Additional Invested Amounts. (a) The Transferor may sell to the Series 2004-CC Certificateholder on any Business Day additional undivided interests in the Trust in specified amounts (such amounts, the "Additional Invested Amounts") if the conditions precedent to selling an additional interest set forth in Section 6.15(b) have been met. If the Series 2004- CC Certificateholder acquires such additional interest, the Series 2004-CC Certificateholder shall make a cash payment to the Transferor on such Business Day (to be applied in accordance with Section 6.15(c)) in the amount of such Additional Invested Amount; provided, however, that if the Transferor is, as of such Business Day, the holder of the transferor interest in an asset pool in the Chase Issuance Trust, as an alternative form of consideration, the Transferor may accept an increase in the amount of such transferor interest in an asset pool in the Chase Issuance Trust. The Transferor Interest in the Trust shall decrease as a result of such sale. Any Additional Invested Amounts purchased by the Series 2004-CC Certificateholder shall be evidenced by the definitive Certificate held by the Certificateholder issued on the Closing Date substantially in the form of Exhibit A hereto. The Series 2004- CC Certificateholder shall and is hereby authorized to record on the grid attached to the Series 2004-CC Certificate (or at such Certificateholder's option, in its internal books and records) the date and invested amount of any Additional Invested Amounts purchased by it, the current invested amount thereof and each change thereto; provided, however, that failure to make any such recordation on such grid or any error in such grid shall not adversely affect such Certificateholder's rights with respect to its Invested Amount. The Trustee shall not be responsible for the accuracy of any information on any such grid or with respect to the Certificateholder's notations in its internal books and records. The Servicer shall appropriately note all Additional Invested Amounts (and the increased Invested Amount) as well as any principal payment and reductions due to the Investor Default Amount on the Servicer's certificate delivered with respect to the related Monthly Period and direct the Trustee in writing to apply payments for Additional Invested Amounts as set forth in Section 6.15(c). (b) The Transferor may determine to sell an additional interest on any date (each, an "Additional Investment Date") as set forth in Section 6.15(a) above subject to fulfillment of the following conditions precedent: (i) on such Additional Investment Date, no event shall have occurred and be continuing, or shall result from such purchase of Additional Invested Amounts, that constitutes a Trust Pay Out Event or a Series 2004-CC Pay Out Event; (ii) on such Additional Investment Date, after giving effect to the purchase of Additional Invested Amounts, the Transferor Interest shall equal or exceed the Minimum Transferor Interest and the aggregate amount of Principal Receivables shall equal or exceed the Minimum Aggregate Principal Receivables; (iii) on such Additional Investment Date, the Additional Invested Amounts shall be conveyed to the Series 2004-CC Certificateholder free and clear of any Lien (other than any Lien for municipal or other local taxes if such taxes are not then due and payable or if the Transferor is then contesting the validity thereof in good faith by appropriate proceedings and has set aside on its books and records adequate reserves with respect thereto) and in compliance, in all material respects, with all Requirements of Law applicable to the Transferor; and (iv) as of such Additional Investment Date, all authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Transferor in connection with such Additional Invested Amount have been duly obtained, effected or given and are in full force and effect. (c) On each Transfer Date, the Trustee shall include the proceeds from purchases of Additional Invested Amounts in the amount of Shared Principal Collections for such Transfer Date, in an amount up to the lesser of (i) the amount of Additional Invested Amounts made during the period from and including the first day of the Monthly Period in which such Transfer Date occurs to and including such Transfer Date allocated to the Series 2004-CC Certificate and (ii) the amount of Principal Collections allocated to Series 2004-CC and the Investor Default Amount for the related Monthly Period. Any remaining proceeds from purchases of Additional Invested Amounts shall be paid to the Transferor. Any proceeds received from the purchases of Additional Invested Amounts on any day which is not a Transfer Date shall be paid to the Transferor at the time received by the Trust.
Appears in 2 contracts
Samples: Supplement to Pooling and Servicing Agreement (Chase Manhattan Bank Usa), Series 2004 Cc Supplement to Third Amended and Restated Pooling and Servicing Agreement (Chase Issuance Trust)
Additional Invested Amounts. (a) The Transferor may sell to the Series 20042002-CC Certificateholder on any Business Day additional undivided interests in the Trust in specified amounts (such amounts, the "Additional Invested Amounts") if the conditions precedent to selling an additional interest set forth in Section subsection 6.15(b) of the Agreement have been met. If the Series 2004- 2002-CC Certificateholder acquires such additional interest, the Series 2004-CC Certificateholder shall make Transferor may receive a cash payment to the Transferor on such Business Day (to be applied in accordance with Section subsection 6.15(c)) in the amount of such Additional Invested Amount; provided, however, that if the Transferor is, as of such Business Day, the holder of the transferor interest in an asset pool in the Chase Issuance Trust). In addition, as an alternative form of consideration, the Transferor may accept an increase in the amount of such transferor interest in an asset pool in the Chase Bank One Issuance Trust. The Transferor Interest in the Trust shall decrease as a result of such sale. Any Additional Invested Amounts purchased by the Series 20042002-CC Certificateholder shall be evidenced by the definitive Certificate held by the Certificateholder issued on the Closing Date substantially in the form of Exhibit A hereto. The Series 2004- 2002- CC Certificateholder shall and is hereby authorized to record on the grid attached to the Series 20042002-CC Certificate (or at such Certificateholder's option, in its internal books and records) the date and invested amount of any Additional Invested Amounts purchased by it, the current invested amount thereof and each change thereto; provided, however, that failure to make any such recordation on such grid or any error in such grid shall not adversely affect such Certificateholder's rights with respect to its Invested Amount. The Trustee shall not be responsible for the accuracy of any information on any such grid or with respect to the Certificateholder's notations in its internal books and records. The Servicer shall appropriately note all Additional Invested Amounts (and the increased Invested Amount) as well as any principal payment and reductions due to the Investor Default Amount on the Servicer's certificate delivered with respect to the related Monthly Period and direct the Trustee in writing to apply payments for Additional Invested Amounts as set forth in Section subsection 6.15(c).
