Derivative Contracts. (a) The Trustee shall, at the written direction of the Master Servicer, on behalf of the Trust Fund, enter into Derivative Contracts, solely for the benefit of the Class SB Certificates. Any such Derivative Contract shall constitute a fully prepaid agreement. The Master Servicer shall determine, in its sole discretion, whether any Derivative Contract conforms to the requirements of clauses (b) and (c) of this Section 4.09. Any acquisition of a Derivative Contract shall be accompanied by an appropriate amendment to this Agreement, including an Opinion of Counsel, as provided in Section 11.01, and either (i) an Opinion of Counsel to the effect that the existence of the Derivative Contract will not adversely affect the availability of the exemptive relief afforded under ERISA by U.S. Department of Labor Prohibited Transaction Exemption ("PTE") 94-29, as most recently amended, 67 Fed. Reg. 54487 (Aug. 22, 2002), to the Holders of the Class A Certificates or the Class M Certificates, as of the date the Derivative Contract is acquired by the Trustee; or (ii) the consent of each holder of a Class A Certificate or Class M Certificate to the acquisition of such Derivative Contract. All collections, proceeds and other amounts in respect of the Derivative Contracts payable by the Derivative Counterparty shall be distributed to the Class SB Certificates on the Distribution Date following receipt thereof by the Trustee. In no event shall such an instrument constitute a part of any REMIC created hereunder. In addition, in the event any such instrument is deposited, the Trust Fund shall be deemed to be divided into two separate and discrete sub-trusts. The assets of one such sub-trust shall consist of all the assets of the Trust Fund other than such instrument and the assets of the other sub-trust shall consist solely of such instrument.
(b) Any Derivative Contract that provides for any payment obligation on the part of the Trust Fund must (i) be without recourse to the assets of the Trust Fund, (ii) contain a non-petition covenant provision from the Derivative Counterparty, (iii) limit payment dates thereunder to Distribution Dates and (iv) contain a provision limiting any cash payments due to the Derivative Counterparty on any day under such Derivative Contract solely to funds available therefor in the Certificate Account to make payments to the Holders of the Class SB Certificates on such Distribution Date.
(c) Each Derivative Contract must (i) provide for the direct ...
Derivative Contracts. (a) At the direction of the Seller, the Owner Trustee shall, on behalf of the Trust, enter into derivative contracts for the benefit of the Certificates; provided however the counterparty to such derivative contract shall not be an Affiliate of the Depositor. Any acquisition of a derivative contract shall be accompanied by (i) an appropriate amendment to this Agreement, and (ii) any Opinion of Counsel required by Section 10.01.
(b) All collections, proceeds and other amounts in respect of the derivative contracts payable by the derivative counterparty shall be distributed to the Certificates on the Payment Date following receipt thereof by the Certificate Paying Agent.
(c) Any derivative contract that provides for any payment obligation on the part of the Trust must (i) be without recourse to the assets of the Trust, (ii) contain a non-petition covenant provision from the derivative counterparty, (iii) limit payment dates thereunder for payments, if any, by the Trust to Payment Dates (iv) contain a provision limiting any cash payments due to the derivative counterparty on any, day under such derivative contract solely to funds available therefor in the Certificate Distribution Account available to make payments to the Holders of the Certificates on such Payment Date, and (v) provide for copies of all notices and correspondence to be provided to the Certificate Paying Agent.
(d) Each derivative contract must (i) provide for the direct payment of any amounts by the derivative counterparty thereunder to the Certificate Distribution Account at least one Business Day prior to the related Payment Date, (ii) contain an assignment of all of the Trust’s rights (but none of its obligations) under such derivative contract to the Owner Trustee on behalf the Certificateholders and shall include an express consent to the derivative counterparty to such assignment, (iii) provide that in the event of the occurrence of an Event of Default, such derivative contract shall terminate upon the direction of a 50.01% or greater Percentage Interest of the Certificates, and (iv) prohibit the derivative counterparty from “setting-off’ or “netting” other obligations of the Trust and its Affiliates against such derivative counterparty’s payment obligations thereunder.
