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. (a) On any Business Day, the Borrower shall have the right to prepay all or a portion of the Loans Outstanding and require the Administrative Agent to release its security interest and Lien on the related Receivables (and the other related Collateral) in connection with a Securitization which release shall be delivered in the form of the Securitization Release on the Securitization Date, subject to the following terms and conditions:
(i) the Borrower shall have given the Administrative Agent, each Agent, the Servicer, the Account Bank, the Backup Servicer and the Electronic Vault Provider (solely with respect to any Electronic Contracts) at least thirty (30) days’ (or such lesser number of days as agreed to by the Required Lenders) prior written notice of its intent to effect a Securitization; provided, however, that the Borrower shall only be required to provide at least two (2) Business Days’ prior notice to such parties, and need not provide such notice to the Electronic Vault Provider with respect to any existing Securitization to the extent such Securitization constitutes a transfer of Receivables by the Borrower to a Special Purpose Affiliate during the revolving period of such Special Purpose Affiliate’s respective Securitization, provided, that such notice is delivered in the form set forth in Annex 2 of Exhibit G hereto; and provided further, that, for the avoidance of doubt, such two (2) Business Days’ notice period shall not apply with respect to the initial transfer of Receivables by the Borrower to a Special Purpose Affiliate in connection with any new Securitization;
(ii) 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 Administrative Agent (A) a Securitization Date Certificate (which shall include the relevant calculations with regard to such Securitization, including a calculation of the Borrowing Base after giving effect to such Securitization) and any distribution to the Borrower of excess funds pursuant to Section 2.15(a)(iv)(z)), 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...
Securitizations. (a) On any Securitization Date, the SPV shall have the right to prepay all or a portion of the Loans in accordance with Section 2.8 hereof in connection with the sale and assignment of all or a portion of the Affected Assets, as the case may be (each, a “Securitization”), subject to the following terms and conditions:
(i) the SPV shall have given the Facility Agent at least fifteen (15) Business Days’ prior written notice of its intent to effect a Securitization, unless such notice is waived or reduced by the Facility Agent;
(ii) any Securitization shall be in connection with a Permitted Term Securitization Transaction;
(iii) to the extent that the proposed Securitization relates to less than all of the Loans outstanding at such time, after giving effect to such Securitization and the assignment to the SPV of all or a portion of the Affected Assets, as the case may be, on any Securitization Date, (v) the aggregate outstanding principal amount of all the Loans shall not exceed the lesser of the Facility Limit and the Borrowing Base, (w) the representations and warranties contained in Sections 3.1 and 3.2 hereof shall continue to be correct in all material respects, except to the extent relating to an earlier date, (x) the eligibility of any Pool Receivable remaining as part of the Affected Assets after the Securitization will be redetermined as of the Month End Date immediately preceding the Securitization Date according to the terms hereof, (y) the Concentration Limit Excess will be redetermined as of the Month End Date immediately preceding the Securitization Date according to the terms hereof, and (z) neither an Potential Termination Event nor a Termination Event shall be continuing or shall have resulted from such Securitization;
(iv) on the related Securitization Date, the Facility Agent, on behalf of each Administrator, Lender, and Hedge Counterparty shall have received, as applicable, in immediately available funds, an amount reasonably determined by the Facility Agent to equal to the sum of (x) the portion of the Loans to be prepaid, plus (y) an amount equal to all unpaid interest on such portion of the Loans to be paid (to the extent it is requested that such interest be paid at such time by the applicable Administrator), plus (z) an aggregate amount equal to the sum of all other amounts due and owing to the Facility Agent, the Servicer, the Backup Servicer, the Custodian, the Administrators, the Lenders, the Indemnified Parties and the Hedge Count...
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) In accordance with the terms of SECTION 2.3(a) of the Loan Purchase Agreement, the Loan Originator shall effect Securitizations at the direction of the Majority Noteholders. In connection therewith, the Issuer agrees to assist the Loan Originator in such Securitizations and accordingly it shall, at the request and direction of the Majority Noteholders:
(i) transfer, deliver and sell all or a portion of the Loans, as of the "cutoff dates" of the related Securitizations, to such Securitization Participants as may be necessary to effect the Securitizations; provided, that any such sale shall be for "fair market value," as determined by the Majority Noteholders in their reasonable discretion;
(ii) deposit the cash Securitization Proceeds into the Collection Account pursuant to SECTION 5.01(b)(1) and retain any Retained Securities created in Securitizations in accordance with the terms of the Trust Agreement;
(iii) to the extent that a Securitization creates any Retained Securities, to accept such Retained Securities as a part of the Securitization Proceeds, PROVIDED, THAT any such acceptance of such Retained Securities shall be subject to the Issuer's reasonable approval; and
(iv) take such further actions as may be reasonably necessary to effect such Securitizations.
(b) The Servicer hereby covenants that it will take such actions as may be reasonably necessary to effect Securitizations as the Majority Noteholders may request and direct.
(c) The right of the Majority Noteholders to require the Issuer and the Loan Originator to effect Securitizations is subject to (i) the conditions set forth in Section 2.3(a) of the Loan Purchase Agreement and (ii) the Issuer's right of approval with respect to the Securitization.
(d) The Issuer covenants that no Loan shall remain pledged as Collateral for a single Series of Notes past the date ending on the second Securitization which occurs while such Loan was pledged as Collateral.
(e) The Loan Originator shall, in connection with a Securitization, cause FFCA to obtain an Opinion of Counsel to the effect that the securities issued shall be treated as the issuance of debt instruments by FFCA or an Affiliate thereof.
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. (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...
