Securitizations Clause Samples
The Securitizations clause defines the terms under which a party may transfer or assign its rights to payment or receivables under the agreement to a third party, typically as part of a securitization transaction. This clause often outlines the conditions that must be met for such transfers, such as requiring notice to the other party or ensuring that the transfer does not affect the obligations of the original parties. Its core function is to facilitate the ability of a party to raise capital or manage risk by packaging and selling financial assets, while maintaining transparency and protecting the interests of all parties involved.
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Securitizations. (a) So long as no Termination Event has occurred, the Borrower shall have the right on any Business Day to prepay all or (subject to clause (v) below) a portion of the Loans Outstanding and request the Administrative Agent to release its security interest and ▇▇▇▇ on the related Receivables (and the other related Collateral) in connection with a Securitization, subject to the following terms and conditions:
(i) The Borrower shall have given the Secured Parties, the Paying Agent and the Custodian at least five (5) Business Days’ prior written notice of its intent to effect a Securitization and, at least two (2) Business Days prior to the closing of the Securitization, shall provide the Secured Parties with all information reasonably required by it to produce the related Securitization Release, substantially in the form attached hereto as Exhibit H.
(ii) Each Securitization shall reduce the Loans Outstanding either (A) to $0.00 or (B) to no less than $[***]; provided, however, that notwithstanding the foregoing provisions of this Section, the Administrative Agent may, acting in good faith, permit a Securitization following the occurrence of a Termination Event provided that such Securitization satisfies the other provisions of this Section and shall reduce the Loans Outstanding to $0.00.
(iii) Unless a Securitization is to be effected on a Payment Date (in which case the relevant calculations with respect to such Securitization shall be reflected on the applicable Monthly Report), the Servicer shall deliver to the Secured Parties a Securitization Date Certificate and updated Receivable Data, together with evidence to the reasonable satisfaction of the Administrative Agent that the Borrower shall have sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement, which funds may come from the proceeds of sales of the Receivables in connection with such Securitization (which sales must be made in arm’s-length transactions); provided that, for the avoidance of doubt, the Administrative Agent shall not incur (and does not assume) any liability in connection with the determination by the Servicer or the Borrower that the Borrower has sufficient funds on the related Securitization Date to effect such Securitization in accordance with this Agreement.
(iv) On the related Securitization Date, the following shall be true and correct and the Borrower shall be deemed to have certified that, after giving effect to the...
Securitizations. As a material inducement to Lessor’s willingness to enter into the Transactions contemplated by this Lease and the other Transaction Documents, Lessee hereby acknowledges and agrees that Lessor may, from time to time and at any time (a) advertise, issue press releases, send direct mail or otherwise disclose information regarding the Transaction for marketing purposes; and (b) (i) act or permit another Person to act as sponsor, settler, transferor or depositor of, or a holder of interests in, one or more Persons or other arrangements formed pursuant to a trust agreement, indenture, pooling agreement, participation agreement, sale and servicing agreement, limited liability company agreement, partnership agreement, articles of incorporation or similar agreement or document; and (ii) permit one or more of such Persons or arrangements to offer and sell stock, certificates, bonds, notes, other evidences of indebtedness or securities that are directly or indirectly secured, collateralized or otherwise backed by or represent a direct or indirect interest in whole or in part in any of the assets, rights or properties described in Section 14.01 of this Lease, in one or more Persons or arrangements holding such assets, rights or properties, or any of them (collectively, the “Securities”), whether any such Securities are privately or publicly offered and sold, or rated or unrated (any combination of which actions and transactions described in both clauses (i) and (ii) in this paragraph, whether proposed or completed, are referred to in this Lease as a “Securitization”). Lessee shall cooperate fully with Lessor and any Affected Party with respect to all reasonable requests and due diligence procedures and use reasonable efforts to facilitate such Securitization, provided that such cooperation shall be at no additional cost or expense to Lessee so long as Lessee is not otherwise required to provide such information to Lessor pursuant to the other provisions of this Lease.
Securitizations. Seller is not a party to any agreement securitizing any of its assets.
Securitizations. Each party hereto authorizes the Administrative Agent to enter into customary intercreditor agreements not inconsistent with the provisions hereof, in connection with Securitizations permitted under this Agreement.
Securitizations. Target is not a party to any agreement securitizing any of its assets.