(b) The Transferor may determine to sell an additional interest on any date (each, an "Additional Investment Date") as set forth in Section subsection 6.15(a) above subject to fulfillment of the following conditions precedent:
(i) on such each Additional Investment Date, no event shall have occurred and be continuing, or shall result from such purchase of Additional Invested Amounts, that constitutes a Trust Pay Out Event or a Series 20042002-CC Pay Out Event;
(ii) on such each Additional Investment Date, after giving effect to the purchase of Additional Invested Amounts, the Transferor Interest shall equal or exceed the Minimum Transferor Interest and the aggregate amount of Principal Receivables shall equal or exceed the Minimum Aggregate Principal Receivables;
(iii) on such each Additional Investment Date, the Additional Invested Amounts shall be conveyed to the Series 20042002-CC Certificateholder free and clear of any Lien (other than any Lien for municipal or other local taxes if such taxes are not then due and payable or if the Transferor is then contesting the validity thereof in good faith by appropriate proceedings and has set aside on its books and records adequate reserves with respect thereto) and in compliance, in all material respects, with all Requirements of Law applicable to the Transferor; and
(iv) as of such each Additional Investment Date, all authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Transferor in connection with such Additional Invested Amount have been duly obtained, effected or given and are in full force and effect.
(c) On each Transfer Date, the Trustee shall include apply the cash proceeds from purchases of Additional Invested Amounts in the amount of Shared as Excess Principal Collections for such Transfer DateCollections, in an amount up to the lesser of (i) the amount of Additional Invested Amounts made during the period from and including the first day specified in subsection 2.10(a)(i) of the Monthly Period in which such Transfer Date occurs to and including such Transfer Date Servicing Agreement allocated to the Series 20042002-CC Certificate and Certificate, (ii) the amount of Principal Collections allocated to Series 20042002-CC and the Investor Default Amount for a Monthly Period and (iii) the related Monthly Periodamount of Principal Shortfalls with respect to other Series. Any remaining cash proceeds from purchases of Additional Invested Amounts shall be paid to the Transferor. Any cash proceeds received from the purchases of Additional Invested Amounts on any day which is not a Transfer Date shall be paid to the Transferor at the time received by the Trust.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (First Usa Credit Card Master Trust)
Additional Invested Amounts. (a) The Transferor may sell to the Series 20042002-CC Certificateholder on any Business Day additional undivided interests in the Trust in specified amounts (such amounts, the "Additional Invested Amounts") if the conditions precedent to selling an additional interest set forth in Section subsection 6.15(b) of the Agreement have been met. If the Series 2004- 2002-CC Certificateholder acquires such additional interest, the Series 2004-CC Certificateholder shall make Transferor may receive a cash payment to the Transferor on such Business Day (to be applied in accordance with Section subsection 6.15(c)) in the amount of such Additional Invested Amount; provided, however, that if the Transferor is, as of such Business Day, the holder of the transferor interest in an asset pool in the Chase Issuance Trust). In addition, as an alternative form of consideration, the Transferor may accept an increase in the amount of such transferor interest in an asset pool in the Chase Bank One Issuance Trust. The Transferor Interest in the Trust shall decrease as a result of such sale. Any Additional Invested Amounts purchased by the Series 20042002-CC Certificateholder shall be evidenced by the definitive Certificate held by the Certificateholder issued on the Closing Date substantially in the form of Exhibit A hereto. The Series 2004- 2002- CC Certificateholder shall and is hereby authorized to record on the grid attached to the Series 20042002-CC Certificate (or at such Certificateholder's option, in its internal books and records) the date and invested amount of any Additional Invested Amounts purchased by it, the current invested amount thereof and each change thereto; provided, however, that failure to make any such recordation on such grid or any error in such grid shall not adversely affect such Certificateholder's rights with respect to its Invested Amount. The Trustee shall not be responsible for the accuracy of any information on any such grid or with respect to the Certificateholder's notations in its internal books and records. The Servicer shall appropriately appropri ately note all Additional Invested Amounts (and the increased Invested Amount) as well as any principal payment and reductions due to the Investor Default Amount on the Servicer's certificate delivered with respect to the related Monthly Period and direct the Trustee in writing to apply payments for Additional Invested Amounts as set forth in Section subsection 6.15(c).
(b) The Transferor may determine to sell an additional interest on any date (each, an "Additional Investment Date") as set forth in Section subsection 6.15(a) above subject to fulfillment of the following conditions precedent:
(i) on such each Additional Investment Date, no event shall have occurred and be continuing, or shall result from such purchase of Additional Invested Amounts, that constitutes a Trust Pay Out Event or a Series 20042002-CC Pay Out Event;
(ii) on such each Additional Investment Date, after giving effect to the purchase of Additional Invested Amounts, the Transferor Interest shall equal or exceed the Minimum Transferor Interest and the aggregate amount of Principal Receivables shall equal or exceed the Minimum Aggregate Principal Receivables;
(iii) on such each Additional Investment Date, the Additional Invested Amounts shall be conveyed to the Series 20042002-CC Certificateholder free and clear of any Lien (other than any Lien for municipal or other local taxes if such taxes are not then due and payable or if the Transferor is then contesting the validity thereof in good faith by appropriate proceedings and has set aside on its books and records adequate reserves with respect thereto) and in compliance, in all material respects, with all Requirements of Law applicable to the Transferor; and
(iv) as of such each Additional Investment Date, all authorizationsauthoriza tions, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Transferor in connection with such Additional Invested Amount have been duly obtained, effected or given and are in full force and effect.
