Securitization Trust Sample Clauses

Securitization Trust. The Servicer may at its option purchase the corpus of the 1999-A Securitization Trust at a price specified in the 1999-A Securitization Trust Agreement, and such purchase of the 1999-A SUBI, the Retained 1999-A SUBI Certificates and other property of the 1999-A Securitization Trust will effect early retirement of this Certificate; PROVIDED, HOWEVER, such right of purchase is exercisable only on the Distribution Date following the last day of a Collection Period as of which the sum of the Note Balance and the Certificate Balance shall be less than or equal to ten percent (10%) of the sum of the Initial Note Balance and the Initial Certificate Balance. Unless the certificate of authentication hereon shall have been executed by an authorized officer of the 1999-A Owner Trustee, by manual signature, this Certificate shall not entitle the Certificateholder hereof to any benefit under the 1999-A Securitization Trust Agreement or be valid for any purpose. THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICTS OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
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Securitization Trust. The Transferor hereby grants to the 1998-C Securitization Trustee for the benefit of the Investor Certificateholders a security interest in all
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Securitization Trust. Upon the occurrence of (i) any Event of Default under the Swap Agreement arising from any action taken, or failure to act, by the Swap Counterparty of which a Trust Officer or the 1998-C Securitization Trustee has actual knowledge, or (ii) a Termination Event under the Swap Agreement of which a Trust Officer or the 1998-C Securitization Trustee has actual knowledge (except as described in the following sentence) with respect to which the Swap Counterparty is an Affected Party (as defined in the Swap Agreement), the 1998-C Securitization Trustee may and will, at the direction of 51% of the Voting Interest of the Certificateholders, by notice to the Swap Counterparty, designate an Early Termination Date with respect to the Swap Agreement. If a Termination Event under the Swap Agreement occurs (i) as a result of the insolvency or bankruptcy of the Transferor or (ii) because the Trust or the Transferor becomes subject to registration as an "Investment Company" under the Investment Company Act of 1940, the 1998C Securitization Trustee shall terminate the Swap Agreement. If the 1998-C Securitization Trust or the Swap Counterparty elects to designate an Early Termination Date and thereafter to terminate the Swap Agreement and liquidate the assets of the 1998-C Securitization Trust, the 1998-C Securitization Trustee will specify in a further notice to the Class A Certificateholders the date elected, and shall also deliver such notice to the Luxembourg Stock Exchange. As soon as the 1998-C Securitization Trustee is reasonably able to do so, it will so publish and deliver a further notice to each such party specifying the date on which the net proceeds of such liquidation are to be allocated and applied or paid pursuant to Section 3.01(o). In the event that a Swap Termination Event occurs, whether because the 1998-C Securitization Trust elects to designate or receives appropriate direction from the relevant Certificateholders to designate an Early Termination Date, or because the Swap Counterparty elects to designate an Early Termination Date, the 1998-C Securitization Trustee shall sell or otherwise dispose of the SUBI, the 1998-C SUBI Certificate and such other property of the Trust in accordance with Section 8.02(c).
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Securitization Trust. Notwithstanding the foregoing, without the non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, until a Rating Agency Confirmation is obtained, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to a Borrower Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall pay the expenses of the non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, the Trustee and any Controlling Note Holder or Controlling Note Holder Representative) and all expenses relating to any Rating Agency Confirmation in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the other Note Holder or of any other Person or having to provide any Rating Agency Confirmation, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes together, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.
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Securitization Trust. If for any reason the Reserve Fund is no longer an Eligible Account, the Servicer shall, with the assistance of the 1999-A Indenture Trustee, promptly cause the Reserve Fund to be moved to another institution or otherwise changed so that the Reserve Fund becomes an Eligible Account. The 1999-A Indenture Trustee shall retain, subject to the provisions of this 1999-A Securitization Trust Agreement and the other 1999-A Securitization Documents, all collections on or in respect of the 1999-A SUBI Interest transferred to the 1999-A Indenture Trustee, on behalf of the Noteholders, in accordance with such provisions, in the 1999-A Note Distribution Account or the Reserve Fund, as the case may be. The 1999-A Indenture Trustee shall be deemed to have possession of such monies and collections for purposes of Section 9-305 of the UCC of the jurisdiction in which such property is located.
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Securitization Trust. The Transferor hereby grants to the 1997-A Securitization Trustee for the benefit of the Investor Certificateholders a security interest in all funds (including Permitted Investments) in the Reserve Fund (including the Reserve Fund Initial Deposit) and the proceeds thereof, and the 1997-A Securitization Trustee shall have all of the rights of a secured party under the UCC with respect thereto; PROVIDED that all income from the investment of funds in the Reserve Fund and the right to receive such income are retained by the Transferor and are not transferred, assigned or otherwise conveyed to the 1997-A Securitization Trustee. The Reserve Fund shall be an Eligible Account and initially shall be established with the 1997-A Securitization Trustee. If for any reason the Reserve Fund is no longer an Eligible Account, the 1997-A Securitization Trustee shall promptly cause the Reserve Fund to be moved to another institution or otherwise changed so that the Reserve Fund becomes an Eligible Account.
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Securitization Trust. 20 ----------- Note: This table of contents shall not, for any purpose, be deemed to be a part of the Indenture. Page
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Securitization Trust. Each real estate mortgage investment conduit or other trust described on Schedule 1-B, as it may be amended from time to time in accordance with Section 2.1(c).
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Securitization Trust. The Transferor hereby grants to the 1998-C Securitization Trustee for the benefit of the Investor Certificateholders a security interest in all funds (including Permitted Investments) in the Reserve Fund (including the Reserve Fund Initial Deposit) and the proceeds thereof, and the 1998-C Securitization Trustee shall have all of the rights of a secured party under the UCC with respect thereto; provided that all income from the investment of funds in the Reserve Fund and the right to receive such income are retained by the Transferor and are not transferred, assigned or otherwise conveyed to the 1998-C Securitization Trustee hereunder. The Reserve Fund shall be an Eligible Account and initially shall be established with the 1998-C
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Related to Securitization Trust