Securitizations. (a) Schedule 3.21(a) lists all of the Securitization Transactions as of the date of this Agreement. Except as disclosed in Schedule 3.21(a), with respect to each Contractual Obligation of the Seller relating to a Securitization Document: (i) such Contractual Obligation is legal, valid, binding, enforceable, and in full force and effect subject to the Bankruptcy Exception; (ii) neither the Seller nor any Subsidiary of the Seller has repudiated, and to the Knowledge of the Seller and its Subsidiaries, no other Person has repudiated, any such Contractual Obligation; and (iii) the fulfillment of any such Contractual Obligation by the Seller or by any Subsidiary of the Seller will not lead to any liability, obligation, judgment, lien, injunction, charge, order, decree, ruling, damage, assessment, loss, fine, penalty, expense, fee or cost for which any Purchaser Indemnified Party would be entitled to be indemnified pursuant to this Agreement.
(b) Each Purchased ABS Entity operates and has been operated since the date of its incorporation, organization or formation, as applicable, in accordance with its certificate of incorporation, bylaws or other constituent documents of such Person, if applicable, and all other Securitization Documents.
(c) No Purchased ABS Entity is party to, bound by or subject to any agreement, contract or commitment other than the Securitization Documents.
(d) No event has occurred and is continuing which (with or without notice or lapse of time) would be reasonably likely to result in any material recourse or indemnification obligation of the Seller or any of its Subsidiaries to any Purchased ABS Entity arising out of any Securitization Transaction.
(e) The representations and warranties of the Seller and the Purchased ABS Entities contained in the Securitization Documents and set forth in Schedule 3.21(e) are true and correct as of the date hereof without regard to any language therein specifying the date as of which the representation or warranty is true, and the other representations and warranties contained in the Securitization Documents were true and correct as of the date made. Neither the Seller nor any Purchased ABS Entity has taken any action (other than as servicer in enforcement of any lease in a manner consistent with the Securitization Documents) or failed to perform any covenant which action or failure has caused or will cause any representation or warranty contained in Section 2.04 of any Assignment and Servicing Agreement...
Securitizations. (a) Section 4.19(a) of the Company Disclosure Schedule sets forth a list of all of the securitization transactions (the “Securitizations“) in which the Company or one of its affiliates is the issuer, primary servicer, special servicer or manager.
(b) Section 4.19(b) of the Company Disclosure Schedule sets forth a list of all of the operative agreements and instruments relating to the Securitizations (the “Securitization Documents“). The Company has provided Parent true and complete copies of the Securitization Documents.
(c) The Company is as of the date of this Agreement, the primary servicer, special servicer and manager of each of the Securitizations.
(d) The Company, in its role as special servicer, primary servicer, and manager, has not received any notice of any default and does not know of any written notice of default on the part of the special servicer, primary servicer or manager under any of the Servicing Agreements relating to any of the Securitizations.
(e) The Company has not received any written notice of any “Document Defect” or “Breach” or with the passing of time would constitute a “Document Defect” or “Breach” (as such terms are defined in the Servicing Agreements included in the Securitization Documents) under the Servicing Agreements or the Loan Sale Agreements relating to any of the Securitizations.
(f) None of the parties identified as “issuers” under the Securitization Documents have received any notices of default under any of the Indentures included in the Securitization Documents.
Securitizations. Other than (x) Standard Securitization Undertakings and (y) in the case of a Non-Recourse Subsidiary, any Securitization Contract of such Non-Recourse Subsidiary and any other contract governing the indebtedness of such Non-Recourse Subsidiary for borrowed money, no contract governing any indebtedness for borrowed money of the Non-Recourse Subsidiaries, nor any other Securitization Contract, would require BancShares or any of its Subsidiaries to make a material payment directly related to (A) one or more uncollectible or uncollected loans or receivables, or (B) one or more failures of any Non-Recourse Subsidiary to make a payment to (1) any lender to such Non-Recourse Subsidiary, (2) any holder of a note issued by such Non-Recourse Subsidiary, (3) any other creditor of such Non-Recourse Subsidiary, or (4) any agent, custodian or trustee for any such lender, holder or creditor. Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on BancShares, none of BancShares nor any of its Subsidiaries is in violation of any representations made pursuant to any operative contract governing any indebtedness for borrowed money of any Non-Recourse Subsidiary or any other Securitization Contract relating to the ability of BancShares, any of its Subsidiaries or any Non-Recourse Subsidiary to perform its obligations under any Securitization Contract (or any contract, agreement or instrument referenced in any Securitization Contract).
Securitizations. Except as provided on Section 3.21 of the First Charter Disclosure Schedule, First Charter is not a party to any agreement securitizing any of its assets.
Securitizations. Not dispose of any account, note receivable or accounts receivable, with or without recourse, except if such disposal arises from a dealing in the ordinary course of business with the account debtor which owes the relevant obligation.