Permitted Securitizations Sample Clauses

Permitted Securitizations. The parties agree that any sale of Container Equipment from a Loan Party or any Restricted Subsidiary of such Loan Party to any Unrestricted Subsidiary of such Borrower at the original equipment cost or Net Book Value thereof shall be deemed to be an arm’s-length transaction. 10.23 [Reserved]. 10.24
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Permitted Securitizations. (i) The Administrative Agent may, in its sole and absolute discretion, waive the notice required to be delivered pursuant to (A) Section 2.07(c)(i) with respect to any Optional Sale or (B) Sections 2.07(d)(i)(A) with respect to any Loan Asset Dividend to be made in connection with a Permitted Securitization.
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Permitted Securitizations. The Borrower will not, and will not permit any of its Subsidiaries to, enter into or consummate any financing program providing for the sale or transfer of Securitization Assets by the Borrower or any Subsidiary unless such financing program constitutes a “Permitted Securitization” as defined in Section 1.01.
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Permitted Securitizations. Lender acknowledges and agrees that a substantial portion of Borrower's assets consists of lease and/or financing agreements, lease and/or financing receivables, interests in equipment leased and/or financed to various customers and residual interests in such leased equipment. Lender further acknowledges and agrees that Borrower contemplates, after the date hereof and prior to the repayment in full of the Loan, securitizations and or similar financing arrangements with respect to the aforementioned assets. Accordingly, notwithstanding anything contained in this Agreement to the contrary, Lender agrees that: (a) the transfer or other disposition, on one or more occasions, of all or substantially all of, or of any portion of, the assets of Borrower to one or more Special Purpose Subsidiaries shall be a permitted transfer or disposition of Borrower's assets; (b) in connection with the foregoing transfer or disposition of assets to any such Special Purpose Subsidiary, Borrower shall be permitted to make loans, advances or capital contributions to, invest in or otherwise acquire all or any portion of the equity interests of such Special Purpose Subsidiary, and the Lender shall have no interest in, or Lien on, the assets of any such Special Purpose Subsidiary; and (c) the occurrence of either of the foregoing shall not require the consent or approval of Lender and shall not be an Event of Default hereunder. Upon request of Borrower, Lender agrees to execute and deliver to Borrower any and all lien waivers or other releases required by Borrower to consummate the transfer of such assets to such Special Purpose Subsidiary free and clear of any Liens or security interests granted to Lender hereunder. Borrower agrees to provide Lender with thirty (30) days' written notice prior to any transfer of any assets of Borrower to any Special Purpose Subsidiary. Borrower further agrees that all sales made by its Special Purposes Subsidiaries shall be exclusively for cash and that all such funds (other than monies applied to pay the Servicing Fee) will (i) be applied to repay that amount of the Loan related to each of such sold assets; and (ii) that any excess funds after such repayment will remain in the direct or indirect (i.e., through possession by the wholly-owned SPE) possession of Borrower.
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Permitted Securitizations. The Borrower will not, and will not permit any of its Subsidiaries to, enter into or consummate any financing program providing for the sale or transfer of Securitization Assets by the Borrower or any Subsidiary unless such financing program constitutes a "Permitted Securitization" as defined in Section 1.01; provided, that the aggregate Net Disposition Proceeds received by the Borrower and its Subsidiaries from any and all Permitted Securitizations entered into or consummated prior to the repayment in full of the Bridge Subordinated Debt shall not exceed $45,000,000.
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Permitted Securitizations. The Borrower shall not, nor shall it permit any of its Subsidiaries to, enter into any Securitization Documents other than in connection with a Permitted Securitization (unless such Securitization Documents have been approved by the Required Banks or are non-material documentation entered into pursuant to such approved Securitization Documents) or amend or modify in any material respect which is adverse to the Banks any of such Securitization Documents unless such amendment or modification has been approved by the Required Banks; provided, however, that if the Securitization Documents, after giving effect to such amendment or modification, would constitute a Permitted Securitization, then such approval of the Required Banks shall not be required.
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Permitted Securitizations. DMSLIBRARY01\32370595.v1
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Related to Permitted Securitizations