(c) On each Transfer Date, the Trustee shall include apply the cash proceeds from purchases of Additional Invested Amounts in the amount of Shared as Excess Principal Collections for such Transfer DateCollections, in an amount up to the lesser of (i) the amount of Additional Invested Amounts made during the period from and including the first day specified in subsection 2.10(a)(i) of the Monthly Period in which such Transfer Date occurs to and including such Transfer Date Servicing Agreement allocated to the Series 20042002-CC Certificate and Certificate, (ii) the amount of Principal Collections allocated to Series 20042002-CC and the Investor Default Amount for a Monthly Period and (iii) the related Monthly Periodamount of Principal Shortfalls with respect to other Series. Any remaining cash proceeds from purchases of Additional Invested Amounts shall be paid to the Transferor. Any cash proceeds received from the purchases of Additional Invested Amounts on any day which is not a Transfer Date shall be paid to the Transferor at the time received by the Trust.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bank One Delaware National Association)
Additional Invested Amounts. (a) The Each Senior Securityholder agrees, by acceptance of a Senior Security, that the Transferor may sell from time to the Series 2004-CC Certificateholder time, prior to an Increase Termination Date, upon one Business Day's prior written notice, request that such Senior Securityholder acquire on any Business Day Day, and such Senior Securityholder may (if it is a Conduit Purchaser) and shall (if it is an Alternate Purchaser and the related Conduit Purchaser determines not to so purchase) acquire additional undivided interests Series 1998-3 Securities of the same Class previously held by such Senior Securityholder in an amount, subject to Section 6.15(b) hereof, equal to its Purchaser Group Percentage of the Trust in specified amounts total amount of such Class of such Senior Securities that the Transferor requests be purchased by Senior Securityholders (such acquired amounts, the "Additional Class A Invested Amounts") if the conditions precedent to selling an additional interest set forth in Section 6.15(b) have been met. If the Series 2004- CC Certificateholder acquires such additional interest, the Series 2004-CC Certificateholder shall make a cash payment to the Transferor on such Business Day (to be applied in accordance with Section 6.15(c)) in the amount of such Additional Invested Amount; provided, however, that if the Transferor is, as of such Business Day, the holder of the transferor interest in an asset pool in the Chase Issuance Trust, as an alternative form of consideration, the Transferor may accept an increase in the amount of such transferor interest in an asset pool in the Chase Issuance Trust. The Transferor Interest in the Trust shall decrease as a result of such sale. Any Additional Invested Amounts purchased by the Series 2004-CC Certificateholder shall be evidenced by the definitive Certificate held by the Certificateholder issued on the Closing Date substantially in the form of Exhibit A hereto. The Series 2004- CC Certificateholder shall and is hereby authorized to record on the grid attached to the Series 2004-CC Certificate (or at such Certificateholder's option, in its internal books and records) the date and invested amount of any Additional Invested Amounts purchased by it, the current invested amount thereof and each change thereto; provided, however, that failure to make any such recordation on such grid or any error in such grid shall not adversely affect such Certificateholder's rights with respect to its Invested Amount. The Trustee shall not be responsible for the accuracy of any information on any such grid or " with respect to the Certificateholder's notations in its internal books and records. The Servicer shall appropriately note all Class A Securities, the "Additional Class B Invested Amounts (and the increased Invested Amount) as well as any principal payment and reductions due to the Investor Default Amount on the Servicer's certificate delivered Amounts" with respect to the related Monthly Period Class B Securities and direct the Trustee in writing "Additional Class C Invested Amounts" with respect to apply payments for the Class C Securities, and collectively, the "Additional Invested Amounts as set forth in Section 6.15(c).
(b) The Transferor may determine Amounts")subject to sell an additional interest on any date (each, an "Additional Investment Date") as set forth in Section 6.15(a) above subject to fulfillment of the following conditions precedent:
(i) on such Additional Investment Daterestrictions: no Servicer Default, no or event which, with the giving of notice or lapse of time, or both, would constitute a Servicer Default, with respect to the Servicer shall have occurred and be continuingcontinuing (unless such Servicer Default or event, or shall result from such purchase of Additional Invested Amountsas applicable, that constitutes a Trust Pay Out Event or a Series 2004-CC Pay Out Event;
(ii) on such Additional Investment Date, after giving effect to has been waived in writing by the purchase of Additional Invested AmountsSenior Securityholders); the Agreement, the Transferor Interest shall equal or exceed the Minimum Transferor Interest Senior Securities and the aggregate amount of Principal Receivables shall equal or exceed the Minimum Aggregate Principal Receivables;
(iii) on such Additional Investment Date, the Additional Invested Amounts Security Purchase Agreement shall be conveyed in full force and effect; each of the Transferor's and the Servicer's representations and warranties in the Agreement and the Security Purchase Agreement shall be true and correct in all material respects as of the dates they were so made (unless they specifically refer to another date in which case they shall be true and correct as of such earlier date), each of the Series 2004-CC Certificateholder free Transferor's representations and clear warranties in clauses (a), (c), (e) and (g) of any Lien (other than any Lien for municipal or other local taxes if such taxes are not then due Section 4.01 of the Security Purchase Agreement shall be true and payable or if correct in all material respects as of the date of the proposed increase in the Invested Amount and each of the Transferor is then contesting and the validity thereof in good faith by appropriate proceedings Servicer shall have complied with all the agreements and has set aside on its books satisfied all of the conditions under the Agreement and records adequate reserves with respect thereto) and in compliancethe Security Purchase Agreement, in all material respects, with all Requirements of Law applicable on its part to be performed or satisfied at or prior to the Transferordate hereof or such Business Day, as applicable; and
(iv) as of such Additional Investment Dateno action, all authorizationsproceeding or investigation shall have been instituted or threatened, consentsnor shall any order, orders judgment or approvals of decree have ben issued or registrations or declarations with any Governmental Authority required proposed to be obtainedissued by any court, effected agency or given by authority to set aside, restrain, enjoin or prevent the Transferor consummation of any transaction contemplated hereby or seeking material damages against the Trust, the Trustee, the Managing Agents, the Administrative Agent or the Conduit Purchasers in connection with such Additional Invested Amount have been duly obtained, effected or given and are in full force and effect.
(c) On each Transfer Date, the Trustee shall include the proceeds from purchases of Additional Invested Amounts transactions contemplated in the amount of Shared Principal Collections for such Transfer Date, in an amount up to the lesser of (i) the amount of Additional Invested Amounts made during the period from and including the first day of the Monthly Period in which such Transfer Date occurs to and including such Transfer Date allocated to the Series 2004-CC Certificate and (ii) the amount of Principal Collections allocated to Series 2004-CC Agreement and the Investor Default Amount for the related Monthly Period. Any remaining proceeds from purchases of Additional Invested Amounts shall be paid to the Transferor. Any proceeds received from the purchases of Additional Invested Amounts on any day which is not a Transfer Date shall be paid to the Transferor at the time received by the Trust.Security Purchase Agreement;
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Federated Department Stores Inc /De/)
Additional Invested Amounts. (a) The Each Series 1997-1 Certificateholder agrees (or, if such Series 1997-1 Certificateholder is a nominee for Class A Owners or Class B Owners, such Class A Owners or Class B Owners agree in lieu of such Series 1997-1 Certificateholder), by acceptance of its Series 1997-1 Variable Funding Certificate, that the Transferor may sell may, from time to time prior to the Series 2004-CC Termination Date (as defined in the applicable Certificate Purchase Agreement) for such Certificateholder on or Owner, subject to Section 11 hereof, upon satisfaction of the conditions set forth in Section 3.2 of the Class A Certificate Purchase Agreement (or Section 3.2 Class B Certificate Purchase Agreement, as the case may be) request that each Noncommitted Class A Purchaser and Noncommitted Class B Purchaser acquire, and require that each Committed Class A Purchaser and Committed Class B Purchaser, acquire, as of any Business Day additional undivided interests in the Trust in specified amounts (such amounts, respectively, the "Additional Class A Invested Amount" and the "Additional Class B Invested Amount") and require that each Class C Certificateholder acquire, as of any Business Day, additional undivided interests in the Trust in specified amounts (the "Additional Class C Invested Amount" and, collectively with the Additional Class A Invested Amount and the Additional Class B Invested Amount, "Additional Invested Amounts"). The VFC Additional Invested Amounts on any Business Day shall not exceed an amount equal to the excess of the aggregate amount of Principal Receivables and amounts on deposit in the Equalization Account (other than investment earnings thereon) if over the conditions precedent to selling an additional interest set forth in Section 6.15(bgreater of (a) have been met. If the sum of (i) the aggregate Invested Amount of each Series, including the Series 2004- CC Certificateholder acquires such additional interest1997-1 Variable Funding Certificates, the Series 2004-CC Certificateholder shall make a cash payment then outstanding after giving effect to the Transferor on such Business Day (to be applied in accordance with Section 6.15(c)) in the amount additions of such Additional Invested Amount; providedAmounts, howeverminus amounts on deposit in the principal funding account for any Series, that if any, and (ii) the Minimum Transferor isInterest and (b) the Minimum Aggregate Principal Receivables. The aggregate Additional Class A Invested Amounts and Additional Class B Invested Amounts to be purchased shall have a minimum aggregate amount of $1,000,000 or more, as and shall be in integral multiples of $250,000, but in no event shall the aggregate Additional Class A Invested Amounts exceed the aggregate Available Commitments (prior to such additions) of all Committed Class A Purchasers or the aggregate Additional Class B Invested Amounts exceed the aggregate Available Commitments (prior to such additions) of all Committed Class B Purchasers.
