Early Redemption Events. In addition to the events identified as Early Redemption Events in Section 1201 of the Indenture, each of the following events will also be an Early Redemption Event with respect to the Series [____] Notes: (1) failure on the part of DCWR, the Servicer or DCS (if DCS is no longer the Servicer), as applicable, (a) to make any payment or deposit required by the Pooling and Servicing Agreement or the Receivables Purchase Agreement, including but not limited to any Transfer Deposit Amount or Adjustment Payment, on or before the date occurring two Business Days after the date that payment or deposit is required to be made; or (b) to deliver a Distribution Date Statement on the date required under the Pooling and Servicing Agreement, or within the applicable grace period which will not exceed five business days; or (c) to comply with its covenant in the Pooling and Servicing Agreement not to create any lien on a Receivable; or (d) to observe or perform in any material respect any other covenants or agreements set forth in the Pooling and Servicing Agreement or the Receivables Purchase Agreement, which failure continues unremedied for a period of 45 days after written notice of that failure in accordance with the Pooling and Servicing Agreement; (2) any representation or warranty made by DCS, as seller, in the Receivables Purchase Agreement or by DCWR in the Pooling and Servicing Agreement or any information required to be given by DCWR to the Trustee to identify the Accounts proves to have been incorrect in any material respect when made and continues to be incorrect in any material respect for a period of 60 days after written notice and as a result the interests of the Certificateholders are materially and adversely affected. An Early Redemption Event, however, shall not be deemed to occur if DCWR has repurchased the related Receivables or all of the Receivables, if applicable, during that period in accordance with the provisions of the Pooling and Servicing Agreement; (3) the occurrence of any event specified in the Section 9.01(c), (d) or (e) of the Pooling and Servicing Agreement relating to DCS or DaimlerChrysler; (4) a failure by DCWR to convey Receivables in Additional Accounts to the CARCO Trust within five Business Days after the day on which it is required to convey those Receivables under the Pooling and Servicing Agreement; (5) on any Transfer Date, the [Primary] Overcollateralization Amount for the next Payment Date will be reduced to an amount less than the Required Primary Overcollateralization Amount on that Transfer Date after giving effect to the distributions to be made on the next Payment Date; provided that, for the purpose of determining whether an Early Redemption Event has occurred pursuant to this clause (5), any reduction of the Primary Overcollateralization Amount resulting from reallocations of the Series [ ] Available Principal Amounts to pay interest on the Series [ ] Notes in the event LIBOR is equal to or greater than the prime rate upon which interest on the Receivables is calculated on the applicable LIBOR Determination Date will be considered an Early Redemption Event only if LIBOR remains equal to or greater than such prime rate for the next 30 consecutive days following such LIBOR Determination Date ; (6) any Service Default occurs; (7) on any Determination Date, as of the last day of the preceding Collection Period, the aggregate amount of Principal Receivables relating to Used Vehicles exceeds 20% of the Pool Balance on that last day; (8) on any Determination Date, the average of the Monthly Payment Rates for the three preceding Collection Periods is less than 20%; (9) the Outstanding Dollar Principal Amount of the Series [___] Notes is not repaid by the Series [___] Expected Principal Payment Date; (10) the Issuer becomes an investment company within the meaning of the Investment Company Act of 1940; and (11) the occurrence of an Event of Default with respect of the Series [ ] Notes. In the case of any event described in clause (1), (2) or (6) above, an Early Redemption Event with respect to Series [ ] will be deemed to have occurred only if, after the applicable grace period described in such clause, if any, either the Indenture Trustee or Series [ ] Noteholders holding Series [ ] Notes evidencing more than 50% of the Outstanding Dollar Principal Amount of the Series [ ] Notes by written notice to the Seller, the Servicer, the Trustee and the Indenture Trustee, if given by Series [ ] Noteholders, declare that an Early Redemption Event has occurred as of the date of that notice. In the case of any Early Redemption Event described in the prospectus or any event described in clause (3), (4), (5), (7), (8), (9), (10) or (11) above, an Early Redemption Event with respect to Series [ ] will be deemed to have occurred without any notice or other action on the part of the Trustee or the Series [ ] Noteholders immediately upon the occurrence of that event.
Appears in 1 contract
Samples: Indenture Supplement (Daimlerchrysler Wholesale Receivables LLC)
Early Redemption Events. In addition to the events identified as Early Redemption Events in Section 1201 of the Indenture, each of the following events will also be an Early Redemption Event with respect to the Series [____] 2003-A Notes:
(1) failure on the part occurrence of DCWR, the Servicer or DCS (if DCS is no longer the Servicer), as applicable,
(aEarly Amortization Event specified in Section 901(f) to make any payment or deposit required by the Pooling and Servicing Agreement or the Receivables Purchase Agreement, including but not limited to any Transfer Deposit Amount or Adjustment Payment, on or before the date occurring two Business Days after the date that payment or deposit is required to be made; or
(b) to deliver a Distribution Date Statement on the date required under the Pooling and Servicing Agreement, or within the applicable grace period which will not exceed five business days; or
(c) to comply with its covenant in the Pooling and Servicing Agreement not to create any lien on a Receivable; or
