Securitization Services. Section 13.1 SECURITIZATION.
(a) On or prior to the date on which *** of Lease Financing Loans have been funded hereunder, the Lender at its sole discretion may choose to engage in a Securitization. Thereafter, the Lender will use its best efforts to engage in a Securitization.
(b) The eRoom Parties agree to cooperate with the Lender in effecting a Securitization (including signing any documents necessary thereto) in such format as the Lender reasonably determines will maximize the economic interests of the Lender. To such end the provisions of Article III, Section 8 "Securitization Services" of the Program Agreement are incorporated herein.
Securitization Services. Services necessary to the pooling, processing, and securitization of pools of mortgage loans have not been negotiated and are not part of the scope of services contemplated in this Agreement. Any such services that may be required in the future will require the negotiation and completion of an additional scope of services agreement and will be separately priced from the services currently covered under this Agreement.
Securitization Services a. The Program will engage in the Securitization of Business Leases or Lease Financing Loans. Until cumulative funding of $25 million of Lease Financing Loans is attained, ALC, at its sole discretion, may choose to engage in a Securitization. When $25 million or more of funding of Lease Financing Loans is attained, ALC will use its best efforts to engage in a Securitization. The parties anticipate that either (i) RSi SPE will transfer or contribute the Business Leases to a trust which, in turn, will issue securities to investors ("Investors"), ALC and RSi or (ii) ALC will transfer or contribute the Lease Financing Loans to a trust which, in turn, will issue securities to Investors and ALC, but not RSi except to the extent specifically set forth herein. RSi and RSi SPE agree to cooperate with ALC in effecting the Securitization in such format as ALC reasonably determines will maximize the economic interests of ALC (and RSi if RSi is to receive any securities from such Securitization) resulting from such Securitization as anticipated in this Agreement and RSi and RSi SPE will execute all documents reasonably necessary to effectuate such Securitization. ALC will manage the Securitization process by providing such services as may be required as determined in ALC's sole and absolute discretion, including, but not limited to, the following:
(i) assistance in the generation of a private placement memorandum or prospectus and prospectus supplement, if any;
(ii) assistance in placement of securities with investors;
(iii) settlement date accounting;
(iv) proceeds distribution;
(v) assistance in presenting Business Leases/Lease Financing Loans and proposed structure of the Securitization to rating agencies and monoline insurance providers and responding to rating agency/monoline insurance providers' inquiries; and
(vi) all other aspects of the closing of the Securitization process.
b. Any third party, including, but not limited to investment bankers and legal counsel, to be used in the Securitization process shall be selected by ALC.
c. ALC intends to work with one or more third parties on Securitization file preparation for all Business Leases/Lease Financing Loans, to ensure consistent presentation of lease related information to rating agencies and investors. RSi agrees to cooperate with any and all reasonable information requests of ALC and its third parties relating to the sale of the Business Leases/Lease Financing Loans in connection with a Securitization.
d. ...