(b) The Transferor shall give to each Facility Agent by no later than 4:00 p.m. New York City time on the Business Day immediately prior to the Purchase Date, written notice of the sale of Additional Class A Invested Amounts and Additional Class B Invested Amounts specifying (i) the aggregate amount of requested Additional Class A Invested Amounts and Additional Class B Invested Amounts, (ii) the applicable Purchase Date (which shall be a Business Day) and (iii) wire transfer instructions as to the account(s) to which the purchase price therefore should be delivered. On the Business Day immediately after the Purchase Date, the holder of Facility Agent shall report to the transferor interest in an asset pool in the Chase Issuance Trust, as an alternative form of considerationTransferor, the Transferor may accept an increase in Servicer and the Trustee (i) the amount of such transferor interest in an asset pool in the Chase Issuance Trust. The Transferor Interest in the Trust shall decrease as a result of such sale. Any Additional Class A Invested Amounts purchased by the Noncommitted Class A Purchasers, (ii) the amount of the Additional Class B Invested Amounts purchased by the Noncommitted Class B Purchasers, (iii) the amount of the Additional Class A Invested Amounts which have been purchased by the Committed Class A Purchasers and (iv) the amount of the Additional Class B Invested Amounts which have been purchased by the Committed Class B Purchasers.
(c) Each Noncommitted Class A Purchaser may, but shall not be obligated to, purchase its Noncommitted Purchaser Percentage (as defined in the Class A Certificate Purchase Agreement) of any Additional Class A Invested Amount offered by the Transferor pursuant to subsection 6.15(b). Each Committed Class A Purchaser shall purchase its share of the Additional Class A Invested Amount not so purchased by the Noncommitted Class A Purchasers pursuant to the immediately previous sentence in accordance with the applicable Certificate Purchase Agreement. In no event shall the Class A Invested Amount on the applicable Purchase Date (after giving effect to those purchases which shall be made on the applicable Purchase Date) exceed (i) the Class A Purchase Limit or (ii) the amount which would result in the sum of the Class B Invested Amount and the Class C Invested Amount being less than 25% of the Invested Amount on such Purchase Date.
(d) The Class C Certificateholder by acceptance of its Class C Certificate agrees that it shall be deemed to purchase Additional Class C Invested Amounts at the same time as either Class A Certificateholders or the Class B Certificateholders purchase any Additional Class A Invested Amount or any Additional Class B Invested Amount. The Class C Certificateholder shall be deemed to purchase the Additional Class C Interest in an amount that is not less than the amount which would result in the Class C Invested Amount being at least equal to the greater of 17.5% of the Invested Amount on such Purchase Date or 5% of the highest Invested Amount during the 180 days preceding such Purchase Date, and shall pay the Trust the purchase price for such Additional Class C Invested Amount, in an amount equal to such Additional Class C Invested Amount in immediately available funds. In addition, the Class C Certificateholder may at any time purchase an Additional Class C Invested Amount, by payment to the Trust in immediately available funds of the purchase price therefore, which shall be an amount equal to such Additional Class C invested Amount.
(e) Each Noncommitted Class B Purchaser may, but shall not be obligated to, purchase its Noncommitted Purchaser Percentage (as defined in the Class B Certificate Purchase Agreement) of any Additional Class B Invested Amount offered by the Transferor pursuant to subsection 6.15(b). Each Committed Class B Purchaser shall purchase its share of the Additional Class B Invested Amount not so purchased by the Noncommitted Class B Purchasers pursuant to the immediately previous sentence in accordance with the applicable Certificate Purchase Agreement. In no event shall the Class B Invested Amount on the applicable Purchase Date (after giving effect to those purchases which shall be made on the applicable Purchase Date) exceeding (i) the Class B Purchase Limit or (ii) the amount which would result in the sum of the Class C Invested Amount being less than 17.5% of the Invested Amount on such Purchase Date.
(f) If the Class A Certificateholders acquire such additional interest, then in consideration of such Class A Certificateholders' payments of the Additional Class A Invested Amount, the Servicer shall appropriately note such Additional Class A Invested Amount on the related Daily Report and direct the Trustee to pay to the Transferor such Additional Class A Invested Amounts, and the Invested Amount of the Class A Certificates will be equal to the Invested Amount of the Class A Certificates stated in such Daily Report. If the Class B Certificateholders acquire such additional interest, then in consideration of such Class B Certificateholders' payments of the Additional Class B Invested Amount, the Servicer shall appropriately note such Additional Class B Invested Amount on the related Daily Report and direct the Trustee to pay to the Transferor such Additional Class B Invested Amounts, and the Invested Amount of the Class B Certificates will be equal to the Invested Amount of the Class B Certificates stated in such Daily Report. If the Class C Certificateholders acquire such additional interest, then in consideration of such Class C Certificateholders' payments of the Additional Class C Invested Amount, the Servicer shall appropriately note such Additional Class C Invested Amount on the related Daily Report and direct the Trustee to pay to the Transferor such Additional Invested Amounts, and the Invested Amount of the Class C Certificates will be equal to the Invested Amount of the Class C Certificates stated in such Daily Report.