(d) to observe or perform in any material respect any other covenants or agreements set forth in the Pooling and Servicing Agreement or the Receivables Purchase Agreement, which failure continues unremedied for a period of 45 days after written notice of that failure in accordance with the Pooling and Servicing Agreement;
(2) any representation or warranty made by DCS, as seller, in the Receivables Purchase Agreement or by DCWR in the Pooling and Servicing Agreement or any information required to be given by DCWR to the Trustee to identify the Accounts proves to have been incorrect in any material respect when made and continues to be incorrect in any material respect for a period of 60 days after written notice and as a result the interests occurrence of the Certificateholders are materially and adversely affected. An Early Redemption Event, however, shall not be deemed to occur if DCWR has repurchased the related Receivables or all of the Receivables, if applicable, during that period Amortization Event specified in accordance with the provisions Section 9.01(g) of the Pooling and Servicing Agreement;
(3) the occurrence of any event Early Amortization Event specified in the Section 9.01(c9.01(b), (c), (d) or (e) of the Pooling and Servicing Agreement relating to DCS or DaimlerChryslerAgreement;
(4) a failure by DCWR to convey Receivables the occurrence of the Early Amortization Event specified in Additional Accounts to the CARCO Trust within five Business Days after the day on which it is required to convey those Receivables under Section 9.01(a) of the Pooling and Servicing Agreement;
(5) on any Transfer Payment Date, the [Primary] Primary Overcollateralization Amount for the next such Payment Date will be is reduced to an amount less than the Required Primary Overcollateralization Amount on that Transfer Payment Date after giving effect to the distributions to be made on the next such Payment Date; provided that, for the purpose of determining whether an Early Redemption Event has occurred pursuant to this clause (5), any reduction of the Primary Overcollateralization Amount resulting from reallocations of the Series [ ] 2003-A Available Principal Amounts to pay interest on the Series [ ] 2003-A Notes in the event LIBOR is equal to or greater than the prime rate upon which interest on the Receivables is calculated on the applicable LIBOR Determination Date will be considered an Early Redemption Event only if LIBOR remains equal to or greater than such prime rate for the next 30 consecutive days following such LIBOR Determination Date ;
(6) any Service Default occurs;
(7) on any Determination Date, as of the last day of the preceding Collection Period, the aggregate amount of Principal Receivables relating to Used Vehicles exceeds 20% of the Pool Balance on that last day;
(8) on any Determination Date, the average of the Monthly Payment Rates for the three preceding Collection Periods is less than 20%;
(9) the Outstanding Dollar Principal Amount of the Series [___] 2003-A Notes is not repaid by the Series [___] 2003-A Expected Principal Payment Date;
(10) the Issuer becomes an investment company within the meaning of the Investment Company Act of 1940; and
(11) the occurrence of an Event of Default with respect of the Series [ ] 2003-A Notes. In Notwithstanding the foregoing in this Section 4.01, in the case of any event described in clause (1), (2) or (6) above, an Early Redemption Event with respect to Series [ ] 2003-A will be deemed to have occurred only if, after the applicable grace period described in such clause, if any, either the Indenture Trustee or Series [ ] 2003-A Noteholders holding Series [ ] 2003-A Notes evidencing more than 50% of the Outstanding Dollar Principal Amount of the Series [ ] 2003-A Notes by written notice to the Seller, the Servicer, the CARCO Trust Trustee and the Indenture Trustee, if given by Series [ ] 2003-A Noteholders, declare that an Early Redemption Event with respect to the Series 2003-A Notes has occurred as of the date of that notice. In the case of any Early Redemption Event described in Section 9.01(h) of the prospectus Pooling and Servicing Agreement or any event described in clause (3), (4), (5), (7), (8), (9), (10) or (11) above, an Early Redemption Event with respect to the Series [ ] will 2003-A Notes shall be deemed to have occurred without any notice or other action on the part of the Indenture Trustee or the Series [ ] 2003-A Noteholders immediately upon the occurrence of such event. Notwithstanding the foregoing in this Section 4.01, if (x) an Early Redemption Period results from the failure by DCWR to convey Receivables in Additional Accounts to the CARCO Trust, as described in clause (4) above during the Revolving Period, (y) no other Early Redemption Event that eventhas not been cured or waived in accordance with the Indenture has occurred and (z) each Note Rating Agency has confirmed that recommencing the Revolving Period will not cause a Ratings Effect, then the Early Redemption Period resulting from such failure will terminate and the Revolving Period will recommence as of the end of the first Collection Period during which the Seller would no longer be required to convey Receivables in Additional Accounts to the CARCO Trust; provided that the Revolving Period will not recommence if the scheduled termination date of the Revolving Period has occurred. Notwithstanding the foregoing in this Section 4.01, if an Early Redemption Event (other than the Early Redemption Event specified in clause (3) above and any of the Early Redemption Events specified in Section 1201(c) of the Indenture) has occurred and the scheduled termination of the Revolving Period has not occurred, the Indenture Trustee shall request from Standard & Poor's a confirmation that such Early Redemption Event will not cause a Ratings Effect. If the Indenture Trustee receives such confirmation and the Majority Holders of Series 2003-A Notes consent to the recommencement of the Revolving Period, the related Early Redemption Period shall terminate and the Revolving Period shall recommence.
