Takeout Transaction definition

Takeout Transaction means (i) any sale, assignment or other transfer of the Solar Asset Owner Member Interests, SAP Solar Assets or Hedged SREC Solar Assets and related Collateral (either directly or through the sale, assignment or other transfer of all the Capital Stock of the Borrower) by the Borrower to any of its Affiliates (including a special purpose bankruptcy remote subsidiary of Parent) or to a third party, in each case, in an arms’ length transaction, which Collateral is used to secure or provide for the payment of amounts owing (or to be owing) or expected as a result of the issuance of equity or debt securities or other Indebtedness by a Person other than the Borrower that are backed by such Collateral (a “Financing Transaction”); provided, the Borrower may only enter into a Takeout Transaction if immediately after giving effect to such Financing Transaction, (w) no Event of Default exists (unless such Event of Default would be cured by application of the net proceeds of such Financing Transaction), (x) an amount equal to the greater of $[***] or the Minimum Payoff Amount for the Collateral removed from the Borrower in the Financing Transaction shall be deposited into the Takeout Transaction Account for distribution in accordance with Section 2.8(B), such that no Borrowing Base Deficiency exists after giving effect to such Takeout Transaction, (y) there are no selection procedures utilized which are materially adverse to the Lenders with respect to those items of the Collateral assigned by the Borrower in the Financing Transaction and (z) such Financing Transaction is not guaranteed by and has no material recourse to the Borrower (except that such assets are being sold and assigned by it free and clear of all Liens), or (ii) any other financing arrangement, securitization, sale or other disposition of items of Collateral (either directly or through the sale or other disposition of the Capital Stock of the Borrower, a Managing Member, a Financing Fund, or SAP) entered into by Borrower or any of its Affiliates other than under this Agreement that is not a Financing Transaction and that has been consented to in writing by the Administrative Agent and the Majority Lenders.

Takeout Transaction means any securitization of the Trust Estate (or any portion thereof) entered into by any Affiliate of the Issuer (other than the Issuer or under the Transaction Documents), pursuant to which such Affiliate sells or otherwise allocates an interest in all or any portion of the Trust Estate owned by it to secure or provide for the payment of amounts owing by such Affiliate in respect of securities (x) issued by such Affiliate and (y) backed by the Trust Estate (or any portion thereof).

Takeout Transaction means a Discretionary Sale for the subsequent sale to an issuer in connection with a Securitization Transaction that fulfills the Takeout Condition.

Examples of Takeout Transaction in a sentence

• The Company shall not effect a Cash Takeout Transaction with respect to which the Company has delivered a Company Termination Notice unless it shall first obtain the written agreement of the Successor Entity, naming the Holder as an express third party beneficiary, that payment of the Successor Major Transaction Consideration concurrently with the consummation of such Cash Takeout Transaction shall be a condition precedent to such Cash Takeout Transaction.

• The names and addresses of the Lockbox Bank, together with the account numbers of the Lockbox Account, the Collection Account, the Equipment Replacement Reserve Account, the Borrower’s Account, the Loan Proceeds Accounts, the Takeout Transaction Account and the Liquidity Reserve Account are specified on Schedule II attached hereto, as updated pursuant to Section 5.1(Q).

• If such prepayment is being made in connection with a Takeout Transaction, such prepayment shall be not less than the amount required by the definition of “Takeout Transaction”.

• Notwithstanding the foregoing, the Borrower neither has nor shall have any control over the Lockbox Account, the Collection Account, the Liquidity Reserve Account, the Equipment Replacement Reserve Account or the Takeout Transaction Account.

• There are no breaches or defaults under the Transaction Documents, the Custodial Agreement, the Servicing Agreement, the Management Agreement, the Security Agreement, the Sale and Contribution Agreement, any similar agreements entered into in connection with a Takeout Transaction, the agreements set forth on Schedule III attached hereto, or any other material agreement to which the Borrower is a party.

More Definitions of Takeout Transaction

Takeout Transaction means a sale or refinancing of ISC Pool Receivables, Lease Pool Receivables, or MTM Lease Pool Receivables (and any Related Assets with respect thereto), including, without limitation, in connection with any securitization or any whole loan or lease sale.

Takeout Transaction. Means any securitization of all or any portion of the Collateral or other sale or refinancing of Contract Assets, in either case in a transaction in which the Initial Purchaser is either the sole manager or, with the consent of the Initial Purchaser, the lead manager, and the proceeds of which are used to make a prepayment on, or redemption of, Notes, and that otherwise satisfies the requirements of Section 11.07 of the Indenture.

Takeout Transaction means, with respect to any Project, a transaction whereby any Construction Project Loan or Completed Project Loan is repaid and removed from the facility by virtue of permanent financing, refinancing, Developer repurchase or other buy-out of such Project (excluding any Completed Project Loan refinancing a Construction Project Loan as contemplated by Section 1.6(vi) or any Completed Project Term Loan).

Takeout Transaction set forth in Section 1.1 of the Agreement is hereby amended to incorporate the changes shown below, with text marked in underline indicating additions to such definition and with text marked in strikethrough indicating deletions to such definition.

Takeout Transaction means (a) any securitization or other financing of the Collateral (or any portion thereof) entered into by any Affiliate of the Borrower (other than the Borrower or under the Transaction Documents), pursuant to which such Affiliate sells or otherwise allocates an interest in all or any portion of the Collateral owned by it to secure or provide for the payment of amounts owing by such Affiliate in respect of securities or other debt (x) issued or incurred by such Affiliate and (y) backed secured by the Collateral (or any portion thereof) or (b) any whole loan sale transaction or similar transfer of the Collateral (or any portion thereof) entered into by any Affiliate of the Borrower (other than the Borrower or under the Transaction Documents), pursuant to which such Affiliate sells all or any portion of the Collateral to an unaffiliated third party purchaser.

Takeout Transaction means (a) any securitization or other financing of the Collateral (or any portion thereof) entered into by any Affiliate of the Borrower (other than the Borrower or under the Transaction Documents), pursuant to which such Affiliate sells or otherwise allocates an interest in all or any portion of the Collateral owned by it to secure or provide for the payment of amounts owing by such Affiliate in respect of securities or other debt (x) issued or incurred by such Affiliate and (y) backed secured by the Collateral (or any portion thereof) or (b) any whole loan sale transaction or similar transfer of the Collateral (or any portion thereof) entered into by any Affiliate of the Borrower (other than the Borrower or under the Transaction Documents), pursuant to which such Affiliate sells all or any portion of the Collateral to an unaffiliated third party purchaser. (xviii)The definition of “Term SOFR” set forth in Section 1.1 of the Agreement is hereby amended to incorporate the changes shown below, with text marked in underline indicating additions to such definition and with text marked in strikethrough indicating deletions to such definition.

Takeout Transaction means any of the following: