Affirmative Control definition

Affirmative Control means, with respect to any Purchased Security, the ability to exercise the rights of the Controlling Class (by whatever name denominated in the documents governing the applicable Trust) with respect to the Trust which issued such Purchased Securities or otherwise to direct, approve or consent to or vote on specified actions to be taken with respect to the underlying commercial mortgage loans or the applicable Trusts, or, if such Trust does not provide for a Controlling Class, to appoint, retain or remove the Trust's special servicer, such ability to be exercisable without interruption, regardless of any change in the Controlling Class or future reductions in the principal balance of the securities issued by the Trust.
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Affirmative Control means, with respect to any purchased CMBS, the ability to exercise the rights of the Controlling Class (by whatever name denominated in the documents governing the applicable Trust) with respect to the Trust which issued such CMBS or otherwise to direct, approve or consent to or vote on specified actions to be taken with respect to the underlying commercial mortgage loans or the applicable Trust, or, if such Trust does not provide for a Controlling Class, to appoint, retain or remove the Trust’s special servicer, such ability to be exercisable without interruption, regardless of any change in the Controlling Class or future reductions in the principal balance of the securities issued by the Trust.
Sample 1
Affirmative Control means, with respect to any Purchased CMBS, the unilateral ability of the holder of any Related Purchased CMBS to exercise the rights of the Controlling Class, or, if the related CMBS Transaction does not provide for a Controlling Class, to unilaterally appoint, retain or remove the CMBS Transaction's special servicer.
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Examples of Affirmative Control in a sentence

  • A solution parameterized by βfinite-time average consensus is achieved in 4 steps.The results below are averaged values over 100 independentis given by:αk = β (λk+1 −Nmax), k = 1, · · · , DMonte-Carlo runs.

  • Seller shall deliver to Buyer no later than the Purchase Date for the relevant Purchased Security such documentation as Buyer may reasonably request to effect or confirm Buyer's right to exercise Affirmative Control or Contiguous Affirmative Control with respect to such Purchased Security.

  • No Person to which Seller, the Company or any of the other Affiliated Companies owes any obligation of indemnification or defense, for the violation of the rights of any third party or the violation of any Law, has made any written or, to the Knowledge of Seller, oral claim for such indemnification.

  • Immediately upon notice by Buyer to Seller of the occurrence of an Event of Default with respect to Seller, the foregoing license shall terminate automatically and all rights of Affirmative Control shall automatically re-vest in Buyer until such time, if any, as such Event of Default is waived by Buyer in its sole discretion by written notice to Seller.

  • This rule will facilitate the transportation of hazardous materials in international commerce by providing consistency with, and authorizing the use of, international standards contained in the 2003–2004 ICAO Technical Instructions and Amendment 31 to the IMDG Code.

  • Notwithstanding anything to the contrary herein, for so long as no Event of Default has occurred with respect to Seller under the Agreement and any other agreement between Seller and Buyer, Buyer grants Seller a license to exercise Affirmative Control with respect to each purchased CMBS and pursuant to such license Seller shall have the sole and exclusive right to exercise Affirmative Control.

  • Seller shall deliver to Buyer no later than the Purchase Date for the relevant Purchased Security such documentation as Buyer may reasonably request to effect or confirm Buyer's right to exercise Affirmative Control with respect to such Purchased Security.

  • Purchased CMBS must: a) either (1) be issued by a REMIC-eligible trust or (2) include an opinion that they should be treated as debt for tax purposes and be a regular interest in a REMIC; b) have adequate cash flow information available for the Buyer and its pricing sources to be able to determine a Market Value of the Purchased CMBS; c) have Affirmative Control (as specified in Annex I-A); d) not be an IO; e) not constitute a residual interest; and f) be denominated in U.S. dollars.

  • Seller shall deliver to Buyer no later than the Purchase Date for the relevant CMBS such documentation as Buyer may reasonably request to effect or confirm Buyer’s right to exercise Affirmative Control with respect to such Trust.

  • Notwithstanding anything to the contrary herein, for so long as no Event of Default has occurred and is continuing with respect to Seller under the Agreement and any other agreement between Seller and Buyer, Buyer grants Seller a license to exercise Affirmative Control with respect to the Purchased Securities and pursuant to such license Seller shall have the sole and exclusive right to exercise Affirmative Control.