Appears in 1 contract
Samples: Indenture Supplement (Daimlerchrysler Master Owner Trust)
Early Redemption Events. In addition to the events identified as Early Redemption Events in Section 1201 of the Indenture, each of the following events will also be an Early Redemption Event with respect to the Series [____] 2004-B Notes:
(1) failure on the part occurrence of DCWR, the Servicer or DCS (if DCS is no longer the Servicer), as applicable,
(aEarly Amortization Event specified in Section 9.01(f) to make any payment or deposit required by the Pooling and Servicing Agreement or the Receivables Purchase Agreement, including but not limited to any Transfer Deposit Amount or Adjustment Payment, on or before the date occurring two Business Days after the date that payment or deposit is required to be made; or
(b) to deliver a Distribution Date Statement on the date required under the Pooling and Servicing Agreement, or within the applicable grace period which will not exceed five business days; or
(c) to comply with its covenant in the Pooling and Servicing Agreement not to create any lien on a Receivable; or
(d) to observe or perform in any material respect any other covenants or agreements set forth in the Pooling and Servicing Agreement or the Receivables Purchase Agreement, which failure continues unremedied for a period of 45 days after written notice of that failure in accordance with the Pooling and Servicing Agreement;
(2) any representation or warranty made by DCS, as seller, in the Receivables Purchase Agreement or by DCWR in the Pooling and Servicing Agreement or any information required to be given by DCWR to the Trustee to identify the Accounts proves to have been incorrect in any material respect when made and continues to be incorrect in any material respect for a period of 60 days after written notice and as a result the interests occurrence of the Certificateholders are materially and adversely affected. An Early Redemption Event, however, shall not be deemed to occur if DCWR has repurchased the related Receivables or all of the Receivables, if applicable, during that period Amortization Event specified in accordance with the provisions Section 9.01(g) of the Pooling and Servicing Agreement;
(3) the occurrence of any event Early Amortization Event specified in the Section 9.01(c9.01(b), (c), (d) or (e) of the Pooling and Servicing Agreement relating to DCS or DaimlerChryslerAgreement;
(4) a failure by DCWR to convey Receivables the occurrence of the Early Amortization Event specified in Additional Accounts to the CARCO Trust within five Business Days after the day on which it is required to convey those Receivables under Section 9.01(a) of the Pooling and Servicing Agreement;
(5) on any Transfer Payment Date, the [Primary] Primary Overcollateralization Amount for the next such Payment Date will be is reduced to an amount less than the Required Primary Overcollateralization Amount on that Transfer Payment Date after giving effect to the distributions to be made on the next such Payment Date; provided that, for the purpose of determining whether an Early Redemption Event has occurred pursuant to this clause (5), any reduction of the Primary Overcollateralization Amount resulting from reallocations of the Series [ ] 2004-B Available Principal Amounts to pay interest on the Series [ ] 2004-B Notes in the event LIBOR is equal to or greater than the prime rate upon which interest on the Receivables is calculated on the applicable LIBOR Determination Date will be considered an Early Redemption Event only if LIBOR remains equal to or greater than such prime rate for the next 30 consecutive days following such LIBOR Determination Date ;
(6) any Service Default occurs;
(7) on any Determination Date, as of the last day of the preceding Collection Period, the aggregate amount of Principal Receivables relating to Used Vehicles exceeds 20% of the Pool Balance on that last day;
(8) on any Determination Date, the average of the Monthly Payment Rates for the three preceding Collection Periods is less than 20%;
(9) the Outstanding Dollar Principal Amount of the Series [___] 2004-B Notes is not repaid by the Series [___] 2004-B Expected Principal Payment Date;
(10) the Issuer becomes an investment company within the meaning of the Investment Company Act of 1940; and;
(11) the occurrence of an Event of Default with respect of the Series [ ] 2004-B Notes;
(12) the CARCO Trust shall file a petition commencing a voluntary case under any chapter of the Federal bankruptcy laws; or the CARCO Trust shall file a petition or answer or consent seeking reorganization, arrangement, adjustment, or composition under any other similar applicable Federal law, or shall consent to the filing of any such petition, answer, or consent; or the CARCO Trust shall appoint, or consent to the appointment of, a custodian, receiver, liquidator, trustee, assignee, sequestrator or other similar official in bankruptcy or insolvency of it or of any substantial part of its property; or the CARCO Trust shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due; and
(13) any order for relief against the CARCO Trust shall have been entered by a court having jurisdiction in the premises under any chapter of the Federal bankruptcy laws, and such order shall have continued undischarged or unstayed for a period of 60 days; or a decree or order by a court having jurisdiction in the premises shall have been entered approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of the CARCO Trust under any other similar applicable Federal law, and such decree or order shall have continued undischarged or unstayed for a period of 120 days; or a decree or order of a court having jurisdiction in the premises for the appointment of a custodian, receiver, liquidator, trustee, assignee, sequestrator, or other similar official in bankruptcy or insolvency of the CARCO Trust or of any substantial part of its property, or for the winding up or liquidation of its affairs, shall have been entered, and such decree or order shall have remained in force undischarged or unstayed for a period of 120 days. In Notwithstanding the foregoing in this Section 4.01, in the case of any event described in clause (1), (2) or (6) above, an Early Redemption Event with respect to Series [ ] 2004-B will be deemed to have occurred only if, after the applicable grace period described in such clause, if any, either the Indenture Trustee or Series [ ] 2004-B Noteholders holding Series [ ] 2004-B Notes evidencing more than 50% of the Outstanding Dollar Principal Amount of the Series [ ] 2004-B Notes by written notice to the Seller, the Servicer, the CARCO Trust Trustee and the Indenture Trustee, if given by Series [ ] 2004-B Noteholders, declare that an Early Redemption Event with respect to the Series 2004-B Notes has occurred as of the date of that notice. In the case of any Early Redemption Event described in Section 9.01(h) of the prospectus Pooling and Servicing Agreement or any event described in clause (3), (4), (5), (7), (8), (9), (10), (11), (12) or (1113) above, an Early Redemption Event with respect to the Series [ ] will 2004-B Notes shall be deemed to have occurred without any notice or other action on the part of the Indenture Trustee or the Series [ ] 2004-B Noteholders immediately upon the occurrence of such event. Notwithstanding the foregoing in this Section 4.01, if (x) an Early Redemption Period results from the failure by DCWR to convey Receivables in Additional Accounts to the CARCO Trust, as described in clause (4) above during the Revolving Period, (y) no other Early Redemption Event that eventhas not been cured or waived in accordance with the Indenture has occurred and (z) each Note Rating Agency has confirmed that recommencing the Revolving Period will not cause a Ratings Effect, then the Early Redemption Period resulting from such failure will terminate and the Revolving Period will recommence as of the end of the first Collection Period during which the Seller would no longer be required to convey Receivables in Additional Accounts to the CARCO Trust; provided that the Revolving Period will not recommence if the scheduled termination date of the Revolving Period has occurred. Notwithstanding the foregoing in this Section 4.01, if an Early Redemption Event (other than an Early Redemption Event specified in clause (3), (12) or (13) above and the Early Redemption Event specified in Section 1201(c) of the Indenture) has occurred and the scheduled termination of the Revolving Period has not occurred, the Indenture Trustee shall request from Standard & Poor's a confirmation that such Early Redemption Event will not cause a Ratings Effect. If the Indenture Trustee receives such confirmation and the Majority Holders of Series 2004-B Notes consent to the recommencement of the Revolving Period, the related Early Redemption Period shall terminate and the Revolving Period shall recommence.
