Asset Securitization Transaction definition

Asset Securitization Transaction means (i) the sale of receivables with respect to Equipment Leases and related assets or (ii) the sale of Equipment Leases and related assets, together in either case with the ancillary transactions occurring in connection with a securitized financing of such sale.
Sample 1
Asset Securitization Transaction means any financing arrangement entered into by the Borrower or any of its Affiliates (other than under this Agreement) pursuant to which the Borrower is required to sell or pledge any interests in a material portion of the Collateral hereunder to secure or provide for the payment of amounts owing by the Borrower or such Affiliate to the provider of such credit or in respect of securities issued by the Borrower, such Affiliate or any other third-party credit provider and backed by such Collateral.
Sample 1
Asset Securitization Transaction means a transaction in which the Company or any Restricted Subsidiary sells receivables or other assets to a special purpose entity satisfying the following criteria: (i) such sale is pursuant to an agreement evidencing the intent of the parties that for accounting and all other purposes, such sale is to be treated as a sale by the Company and a purchase by such special purpose entity (and not as a lending transaction); (ii) the purchaser receives an opinion of nationally recognized counsel to the effect that, under, applicable bankruptcy, insolvency and similar laws (subject to assumptions and qualifications customary for opinions of such type), such transaction will be treated as a true sale and not as a lending transaction and that the assets of such purchasing special purpose entity will not be consolidated with the assets of the selling entity, the Company or any Affiliate of the Company; (iii) the parties to such transaction shall treat such transaction as a sale under FAS 125 and for all other accounting purposes; (iv) the purchase price shall be an amount that represents the reasonably equivalent value of the receivables or other assets subject thereto (determined as of the date of such sale); and (v) such sale shall be without recourse to the Company or such Restricted Subsidiary, except to the extent of normal and customary representations and warranties (in no event relating to collectibility or ultimate payment of receivables), made by the Company or such Restricted Subsidiary as of the date of such sale and not as continuing representations and warranties, and any other indicia of recourse (in no event relating to collectibility or ultimate payment of receivables) substantially comparable to those permitted in securitization transactions generally and consistent with the opinion referred to in clause (ii).
Sample 1

Examples of Asset Securitization Transaction in a sentence

  • No Adverse Development has occurred and is continuing in connection with any Company Sponsored Asset Securitization Transaction.

  • For purposes of this Section 3.20 and Section 3.5(c), “Subsidiary” shall include any Subsidiary of Company and, if and to the extent not otherwise included, also include each issuer, sponsor and/or depositor in each Company Sponsored Asset Securitization Transaction.

  • Section 6.3(a) of the Credit Agreement is hereby amended to insert subpart (iv) after subpart (iii) thereof: or (iv) enter into any Asset Securitization Transaction, as defined, respectively, in each of the Senior Subordinated Indentures.

  • All reports required to be filed since January 1, 2006 with the SEC or any other Governmental Entity in connection with any offering of securities in any loan or other asset securitization transaction in which Company or any of its Subsidiaries was an issuer, sponsor or depositor (a “ Company Sponsored Asset Securitization Transaction ”) complied as to form in all material respects with the published rules and regulations of the SEC or such other Governmental Entity with respect thereto.

  • In addition, Borrower or any of its consolidated Subsidiaries may sell any of its account receivables or any interest therein or any invoice to any Person pursuant to, and subject to the terms and conditions of, any Permitted Asset Securitization Transaction.

  • This Section 8.12, however, shall not apply to any covenants applicable to Golden Eagle in any agreement evidencing, securing or ensuring any Indebtedness of Golden Eagle or any Asset Securitization Transaction entered into by Golden Eagle.

  • Borrower shall deliver, or cause to be delivered, to the Agent and the Co-Agent, a copy of the material Asset Securitization Documents executed in connection with a Permitted Asset Securitization Transaction promptly after the consummation of such Permitted Asset Securitization Transaction.

  • As used in this Agreement, "Company Sponsored Asset Securitization Transaction" means any loan or other asset securitization transaction in which the Company or any of its Subsidiaries was an issuer, sponsor, depositor or transferor.

  • In addition to any other restrictions hereunder, Borrower will not enter into, or allow any Subsidiary to enter into, any agreements evidencing, securing or ensuring any Indebtedness thereof or any Asset Securitization Transaction with covenants as to Borrower or said Subsidiary more restrictive than those contained in this Credit Agreement.

  • In addition, each of Borrower and its Consolidated Subsidiaries may sell its accounts receivable (or any interest therein) or any invoice pursuant to, and subject to the terms and conditions of, any Permitted Asset Securitization Transaction.