  • Securitization In addition to any other assignment permitted pursuant to this Section, Loan Parties hereby acknowledge that (x) the Lenders, their Affiliates and Approved Funds (“Lender Parties”) may sell or securitize the Loans (a “Securitization”) through the pledge of the Loans as collateral security for loans to a Lender Party or the assignment or issuance of direct or indirect interests in the Loans (such as, for instance, collateralized loan obligations), and (y) such Securitization may be rated by a rating agency. The Loan Parties shall reasonably cooperate with the Lender Parties to effect the Securitization including, without limitation, by (a) amending this Agreement and the other Loan Documents, and executing such additional documents, as reasonably requested by the Lenders in connection with the Securitization; provided that (i) any such amendment or additional documentation does not impose material additional costs on Borrower and (ii) any such amendment or additional documentation does not materially adversely affect the rights, or materially increase the obligations, of Borrower under the Loan Documents or change or affect in a manner adverse to Borrower the financial terms of the Loans, (b) providing such information as may be reasonably requested by the Lenders or rating agencies in connection with the rating of the Loans or the Securitization, and (c) providing a certificate (i) agreeing to indemnify the Lender Parties, or any party providing credit support or otherwise participating in the Securitization, including any investors in a securitization entity (collectively, the “Securitization Parties”) for any losses, claims, damages or liabilities (the “Securitization Liabilities”) to which the Lender Parties or such Securitization Parties may become subject insofar as the Securitization Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Loan Document or in any writing delivered by or on behalf of any Loan Party to the Lender Partiers in connection with any Loan Document or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and such indemnity shall survive any transfer by the Lenders or their successors or assigns of the Loans, and (ii) agreeing to reimburse the Lender Parties and the other Securitization Parties for any legal or other expenses reasonably incurred by such Persons in connection with defending the Securitization Liabilities.

  • Depositor Structured Asset Securities Corporation, a Delaware corporation having its principal place of business in New York, or its successors in interest.

  • Delaware Trust Assets Purchaser The Delaware Trust Assets Purchaser shall be the Servicer engaged to perform and discharge the Serviced Duties in respect of each Appointment of Xxxxx Trust Company that continues to be treated as a Restricted Appointment.

  • Investment Management Trust Agreement The Company has entered into the Trust Agreement with respect to certain proceeds of the Offering and the Private Placement substantially in the form filed as an exhibit to the Registration Statement.

  • REMIC Administrator: Residential Funding Corporation If Residential Funding Corporation is found by a court of competent jurisdiction to no longer be able to fulfill its obligations as REMIC Administrator under this Agreement the Master Servicer or Trustee acting as Master Servicer shall appoint a successor REMIC Administrator, subject to assumption of the REMIC Administrator obligations under this Agreement.

  • Successor Owner Trustees and Additional Owner Trustees 20 SECTION 9.1. Eligibility Requirements for Owner Trustee.............20 SECTION 9.2. Resignation or Removal of Owner Trustee................20 SECTION 9.3. Successor Owner Trustee................................21 SECTION 9.4. Merger or Consolidation of Owner Trustee...............21 SECTION 9.5. Appointment of Co-Trustee or Separate Trustee..........22 ARTICLE X. MISCELLANEOUS...................................................23

  • Owner Trustee The name and business address of the sole trustee of the Trust in the State of Delaware is U.S. Bank Trust National Association, 000 Xxxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxx 00000.

  • Servicer The Servicer is authorized to prepare, or cause to be prepared, execute and deliver on behalf of the Trust all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Trust or Owner Trustee to prepare, file or deliver pursuant to the Basic Documents. Upon written request, the Owner Trustee shall execute and deliver to the Servicer a limited power of attorney appointing the Servicer the Trust's agent and attorney-in-fact to prepare, or cause to be prepared, execute and deliver all such documents, reports, filings, instruments, certificates and opinions.

  • The Owner Trustee It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by Wilmington Trust, National Association on behalf of the Trust not individually or personally but solely as owner trustee of the Trust under the Trust Agreement of the Trust dated the date hereof in the exercise of the powers and authority conferred upon and vested in Wilmington Trust, National Association as owner trustee of the Trust under such Trust Agreement, (ii) each of the representations, undertakings and agreements herein made on the part of the Trust is made and intended not as the personal representation, undertaking or agreement of Wilmington Trust, National Association, but is made and intended for the purpose of binding only the Trust and (iii) nothing herein contained shall be construed as creating any liability on the part of Wilmington Trust, National Association, individually or personally, to perform any covenant or obligation of the Trust, either expressed or implied, contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto.

  • Special Purpose Funding Vehicles Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers (an “SPC”) the option to provide all or any part of any Advance that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Advance, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Advance, the Granting Lender shall be obligated to make such Advance pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.15(e). Each party hereto hereby agrees that (A) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of any Borrower under this Agreement (including its obligations under Section 2.13), (B) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (C) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of an Advance by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (1) with notice to, but without prior consent of, the Borrowers and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion), assign all or any portion of its right to receive payment with respect to any Advance to the Granting Lender and (2) disclose on a confidential basis any non-public information relating to its funding of Advances to any rating agency, commercial paper dealer or provider of any surety or guarantee or credit or liquidity enhancement to such SPC.

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