Appears in 1 contract
Samples: Indenture Supplement (Daimlerchrysler Master Owner Trust)
Early Redemption Events. In addition to the events identified as Early Redemption Events in Section 1201 of the Indenture, each of the following events will also be an Early Redemption Event with respect to the Series [____] Notes:
(1) failure on the part of DCWR, the Servicer or DCS (if DCS is no longer the Servicer), as applicable,
(a) to make any payment or deposit required by the Pooling and Servicing Agreement or the Receivables Purchase Agreement, including but not limited to any Transfer Deposit Amount or Adjustment Payment, on or before the date occurring two Business Days after the date that payment or deposit is required to be made; or
(b) to deliver a Distribution Date Statement on the date required under the Pooling and Servicing Agreement, or within the applicable grace period which will not exceed five business days; or
(c) to comply with its covenant in the Pooling and Servicing Agreement not to create any lien on a Receivable; or
(d) to observe or perform in any material respect any other covenants or agreements set forth in the Pooling and Servicing Agreement or the Receivables Purchase Agreement, which failure continues unremedied for a period of 45 days after written notice of that failure in accordance with the Pooling and Servicing Agreement;
(2) any representation or warranty made by DCS, as seller, in the Receivables Purchase Agreement or by DCWR in the Pooling and Servicing Agreement or any information required to be given by DCWR to the Trustee to identify the Accounts proves to have been incorrect in any material respect when made and continues to be incorrect in any material respect for a period of 60 days after written notice and as a result the interests of the Certificateholders are materially and adversely affected. An Early Redemption Event, however, shall not be deemed to occur if DCWR has repurchased the related Receivables or all of the Receivables, if applicable, during that period in accordance with the provisions of the Pooling and Servicing Agreement;
(3) the occurrence of any event specified in the Section 9.01(c), (d) or (e) of the Pooling and Servicing Agreement relating to DCS or DaimlerChrysler;
(4) a failure by DCWR to convey Receivables in Additional Accounts to the CARCO Trust within five Business Days after the day on which it is required to convey those Receivables under the Pooling and Servicing Agreement;
(5) on any Transfer Payment Date, the [Primary] Overcollateralization Amount for the next Payment Date will be reduced to an amount less than the Required Primary Overcollateralization Amount on that Transfer Date after giving effect to the distributions to be made on the next such Payment Date; provided that, for the purpose of determining whether an Early Redemption Event has occurred pursuant to this clause (5), any reduction of the Primary Overcollateralization Amount resulting from reallocations of the Series [ ] Available Principal Amounts to pay interest on the Series [ ] Notes in the event LIBOR is equal to or greater than the prime rate upon which interest on the Receivables is calculated on the applicable LIBOR Determination Date will be considered an Early Redemption Event only if LIBOR remains equal to or greater than such prime rate for the next 30 consecutive days following such LIBOR Determination Date Date;
(6) any Service Default occurs;
(7) on any Determination Date, as of the last day of the preceding Collection Period, the aggregate amount of Principal Receivables relating to Used Vehicles exceeds 20% of the Pool Balance on that last day;
(8) on any Determination Date, the average of the Monthly Payment Rates for the three preceding Collection Periods is less than 20%;
(9) the Outstanding Dollar Principal Amount of the Series [___] Notes is not repaid by the Series [___] Expected Principal Payment Date;
(10) the Issuer becomes an investment company within the meaning of the Investment Company Act of 1940; and
(11) the occurrence of an Event of Default with respect of the Series [ ] Notes. In the case of any event described in clause (1), (2) or (6) above, an Early Redemption Event with respect to Series [ ] will be deemed to have occurred only if, after the applicable grace period described in such clause, if any, either the Indenture Trustee or Series [ ] Noteholders holding Series [ ] Notes evidencing more than 50% of the Outstanding Dollar Principal Amount of the Series [ ] Notes by written notice to the Seller, the Servicer, the Trustee and the Indenture Trustee, if given by Series [ ] Noteholders, declare that an Early Redemption Event has occurred as of the date of that notice. In the case of any Early Redemption Event described in the prospectus or any event described in clause (3), (4), (5), (7), (8), (9), (10) or (11) above, an Early Redemption Event with respect to Series [ ] will be deemed to have occurred without any notice or other action on the part of the Trustee or the Series [ ] Noteholders immediately upon the occurrence of that event. If an Early Redemption Period results from the failure by DCWR to convey Receivables in Additional Accounts to the CARCO Trust, as described in clause (4) above, during the Revolving Period and no other Early Reemption Event that has not been cured or waived in accordance with the Indenture has occurred, the Early Redemption Period resulting from such failure will terminate and the Revovling Period will recommence as of the end of the first Collection Period during which the Seller would no longer be required to convey Receivables to the CARCO Trust; provided that, the Revolving Period will not recommence if the scheduled termination date of the Revolving Period has occurred. If an Early Redemption Event (other than the Early Redemption Event specified in clause (3) above and any of the Early Redemption Events specified in Section 1201 of the Indenture) has occurred and the scheduled termination of the Revolving Period has not occurred, the Indenture Trustee shall request from Standard & Poor's and Fitch a confirmation that such Early Redemption Event will not cause a Ratings Effect. If the Indenture Trustee receives such confirmation and the Majority Holders of Series [____] Notes consent to the recommencement of the Revolving Period, the related Early Redemption Period shall terminate and the Revolving Period shall recommence.
