Common use of Securitizations Clause in Contracts

Securitizations. (a) From the Effective Date through the termination of this Loan Agreement, WestLB Panmure Securities Inc. and any Affiliate thereof will have the right of first refusal to act as sole manager or sole placement agent for all Securitizations; provided, however, that such right shall cease to exist if Panmure and each Affiliate thereof shall have ceased to transact business in the placement of asset-backed securities. (b) The Borrower and TFC hereby acknowledge and agree that any proceeds received by any of their respective Affiliates from any Securitization shall be used to repay Advances then outstanding and other outstanding Secured Obligations under this Loan Agreement, the Note or any other Loan Document. (c) With respect to each Securitization, the Borrower and TFC hereby agree to pay Panmure or the applicable Affiliate thereof the fee relating to such Securitization as set forth in the Engagement Letter. (d) Notwithstanding anything to the contrary contained herein, nothing set forth in this Section 7.03 is intended to be nor does it constitute a commitment or obligation by Panmure or any of its Affiliates to act as an underwriter, manager or placement agent in connection with any offering or sale of securities or to arrange any financing by TFC, the Borrower or any of their respective Affiliates; and no liability or obligation on the part of Panmure or any of its Affiliates to proceed with or participate in an offering of securities or arrangement of financing by TFC, the Borrower or any of their respective Affiliates shall be created or exist unless or until Panmure or any of its Affiliates, as the case may be, has executed and delivered a purchase agreement, placement agency agreement or similar agreement containing Panmure's or such Affiliate's customary provisions (including provisions with respect to indemnification and contribution) and then only in accordance with the terms and conditions set forth therein.

Securitizations. (a) From the Effective Date through the termination of this Loan Agreement, WestLB Panmure Securities Inc. and any Affiliate thereof will have shall be the right of first refusal to act as sole manager or sole placement agent for all Securitizations; providedprovided that, howeverin its sole and absolute discretion, that Panmure or any such right Affiliate may elect to assemble a syndicate of managers or placement agents with respect to any given Securitization, in which case Panmure or such Affiliate shall cease to exist if act as the lead manager or lead placement agent for such Securitization. Notwithstanding the foregoing, Panmure and each Affiliate thereof may, in it sole and absolute discretion, waive its right to act as manager or placement agent in connection with a given Securitization, it being understood that any such waiver shall have ceased be effective only with respect to transact business such Securitization and shall not constitute a waiver of any right of Panmure or any Affiliate hereof to act as sole manager or sole placement agent in the placement of asset-backed securitiesconnection with any other Securitization. (b) The Borrower and TFC FinPac hereby acknowledge and agree that that, with respect to any Securitization, the amount of the proceeds of such Securitization received by any of their respective Affiliates from any equal to the aggregate of the Release Prices of the Contracts included in such Securitization shall be used to repay Advances then outstanding and other outstanding Secured Obligations under this Loan Agreement, the Note or any other Loan DocumentDocument as provided in Section 2.07(e). (c) With respect to each Securitization, the Borrower and TFC FinPac hereby agree to pay Panmure or the applicable Affiliate thereof the fee relating to such Securitization as set forth in the Engagement Letter. (d) Notwithstanding anything to the contrary contained herein, nothing set forth in this Section 7.03 Loan Agreement is intended to be nor does it constitute a commitment or obligation by Panmure or any of its Affiliates to act as an underwriter, manager or placement agent in connection with any offering or sale of securities or to arrange any financing by TFCFinPac, the Borrower or any of their respective Affiliates; and no liability or obligation on the part of Panmure or any of its Affiliates 41 Warehouse and Security Agreement to proceed with or participate in an offering or sale of securities or arrangement of financing by TFCFinPac, the Borrower or any of their respective Affiliates shall be created or exist unless or until Panmure or any of its Affiliates, as the case may be, has executed and delivered a purchase agreement, placement agency agreement or similar agreement containing Panmure's or such Affiliate's customary provisions (including provisions with respect to indemnification and contribution) and then only in accordance with the terms and conditions set forth therein.

Securitizations. (a) From the Effective Date through the termination of this Loan Agreement, WestLB Panmure Securities Inc. and any Affiliate thereof will have the right of first refusal to act as sole manager or sole placement agent for all Securitizations; provided, however, that such right shall cease to exist if -------- ------- Panmure and each Affiliate thereof shall have ceased to transact business in the placement of asset-backed securities. (b) The Borrower and TFC hereby acknowledge and agree that any proceeds received by any of their respective Affiliates from any Securitization shall be used to repay Advances then outstanding and other outstanding Secured Obligations under this Loan Agreement, the Note or any other Loan Document. (c) With respect to each Securitization, the Borrower and TFC hereby agree to pay Panmure or the applicable Affiliate thereof the fee relating to such Securitization as set forth in the Engagement Letter. (d) Notwithstanding anything to the contrary contained herein, nothing set forth in this Section 7.03 is intended to be nor does it constitute ------------ a commitment or obligation by Panmure or any of its Affiliates to act as an underwriter, manager or placement agent in connection with any offering or sale of securities or to arrange any financing by TFC, the Borrower or any of their respective Affiliates; and no liability or obligation on the part of Panmure or any of its Affiliates to proceed with or participate in an offering of securities or arrangement of financing by TFC, the Borrower or any of their respective Affiliates shall be created or exist unless or until Panmure or any of its Affiliates, as the case may be, has executed and delivered a purchase agreement, placement agency agreement or similar agreement containing Panmure's or such Affiliate's customary provisions (including provisions with respect to indemnification and contribution) and then only in accordance with the terms and conditions set forth therein.