(e) The Seller shall determine, in its sole discretion, whether any derivative contract conforms to the requirements of Section 6.11(c) and (d).
(f) Neither the Seller nor the Depositor shall have any direct or indirect ...
Derivative Contracts. Neither the Company nor any of its Subsidiaries shall enter into any Hedge Agreement or other financial or commodity derivative contracts except to provide hedge protection for an underlying economic transaction in the ordinary course of business.
Derivative Contracts. 49 ARTICLE V THE CERTIFICATES..........................................................................50 Section 5.01. The Certificates.................................................................50 Section 5.02. Registration of Transfer and Exchange of Certificates............................50 ARTICLE VI THE COMPANY AND THE MASTER SERVICER.......................................................56 ARTICLE VII DEFAULT...................................................................................57
Derivative Contracts. (a) The Trustee shall, at the written direction of the Master Servicer, on behalf of the Trust Fund, enter into Derivative Contracts, solely for the benefit of the Class SB Certificates. Any such Derivative Contract shall constitute a fully prepaid agreement. The Master Servicer shall determine, in its sole discretion, whether any Derivative Contract conforms to the requirements of clauses (b) and (c) of this Section 4.
Derivative Contracts. (a) The Trustee shall, at the written direction of the Servicer, enter into Derivative Contracts on behalf of the Trust solely for the benefit of the Holder of the Class R Certificate. Any such Derivative Contract shall constitute a fully prepaid agreement. The Servicer shall determine, in its sole discretion, whether any Derivative Contract conforms to the requirements of clauses (b) and (c) of this Section 3.13. Any acquisition of a Derivative Contract shall be accompanied by (i) an appropriate amendment to this Agreement, including an Opinion of Counsel to the effect that all such conditions precedent, if any, to such amendment have been complied with, (ii) either (A) an Opinion of Counsel addressed to the Trustee to the effect that the existence of the Derivative Contract will not adversely affect the availability of the exemptive relief afforded under ERISA by the Underwriter Exemption to the holders of the Offered Certificates, as of the date the Derivative Contract is acquired by the Trustee on behalf of the Trust; or (B) the consent of each Holder of a Certificate to the acquisition of such Derivative Contract, and (iii) an Opinion of Counsel to the effect that entering into the Derivative Contract will not adversely affect the income tax treatment of the Trust or any interest in the Trust. All collections, proceeds and other amounts in respect of the Derivative Contracts payable by the Derivative Counterparty shall first be deposited into a reserve fund (“Derivative Contract Reserve Fund”) especially created for such collections, proceeds and other amounts, and thereafter distributed to the Holder of the Class R Certificate on the Distribution Date following receipt and deposit thereof by the Administrator. The Derivative Contract Reserve Fund shall be created, and funded with no less than $1,000, before the Trustee enters into such Derivative Contract. In the event any Derivative Contract is entered into, the Trust shall be deemed to be divided into two separate and discrete sub-trusts. The assets of one such sub-trust shall consist of all the assets of the Trust other than such Derivative Contract and the assets of the other sub-trust shall consist solely of the Derivative Contract and the funds held in the Derivative Contract Reserve Fund.
(b) Any Derivative Contract that imposes any obligation to make a payment to the Derivative Counterparty (other than the obligation to pay any prepaid amount) must (i) impose such obligation solely on the Hol...