Appears in 1 contract
Samples: Indenture Supplement (Carco Auto Loan Master Trust)
Early Redemption Events. In addition to the events identified as Early Redemption Events in Section 1201 of the Indenture, each of the following events will also be an Early Redemption Event with respect to the Series [____o] Notes:
(1) failure on the part occurrence of DCWR, the Servicer or DCS (if DCS is no longer the Servicer), as applicable,
(aEarly Amortization Event specified in Section 901(f) to make any payment or deposit required by the Pooling and Servicing Agreement or the Receivables Purchase Agreement, including but not limited to any Transfer Deposit Amount or Adjustment Payment, on or before the date occurring two Business Days after the date that payment or deposit is required to be made; or
(b) to deliver a Distribution Date Statement on the date required under the Pooling and Servicing Agreement, or within the applicable grace period which will not exceed five business days; or
(c) to comply with its covenant in the Pooling and Servicing Agreement not to create any lien on a Receivable; or
(d) to observe or perform in any material respect any other covenants or agreements set forth in the Pooling and Servicing Agreement or the Receivables Purchase Agreement, which failure continues unremedied for a period of 45 days after written notice of that failure in accordance with the Pooling and Servicing Agreement;
(2) any representation or warranty made by DCS, as seller, in the Receivables Purchase Agreement or by DCWR in the Pooling and Servicing Agreement or any information required to be given by DCWR to the Trustee to identify the Accounts proves to have been incorrect in any material respect when made and continues to be incorrect in any material respect for a period of 60 days after written notice and as a result the interests occurrence of the Certificateholders are materially and adversely affected. An Early Redemption Event, however, shall not be deemed to occur if DCWR has repurchased the related Receivables or all of the Receivables, if applicable, during that period Amortization Event specified in accordance with the provisions Section 9.01(g) of the Pooling and Servicing Agreement;
(3) the occurrence of any event Early Amortization Event specified in the Section 9.01(c9.01(b), (c), (d) or (e) of the Pooling and Servicing Agreement relating to DCS or DaimlerChryslerAgreement;
(4) a failure by DCWR to convey Receivables the occurrence of the Early Amortization Event specified in Additional Accounts to the CARCO Trust within five Business Days after the day on which it is required to convey those Receivables under Section 9.01(a) of the Pooling and Servicing Agreement;
(5) on any Transfer Payment Date, the [Primary] Primary Overcollateralization Amount for the next such Payment Date will be is reduced to an amount less than the Required Primary Overcollateralization Amount on that Transfer Payment Date after giving effect to the distributions to be made on the next such Payment Date; provided that, for the purpose of determining whether an Early Redemption Event has occurred pursuant to this clause (5), any reduction of the Primary Overcollateralization Amount resulting from reallocations of the Series [ [o] Available Principal Amounts to pay interest on the Series [ [o] Notes in the event LIBOR is equal to or greater than the prime rate upon which interest on the Receivables is calculated on the applicable LIBOR Determination Date will be considered an Early Redemption Event only if LIBOR remains equal to or greater than such prime rate for the next 30 consecutive days following such LIBOR Determination Date ;
(6) any Service Default occurs;
(7) on any Determination Date, as of the last day of the preceding Collection Period, the aggregate amount of Principal Receivables relating to Used Vehicles exceeds 20% of the Pool Balance on that last day;
(8) on any Determination Date, the average of the Monthly Payment Rates for the three preceding Collection Periods is less than 20%;
(9) the Outstanding Dollar Principal Amount of the Series [___o] Notes is not repaid by the Series [___o] Expected Principal Payment Date;
(10) the Issuer becomes an investment company within the meaning of the Investment Company Act of 1940; and
(11) the occurrence of an Event of Default with respect of the Series [ [o] Notes. In Notwithstanding the foregoing in this Section 4.01, in the case of any event described in clause (1), (2) or (6) above, an Early Redemption Event with respect to Series [ [o] will be deemed to have occurred only if, after the applicable grace period described in such clause, if any, either the Indenture Trustee or Series [ [o] Noteholders holding Series [ [o] Notes evidencing more than 50% of the Outstanding Dollar Principal Amount of the Series [ [o] Notes by written notice to the Seller, the Servicer, the CARCO Trust Trustee and the Indenture Trustee, if given by Series [ [o] Noteholders, declare that an Early Redemption Event with respect to the Series [o] Notes has occurred as of the date of that notice. In the case of any Early Redemption Event described in Section 9.01(h) of the prospectus Pooling and Servicing Agreement or any event described in clause (3), (4), (5), (7), (8), (9), (10) or (11) above, an Early Redemption Event with respect to the Series [ [o] will Notes shall be deemed to have occurred without any notice or other action on the part of the Indenture Trustee or the Series [ [o] Noteholders immediately upon the occurrence of such event. Notwithstanding the foregoing in this Section 4.01, if (x) an Early Redemption Period results from the failure by DCWR to convey Receivables in Additional Accounts to the CARCO Trust, as described in clause (4) above during the Revolving Period, (y) no other Early Redemption Event that eventhas not been cured or waived in accordance with the Indenture has occurred and (z) each Note Rating Agency has confirmed that recommencing the Revolving Period will not cause a Ratings Effect, then the Early Redemption Period resulting from such failure will terminate and the Revolving Period will recommence as of the end of the first Collection Period during which the Seller would no longer be required to convey Receivables in Additional Accounts to the CARCO Trust; provided that the Revolving Period will not recommence if the scheduled termination date of the Revolving Period has occurred. Notwithstanding the foregoing in this Section 4.01, if an Early Redemption Event (other than the Early Redemption Event specified in clause (3) above and any of the Early Redemption Events specified in Section 1201(c) of the Indenture) has occurred and the scheduled termination of the Revolving Period has not occurred, the Indenture Trustee shall request from Standard & Poor's a confirmation that such Early Redemption Event will not cause a Ratings Effect. If the Indenture Trustee receives such confirmation and the Majority Holders of Series [o] Notes consent to the recommencement of the Revolving Period, the related Early Redemption Period shall terminate and the Revolving Period shall recommence.
