Special Purpose Securitization Subsidiary means (i) a direct or indirect Subsidiary of the Borrower established in connection with a Permitted Securitization Financing for the acquisition of Securitization Assets or interests therein, and which is organized in a manner (as determined by the Borrower in good faith) intended to reduce the likelihood that it would be substantively consolidated with Holdings (prior to a Qualified IPO), the Borrower or any of the Subsidiaries (other than Special Purpose Securitization Subsidiaries) in the event Holdings (prior to a Qualified IPO), the Borrower or any such Subsidiary becomes subject to a proceeding under the U.S. Bankruptcy Code (or other insolvency law) and (ii) any subsidiary of a Special Purpose Securitization Subsidiary.
Special Purpose Securitization Subsidiary means any Restricted Subsidiary (x) party as of the Issue Date to any Existing Securitization Document or (y) (1) to which the Issuer or a Subsidiary of the Issuer transfers or otherwise conveys Securitization Assets, (2) which engages in no activities other than in connection with the receipt, management, transfer and financing of those Securitization Assets and activities incidental or related thereto, (3) none of the obligations of which are guaranteed by the Issuer or any Subsidiary of the Issuer (other than another Special Purpose Securitization Subsidiary) other than pursuant to Standard Securitization Undertakings, and (4) with respect to which neither the Issuer nor any Subsidiary of the Issuer has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results.
Special Purpose Securitization Subsidiary any Subsidiary of the Company which is (a) designated by the Board of Directors of the Company as a Special Purpose Securitization Subsidiary in a resolution of its board of directors (or committees thereof) or by a certificate signed by a Responsible Officer and (b) organized in a manner intended to reduce the likelihood that it would be substantively consolidated with the Company or any of the Subsidiaries (other than Special Purpose Securitization Subsidiaries) in the event the Company or any such Subsidiary or Unrestricted Subsidiary becomes subject to a proceeding under the Bankruptcy Code (or other insolvency law) and whose only material assets consist of Securitization Assets, Investments received in respect thereof or other proceeds thereof.
Examples of Special Purpose Securitization Subsidiary in a sentence
The Company will not, and will not permit any Subsidiary to, engage to any material extent in any business other than businesses of the type conducted by the Company and the Subsidiaries on the Closing Date and businesses reasonably related, ancillary or complementary thereto or constituting a reasonable extension thereof (including, for the avoidance of doubt, in the case of any Special Purpose Securitization Subsidiary, Permitted Securitization Financings).
More Definitions of Special Purpose Securitization Subsidiary
Special Purpose Securitization Subsidiary means (i) a direct or indirect Subsidiary of the U.S. Borrower established in connection with a Permitted Securitization Financing for the acquisition of Securitization Assets or interests therein, and (ii) any subsidiary of a Special Purpose Securitization Subsidiary.
Special Purpose Securitization Subsidiary means (i) a wholly-owned limited purpose Subsidiary of the US Borrower established in connection with, and that engages only in, one or more Permitted Securitization Financings and that is organized in a customary manner intended to reduce the likelihood that it would be substantively consolidated with the US Borrower or any of the Subsidiaries in the event the US Borrower or any such Subsidiary becomes subject to a proceeding under the Bankruptcy Code (or other insolvency law) or (ii) a wholly owned limited purpose Subsidiary of the US Borrower established in connection with Permitted Securitization Financings or Permitted Receivables Financings, the sole activities of which consist of (x) purchasing Receivables Assets from the US Borrower or any Subsidiary of the US Borrower (other than Special Purpose Securitization Subsidiaries) and selling such Receivables Assets to Special Purpose Securitization Subsidiaries referred to in clause (i) above or factoring or borrowing against such Receivables Assets in Permitted Receivables Financings and (y) purchasing Inventory Assets from the US Borrower or any Subsidiary of the US Borrower (other than Special Purpose Securitization Subsidiaries) and selling such Inventory Assets to Special Purpose Securitization Subsidiaries in connection with Permitted Securitization Financings.
Special Purpose Securitization Subsidiary means (i) a direct or indirect subsidiary of a Borrower established in connection with a Permitted Securitization Financing for the acquisition of Securitization Assets or interests therein, and which is designated (as provided below) as a “Special Purpose Securitization Subsidiary” (x) with which no Borrower nor any of its Restricted Subsidiaries has any contract, agreement, arrangement or understanding (other than pursuant to the Permitted Securitization Documents (including with respect to fees payable in the ordinary course of business in connection with the servicing of accounts receivable and related assets)) on terms less favorable to such Borrower or such Restricted Subsidiary than those that might be obtained at the time from persons that are not Affiliates of the Borrower Representative (as determined by the Borrower Representative in good faith) and (y) to which neither no Borrower nor any other Restricted Subsidiary has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results (other than as contemplated in the definition of “Permitted Securitization Financing”) and (ii) any subsidiary of a Special Purpose Securitization Subsidiary. Any such designation shall be evidenced to the Administrative Agent by filing with the Administrative Agent an officer’s certificate of the Borrower Representative certifying that, to the best of such officer’s knowledge and belief after consultation with counsel, such designation complied with the foregoing conditions.
Special Purpose Securitization Subsidiary means (i) a direct or indirect Subsidiary of the Issuer established in connection with a Permitted Securitization Financing for the acquisition of Securitization Assets or interests therein and/or Equity Interests in other Special Purpose Securitization Subsidiaries, and which is organized in a manner (as determined 45
Special Purpose Securitization Subsidiary means (i) a direct or indirect Subsidiary of the Issuer established in connection with a Permitted Securitization Financing for the acquisition of Securitization Assets or interests therein and/or Equity Interests in other Special Purpose Securitization Subsidiaries, and which is organized in a manner (as determined by the Issuer in good faith) intended to reduce the likelihood that it would be substantively
Special Purpose Securitization Subsidiary has the meaning ascribed to it in the New Senior Subordinated Note Indenture.
Special Purpose Securitization Subsidiary means a wholly-owned limited purpose Subsidiary of the U.S. Borrower established in connection with, and that engages only in, one or more Permitted Securitization Financings and that is organized in a customary manner intended to reduce the likelihood that it would be substantively consolidated with Holdings, the U.S. Borrower or any of the Subsidiaries in the event Holdings, the U.S. Borrower or any such Subsidiary becomes subject to a proceeding under the Bankruptcy Code (or other insolvency law). In addition to the foregoing, from and after the effective date of this Amendment, each reference in the Credit Agreement to the terms “Permitted Subordinated Refinancing Indebtedness” and “Permitted Subordinated Refinancing Documents” (including, in each case, in the definitions of those terms) shall be deemed to be a reference to “Permitted Subordinated / Senior Refinancing Indebtedness” and “Permitted Subordinated / Senior Refinancing Documents”, respectively.