Closing Pass Through Net Assets definition

Closing Pass Through Net Assets means the net book value of the Pass Through CMS Assets, as of the Closing Date, less the net book value of the Pass Through CMS Liabilities, as of the Closing Date, in each case, without duplication and net of all allowances and reserves, calculated in accordance with GAAP and consistent with the manner in which the Closing Statements are required to be prepared pursuant to Section 4.3(a). For the avoidance of doubt, if the net book value of such Pass Through CMS Liabilities exceeds the net book value of such Pass Through CMS Assets, the Closing Pass Through Net Assets will be a negative number.

Related to Closing Pass Through Net Assets

  • Pass-through entity means a partnership not treated as an association taxable as a C corporation for federal income tax purposes, a limited liability company not treated as an association taxable as a C corporation for federal income tax purposes, an S corporation, or any other class of entity from which the income or profits of the entity are given pass-through treatment for federal income tax purposes. "Pass-through entity" does not include a trust, estate, grantor of a grantor trust, or disregarded entity.

  • Class A-S Pass-Through Rate For any Distribution Date, a per annum rate equal to 3.4150%.

  • Class H Pass-Through Rate With respect to any Distribution Date, a per annum rate equal to the Weighted Average Net Mortgage Rate.

  • 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.

  • Net WAC Pass-Through Rate With respect to the Class A-1 Certificates and any Distribution Date, a rate per annum (adjusted for the actual number of days elapsed in the related Interest Accrual Period) equal to the product of (i) twelve and (ii) a fraction, expressed as a percentage, the numerator of which is the amount of interest which accrued on the Group I Mortgage Loans in the prior calendar month minus the fees payable to the Servicer, the Master Servicer and the Credit Risk Manager with respect to the Group I Mortgage Loans for such Distribution Date and the Group I Allocation Percentage of any Net Swap Payment payable to the Swap Provider and Swap Termination Payment payable to the Swap Provider which was not caused by the occurrence of a Swap Provider Trigger Event, in each case for such Distribution Date and the denominator of which is the aggregate principal balance of the Group I Mortgage Loans as of the last day of the immediately preceding Due Period (or as of the Cut-off Date with respect to the first Distribution Date). For federal income tax purposes, the economic equivalent of such rate shall be expressed as the weighted average of (adjusted for the actual number of days elapsed in the related Interest Accrual Period) the REMIC II Remittance Rate on REMIC II Regular Interest I-GRP, weighted on the basis of the Uncertificated Balance of such REMIC II Regular Interest. With respect to the Class A-2 Certificates and any Distribution Date, a rate per annum (adjusted for the actual number of days elapsed in the related Interest Accrual Period) equal to the product of (i) twelve and (ii) a fraction, expressed as a percentage, the numerator of which is the amount of interest which accrued on the Group II Mortgage Loans in the prior calendar month minus the fees payable to the Servicer, the Master Servicer and the Credit Risk Manager with respect to the Group II Mortgage Loans for such Distribution Date and the Group II Allocation Percentage of any Net Swap Payment payable to the Swap Provider and Swap Termination Payment payable to the Swap Provider which was not caused by the occurrence of a Swap Provider Trigger Event, in each case for such Distribution Date and the denominator of which is the aggregate principal balance of the Group II Mortgage Loans as of the last day of the immediately preceding Due Period (or as of the Cut-off Date with respect to the first Distribution Date). For federal income tax purposes, the economic equivalent of such rate shall be expressed as the weighted average of (adjusted for the actual number of days elapsed in the related Interest Accrual Period) the REMIC II Remittance Rate on REMIC II Regular Interest II-GRP, weighted on the basis of the Uncertificated Balance of such REMIC II Regular Interest. With respect to the Mezzanine Certificates and any Distribution Date a rate per annum equal to the weighted average (weighted in proportion to the results of subtracting from the Scheduled Principal Balance of each loan group, the Certificate Principal Balance of the related Class A Certificates), of (i) the Net WAC Pass-Through Rate for the Class A-1 Certificates and (ii) the Net WAC Pass-Through Rate for the Class A-2 Certificates. For federal income tax purposes, the economic equivalent of such rate shall be expressed as the weighted average of (adjusted for the actual number of days elapsed in the related Interest Accrual Period) the REMIC II Remittance Rates on (a) REMIC II Regular Interest I-SUB, subject to a cap and a floor equal to the REMIC II Remittance Rate on REMIC II Regular Interest I-GRP, and (b) REMIC II Regular Interest II-SUB, subject to a cap and a floor equal to the REMIC II Remittance Rate on REMIC II Regular Interest II-GRP, weighted on the basis of the Uncertificated Balance of each such REMIC II Regular Interest.