Appears in 1 contract
Samples: Indenture Supplement (Daimlerchrysler Wholesale Receivables LLC)
Early Redemption Events. (a) In addition to the events identified as Early Redemption Events in Section 1201 of the Indenture, each of the following events will also be an “Early Redemption Event” with respect to the DiscoverSeries Notes:
(i) if for any Distribution Date, (x) the average of the Excess Spread Amounts for the three consecutive Distribution Dates ending on and including such Distribution Date is less than the Required Excess Spread Amount for such Distribution Dates, (y) for so long as the Series 2007-CC Collateral Certificate is the only Collateral Certificate owned by the Issuer, the three month rolling average Group Excess Spread is less than zero and (z) for so long as the Series 2007-CC Collateral Certificate is the only Collateral Certificate owned by the Issuer and any series issued by DCMT is outstanding that is not designated as an Interchange Series in accordance with the DCMT Pooling and Servicing Agreement and the series supplement for such series, the three month rolling average Interchange Subgroup Excess Spread is less than zero (as each such term is defined in the Series 2007-CC Supplement) (such event, an “Excess Spread Early Redemption Event”);
(ii) if any Amortization Event with respect to the Series [____] Notes:2007-CC Collateral Certificate has occurred;
(1iii) failure on if any Trust Portfolio Repurchase Event has occurred with respect to DCMT and Discover Funding LLC is required to repurchase Principal Receivables (as defined in the part of DCWR, the Servicer or DCS (if DCS is no longer the Servicer), as applicable,
(a) to make any payment or deposit required by the DCMT Pooling and Servicing Agreement or Agreement) as a result thereof;
(iv) if any Series Repurchase Event has occurred with respect to the Receivables Purchase Agreement, including but not limited to any Transfer Deposit Amount or Adjustment Payment, on or before the date occurring two Business Days after the date that payment or deposit Series 2007-CC Collateral Certificate and Discover Funding LLC is required to be maderepurchase the Series 2007-CC Collateral Certificate as a result thereof; or
(v) if the applicable Note Rating Agencies so require upon the addition of any Collateral Certificate (other than the Series 2007-CC Collateral Certificate) to the Note Issuance Trust, the occurrence of an Amortization Event, Trust Portfolio Repurchase Event, Series Repurchase Event or any comparable event, however designated, with respect to any Additional Collateral Certificate. Notwithstanding the foregoing, no event set forth in subclause (ii), (iii), (iv) or (v) shall be an Early Redemption Event if at the time of such event, the Note Issuance Trust owns one or more Additional Collateral Certificates and is able to reinvest all amounts received as a result of such event in such Additional Collateral Certificates (or, if such event occurs with respect to such Additional Collateral Certificates, the Note Issuance Trust is able to reinvest all such amounts in the Series 2007-CC Collateral Certificate or other Additional Collateral Certificates).
(b) In addition, the Terms Document for any Tranche of Notes may list additional events which are “Early Redemption Events” with respect to deliver a Distribution Date Statement on the date required under the Pooling and Servicing Agreement, or within the applicable grace period which will not exceed five business days; orsuch Tranche.
(c) to comply with its covenant in the Pooling and Servicing Agreement not to create If, for any lien on a Receivable; or
(d) to observe or perform in any material respect any other covenants or agreements set forth in the Pooling and Servicing Agreement or the Receivables Purchase Agreement, which failure continues unremedied for a period of 45 days after written notice of that failure in accordance with the Pooling and Servicing Agreement;
(2) any representation or warranty made by DCS, as seller, in the Receivables Purchase Agreement or by DCWR in the Pooling and Servicing Agreement or any information required to be given by DCWR to the Trustee to identify the Accounts proves to have been incorrect in any material respect when made and continues to be incorrect in any material respect for a period of 60 days after written notice and as a result the interests of the Certificateholders are materially and adversely affected. An Distribution Date within three months following an Excess Spread Early Redemption Event, however, shall not be deemed to occur if DCWR has repurchased (x) the related Receivables or all Excess Spread Amount multiplied by 12 as a percentage of the ReceivablesNominal Liquidation Amount for all DiscoverSeries Notes is not less than 4.50%, if applicable(y) for so long as the Series 2007-CC Collateral Certificate is the only Collateral Certificate owned by the Issuer, during that period in accordance with the provisions Group Excess Spread multiplied by 12 as a percentage of the Pooling and Servicing Agreement;
(3) the occurrence of any event specified in the Section 9.01(c)Aggregate Investor Interest is not less than 4.50%, (d) or (ez) of for so long as the Pooling Series 2007-CC Collateral Certificate is the only Collateral Certificate owned by the Issuer and Servicing Agreement relating to DCS or DaimlerChrysler;
(4) a failure by DCWR to convey Receivables in Additional Accounts to the CARCO Trust within five Business Days after the day on which it any DCMT series that is required to convey those Receivables under the Pooling and Servicing Agreement;
(5) on any Transfer Datenot an Interchange Series is outstanding, the [Primary] Overcollateralization Amount for the next Payment Date will be reduced to an amount less than the Required Primary Overcollateralization Amount on that Transfer Date after giving effect to the distributions to be made on the next Payment Date; provided that, for the purpose of determining whether an Early Redemption Event has occurred pursuant to this clause (5), any reduction of the Primary Overcollateralization Amount resulting from reallocations Interchange Subgroup Excess Spread multiplied by 12 as a percentage of the Series [ ] Available Principal Amounts to pay interest on the Investor Interests for all Interchange Series [ ] Notes in the event LIBOR is equal to or greater than the prime rate upon which interest on the Receivables is calculated on the applicable LIBOR Determination Date will be considered an Early Redemption Event only if LIBOR remains equal to or greater than such prime rate for the next 30 consecutive days following such LIBOR Determination Date ;
