Underlying Assignment Agreement definition

Underlying Assignment Agreement. Any assignment and acceptance, assignment and assumption, joinder or other assignment agreement, the form of which is specified under the applicable Underlying Instruments for use when assigning the related Loan.
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Underlying Assignment Agreement. Any assignment and acceptance, assignment and assumption, joinder or other assignment agreement, the form of which is specified under the applicable Underlying Instruments for use when assigning the related Portfolio Asset. “Underlying Instruments”: With respect to any Portfolio Asset, the loan agreement, credit agreement or other similar agreement, pursuant to which a Portfolio Asset (or if such Portfolio Asset is a Participation Interest, the relevant Loan relating thereto) or Permitted Investment has been issued or created and each other agreement that governs the terms of or secures the obligations represented by such Portfolio Asset or Permitted Investment or of which the holders of such Portfolio Asset or Permitted Investment are the beneficiaries. “United States”: The United States of America. “Unfunded Exposure Account”: The USD Unfunded Exposure Account, the GBP Unfunded Exposure Account, the Euro Unfunded Exposure Account and the Canadian Dollar Unfunded Exposure Account, as applicable, or all such accounts, as context requires. “Unfunded Exposure Collections” means any amounts deposited in the USD Unfunded Exposure Account, the Canadian Dollar Unfunded Exposure Account, the Euro Unfunded Exposure Account or the GBP Unfunded Exposure Account, in each case, designated by the Borrower to be reserved against the Unfunded Exposure Amount with respect to any Loan denominated in the corresponding currency. “Unfunded Exposure Amount”: On any date of determination, with respect to any Loan, the aggregate amount (without duplication) of all (i) unfunded commitments and (ii) all standby or contingent commitments associated with such Loan. “Unfunded Exposure Equity Amount”: On any date of determination, an amount equal to the sum, for each Loan, of (a) the Unfunded Exposure Amount for such Loan minus (b) the product of (i) the Unfunded Exposure Amount for such Loan, (ii) the Advance Rate for such Loan and (iii) the Assigned Value of such Loan. “Upfront Fee”: The meaning specified in Section 2.11(b). “Unrestricted Cash”: The meaning of “Unrestricted Cash” or any comparable definition in the Underlying Instruments for each Portfolio Asset, and in any case that “Unrestricted Cash” or such comparable definition is not defined in such Underlying Instruments, all cash available for BUSINESS.32224493.
Sample 1
Underlying Assignment Agreement. Any assignment and acceptance, assignment and assumption, joinder or other assignment agreement, the form of which is specified under the applicable Underlying Instruments for use when assigning the related Loan. “Underlying Instruments”: The loan agreement, credit agreement, indenture or other agreement pursuant to which a Loan or Permitted Investment has been issued or created and each other agreement that governs the terms of or secures the obligations represented by such Loan or Permitted Investment or of which the holders of such Loan or Permitted Investment are the beneficiaries. “United States”: The United States of America.
Sample 1

Examples of Underlying Assignment Agreement in a sentence

  • The Sale Agreement (together with each assignment agreement to be delivered pursuant thereto and each Underlying Assignment Agreement) is the only agreement pursuant to which the Borrower has purchased or will purchase, or acquire by way of contribution, Collateral from the Seller or any Affiliate of the Seller, except as otherwise provided in Section 2.3 of the Sale Agreement.

  • The Sale Agreement (together with each assignment agreement to be delivered pursuant thereto, each participation agreement to be delivered pursuant thereto and each Underlying Assignment Agreement) is the only agreement pursuant to which the Borrower has purchased or will purchase, or acquire by way of contribution, Collateral from the Seller or any Affiliate of the Seller, except as otherwise provided in Section 2.3 of the Sale Agreement.

  • The Sale Agreement (together with each assignment agreement to be delivered pursuant thereto and each Underlying Assignment Agreement) and the Master Participation Agreement are the only agreements pursuant to which the Borrower has purchased or will purchase, or acquire by way of contribution, Collateral from the Seller or any Affiliate of the Seller, except as otherwise provided in Section 2.3 of the Sale Agreement.

  • The Servicer further represents and warrants that (i) no notice of termination has been given to the Servicer under the Servicing Agreement and (ii) the representations and warranties contained in Section 3.1 of the Servicing Agreement, as modified by the applicable Underlying Assignment Agreement, are true and correct as of April 30, 2007.