(g) Subject to the provisions of subsections 6.15(c) through (e), the failure of any Holder of the Senior Certificates to purchase any Additional Class A Invested Amount or any Additional Class B Invested Amount in accordance with Section 6.15 and the applicable Certificate Purchase Agreement shall not in itself relieve any other Series 20041997-CC 1 Certificateholder of its obligation to purchase any Additional Invested Amounts. Notwithstanding any provision to the contrary contained in this Section 6.15, no Senior Certificateholder shall be required to purchase any Additional Class A Invested Amounts or Additional Class B Invested Amounts unless the conditions to such purchase contained in the applicable Certificate Purchase Agreement (including without limitation Section 3.2 thereof) have been satisfied.
(h) The outstanding amounts of any Additional Class A Invested Amount purchased by each Class A Certificateholder shall be evidenced by the definitive a Class A Certificate held by the Certificateholder to be issued - 52 - 57 on the Closing Date substantially in the form of Exhibit A A-1 hereto. The Series 2004- CC Each Class A Certificateholder shall and is hereby authorized to record on the grid attached to the Series 2004-CC its Class A Certificate (or at such Class A Certificateholder's option, in its internal books and records) the date and invested amount of any Additional Class A Invested Amounts Amount purchased by it, the current invested amount thereof and each change theretorepayment thereof; provided, however, provided that failure to make any such recordation on such grid or any error in such grid shall not adversely affect such Class A Certificateholder's rights with respect to its Class A Invested Amount. Amount and its right to receive interest payments in respect of the Class A Invested Amount held by such Class A Certificateholder.
(i) The Trustee shall not be responsible for the accuracy outstanding amounts of any information Additional Class B Invested Amount purchased by each Class B Certificateholder shall be evidenced by a Class B Certificate to be issued on any the Closing Date substantially in the form of Exhibit A-2 hereto. Each Class B Certificateholder shall and is hereby authorized to record on the grid attached to its Class B Certificate (or at such grid or with respect to the Class B Certificateholder's notations option, in its internal books and records. The Servicer ) the date and amount of any Additional Class B Invested Amount purchased by it, and each repayment thereof; provided that failure to make any such recordation on such grid or any error in such grid shall appropriately note all Additional Invested Amounts (and the increased Invested Amount) as well as any principal payment and reductions due to the Investor Default Amount on the Servicernot adversely affect such Class B Certificateholder's certificate delivered rights with respect to the related Monthly Period its Class B Invested Amount and direct the Trustee its right to receive interest payments in writing to apply payments for Additional Invested Amounts as set forth in Section 6.15(c).
(b) The Transferor may determine to sell an additional interest on any date (each, an "Additional Investment Date") as set forth in Section 6.15(a) above subject to fulfillment respect of the following conditions precedent:
(i) on such Additional Investment Date, no event shall have occurred and be continuing, or shall result from such purchase of Additional Invested Amounts, that constitutes a Trust Pay Out Event or a Series 2004-CC Pay Out Event;
(ii) on such Additional Investment Date, after giving effect to the purchase of Additional Invested Amounts, the Transferor Interest shall equal or exceed the Minimum Transferor Interest and the aggregate amount of Principal Receivables shall equal or exceed the Minimum Aggregate Principal Receivables;
(iii) on such Additional Investment Date, the Additional Invested Amounts shall be conveyed to the Series 2004-CC Certificateholder free and clear of any Lien (other than any Lien for municipal or other local taxes if such taxes are not then due and payable or if the Transferor is then contesting the validity thereof in good faith by appropriate proceedings and has set aside on its books and records adequate reserves with respect thereto) and in compliance, in all material respects, with all Requirements of Law applicable to the Transferor; and
(iv) as of such Additional Investment Date, all authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Transferor in connection with such Additional Class B Invested Amount have been duly obtained, effected or given and are in full force and effectheld by such Class B Certificateholder.
(c) On each Transfer Date, the Trustee shall include the proceeds from purchases of Additional Invested Amounts in the amount of Shared Principal Collections for such Transfer Date, in an amount up to the lesser of (i) the amount of Additional Invested Amounts made during the period from and including the first day of the Monthly Period in which such Transfer Date occurs to and including such Transfer Date allocated to the Series 2004-CC Certificate and (ii) the amount of Principal Collections allocated to Series 2004-CC and the Investor Default Amount for the related Monthly Period. Any remaining proceeds from purchases of Additional Invested Amounts shall be paid to the Transferor. Any proceeds received from the purchases of Additional Invested Amounts on any day which is not a Transfer Date shall be paid to the Transferor at the time received by the Trust.
Appears in 1 contract
Additional Invested Amounts. (a) The Each Series 1997-1 Certificateholder agrees (or, if such Series 1997-1 Certificateholder is a nominee for Class A Owners, Class B Owners or Class B-2 Owners, such Class A Owners, Class B Owners or Class B-2 Owners agree in lieu of such Series 1997-1 Certificateholder), by acceptance of its Series 1997-1 Variable Funding Certificate, that the Transferor may sell may, from time to time prior to the Series 2004-CC Termination Date (as defined in the applicable Certificate Purchase Agreement) for such Certificateholder on or Owner, subject to Section 11 hereof, upon satisfaction of the conditions set forth in Section 3.2 of the Class A Certificate Purchase Agreement (or Section 3.2 of the Class B Certificate Purchase Agreement or Section 3.2 of the Class B-2 Purchase Agreement, as the case may be) request that each Noncommitted Class A Purchaser and Noncommitted Class B Purchaser acquire, and require that each Committed Class A Purchaser, Committed Class B Purchaser and Class B-2 Purchaser, acquire, as of any Business Day additional undivided interests in the Trust in specified amounts (such amounts, respectively, the "Additional Invested AmountsADDITIONAL CLASS A INVESTED AMOUNT," the "ADDITIONAL CLASS B INVESTED AMOUNT" and the "ADDITIONAL CLASS B-2 INVESTED AMOUNT") if the conditions precedent to selling an additional interest set forth in Section 6.15(b) have been met. If the Series 2004- CC and require that each Class C Certificateholder acquires such additional interest, the Series 2004-CC Certificateholder shall make a cash payment to the Transferor on such Business Day (to be applied in accordance with Section 6.15(c)) in the amount of such Additional Invested Amount; provided, however, that if the Transferor isacquire, as of such any Business Day, the holder of the transferor interest in an asset pool in the Chase Issuance Trust, as an alternative form of consideration, the Transferor may accept an increase in the amount of such transferor interest in an asset pool in the Chase Issuance Trust. The Transferor Interest additional undivided interests in the Trust shall decrease as a result of such salein specified amounts (the "ADDITIONAL CLASS C INVESTED AMOUNT" and, collectively with the Additional Class A Invested Amount, the Additional Class B Invested Amount and the Additional Class B-2 Invested Amount, the "ADDITIONAL INVESTED AMOUNTS"). Any The VFC Additional Invested Amounts purchased by the Series 2004-CC Certificateholder on any Business Day shall be evidenced by the definitive Certificate held by the Certificateholder issued on the Closing Date substantially in the form of Exhibit A hereto. The Series 2004- CC Certificateholder shall and is hereby authorized to record on the grid attached not exceed an amount equal to the Series 2004-CC Certificate (or at such Certificateholder's option, in its internal books and records) the date and invested amount excess of any Additional Invested Amounts purchased by it, the current invested amount thereof and each change thereto; provided, however, that failure to make any such recordation on such grid or any error in such grid shall not adversely affect such Certificateholder's rights with respect to its Invested Amount. The Trustee shall not be responsible for the accuracy of any information on any such grid or with respect to the Certificateholder's notations in its internal books and records. The Servicer shall appropriately note all Additional Invested Amounts (and the increased Invested Amount) as well as any principal payment and reductions due to the Investor Default Amount on the Servicer's certificate delivered with respect to the related Monthly Period and direct the Trustee in writing to apply payments for Additional Invested Amounts as set forth in Section 6.15(c).