(6) any Service Default occurs;
(7) on any Determination Date, as of the last day of the preceding Collection Period, the aggregate amount of Principal Receivables relating to Used Vehicles exceeds 20% of the Pool Balance on that last day;
(8) on any Determination Date, the average of the Monthly Payment Rates for the three preceding Collection Periods is not less than 20%;
4.50% (9) the Outstanding Dollar Principal Amount of the Series [___] Notes is not repaid by the Series [___] Expected Principal Payment Date;
(10) the Issuer becomes an investment company within the meaning of the Investment Company Act of 1940; and
(11) the occurrence of an Event of Default with respect of the Series [ ] Notes. In the case of any event described in clause (1x), (2y) or (6z), an “Excess Spread Early Redemption Cure”), then unless another Early Redemption Event or Event of Default has occurred (other than an Excess Spread Early Redemption Event), the early redemption of the Notes shall cease (provided that any amounts allocated to any principal funding subaccount on such Distribution Date in connection with any Excess Spread Early Redemption Event occurring or in effect on the prior Distribution Date shall be paid to Noteholders notwithstanding such Excess Spread Early Redemption Cure), any amounts held with respect to the Required Daily Deposit as a result of such Excess Spread Early Redemption Event may be immediately released to the extent contemplated in the final paragraph of the definition thereof, the Targeted Principal Deposit for each Tranche shall no longer be determined pursuant to clause (c) aboveof the definition thereof, and principal shall not be paid on any Distribution Date that was not a scheduled Principal Payment Date for such Tranche as set forth in the applicable Terms Document; provided, however, that if,
(i) for any Distribution Date within the three months immediately after such Excess Spread Early Redemption Cure has occurred, the conditions establishing the original Excess Spread Early Redemption Event continue to exist (i.e., the Excess Spread Amount, Group Excess Spread and Interchange Subgroup Excess Spread on a three-month rolling average basis each continue to be less than zero), then unless any condition set forth in any of clauses (x), (y) or (z) above is satisfied for such Distribution Date (i.e., any of the Excess Spread Amount, Group Excess Spread or Interchange Subgroup Excess Spread on a one-month basis, as applicable, multiplied by 12 and as a percentage of the Nominal Liquidation Amount for all DiscoverSeries Notes or the Aggregate Investor Interest, as applicable, is not less than 4.50%), or
(ii) for any Distribution Date within the three months immediately after such Excess Spread Early Redemption Cure has occurred, each of the Excess Spread Amount, the Group Excess Spread and the Interchange Subgroup Excess Spread, as applicable, is less than zero the early redemption of the Notes shall resume and all allocations or calculations that are required to be based on the Nominal Liquidation Amount of any Tranche immediately prior to the occurrence of an Early Redemption Event will be made as though the original Excess Spread Early Redemption Event had occurred and such Excess Spread Early Redemption Cure had not occurred. An Excess Spread Early Redemption Cure shall not be permitted within twelve months of a prior Excess Spread Early Redemption Cure. Following an Excess Spread Early Redemption Cure, the Accumulation Amount for each Tranche of Notes shall be adjusted by the Calculation Agent to give effect to any payments made in connection with the early redemption of the Notes prior to such Excess Spread Early Redemption Cure. Notwithstanding the foregoing, an Excess Spread Early Redemption Cure shall only occur if the Calculation Agent certifies in good faith that the Excess Spread Early Redemption Event for a Tranche of Notes has occurred as a result of the introduction of or any change in or in the interpretation or application of any law or regulation, or the imposition of any guideline or request from any central bank or other Governmental Authority (including, without limitation, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government), accounting standards board or any comparable entity. The Issuer may change any of the percentages set forth in clauses (x), (y) or (z) (or the proviso in the first paragraph) of this clause (c) without the consent of any Noteholders at any time that any of the Excess Spread Amount, Group Excess Spread or Interchange Subgroup Excess Spread on a three-month rolling average basis, multiplied by 12 and as a percentage of the Nominal Liquidation Amount for all DiscoverSeries Notes or the Aggregate Investor Interest, as applicable, has been not less than the percentage set forth in clause (x), (y) or (z) (as adjusted in accordance with this Section 4.01(c)), as applicable, for six consecutive months, if the Issuer has satisfied the Rating Agency Condition with respect to any applicable Note Rating Agency for all Tranches of Outstanding Discover Series [ ] Notes; provided, however, that, unless otherwise provided in the Terms Document for such Tranche, no such percentage may be reduced below 0.50%. For the purposes of this Section 4.01(c), the Excess Spread Amount, the Group Excess Spread and the Interchange Subgroup Excess Spread will be deemed to have occurred only ifdetermined on a pro forma basis, after for which Finance Charge Amounts will be determined as though the applicable grace period described in Finance Charge Allocation Amount for each Tranche of Notes is the Nominal Liquidation Amount for such clause, if any, either the Indenture Trustee or Series [ ] Noteholders holding Series [ ] Notes evidencing more than 50% of the Outstanding Dollar Principal Amount of the Series [ ] Notes by written notice to the Seller, the Servicer, the Trustee and the Indenture Trustee, if given by Series [ ] Noteholders, declare that an Early Redemption Event has occurred Tranche as of the date of that notice. In the case of any Early Redemption Event described in the prospectus or any event described in clause (3), (4), (5), (7), (8), (9), (10) or (11) above, an Early Redemption Event with respect to Series [ ] will be deemed to have occurred without any notice or other action on the part first day of the Trustee or the Series [ ] Noteholders immediately upon the occurrence of that eventrelated Due Period.
