Securitization Matters Clause Samples
The 'Securitization Matters' clause outlines the rights and obligations of parties in relation to the securitization of assets or receivables under the agreement. Typically, this clause permits one party—often a lender or seller—to transfer, assign, or otherwise use its rights to payment or other assets as collateral in a securitization transaction, sometimes requiring notification or consent from the other party. For example, a lender may bundle and sell loan receivables to investors without breaching the contract. The core function of this clause is to facilitate the free transfer or financing of assets, thereby enabling parties to access liquidity or manage risk without violating the terms of the original agreement.
Securitization Matters. In each case except as would not reasonably be expected to have a Material Adverse Effect on Company:
(a) Each of Company and its applicable Subsidiaries and, to the knowledge of Company, each other party thereto has performed in all material respects the obligations to be performed by it under each of the Company Securitization Documents, including any required filing of any financing statements, continuation statements or amendments under the Uniform Commercial Code of each applicable jurisdiction with the appropriate filing offices.
(b) Each of the Company Securitization Interests, each series of certificates or other securities issued by any Company Securitization Trust and each of the Company Securitization Documents to which Company, any of its Subsidiaries, or any Company Securitization Trust, as the case may be, is a party, is in full force and effect and is a valid, binding and enforceable obligation of Company, such Subsidiary or any Company Securitization Trust, as the case may be, and, to the knowledge of Company, of the other parties thereto, subject to the Bankruptcy and Equity Exception. Each Company Securitization Interest (including, without limitation, each Retained Interest) is fully paid and subject to no further assessment or obligation, other than required servicing or master servicing advances in transactions for which Company or any of its Subsidiaries serves as servicer or master servicer.
(c) All Company Securitization Documents required to be qualified under the Trust Indenture Act of 1939, as amended, have been so qualified and no Company Securitization Trust is required to be registered under the 1940 Act. The sale of all securities issued by any Company Securitization Trust was either duly registered under, or exempt from the registration requirements of, the Securities Act.
(d) Since January 1, 2006, on a consolidated basis, Company has properly accounted for the sale of all loan agreements, notes or borrowing arrangements (including leases, credit enhancements, commitments, guarantees and interest-bearing assets) payable to the Company or its Subsidiaries (collectively, “Loans”) under GAAP, including Statement of Financial Accounting Standards No. 140, and including in respect of the reporting of income arising from the sale of such Loans.
(e) On a consolidated basis, Company consolidates any variable interest entity as required under GAAP, including FIN 46 and FIN 46R, as in effect as of the date hereof in connection with a...
Securitization Matters. Each of the Loan Parties party to any of the Qualified Securitization Documents shall enforce all of their rights and obligations under such Qualified Securitization Document.
Securitization Matters. (1) Except as disclosed in any Company Reports filed by the Company or any Company Subsidiary with the SEC prior to the date of this Agreement, the Company and each Company Subsidiary has timely filed all Company Reports required to be filed with any Governmental Entity in connection with any Company Sponsored Asset Securitization Transaction (the “Company Sponsored Asset Securitization Transaction”) and such reports, as of their respective dates, complied in all material respects with all statutes and applicable rules and regulations of the applicable Governmental Entities. With respect to each Company Securitization Trust, to the extent required by applicable law, an appropriate officer of the Company or a Company Subsidiary has certified to the SEC in the appropriate form required by the SEC pursuant to Item 601(b)(ii) of Regulation S-K of Regulation AB of the SEC. All assessments and attestations regarding servicing compliance pursuant to Item 1122 of Regulation AB of the SEC required to be delivered or filed by the Company or any Company Subsidiary have been timely and accurately filed, and no material instances of noncompliance have been identified in such assessments or attestations. With respect to each Company Securitization Trust, (A) neither the Company nor any Company Subsidiary nor, to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any Company Subsidiary has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of any Company Securitization Trust or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that any Company Securitization Trust has engaged in questionable accounting or auditing practices, and (B) no attorney representing the Company, any Company Subsidiary or any Company Securitization Trust, whether or not employed by the Company or any Company Subsidiary, has reported evidence of a violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board of Directors or any committee thereof or to any director or officer of the Company or any other authorized person.
(2) No event or condition exists which does now or with either notice or the passage of time ...
Securitization Matters. (a) Each of Flagstar and the Flagstar Subsidiaries, to the extent that it was a sponsor, co-manager, initial purchaser, depositor or placement agent with respect to any securitization transaction, is in compliance in all material respects with all agreements to which it is bound under such securitization transaction (collectively referred to as the “Securitization Instruments”). Each of Flagstar and the Flagstar Subsidiaries has performed in all material respects all of its respective obligations under the Securitization Instruments.