More Definitions of Asset Securitization Transaction

Asset Securitization Transaction means any transfer of accounts receivable and other related assets to the extent that such transfer is treated as a sale of financial assets under FASB Statement No. 140, as in effect from time to time.
Sample 1
Asset Securitization Transaction means a transaction or series of related transactions entered into by a Credit Party for the purpose of obtaining funds or credit or for related financial purposes, whereby such Credit Party, directly or indirectly, sells, assigns, transfers, leases or otherwise disposes of assets to a Person whose business includes acquiring, holding or creating interests in, creating securities or debt backed or secured by, or otherwise dealing in, such assets, and after their disposal, such assets continue to be leased, managed, administered, serviced and/or operated by such Credit Party or any of its Affiliates;
Sample 1
Asset Securitization Transaction means any financing pursuant to which the Company or any Restricted Subsidiary sells to a special purpose entity or any other Person, at a price representing the reasonably equivalent value thereof (determined as of the date of such sale), or grants a security interest in, accounts receivable (and related assets), provided that such financing shall be on customary market terms applicable to asset securitization transactions and shall be with limited or no recourse to the Company and such Restricted Subsidiary (other than such special purpose entity or other Person), except to the extent of normal and customary representations and warranties (in no event relating to collectibility or ultimate payment of receivables) made by the Company or such Restricted Subsidiary, and any other indicia of recourse substantially comparable to those permitted in asset securitization transactions generally (in no event relating to collectibility or ultimate payment of receivables).
Sample 1

Related to Asset Securitization Transaction

  • Securitization Transaction Any transaction involving either (1) a sale or other transfer of some or all of the Mortgage Loans directly or indirectly to an issuing entity in connection with an issuance of publicly offered or privately placed, rated or unrated mortgage-backed securities or (2) an issuance of publicly offered or privately placed, rated or unrated securities, the payments on which are determined primarily by reference to one or more portfolios of residential mortgage loans consisting, in whole or in part, of some or all of the Mortgage Loans.

  • Permitted Securitization Transaction Any financing transaction undertaken by the Seller or an Affiliate of the Seller that is secured, directly or indirectly, by the Collateral or any portion thereof or any interest therein, including any sale, lease, whole loan sale, asset securitization, secured loan or other transfer.

  • Qualified Securitization Transaction means any transaction or series of transactions that may be entered into by the Company or any of its Restricted Subsidiaries pursuant to which the Company or any of its Subsidiaries may sell, convey or otherwise transfer to:

  • Securitization Transfer The sale or transfer of some or all of the Mortgage Loans to a trust or other entity as part of a publicly-issued or privately-placed, rated or unrated mortgage pass-through or other mortgage-backed securities transaction.

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • Pawn transaction means the same as that term is defined in Section 13-32a-102.

  • Acquisition Transaction means any transaction or series of transactions involving:

  • Proposed Acquisition Transaction means, with respect to a SpinCo, a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by the management or shareholders of such SpinCo, is a hostile acquisition, or otherwise, as a result of which such SpinCo would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from such SpinCo and/or one or more holders of outstanding shares of Capital Stock of such SpinCo, a number of shares of Capital Stock of such SpinCo that would, when combined with any other changes in ownership of Capital Stock of such SpinCo pertinent for purposes of Section 355(e) of the Code, comprise 45% or more of (a) the value of all outstanding shares of stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (b) the total combined voting power of all outstanding shares of voting stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by such SpinCo of a shareholder rights plan or (ii) issuances by such SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or Treasury Regulations promulgated under Section 355(e) of the Code shall be incorporated into this definition and its interpretation.

  • Asset Swap Transaction means each asset swap transaction entered into under a 1992 ISDA Master Agreement (Multicurrency-Cross Border) or 2002 ISDA Master Agreement (or such other ISDA pro forma master agreement as may be published by ISDA from time to time) (together with the schedule and confirmation relating thereto, including any guarantee thereof and any credit support annex entered into pursuant to the terms thereof, and each as amended or supplemented from time to time, an “Asset Swap Agreement”) entered into by the Issuer with an Asset Swap Counterparty in connection with a Non-Euro Obligation under which the Issuer swaps cash flows receivable on such Non-Euro Obligation for Euro-denominated cash flows from such Asset Swap Counterparty.

  • Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.

  • Co-Investment Transaction means any transaction in which a Regulated Fund (or its Wholly-Owned Investment Sub (defined below)) participated together with one or more Affiliated Funds and/or one or more other Regulated Funds in reliance on the Order.