  • Class F Pass-Through Rate With respect to any Distribution Date, a per annum rate equal to the Weighted Average Net Mortgage Rate.

  • Class C Pass-Through Rate For any Distribution Date, a per annum rate equal to the WAC Rate for such Distribution Date.

  • Class B-1 Pass-Through Rate For the first Distribution Date, 6.4350% per annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR plus the Class B-1 Margin, (2) the Weighted Average Available Funds Cap for such Distribution Date and (3) the Weighted Average Maximum Rate Cap for such Distribution Date.

  • Class E Pass-Through Rate With respect to any Distribution Date, a per annum rate equal to the Weighted Average Net Mortgage Rate.

  • Class D Pass-Through Rate For any Distribution Date, a per annum rate equal to 2.00000%.

  • Class A Fixed Pass-Through Rate As to any Distribution Date, the rate per annum set forth in Section 11.01.

  • Class X-D Pass-Through Rate For any Distribution Date, the weighted average of the Class X Strip Rates for the Class X-D Components for such Distribution Date (weighted on the basis of the respective Component Notional Amounts of such Components outstanding immediately prior to such Distribution Date).

  • Pass-Through Expenses means reasonable and actual out-of-pocket expenses incurred by Contractor for equipment, materials, supplies or other Services provided to LAUSD, but not including Contractor’s overhead costs, administrative expenses or other mark-ups.

  • Class B-2 Pass-Through Rate For the first Distribution Date, 6.850% per annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR plus the Class B-2 Margin,

  • Class G Pass-Through Rate For any Distribution Date, a per annum rate equal to the WAC Rate for such Distribution Date.

  • Class A-1 Pass-Through Rate For any Distribution Date, a per annum rate equal to 2.0840%.

  • Class B Pass-Through Rate As to any Distribution Date, 6.750% per annum.

  • Class A Pass-Through Rate As to the Class A-1 and Class A-R Certificates, the Class A Fixed Pass-Through Rate. The Class A-PO Certificates are not entitled to interest and have no Class A Pass-Through Rate.

  • Class X-A Pass-Through Rate For any Distribution Date, the weighted average of Class X Strip Rates for the Class X-A Components for such Distribution Date (weighted on the basis of the respective Component Notional Amounts of such Components outstanding immediately prior to such Distribution Date).

  • Class X-B Pass-Through Rate For any Distribution Date, the Class X Strip Rate for the Class X-B Component for such Distribution Date.

  • Class A-5 Pass-Through Rate For any Distribution Date, a per annum rate equal to 3.1156%.

  • Fixed Pass-Through Rate Floating Pass-Through Rate" "Guaranteed Investment Contract"

  • Class A-4 Pass-Through Rate With respect to any Distribution Date, a per annum rate equal to 3.469%.

  • Class A-3 Pass-Through Rate For any Distribution Date, a per annum rate equal to 2.8600%.

  • Class B-3 Pass-Through Rate For the first Distribution Date, 4.120% per annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR plus the Class B-3 Margin, (2) the Weighted Maximum Rate Cap and (3) the Available Funds Cap for such Distribution Date.

  • Class A Pass Through Trust means the Delta Air Lines Pass Through Trust 2019-1A created pursuant to the Basic Pass Through Trust Agreement, as supplemented by Trust Supplement No. 2019-1A, dated as of the Issuance Date, between Company and U.S. Bank, as Class A Trustee.