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.
Securitization Transaction. The Purchaser and the Seller acknowledge and agree that the purpose of Sections 3.02(b), 4.04, 4.05, 4.07, 5.03, 6.04, 8.01(b) and 10.08 of this Agreement is to facilitate compliance by the Purchaser and any Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. Although Regulation AB is applicable by its terms only to offerings of asset-backed securities that are registered under the Securities Act, the Seller acknowledges that investors in privately offered securities may require that the Purchaser or any Depositor provide comparable disclosure in unregistered offerings. References in this Agreement to compliance with Regulation AB include provision of comparable disclosure in private offerings. Neither the Purchaser nor any Depositor shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Seller acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Purchaser or any Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with any Securitization Transaction, the Seller shall cooperate fully with the Purchaser to deliver to the Purchaser (including any of its assignees or designees) and any Depositor, any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Purchaser or any Depositor to permit the Purchaser or such Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Seller, any Subservicer and the Mortgage Loans, or the servicing of the Mortgage Loans, reasonably believed by the Purchaser or any Depositor to be necessary in order to effect such compliance. The Purchaser (including any of its assignees or designees) shall cooperate with the Seller by providing timely notice of requests for information under these pro...
Securitization Transaction. 55 Section 9.1. Removal of Mortgage Loans from Inclusion Under this Agreement Upon a Securitization Transaction............................................55 ARTICLE X. DEFAULT......................................................57 Section 10.1. Events of Default......................................57 Section 10.2. Waiver of Defaults.....................................58 ARTICLE XI. TERMINATION..................................................59 Section 11.1. Termination............................................59
Securitization Transaction. Prison Realty shall use its commercially reasonable efforts to promptly consummate a transaction yielding net proceeds in excess of $70.0 million pursuant to a "securitization" (or other similar financing) of payments due Prison Realty or its Subsidiaries from the HMP Secretary of State for the Home Department of the United Kingdom with respect to Prison Realty's HMP Forest Bank facility located in Salford, England.
Securitization Transaction. Any transaction subject to Regulation AB involving either (1) a sale or other transfer of some or all of the Specified Mortgage Loans directly or indirectly to an issuing entity in connection with an issuance of publicly offered, rated mortgage-backed securities or (2) an issuance of publicly offered, rated 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 Specified Mortgage Loans.
Securitization Transaction. Removal of Mortgage Loans from Inclusion Under this Agreement Upon a Securitization Transaction 77
Securitization Transaction. 8 "Security Register" and "Security Registrar"......
Securitization Transaction. In the event this Loan becomes the -------------------------- subject of a transaction involving the sale of the Loan or participation therein or the sale or transfer of the Loan to a trust or other special purpose vehicle to be formed as part of a transaction involving the issuance of publicly or privately placed, rated or unrated mortgage pass-through securities (each a "Securitization"), Borrower and Tenant shall cooperate with and take such ----------------- actions as may be reasonably required by Lender, the Rating Agencies or the marketplace in connection with such a Securitization. Without limiting the foregoing, Borrower shall: (i) within ten (10) Business Days after Lender's written request therefor, deliver opinions in form and substance and delivered by counsel reasonably acceptable to Lender and the Rating Agencies, as may be reasonably required by Lender or the Rating Agencies in connection with such Securitization including, without limitation, opinions on due authorization, execution, enforceability, substantive non-consolidation, fraudulent conveyance, true sale and 10b-5 opinions, (ii) upon Lender's written request therefor, promptly deliver such audited or unaudited financial statements and related documentation prepared by an Independent certified public accountant and other financial information relating to the Mortgaged Property or Borrower as may be reasonably requested by Lender or the Rating Agencies, (iii) provide Lender and the Rating Agencies business plans and budgets relating to the Mortgaged Property and such other information as may be reasonably requested by Lender or the Rating Agencies or as may be necessary or appropriate in connection with the Securitization, (iv) perform or permit or cause to be performed or permitted such site inspection, appraisals, market studies, environmental reviews and reports (Phase I's and, if appropriate, Phase II's), engineering reports and other due diligence investigations of the Mortgaged Property and Borrower, all as may be reasonably requested by Lender or the Rating Agencies or as may be necessary or appropriate in connection with the Securitization, (v) make such representations and warranties as of the closing date of the Securitization with respect to the Mortgaged Property, Borrower, and the Loan Documents as are customarily provided in securitization transactions and as may be reasonably requested by Lender or the Rating Agencies, including certifying as to the accuracy of the rep...
Securitization Transaction. “Securitization Transaction” shall mean any transaction involving the issuance of negotiable securities collateralized by pooled assets of the issuer.
Securitization Transaction. Notwithstanding anything to the contrary in Section 15.5(a) or elsewhere in this Agreement, BPM may assign to a Third Party its right to receive all of the milestone payments, sales milestone payments, royalty payments owed under Article 8 (such assignment, a “Securitization Transaction”) after notifying Roche. Further, in connection with a contemplated Securitization Transaction, BPM may disclose to such Third Party the terms of this Agreement and the royalty reports contemplated under Section 8.8, without the prior written consent of Roche, to the extent reasonably necessary to enable such Third Party to evaluate the Securitization Transaction opportunity (provided that such Third Party is under obligations of confidentiality and non-use with respect to such Confidential Information that are no less stringent than the terms of Article 12), and to allow such Third Party to exercise its rights under this Section 15.5(b). As part of any consummated Securitization Transaction, BPM may assign its right to receive the royalty reports and to conduct audits under Section 8.15 to the counterparty in such Securitization Transaction, and to allow such counterparty to exercise its rights under such Sections; provided that after such assignment BPM shall have no further right to receive the royalty reports or to conduct audits under Section 8.15.