More Definitions of Affirmative Control

Affirmative Control means, with respect to any Purchased CMBS, the ability to exercise the rights of the Controlling Class (by whatever name denominated in the documents governing the applicable Trust ) with respect to such Trust or otherwise to direct, approve or consent to or vote on specified actions to be taken with respect to the underlying commercial mortgage loans or the applicable Trusts, or, if such Trust does not provide for a Controlling Class, to appoint, retain or remove the Trust’s special servicer and to unilaterally direct foreclosure upon all underlying commercial mortgage loans.
Sample 1

Related to Affirmative Control

  • Affirmative consent means affirmative, conscious, and voluntary agreement to engage in sexual activity.

  • effective control means a relationship constituted by rights, contracts or any other means which, either separately or jointly and having regard to the considerations of fact or law involved, confer the possibility of directly or indirectly exercising a decisive influence on an undertaking, in particular by:

  • Affirmative action means action appropriate to overcome the effects of past or present practices, policies, or other barriers to equal employment opportunity.

  • Affirmative Covenants The following affirmative covenants, among others, if any, to be negotiated in the Senior Facilities Documentation, will apply (to be applicable to the Borrower and its restricted subsidiaries), subject to customary (consistent with the Documentation Precedent) and other baskets, exceptions and qualifications to be agreed upon: maintenance of corporate existence and rights; performance and payment of obligations; delivery of annual and quarterly consolidated financial statements (accompanied by customary management discussion and analysis and (annually) by an audit opinion from nationally recognized auditors that is not subject to any qualification as to scope of such audit or going concern) (other than solely with respect to, or resulting solely from an upcoming maturity date under any series of indebtedness occurring within one year from the time such opinion is delivered) (with extended time periods to be agreed for delivery of the first annual and certain quarterly financial statements to be delivered after the Closing Date) and an annual budget (it being understood that the public REIT reporting that includes the Borrower shall satisfy the Borrower’s reporting obligations so long as it includes a consolidating income statement and balance sheet for the Borrower); delivery of notices of default and material adverse litigation, ERISA events and material adverse change; maintenance of properties in good working order; maintenance of books and records; maintenance of customary insurance; commercially reasonable efforts to maintain ratings (but not a specific rating); compliance with laws; inspection of books and properties; environmental; additional guarantors and additional collateral (subject to limitations set forth under the captions “Guarantees” and “Security”); further assurances in respect of collateral matters; use of proceeds; and payment of taxes.

  • Change in Control of the Corporation means a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended ("Exchange Act"), or any successor thereto, whether or not the Corporation is registered under the Exchange Act; provided that, without limitation, such a change in control shall be deemed to have occurred if (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 25% or more of the combined voting power of the Corporation's then outstanding securities; or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Corporation cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period.

  • Site Control means that Seller (a) owns the Site, (b) is the lessee of the Site under a Lease, (c) is the holder of a right-of-way grant or similar instrument with respect to the Site, or (d) is managing partner or other Person authorized to act in all matters relating to the control and Operation of the Site and Generating Facility.

  • Voting Control means, with respect to a share of Class B Common Stock, the power (whether exclusive or shared) to vote or direct the voting of such share by proxy, voting agreement or otherwise.

  • Affirmative marketing means a regional marketing strategy designed to attract buyers and/or renters of affordable units pursuant to N.J.A.C. 5:80-26.15.

  • Certificateholder Quorum In connection with any solicitation of votes in connection with the replacement of the Special Servicer pursuant to Section 7.01(d) hereof, the Holders of Certificates evidencing at least 75% of the aggregate Voting Rights (taking into account the application of Collateral Support Deficits and the application of any Appraisal Reductions to notionally reduce the Certificate Balance of the Certificates) of all Principal Balance Certificates on an aggregate basis.