  • Permitted Securitization Financing means one or more transactions pursuant to which (i) Securitization Assets or interests therein are sold or transferred to or financed by one or more Special Purpose Securitization Subsidiaries, and (ii) such Special Purpose Securitization Subsidiaries finance (or refinance) their acquisition of such Securitization Assets or interests therein, or the financing thereof, by selling or borrowing against Securitization Assets (including conduit and warehouse financings) and any Hedging Agreements entered into in connection with such Securitization Assets; provided, that recourse to the Borrower or any Subsidiary (other than the Special Purpose Securitization Subsidiaries) in connection with such transactions shall be limited to the extent customary (as determined by the Borrower in good faith) for similar transactions in the applicable jurisdictions (including, to the extent applicable, in a manner consistent with the delivery of a “true sale”/“absolute transfer” opinion with respect to any transfer by the Borrower or any Subsidiary (other than a Special Purpose Securitization Subsidiary).

  • M&A Transaction means (i) the consolidation of the Company with, or a merger with or into, any third party, following which the Company’s stockholders immediately prior to such transaction, will own less than 50.1% of the surviving entity or the Company, as applicable, immediately following such transaction, or (ii) an acquisition or other transfer of all or substantially all of the Company’s securities or assets.

  • First Securitization means the earliest to occur of the Note A-1 Securitization and the Note A-2 Securitization.

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

  • Distribution Transaction means any distribution of equity securities of a Subsidiary of the Company to holders of Common Stock, whether by means of a spin-off, split-off, redemption, reclassification, exchange, stock dividend, share distribution, rights offering or similar transaction.

  • Factoring Transaction means any transaction or series of transactions that may be entered into by the Borrower or any Subsidiary pursuant to which the Borrower or such Subsidiary may sell, convey, assign or otherwise transfer (or purport to sell, convey, assign or otherwise transfer) Securitization Assets (which may include a grant of security interest in such Securitization Assets so sold, conveyed, assigned or otherwise transferred or purported to be so sold, conveyed, assigned or otherwise transferred) to any Person.

  • Public-finance transaction means a secured transaction in connection with which:

  • Termination Transaction has the meaning set forth in Section 11.2.B hereof.

  • Permitted Securitization means, for any Borrower and its Subsidiaries, any sale, assignment, conveyance, grant and/or contribution, or series of related sales, assignments, conveyances, grants and/or contributions, by such Borrower or any of its Subsidiaries of Receivables (or purported sale, assignment, conveyance, grant and/or contribution) to a trust, corporation or other entity, where the purchase of such Receivables may be funded or exchanged in whole or in part by the incurrence or issuance by the applicable Securitization SPV, if any, of Indebtedness or securities (such Indebtedness and securities being “Attributable Securitization Obligations”) that are to be secured by or otherwise satisfied by payments from, or that represent interests in, the cash flow derived primarily from such Receivables (provided, however, that “Indebtedness” as used in this definition shall not include Indebtedness incurred by a Securitization SPV owed to any Borrower or any of its Subsidiaries, which Indebtedness represents all or a portion of the purchase price or other consideration paid by such Securitization SPV for such receivables or interests therein), where (i) any representation, warranty, covenant, recourse, repurchase, hold harmless, indemnity or similar obligations of such Borrower or any of its Subsidiaries, as applicable, in respect of Receivables sold, assigned, conveyed, granted or contributed, or payments made in respect thereof, are customary for transactions of this type, and do not prevent the characterization of the transaction as a true sale under Applicable Laws (including debtor relief laws) and (ii) any representation, warranty, covenant, recourse, repurchase, hold harmless, indemnity or similar obligations of any Securitization SPV in respect of Receivables sold, assigned, conveyed, granted or contributed or payments made in respect thereof, are customary for transactions of this type.

  • Qualified Securitization Financing means any Securitization Facility (and any guarantee of such Securitization Facility), that meets the following conditions: (i) the Borrower shall have determined in good faith that such Securitization Facility (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Borrower and the Restricted Subsidiaries; (ii) all sales of Securitization Assets and related assets by the Borrower or any Restricted Subsidiary to the Securitization Subsidiary or any other Person are made at fair market value (as determined in good faith by the Borrower); (iii) the financing terms, covenants, termination events and other provisions thereof shall be on market terms (as determined in good faith by the Borrower) and may include Standard Securitization Undertakings; and (iv) the obligations under such Securitization Facility are nonrecourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to the Borrower or any Restricted Subsidiary (other than a Securitization Subsidiary).

  • Business Combination Transaction means:

  • Significant Transaction means a transaction which meets any one of the tests below:

  • Securitization Repurchase Obligation means any obligation of a seller of Securitization Assets in a Qualified Securitization Financing to repurchase Securitization Assets arising as a result of a breach of a representation, warranty or covenant or otherwise, including, without limitation, as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, off set or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.

  • REO Acquisition The acquisition by the Master Servicer on behalf of the Trustee for the benefit of the Certificateholders of any REO Property pursuant to Section 3.14.