(b) Each Loan and other instrument underlying any securitization transactions originated, pooled and/or sold by Flagstar or any Flagstar Subsidiaries was originated, pooled and/or sold, in all material respects, in compliance with applicable law and with the Securitization Instruments. None of Flagstar or the Flagstar Subsidiaries has incurred any material liability related to a failure, if any, to comply with applicable law or with the terms of the Securitization Instruments with respect to their participation in any securitization transactions.
(c) There are no, and, since January 1, 2018, there have been no, legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations of any nature pending or, to the knowledge of Flagstar, threatened in which it is alleged that Flagstar or any Flagstar Subsidiary has made in any agreements, prospectus, or any amendments or supplements thereto contained, as of the date on which it was issued, in any securitization transaction, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Securitization Matters. Parent and the Sellers shall take all actions to the extent within their control (including the payment of all money, the delivery of all notices, the surrender of the Transferor Certificate and the delivery of all other certificates and any other documents) to effect the termination of the Securitization Program and transfer and reassign the Acquired Assets that are subject to the Pooling and Servicing Agreement held thereby to the Sellers, and the Parent and the Sellers represent and warrant that all Certificates and Supplemental Certificates outstanding under the Securitization Program may be prepaid and/or surrendered and cancelled at the election and discretion of Parent and its Affiliates, subject only to the delivery of such notices or other documents, and to the making of such payments, by the Parent or its Affiliates as are provided for in the Pooling and Servicing Agreement. Such actions, to the extent necessary, shall include, on or prior to the Closing Date: (i) the reduction of the Invested Amount and the Enhancement Investment Amount for each Series to zero, (ii) the surrender to the Trustee (or the cancellation) of the Transferor Certificate and all Supplemental Certificates, (iii) the surrender to the Trustee (or the cancellation) of all Investor Certificates, (iv) the release of all monies held by the Trustee pursuant to the Pooling and Servicing Agreement, (v) the termination of Target Credit Card Master Trust, (vi) the assignment and conveyance to the Sellers of all right, title and interest of Target Credit Card Master Trust in and to the Acquired Assets that are subject to the Pooling and Servicing Agreement (and any proceeds thereof) and (vii) the release of all Liens on the Acquired Assets that are subject to the Pooling and Servicing Agreement and any agreements related thereto (including, all releases referred to in Schedule F). Unless otherwise defined, terms used in this Section 5.8 without definition shall have the meanings assigned to them in the Pooling and Servicing Agreement.
Securitization Matters. (a) Except for those transactions set forth on Section 4.27(a) of the Cavalier Disclosure Schedules (the “Cavalier Securitization Transactions”), there are no existing securitization transactions directly involving Mortgage Loans originated or held by Cavalier or any of its Subsidiaries or any securitization transactions with respect to which Maverick or any of its Subsidiaries has any outstanding liabilities or obligations. Each of the Cavalier Securitization Trusts were formed in accordance with, and all transactions between Cavalier or any of its Subsidiaries and any Securitization Trust have been consummated in accordance with, all applicable Laws and all Applicable Requirements in all material respects. For the purposes of this Agreement, “Cavalier Securitization Trusts” means the trusts associated with the Cavalier Securitization Transactions.
Securitization Matters. The Trustee and the Investor Certificateholders shall have delivered such documents as are necessary to terminate the Target Credit Card Master Trust and transfer and reassign the Acquired Assets that are subject to the Pooling and Servicing Agreement to Sellers.
Securitization Matters. (a) At the First Closing Date, FDS shall cause ▇▇▇▇▇ Day, counsel to FDS, to deliver to the Purchaser a reliance letter with respect to the most recent opinion of ▇▇▇▇▇ Day with respect to the Prime Securitization Receivables (the "▇▇▇▇▇ Day Opinion"), together with a certificate from a duly authorized officer of FDS that the assumptions set forth or referred to in the ▇▇▇▇▇ Day Opinion have been complied with in all material respects since the date of such opinion.
(b) In the event that FDS is unable to make any of the representations and warranties set forth in Section 5.1(s) at the First Closing or the Second Closing or the Third Closing, as applicable, FDS shall not be required to make such representations and warranties and FDS shall make such other representations and warranties with respect to the subject matter of Section 5.1(s) as shall be mutually agreed between the Purchaser and FDS.
Securitization Matters. Notwithstanding anything to the contrary contained herein, each of the parties hereto agrees that, in connection with any securitization transaction contemplated under Section 9 hereof, such party shall take such actions (including, without limitation, the amendment or modification of this Agreement or the Letter of Credit and the delivery of opinions of counsel) as shall be reasonably required by MBIA Insurance Corporation (or similar entity) and/or any rating agency involved in any such securitization transaction; provided that Monaco shall pay all of the reasonable out-of-pocket expenses, including, without limitation, attorneys' fees, incurred by each such party in taking such action(s); provided further that no party hereto shall be required to take any such action if, in the good faith determination of such party, such action would materially and adversely affect such party.
Securitization Matters. With respect to securitization matters, the parties have made the additional agreements and covenants set forth in Exhibit N to this Agreement.