  • Cooperation in Securitization (a) Each Note Holder acknowledges that any Note Holder may elect, in its sole discretion, to include its Note in a Securitization. In connection with a Securitization and subject to the terms of the preceding sentence, at the request of the related Securitizing Note Holder, each related Non-Securitizing Note Holder shall use reasonable efforts, at such Securitizing Note Holder’s expense, to satisfy, and to cooperate with such Securitizing Note Holder in attempting to cause the Mortgage Loan Borrower to satisfy, the market standards to which such Securitizing Note Holder customarily adheres or that may be reasonably required in the marketplace or by the Rating Agencies in connection with such Securitization, including, entering into (or consenting to, as applicable) any modifications to this Agreement or the Mortgage Loan Documents and to cooperate with such Securitizing Note Holder in attempting to cause the Mortgage Loan Borrower to execute such modifications to the Mortgage Loan Documents, in any such case, as may be reasonably requested by the Rating Agencies to effect such Securitization; provided, that no Non-Securitizing Note Holder shall be required to modify or amend this Agreement or any Mortgage Loan Documents (or consent to such modification, as applicable) in connection therewith, if such modification or amendment would (i) change the interest allocable to, or the amount of any payments due to or priority of such payments to, such Non-Securitizing Note Holder or (ii) materially increase such Non-Securitizing Note Holder’s obligations or materially decrease such Non-Securitizing Note Holder’s rights, remedies or protections. In connection with any Securitization, each related Non-Securitizing Note Holder shall provide for inclusion in any disclosure document relating to such Securitization such information concerning such Non-Securitizing Note Holder and its Note as the related Securitizing Note Holder reasonably determines to be necessary or appropriate, and such Non-Securitizing Note Holder shall, at the Securitizing Note Holder’s expense, cooperate with the reasonable requests of each Rating Agency and such Securitizing Note Holder in connection with such Securitization (including, without limitation, reasonably cooperating with the Securitizing Note Holder (without any obligation to make additional representations and warranties) to enable the Securitizing Note Holder to make all necessary certifications and deliver all necessary opinions (including customary securities law opinions) in connection with the Mortgage Loan and such Securitization), as well as in connection with all other matters and the preparation of any offering documents thereof and to review and respond reasonably promptly with respect to any information relating to such Non-Securitizing Note Holder and its Note in any Securitization document. Each Note Holder acknowledges that in connection with any Securitization, the information provided by it in its capacity as a Non-Securitizing Note Holder to the related Securitizing Note Holder may be incorporated into the offering documents for such Securitization. Each Securitizing Note Holder and each Rating Agency shall be entitled to rely on the information supplied by, or on behalf of, each Non-Securitizing Note Holder. The Securitizing Note Holder shall reasonably cooperate with each Non-Securitizing Note Holder by providing all information reasonably requested that is in the Securitizing Note Holder’s possession in connection with such Non-Securitizing Note Holder’s preparation of disclosure materials in connection with a Securitization. Upon request, each Securitizing Note Holder shall deliver to each related Non-Securitizing Note Holder drafts of the preliminary and final offering memoranda, prospectus supplement, free writing prospectus and any other disclosure documents and the pooling and servicing agreement for the Securitization of such Securitizing Note Holder’s Note and provide reasonable opportunity to review and comment on such documents.

  • Portfolio Transactions The Manager is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Portfolio and is directed to use its best efforts to obtain the best available prices and most favorable executions, except as prescribed herein. It is understood that the Manager will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or to the Portfolio, or be in breach of any obligation owing to the Fund or to the Portfolio under this Agreement, or otherwise, solely by reason of its having caused the Portfolio to pay a member of a securities exchange, a broker, or a dealer a commission for effecting a securities transaction for the Portfolio in excess of the amount of commission another member of an exchange, broker, or dealer would have charged if the Manager determines in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or the Manager’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. The Manager will promptly communicate to the officers and directors of the Fund such information relating to transactions for the Portfolio as they may reasonably request.

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