Derivative Contracts. 102 Section 4.12. Tax Treatment of Yield Maintenance Payments.....................103 ARTICLE V THE CERTIFICATES Section 5.01. The Certificates................................................103 Section 5.02. Registration of Transfer and Exchange of Certificates...........105 Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates...............110 Section 5.04. Persons Deemed Owners...........................................111 Section 5.05. Appointment of Paying Agent.....................................111 ARTICLE VI
Derivative Contracts. The Borrower shall not enter into or in any manner be liable under any Derivative Contract except:
(a) Derivative Contracts as required under Section 5.21;
(b) Derivative Contracts entered into with the purpose and effect of hedging prices on hydrocarbons attributable to the Borrowing Base Properties and expected to be produced by the Borrower provided that at all times: (i) the aggregate of all such Derivative Contracts limits or reduces such market price risk for a term of no more than twenty-four (24) months; (ii) no such contract, when aggregated with all Derivative Contracts permitted under this Section 6.2 and/or required under Section 5.21 requires the Borrower to deliver more than seventy-five percent (75%) of total estimated hydrocarbons to be produced for any month from the proved developed producing Oil and Gas Properties as so designated in the most recent reserve report furnished by the Borrower under this Agreement; (iii) each such contract shall be with an Acceptable Counter-party; and (iv) no such contract with a counter-party other than the Lender or Affiliate of the Lender requires the Borrower to put up money, letters of credit, assets, or any other security against the event of its nonperformance prior to actual default by the Borrower in performing obligations thereunder; and
(c) Derivative Contracts entered into with the purpose and effect of hedging interest rates on a principal amount of Debt of the Borrower that is accruing interest at a variable rate, provided that (i) the floating rate index of each such contract generally matches the index used to determine the floating rates of interest on the corresponding Debt of Borrower to be hedged by such contract and in no event shall the term of such contract extend beyond the Termination Date; (ii) each such contract shall be with an Acceptable Counter-party; and (iii) no such contract with a counter-party other than the Lender or Affiliate of the Lender requires the Borrower to put up money, letters of credit, assets, or any other security against the event of its nonperformance prior to actual default by the Borrower in performing obligations thereunder.
Derivative Contracts. None of Borrower or Guarantors shall, nor shall any of Borrower or Guarantors permit any of their Subsidiaries to, enter into or in any manner be liable under any Derivative Contract attributable to Mortgaged Properties except:
(a) Derivative Contracts entered into with the purpose and effect of fixing prices on Oil and Gas attributable to the Mortgaged Properties and expected to be produced by Borrower provided that at all times: (1) the aggregate of all such Derivative Contracts limits or reduces such market price risk for a term of not more than forty-eight (48) months; (2) no such contract, when aggregated with all Derivative Contracts permitted under this Section 8.14(a) requires such Person to deliver more than 80% of total estimated Oil and Gas to be produced from the proved Oil and Gas Properties as so designated in the most recent Reserve Report furnished by Borrower under Section 7.02(c) as adjusted for any acquisitions or divestitures, and (3) each such contract shall be with any of the Banks or any Affiliates of the Banks, or with a counter-party or have a guarantor of the obligation of the counter-party who, at the time the contract is made, has long-term obligations rated BBB or Baa2 or better, respectively, by Standard & Poor's Rating Group, a division of McGraw Hill, Inc., or Xxxxx'x Investors Service, Inc. (or a successor credit rating agency).
(b) Derivative Contracts entered into with the purpose and effect of fixing interest rates on a principal amount of Indebtedness of Borrower that is accruing interest at a variable rate, provided that (1) the floating rate index of each such contract generally matches the index used to determine the floating rates of interest on the corresponding Indebtedness of Borrower to be hedged by such contract; (2) no such contract with a counter-party other than a Bank or its Affiliate requires Borrower to put up money, assets, letters of credit, or other security against the event of its nonperformance prior to actual default by Borrower in performing obligations thereunder; and (3) each such contract shall be with a Bank or its Affiliate or with a counter-party or have a guarantor of the obligation of the counter party who, at the time the contract is made, has long-term obligations rated AA or Aa2 or better, respectively, by Standard & Poor's Rating Group, a division of McGraw Hill, Inc., or Xxxxx'x Investors Service, Inc. (or a successor credit rating agency).
(c) In the event Borrower, Guarantors or the...
Derivative Contracts. As of the date hereof Schedule 6.21 sets forth, a true and complete list of all Derivative Contracts of the Loan Parties, the material terms thereof (including the type, term, effective date, termination date and notional amounts or volumes), the net xxxx-to-market value thereof, all credit support agreements relating thereto (including any margin required or supplied) and the counterparty to each such agreement.
