer agreement, dated as of March 20, 2019, between the Transferor and the Issuer, as amended or supplemented from time to time.

  • Subsequent Transferee has the meaning set forth in Section 4.06(b).

  • IDR Transfer Agreement means an agreement to transfer, subject to the terms of Tariff, Part VI, section 237, Incremental Deliverability Rights to a party for the purpose of eliminating or reducing the need for Local or Network Upgrades that would otherwise have been the responsibility of the party receiving such rights. “Immediate-need Reliability Project” shall have the same meaning provided in the Operating Agreement.

  • Residual Ownership Interest Any record or beneficial interest in the Class R Certificates.

  • Residual Certificates As specified in the Preliminary Statement.

  • Residual Interest Certificate means any of the Class R-I Certificates, the Class R-II Certificates, the Class R-III Certificates or, if issued in accordance with Section 2.06, the Class R-LR Certificates.

  • Class R-1 Residual Interest The uncertificated undivided beneficial interest in REMIC I which has been designated as the single class of “residual interest” in REMIC I pursuant to Section 2.06.

  • Asset Transfer Agreement means the asset transfer agreement dated September 12, 2014 between Centurion Real Estate Opportunities Trust and Centurion Apartment REIT pursuant to which Centurion Apartment REIT seeded the initial portfolio of Centurion Real Estate Opportunities Trust.

  • Transferor Any Person who is disposing by Transfer of any Ownership Interest in a Certificate.

  • Transferee Any Person who is acquiring by Transfer any Ownership Interest in a Certificate.

  • Initial Certificate Transfer Opinion means an opinion rendered by nationally recognized tax counsel (i) upon the initial transfer by the Depositor of a Certificate that results in the Issuer being treated as a partnership for United States federal income tax purposes and (ii) while any Note retained by the Issuer or a Person that is considered the same Person as the Issuer for United States federal income tax purposes is outstanding that (x) such Note will be debt for United States federal income tax purposes or (y) the transfer by the Depositor of such Certificate will not cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation.

  • Permitted Transferee Any Transferee of a Residual Certificate other than a Disqualified Organization or Non-United States Person.

  • Class R Residual Interests The Class R-1 and Class R-2 Residual Interests (which shall be transferable only as a unit evidenced by the Class R Certificates, in accordance with the applicable provisions of Section 5.01).

  • Class R-2 Residual Interest The uncertificated undivided beneficial interest in REMIC II which has been designated as the single class of “residual interest” in REMIC II pursuant to Section 2.11. The Class R-2 Residual Interest, together with the REMIC II Regular Interests, shall be deemed to be a separate series of beneficial interests in the assets of the Trust consisting of the REMIC II Assets pursuant to Section 3806(b)(2) of the Statutory Trust Statute.

  • Subsequent Transfer Agreement A Subsequent Transfer Agreement substantially in the form of Exhibit Q hereto, executed and delivered by and among the Depositor, DLJMC and the Trustee and acknowledged by the Servicers, as provided in Section 2.01 hereof.

  • Class R Certificate The Class R Certificate executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A and evidencing the ownership of the Class LT-R Interest and the residual interest in the Upper Tier REMIC.

  • Share Transfer Agreement means the share transfer agreement, in the agreed form, between the partners in the Company;

  • Class R-X Certificate Any one of the Class R-X Certificates executed by the Trustee and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-R-X and evidencing the ownership of the Class R-IV Interest, the Class R-V Interest and the Class R-VI Interest.

  • Transferee is a qualified institutional buyer" as defined in Rule 144A because (i) the Transferee is an investment company registered under the Investment Company Act of 1940, and (ii) as marked below, the Transferee alone owned and/or invested on a discretionary basis, or the Transferee's Family of Investment Companies owned, at least $100,000,000 in securities (other than the excluded securities referred to below) as of the end of the Transferee's most recent fiscal year. For purposes of determining the amount of securities owned by the Transferee or the Transferee's Family of Investment Companies, the cost of such securities was used, unless the Transferee or any member of the Transferee's Family of Investment Companies, as the case may be, reports its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has been published, in which case the securities of such entity were valued at market. ____ The Transferee owned and/or invested on a discretionary basis $____________________ in securities (other than the excluded securities referred to below) as of the end of the Transferee's most recent fiscal year (such amount being calculated in accordance with Rule 144A). ____ The Transferee is part of a Family of Investment Companies which owned in the aggregate $__________________ in securities (other than the excluded securities referred to below) as of the end of the Transferee's most recent fiscal year (such amount being calculated in accordance with Rule 144A).

  • Subsequent Mortgage Loan Purchase Agreement The agreement between the Depositor and the Seller regarding the transfer of the Subsequent Mortgage Loans by the Seller to the Depositor.

  • Pass-Through Transfer The sale or transfer of some or all of the Mortgage Loans to a trust to be formed as part of a publicly-issued and/or privately placed, rated or unrated, mortgage pass-through transaction, retaining the Company as "servicer" (with or without a master servicer) thereunder.

  • Residual Interests As specified in the Preliminary Statement.