  • Notwithstanding the foregoing, it is understood that the Assignor is not released from liability for any breaches of the representations and warranties made in Section 4 of the Underlying Assignment Agreement or Section 2.7 of the Servicing Agreement, and the Assignee is not undertaking any such liability hereunder.

  • The Assignor has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware with full power and authority (corporate and other) to enter into and perform its obligations under the Underlying Assignment Agreement, the Servicing Agreement, the Commitment Letters, and this Assignment Agreement.

  • The Assignee is a sophisticated investor able to evaluate the risks and merits of the transactions contemplated hereby, and it has not relied in connection therewith upon any statements or representations of the Assignor or the Servicer other than those contained in the the Underlying Assignment Agreement, Servicing Agreement, the Commitment Letters, or this Assignment Agreement.

  • Nothing in any such transfer document or Underlying Assignment Agreement (or, in the case of any Underlying Note, nothing in such chain of endorsement) shall be deemed to impair the sales, conveyances and transfers of the Loans by the Seller to the Purchaser in accordance with the terms of this Agreement.

  • With respect to the Agreements, nothing has occurred or failed to occur from and after the closing date set forth in the Underlying Assignment Agreement to March 30, 2007 that would cause any of the representations and warranties contained in Section 3.02 under the Servicing Agreement to be incorrect in any material respects as of the date hereof as if made on the date hereof.

  • With respect to the Agreements, nothing has occurred or failed to occur from and after the closing date set forth in the Underlying Assignment Agreement to May 24, 2007 that would cause, with respect to those Mortgage Loans purchased pursuant to the 2006 ACAs, any of the representations and warranties contained in Section 3.02 of the 2006 MSWSA to be incorrect in any material respects as of the date hereof, as if made on the date hereof.


More Definitions of Underlying Assignment Agreement

Underlying Assignment Agreement. Any assignment and acceptance, assignment and assumption, joinder or other assignment agreement, the form of which is specified under the applicable Underlying Instruments for use when assigning the related Loan. “Underlying Instruments”: The loan agreement, credit agreement, indenture or other agreement pursuant to which a Loan or Permitted Investment has been issued or created and each other agreement that governs the terms of or secures the obligations represented by such Loan or Permitted Investment or of which the holders of such Loan or Permitted Investment are the beneficiaries. “United States”: The United States of America. “Unfunded Exposure Account”: A Securities Account created and maintained on the books and records of the Collateral Custodian entitled “Unfunded Exposure Account” in the USActive 55525956.1255525956.
Sample 1

Related to Underlying Assignment Agreement

  • IP Assignment Agreement has the meaning set forth in Section 3.2(a)(iii).

  • Purchase Agreement Assignment means the Purchase Agreement and Engine Warranties Assignment [________], dated as of even date with the Participation Agreement, between Lessee and Owner Trustee.

  • Collateral Assignment Agreement has the meaning set forth in Section 10.05.

  • Qualified assignment agreement means an agreement providing for a qualified assignment within the meaning of section 130 of the Internal Revenue Code.

  • Trademark Assignment Agreement has the meaning set forth in Section 2.01.

  • Lender Assignment Agreement means an assignment agreement substantially in the form of Exhibit D hereto.

  • Assignment Agreements The following Assignment, Assumption and Recognition Agreements, each dated as of March 29, 2006, whereby certain Servicing Agreements solely with respect to the related Mortgage Loans were assigned to the Depositor for the benefit of the Certificateholders:

  • Patent Assignment Agreement means the Patent Assignment Agreement attached hereto as Exhibit G.

  • Assignment Agreement means an Assignment and Assumption Agreement substantially in the form of Exhibit E, with such amendments or modifications as may be approved by Administrative Agent.

  • Assignment and Conveyance Agreement As defined in Subsection 6.01.

  • Intellectual Property Assignment Agreement means, with respect to each Specified Business, an agreement in form and substance reasonably acceptable to Seller and Buyer, providing for the assignment of the Transferred Intellectual Property Related to such Specified Business.