  • Requisite Majority means, as at any particular time, Passenger Operators whose Vehicle departures from the Station, expressed as a percentage of Total Departures, as at the relevant date, together are at least equal to the percentage specified in paragraph 4 of Annex 8 (or such other percentage as the ORR may specify by notice to the Station Facility Owner and to each Passenger Operator as the new percentage which is to apply for these purposes following the entry into, variation, amendment or termination of an access contract permitting a passenger service operator to use the Station, a Change in Control of any Passenger Operator or any event which results in a material change to the proportion of the Total Departures made by trains operated by or on behalf of any Passenger Operator);

  • Majority in Interest of Noteholders means, as of a particular date of determination and subject to Section 2.16 of the Indenture, the holders of at least a majority in aggregate unpaid principal amount of all Equipment Notes outstanding as of such date (excluding any Equipment Notes held by the Company or any Affiliate thereof, it being understood that a Pass Through Trustee shall be considered an Affiliate of the Company as long as more than 50% in the aggregate face amount of Pass Through Certificates issued by the corresponding Pass Through Trust are held by the Company or an Affiliate of the Company or a Pass Through Trustee is otherwise under the control of the Company or such Affiliate of the Company (unless all Equipment Notes then outstanding are held by the Company or any Affiliate thereof, including the Pass Through Trustees which are considered Affiliates of the Company pursuant hereto)); provided that for the purposes of directing any action or casting any vote or giving any consent, waiver or instruction hereunder, any Noteholder of an Equipment Note or Equipment Notes may allocate, in such Noteholder’s sole discretion, any fractional portion of the principal amount of such Equipment Note or Equipment Notes in favor of or in opposition to any such action, vote, consent, waiver or instruction.

  • Requisite Noteholders Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Controlling Class.

  • Requisite Holders means at any time holders of Warrant Shares and Warrants representing at least a majority of the Warrant Shares outstanding or issuable upon the exercise of all the outstanding Warrants.

  • control zone shall have the meaning given in the Operating Agreement.

  • Required Majority means a required majority, as defined in Section 57(o) of the Act.7

  • Voting Participant Notification has the meaning specified in Section 8.07(f).

  • Medical control means a person who provides medical supervision to an emergency medical service provider.

  • Swap Provider Trigger Event A Swap Termination Payment that is triggered upon: (i) an Event of Default under the Interest Rate Swap Agreement with respect to which the Swap Provider is a Defaulting Party (as defined in the Interest Rate Swap Agreement), (ii) a Termination Event under the Interest Rate Swap Agreement with respect to which the Swap Provider is the sole Affected Party (as defined in the Interest Rate Swap Agreement) or (iii) an Additional Termination Event under the Interest Rate Swap Agreement with respect to which the Swap Provider is the sole Affected Party.

  • Controlling Class Representative shall have the meaning assigned to the term “Directing Certificateholder” in the Lead Securitization Servicing Agreement.

  • Contingency means the identified and possible or already occurred fault of an element, including not only the transmission system elements, but also significant grid users and distribution network elements if relevant for the transmission system operational security;

  • Lead Securitization Subordinate Class Representative means the “Controlling Class Representative” as defined in the Lead Securitization Servicing Agreement or such other analogous term used in the Lead Securitization Servicing Agreement.

  • Majority (as defined in the 0000 Xxx) of the Fund's outstanding voting securities, provided that in either event the continuance is also approved by a majority of the Board of Directors who are not "interested persons" (as defined in said Act) of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval. This Agreement is terminable, without penalty, on 60 days' written notice, by the Board of Directors of the Fund or by vote of holders of a majority of the Fund's shares, or upon 90 days' written notice, by the Adviser. This Agreement will also terminate automatically in the event of its assignment (as defined in said Act).

  • Controlling Noteholder means as of any date of determination the holder or holders of a majority of the Lead Securitization Note. At any time the Lead Securitization Note is the Controlling Noteholder and is included in the Lead Securitization, references to the “Controlling Noteholder” herein shall mean the holders of the majority of the class of securities issued in the Lead Securitization designated as the “controlling class” (or such lesser amount as permitted under the terms of the Servicing Agreement) or such other class(es) otherwise assigned the rights to exercise the rights of the “Controlling Noteholder” hereunder, as and to the extent provided in the Servicing Agreement.

  • Ultimate controlling person means that person which is not controlled by any other person.

  • Medical event means an event that meets the criteria in 12VAC5-481-2080.

  • Majority in Interest As to any Class of Regular Certificates, the Holders of Certificates of such Class evidencing, in the aggregate, at least 51% of the Percentage Interests evidenced by all Certificates of such Class.