(b) The Transferor may determine to sell an additional interest on any date (each, an "Additional Investment Date") as set forth in Section 6.15(a) above subject to fulfillment of the following conditions precedent:
(i) on such Additional Investment Date, no event shall have occurred and be continuing, or shall result from such purchase of Additional Invested Amounts, that constitutes a Trust Pay Out Event or a Series 2004-CC Pay Out Event;
(ii) on such Additional Investment Date, after giving effect to the purchase of Additional Invested Amounts, the Transferor Interest shall equal or exceed the Minimum Transferor Interest and the aggregate amount of Principal Receivables shall equal or exceed and amounts on deposit in the Equalization Account (other than investment earnings thereon) over the greater of (a) the sum of (i) the aggregate Invested Amount of each Series, including the Series 1997-1 Variable Funding Certificates, then outstanding after giving effect to the additions of such Additional Invested Amounts, MINUS amounts on deposit in the principal funding account for any Series, if any, and (ii) the Minimum Transferor Interest and (b) the Minimum Aggregate Principal Receivables;
(iii) on such . The aggregate Additional Investment Date, the Additional Class A Invested Amounts and Additional Class B Invested Amounts to be purchased shall have a minimum aggregate amount of $1,000,000 or more, and shall be conveyed in integral multiples of $250,000, but in no event shall the aggregate Additional Class A Invested Amounts exceed the aggregate Available Commitments (prior to such additions) of all Committed Class A Purchasers or the Series 2004-CC Certificateholder free and clear aggregate Additional Class B Invested Amounts exceed the aggregate Available Commitments (prior to such additions) of any Lien (other than any Lien for municipal or other local taxes if such taxes are not then due and payable or if the Transferor is then contesting the validity thereof in good faith by appropriate proceedings and has set aside on its books and records adequate reserves with respect thereto) and in compliance, in all material respects, with all Requirements of Law applicable to the Transferor; and
(iv) as of such Committed Class B Purchasers. The aggregate Additional Investment Date, all authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required Class B-2 Invested Amount to be obtainedpurchased shall have a minimum amount of $500,000 or more, effected or given by and shall be in integral multiples of $100,000, but in no event shall the Transferor in connection with such aggregate Additional Invested Amount have been duly obtained, effected or given and are in full force and effect.
(c) On each Transfer Date, the Trustee shall include the proceeds from purchases of Additional Class B-2 Invested Amounts in exceed the amount aggregate Available Commitments (prior to such additions) of Shared Principal Collections for such Transfer Date, in an amount up to the lesser of (i) the amount of Additional Invested Amounts made during the period from and including the first day of the Monthly Period in which such Transfer Date occurs to and including such Transfer Date allocated to the Series 2004-CC Certificate and (ii) the amount of Principal Collections allocated to Series 2004-CC and the Investor Default Amount for the related Monthly Period. Any remaining proceeds from purchases of Additional Invested Amounts shall be paid to the Transferor. Any proceeds received from the purchases of Additional Invested Amounts on any day which is not a Transfer Date shall be paid to the Transferor at the time received by the Trust.all Class B-2
Appears in 1 contract
Additional Invested Amounts. (a) The Transferor may sell to the Series 20042002-CC Certificateholder on any Business Day additional undivided interests in the Trust in specified amounts (such amounts, the "Additional Invested Amounts") if the conditions precedent to selling an additional interest set forth in Section subsection 6.15(b) of the Agreement have been met. If the Series 2004- 2002-CC Certificateholder acquires such additional interest, the Series 2004-CC Certificateholder shall make Transferor may receive a cash payment to the Transferor on such Business Day (to be applied in accordance with Section subsection 6.15(c)) in the amount of such Additional Invested Amount; provided, however, that if the Transferor is, as of such Business Day, the holder of the transferor interest in an asset pool in the Chase Issuance Trust). In addition, as an alternative form of consideration, the Transferor may accept an increase in the amount of such transferor interest in an asset pool in the Chase Bank One Issuance Trust. The Transferor Interest in the Trust shall decrease as a result of such sale. Any Additional Invested Amounts purchased by the Series 20042002-CC Certificateholder shall be evidenced by the definitive Certificate held by the Certificateholder issued on the Closing Date substantially in the form of Exhibit A hereto. The Series 2004- 2002-CC Certificateholder shall and is hereby authorized to record on the grid attached to the Series 20042002-CC Certificate (or at such Certificateholder's option, in its internal books and records) the date and invested amount of any Additional Invested Amounts purchased by it, the current invested amount thereof and each change thereto; provided, however, that failure to make any such recordation on such grid or any error in such grid shall not adversely affect such Certificateholder's rights with respect to its Invested Amount. The Trustee shall not be responsible for the accuracy of any information on any such grid or with respect to the Certificateholder's notations in its internal books and records. The Servicer shall appropriately note all Additional Invested Amounts (and the increased Invested Amount) as well as any principal payment and reductions due to the Investor Default Amount on the Servicer's certificate delivered with respect to the related Monthly Period and direct the Trustee in writing to apply payments for Additional Invested Amounts as set forth in Section subsection 6.15(c).