  • Assignment/Amendment We reserve the right to change this Service Agreement (including the price or to charge an additional fee) and to delegate any of Our obligations at Our sole discretion provided We give You thirty (30) days’ prior written notice of the changes. The changes will become effective thirty (30) days after We send You the notice. If You do not like the changes, You may cancel this Service Agreement. You may not change this Service Agreement or delegate any of Your obligations. Should certain terms or conditions in this Service Agreement be held to be invalid or unenforceable, the remainder of the terms and conditions in this Service Agreement shall remain valid. Transfer: This Service Agreement is not transferable by You. Responsibility for benefits owed to You: This is not an insurance policy; it is a Service Agreement. HomeServe will serve as Your point-of-contact for all questions or concerns. Our obligations under this Service Agreement are insured under a service contract reimbursement insurance policy. If We fail to pay or to deliver service on a claim within sixty (60) days after proof of loss has been filed, or in the event You cancel this Service Agreement and We fail to issue any applicable refund within sixty (60) days after cancellation, You are entitled to make a claim against the insurer, Virginia Surety Company, Inc., 000 Xxxx Xxxxxxx Xxxx., 11th Floor, Chicago, IL 60604, 0-000-000-0000. Our Liability: To the fullest extent permitted by applicable law, (1) You agree that We and HomeServe, and both of our respective parents, successors, affiliates, approved technicians and our and their officers, directors, employees, affiliates, agents, contractors or similar parties acting on behalf of either Us or HomeServe shall not be liable to You or anyone else for: (a) any actual losses or direct damages that exceed the lowest applicable per repair benefit limit set out above relating to any repairs performed by Us, HomeServe or on behalf of either Us or HomeServe or services provided hereunder giving rise to such loss or damage; or (b) any amount of any form of indirect, special, punitive, incidental or consequential losses or damages, damages based on anticipated or lost profits, wages, or revenue, or damages based on diminution in value or a multiple of earnings, including those caused by any fault, failure, delay or defect in providing any repairs performed by Us, HomeServe or on behalf of either Us, or HomeServe or services provided under this Service Agreement, regardless of whether such damages were foreseeable and whether or not We or HomeServe or anyone acting on behalf of either Us or HomeServe have been advised of the possibility of such damages (the damages listed in clauses (a) and (b), collectively the “Excluded Damages”); and (2) these limitations and waivers shall apply to all claims and all liabilities and shall survive the cancellation or expiration of this Service Agreement. You may have other rights that vary from state to state.

  • Loan Assignment has the meaning set forth in the Purchase and Sale Agreement.

  • Lease-purchase agreement means an agreement for the use of personal property by a natural person primarily for personal, family or household purposes, for an initial period of four months or less that is automatically renewable with each payment after the initial period, but does not obligate or require the consumer to continue leasing or using the property beyond the initial period, and that permits the consumer to become the owner of the property.

  • Assignment of Recognition Agreement With respect to a Cooperative Loan, an assignment of the Recognition Agreement sufficient under the laws of the jurisdiction wherein the related Cooperative Unit is located to reflect the assignment of such Recognition Agreement.

  • Addendum and Assignment Agreement The Addendum and Assignment Agreement, dated as of January 31, 1995, between MLCC and the Master Servicer.

  • Note Purchase Agreement means the Note Purchase Agreement, dated as of the Issuance Date, among the Company, the Subordination Agent, the Escrow Agent, the Paying Agent, and the Pass Through Trustee under each Pass Through Trust Agreement providing for, among other things, the issuance and sale of certain equipment notes, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.

  • Equity Purchase Agreement means that certain Amended and Restated Purchase Agreement, dated as of March 17, 2008, among the Borrower and the several “Investors” named therein, including all exhibits and schedules thereto, as in effect on the Original Effective Date.

  • Loan Purchase Agreement The Loan Purchase Agreement described in the Recitals to this Agreement, which Loan Purchase Agreement incorporates the terms of the Aurora Loan Services Seller Guide, as the same may be amended from time to time.

  • First Assignment means: the relevant Assignment; orif, prior to the relevant Assignment:

  • IP Assignment a collateral assignment or security agreement pursuant to which an Obligor grants a Lien on its Intellectual Property to Agent, as security for the Obligations.

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

  • 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.

  • Replacement Agreement shall have the meaning set forth in Paragraph 2(b) hereof.

  • Additional Purchase Agreement means each Additional Purchase Agreement (including the related Additional Xxxx of Sale, the related Blanket Endorsement and any attachments thereto), substantially in the form of Attachment C hereto (of which these Master Terms form a part by reference, provided that in the event of a substitution, the form will be modified accordingly), to be executed by SLM ECFC, Funding and the Interim Eligible Lender Trustee for the benefit of Funding, which certifies that the representations and warranties made by SLM ECFC as set forth in Sections 5(A) and (B) of these Master Terms are true and correct as of the related Purchase Date.

  • Consent Agreement means this Consent Agreement, duly signed and concluded between the Commission and the Respondent, as contemplated in section 40(1) of the Act.