(b) The Transferor may determine to sell an additional interest on any date (each, an "Additional Investment Date") as set forth in Section subsection 6.15(a) above subject to fulfillment of the following conditions precedent:
(i) on such each Additional Investment Date, no event shall have occurred and be continuing, or shall result from such purchase of Additional Invested Amounts, that constitutes a Trust Pay Out Event or a Series 20042002-CC Pay Out Event;
(ii) on such each Additional Investment Date, after giving effect to the purchase of Additional Invested Amounts, the Transferor Interest shall equal or exceed the Minimum Transferor Interest and the aggregate amount of Principal Receivables shall equal or exceed the Minimum Aggregate Principal Receivables;
(iii) on such each Additional Investment Date, the Additional Invested Amounts shall be conveyed to the Series 20042002-CC Certificateholder free and clear of any Lien (other than any Lien for municipal or other local taxes if such taxes are not then due and payable or if the Transferor is then contesting the validity thereof in good faith by appropriate proceedings and has set aside on its books and records adequate reserves with respect thereto) and in compliance, in all material respects, with all Requirements of Law applicable to the Transferor; and
(iv) as of such each Additional Investment Date, all authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Transferor in connection with such Additional Invested Amount have been duly obtained, effected or given and are in full force and effect.
(c) On each Transfer Date, the Trustee shall include apply the cash proceeds from purchases of Additional Invested Amounts in the amount of Shared as Excess Principal Collections for such Transfer DateCollections, in an amount up to the lesser of (i) the amount of Additional Invested Amounts made during the period from and including the first day specified in subsection 2.10(a)(i) of the Monthly Period in which such Transfer Date occurs to and including such Transfer Date Servicing Agreement allocated to the Series 20042002-CC Certificate and Certificate, (ii) the amount of Principal Collections allocated to Series 20042002-CC and the Investor Default Amount for a Monthly Period and (iii) the related Monthly Periodamount of Principal Shortfalls with respect to other Series. Any remaining cash proceeds from purchases of Additional Invested Amounts shall be paid to the Transferor. Any cash proceeds received from the purchases of Additional Invested Amounts on any day which is not a Transfer Date shall be paid to the Transferor at the time received by the Trust.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (First Usa Credit Card Master Trust)
Additional Invested Amounts. (a) The Transferor may sell to the Series 20042002-CC Certificateholder on any Business Day additional undivided interests in the Trust in specified amounts (such amounts, the "Additional Invested Amounts") if the conditions precedent to selling an additional interest set forth in Section subsection 6.15(b) of the Agreement have been met. If the Series 2004- 2002-CC Certificateholder acquires such additional interest, the Series 20042002-CC Certificateholder shall make a cash payment to the Transferor on such Business Day (to be applied in accordance with Section 6.15(c)) in the amount of such Additional Invested Amount; provided, however, that if the Transferor is, as of such Business Day, the holder of the transferor interest in an asset pool in the Chase Issuance Trust, as an alternative form of consideration, the Transferor may accept an increase in the amount of such transferor interest in an asset pool in the Chase Issuance Trust. The Transferor Interest in the Trust shall decrease as a result of such sale. Any Additional Invested Amounts purchased by the Series 20042002-CC Certificateholder shall be evidenced by the definitive Certificate held by the Certificateholder issued on the Closing Date substantially in the form of Exhibit A hereto. The Series 2004- 2002- CC Certificateholder shall and is hereby authorized to record on the grid attached to the Series 20042002-CC Certificate (or at such Certificateholder's option, in its internal books and records) the date and invested amount of any Additional Invested Amounts purchased by it, the current invested amount thereof and each change thereto; provided, however, that failure to make any such recordation on such grid or any error in such grid shall not adversely affect such Certificateholder's rights with respect to its Invested Amount. The Trustee shall not be responsible for the accuracy of any information on any such grid or with respect to the Certificateholder's notations in its internal books and records. The Servicer shall appropriately note all Additional Invested Amounts (and the increased Invested Amount) as well as any principal payment and reductions due to the Investor Default Amount on the Servicer's certificate delivered with respect to the related Monthly Period and direct the Trustee in writing to apply payments for Additional Invested Amounts as set forth in Section subsection 6.15(c).
(b) The Transferor may determine to sell an additional interest on any date (each, an "Additional Investment Date") as set forth in Section subsection 6.15(a) above subject to fulfillment of the following conditions precedent:
(i) on such each Additional Investment Date, no event shall have occurred and be continuing, or shall result from such purchase of Additional Invested Amounts, that constitutes a Trust Pay Out Event or a Series 20042002-CC Pay Out Event;
(ii) on such each Additional Investment Date, after giving effect to the purchase of Additional Invested Amounts, the Transferor Interest shall equal or exceed the Minimum Transferor Interest and the aggregate amount of Principal Receivables shall equal or exceed the Minimum Aggregate Principal Receivables;
(iii) on such each Additional Investment Date, the Additional Invested Amounts shall be conveyed to the Series 20042002-CC Certificateholder free and clear of any Lien (other than any Lien for municipal or other local taxes if such taxes are not then due and payable or if the Transferor is then contesting the validity thereof in good faith by appropriate proceedings and has set aside on its books and records adequate reserves with respect thereto) and in compliance, in all material respects, with all Requirements of Law applicable to the Transferor; and
(iv) as of such each Additional Investment Date, all authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Transferor in connection with such Additional Invested Amount have been duly obtained, effected or given and are in full force and effect.
(c) On each Transfer Date, the Trustee shall include the proceeds from purchases of Additional Invested Amounts in the amount of Shared Excess Principal Collections for such Transfer Date, in an amount up to the lesser of (i) the amount of Additional Invested Amounts made during the period from and including the first day of the Monthly Period in which such Transfer Date occurs to and including such Transfer Date allocated to the Series 20042002-CC Certificate and (ii) the amount of Principal Collections allocated to Series 20042002-CC and the Investor Default Amount for the related Monthly Period. Any remaining proceeds from purchases of Additional Invested Amounts shall be paid to the Transferor. Any proceeds received from the purchases of Additional Invested Amounts on any day which is not a Transfer Date shall be paid to the Transferor at the time received by the Trust.
Appears in 1 contract
Samples: Amended and Restated Series Supplement (Chase Manhattan Bank Usa)
Additional Invested Amounts. (a) The Transferor may sell Each VFC Certificateholder agrees, by acceptance of its VFC Certificate, that the Company may, from time to time prior to the Series 2004-CC Facility Termination Date (as defined in the Certificate Purchase Agreement) for such VFC Certificateholder on or Certificate Owner, upon satisfaction of the conditions set forth in Section 2.2 of the Certificate Purchase Agreement, request that each Noncommitted Purchaser acquire, and (if a Noncommitted Purchaser decides in its sole discretion not to so acquire) require that each Committed Purchaser acquire, as of any Business Day Funding Change Date, additional undivided interests in the Trust in specified amounts (such amounts, the "Additional Invested AmountsAmount"); provided, that the Series 2001-VFC Target Receivables Amount does not exceed the Series 2001-VFC Allocated Receivables Amount, after giving effect to any increase in the Invested Amount and the Series 2001-VFC Required Reserves on such Funding Change Date. On each Funding Change Date, the Invested Amount and the Series 2001-VFC Required Reserves (and each other amount set forth herein, the calculation of which is based on such amounts) shall be recalculated to include the Additional Invested Amounts with respect to the VFC Certificates. The aggregate Additional Invested Amounts to be purchased shall have a minimum aggregate amount of $1,000,000 or more, and shall be in integral multiples of $100,000.
(b) The Company shall give to the Agent written notice in conformity with the Required Notice Period of the sale of Additional Invested Amounts specifying (i) the aggregate amount of requested Additional Invested Amounts and (ii) the applicable Funding Change Date (the "Purchase Date") if on which the conditions precedent Company wishes such purchase to selling an additional interest set forth in Section 6.15(b) have been metoccur (which date shall be a Business Day). If On the Series 2004- CC Certificateholder acquires such additional interestBusiness Day immediately after the Purchase Date, the Series 2004-CC Certificateholder Agent shall make a cash payment report to the Transferor on such Business Day Company, the Master Servicer and in writing to the Trustee (to be applied in accordance with Section 6.15(c)i) in the amount of such Additional Invested Amount; provided, however, that if the Transferor is, as of such Business Day, the holder of the transferor interest in an asset pool in the Chase Issuance Trust, as an alternative form of consideration, the Transferor may accept an increase in the amount of such transferor interest in an asset pool in the Chase Issuance Trust. The Transferor Interest in the Trust shall decrease as a result of such sale. Any Additional Invested Amounts purchased by the Series 2004-CC Noncommitted Purchasers and (ii) the amount of the Additional Invested Amounts purchased by the Committed Purchasers.
(c) Each Noncommitted Purchaser may, but shall not be obligated to, purchase its Noncommitted Purchaser Percentage (as defined in the Certificate Purchase Agreement) of any Additional Invested Amounts offered by the Company pursuant to Section 2.7(b). Each Committed Purchaser shall purchase its share of the Additional Invested Amounts not so purchased by the Noncommitted Purchasers pursuant to the immediately previous sentence in accordance with the Certificate Purchase Agreement. In no event shall any Additional Invested Amounts be purchased if, after giving effect thereto, the Principal Balance on the applicable Funding Change Date (after giving effect to those purchases which are made on the applicable Funding Change Date) would exceed the Purchase Limit. The Agent, on behalf of the Purchasers, shall pay by wire transfer of immediately available funds the purchase price for such Additional Invested Amounts to the Facility Account no later than 12:00 p.m. (Chicago time) on the Purchase Date.
(d) If the VFC Certificateholders acquire such additional interest, then in consideration of such VFC Certificateholders' payments of the Additional Invested Amount, the Master Servicer shall appropriately note such Additional Invested Amount on the related Daily Report, and the Invested Amount of the VFC Certificates will be equal to the Invested Amount of the VFC Certificates stated in such Daily Report.
(e) Subject to the provisions of Sections 2.7(c) and (d), the failure of any VFC Certificateholder to purchase any Additional Invested Amounts in accordance with this Section 2.7 and the Certificate Purchase Agreement shall not in itself relieve any other VFC Certificateholder of its obligation to purchase any Additional Invested Amounts. Notwithstanding any provision to the contrary contained in this Section 2.7, no VFC Certificateholder shall be evidenced by required to purchase any Additional Invested Amounts unless the definitive Certificate held by the Certificateholder issued on the Closing Date substantially conditions to such purchase contained in the form of Exhibit A hereto. The Series 2004- CC Certificate Purchase Agreement (including, without limitation, Section 2.2 thereof) have been satisfied.
(f) Each VFC Certificateholder shall and is hereby authorized to record on the grid attached to the Series 2004-CC its VFC Certificate (or at such VFC Certificateholder's option, in its internal books and records) the date and invested amount of any Additional Invested Amounts Amount purchased by it, the current invested amount thereof and each change theretorepayment thereof; provided, however, provided that failure to make any such recordation on such grid or any error in such grid shall not adversely affect such VFC Certificateholder's rights with respect to its Invested Amount. The Trustee shall not be responsible for the accuracy of any information on any such grid or with Amount and its right to receive interest payments in respect to the Certificateholder's notations in its internal books and records. The Servicer shall appropriately note all Additional Invested Amounts (and the increased Invested Amount) as well as any principal payment and reductions due to the Investor Default Amount on the Servicer's certificate delivered with respect to the related Monthly Period and direct the Trustee in writing to apply payments for Additional Invested Amounts as set forth in Section 6.15(c).
(b) The Transferor may determine to sell an additional interest on any date (each, an "Additional Investment Date") as set forth in Section 6.15(a) above subject to fulfillment of the following conditions precedent:
(i) on Principal Balance held by such Additional Investment Date, no event shall have occurred and be continuing, or shall result from such purchase of Additional Invested Amounts, that constitutes a Trust Pay Out Event or a Series 2004-CC Pay Out Event;
(ii) on such Additional Investment Date, after giving effect to the purchase of Additional Invested Amounts, the Transferor Interest shall equal or exceed the Minimum Transferor Interest and the aggregate amount of Principal Receivables shall equal or exceed the Minimum Aggregate Principal Receivables;
(iii) on such Additional Investment Date, the Additional Invested Amounts shall be conveyed to the Series 2004-CC Certificateholder free and clear of any Lien (other than any Lien for municipal or other local taxes if such taxes are not then due and payable or if the Transferor is then contesting the validity thereof in good faith by appropriate proceedings and has set aside on its books and records adequate reserves with respect thereto) and in compliance, in all material respects, with all Requirements of Law applicable to the Transferor; and
(iv) as of such Additional Investment Date, all authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Transferor in connection with such Additional Invested Amount have been duly obtained, effected or given and are in full force and effectVFC Certificateholder.
(c) On each Transfer Date, the Trustee shall include the proceeds from purchases of Additional Invested Amounts in the amount of Shared Principal Collections for such Transfer Date, in an amount up to the lesser of (i) the amount of Additional Invested Amounts made during the period from and including the first day of the Monthly Period in which such Transfer Date occurs to and including such Transfer Date allocated to the Series 2004-CC Certificate and (ii) the amount of Principal Collections allocated to Series 2004-CC and the Investor Default Amount for the related Monthly Period. Any remaining proceeds from purchases of Additional Invested Amounts shall be paid to the Transferor. Any proceeds received from the purchases of Additional Invested Amounts on any day which is not a Transfer Date shall be paid to the Transferor at the time received by the Trust.
Appears in 1 contract
Samples: Series Supplement Agreement (General Cable Corp /De/)