Appears in 1 contract
Samples: Indenture Supplement (Discover Card Master Trust I)
Early Redemption Events. (a) In addition to the events identified as Early Redemption Events in Section 1201 of the Indenture, each of the following events will also be an “Early Redemption Event” with respect to the DiscoverSeries Notes:
(i) if for any Distribution Date, (x) the average of the Excess Spread Amounts for the three consecutive Distribution Dates ending on and including such Distribution Date is less than the Required Excess Spread Amount for such Distribution Dates, (y) for so long as the Series 2007-CC Collateral Certificate is the only Collateral Certificate owned by the Issuer, the three month rolling average Group Excess Spread is less than zero and (z) for so long as the Series 2007-CC Collateral Certificate is the only Collateral Certificate owned by the Issuer and any series issued by the DCMT is outstanding that is not designated as an Interchange Series in accordance with the DCMT Pooling and Servicing Agreement and the series supplement for such series, the three month rolling average Interchange Subgroup Excess Spread is less than zero (as each such term is defined in the Series 2007-CC Supplement) (such event, an “Excess Spread Early Redemption Event”);
(ii) if any Amortization Event with respect to the Series [____] Notes:2007-CC Collateral Certificate has occurred;
(1iii) failure on if any Trust Portfolio Repurchase Event has occurred with respect to the part of DCWR, DCMT and Discover Funding LLC is required to repurchase Principal Receivables (as defined in the Servicer or DCS (if DCS is no longer the Servicer), as applicable,
(a) to make any payment or deposit required by the DCMT Pooling and Servicing Agreement or Agreement) as a result thereof;
(iv) if any Series Repurchase Event has occurred with respect to the Receivables Purchase Agreement, including but not limited to any Transfer Deposit Amount or Adjustment Payment, on or before the date occurring two Business Days after the date that payment or deposit Series 2007-CC Collateral Certificate and Discover Funding LLC is required to be maderepurchase the Series 2007-CC Collateral Certificate as a result thereof; or
(v) if the applicable Note Rating Agencies so require upon the addition of any Collateral Certificate (other than the Series 2007-CC Collateral Certificate) to the Note Issuance Trust, the occurrence of an Amortization Event, Trust Portfolio Repurchase Event, Series Repurchase Event or any comparable event, however designated, with respect to any Additional Collateral Certificate. Notwithstanding the foregoing, no event set forth in subclause (ii), (iii), (iv) or (v) shall be an Early Redemption Event if at the time of such event, the Note Issuance Trust owns one or more Additional Collateral Certificates and is able to reinvest all amounts received as a result of such event in such Additional Collateral Certificates (or, if such event occurs with respect to such Additional Collateral Certificates, the Note Issuance Trust is able to reinvest all such amounts in the Series 2007-CC Collateral Certificate or other Additional Collateral Certificates).
(b) In addition, the Terms Document for any Tranche of Notes may list additional events which are “Early Redemption Events” with respect to deliver a Distribution Date Statement on the date required under the Pooling and Servicing Agreement, or within the applicable grace period which will not exceed five business days; orsuch Tranche.
(c) to comply with its covenant in the Pooling and Servicing Agreement not to create If, for any lien on a Receivable; or
(d) to observe or perform in any material respect any other covenants or agreements set forth in the Pooling and Servicing Agreement or the Receivables Purchase Agreement, which failure continues unremedied for a period of 45 days after written notice of that failure in accordance with the Pooling and Servicing Agreement;
(2) any representation or warranty made by DCS, as seller, in the Receivables Purchase Agreement or by DCWR in the Pooling and Servicing Agreement or any information required to be given by DCWR to the Trustee to identify the Accounts proves to have been incorrect in any material respect when made and continues to be incorrect in any material respect for a period of 60 days after written notice and as a result the interests of the Certificateholders are materially and adversely affected. An Distribution Date within three months following an Excess Spread Early Redemption Event, however, shall not be deemed to occur if DCWR has repurchased (x) the related Receivables or all Excess Spread Amount multiplied by 12 as a percentage of the ReceivablesNominal Liquidation Amount for all DiscoverSeries Notes is not less than 4.50%, if applicable(y) for so long as the Series 2007-CC Collateral Certificate is the only Collateral Certificate owned by the Issuer, during that period in accordance with the provisions Group Excess Spread multiplied by 12 as a percentage of the Pooling and Servicing Agreement;
(3) the occurrence of any event specified in the Section 9.01(c)Aggregate Investor Interest is not less than 4.50%, (d) or (ez) of for so long as the Pooling Series 2007-CC Collateral Certificate is the only Collateral Certificate owned by the Issuer and Servicing Agreement relating to DCS or DaimlerChrysler;
(4) a failure by DCWR to convey Receivables in Additional Accounts to the CARCO Trust within five Business Days after the day on which it any DCMT series that is required to convey those Receivables under the Pooling and Servicing Agreement;
(5) on any Transfer Datenot an Interchange Series is outstanding, the [Primary] Overcollateralization Amount for the next Payment Date will be reduced to an amount less than the Required Primary Overcollateralization Amount on that Transfer Date after giving effect to the distributions to be made on the next Payment Date; provided that, for the purpose of determining whether an Early Redemption Event has occurred pursuant to this clause (5), any reduction of the Primary Overcollateralization Amount resulting from reallocations Interchange Subgroup Excess Spread multiplied by 12 as a percentage of the Series [ ] Available Principal Amounts to pay interest on the Investor Interests for all Interchange Series [ ] Notes in the event LIBOR is equal to or greater than the prime rate upon which interest on the Receivables is calculated on the applicable LIBOR Determination Date will be considered an Early Redemption Event only if LIBOR remains equal to or greater than such prime rate for the next 30 consecutive days following such LIBOR Determination Date ;
(6) any Service Default occurs;
(7) on any Determination Date, as of the last day of the preceding Collection Period, the aggregate amount of Principal Receivables relating to Used Vehicles exceeds 20% of the Pool Balance on that last day;
(8) on any Determination Date, the average of the Monthly Payment Rates for the three preceding Collection Periods is not less than 20%;
4.50% (9) the Outstanding Dollar Principal Amount of the Series [___] Notes is not repaid by the Series [___] Expected Principal Payment Date;
(10) the Issuer becomes an investment company within the meaning of the Investment Company Act of 1940; and
(11) the occurrence of an Event of Default with respect of the Series [ ] Notes. In the case of any event described in clause (1x), (2y) or (6z), an “Excess Spread Early Redemption Cure”), then unless another Early Redemption Event or Event of Default has occurred (other than an Excess Spread Early Redemption Event), the early redemption of the Notes shall cease (provided that any amounts allocated to any principal funding subaccount on such Distribution Date in connection with any Excess Spread Early Redemption Event occurring or in effect on the prior Distribution Date shall be paid to Noteholders notwithstanding such Excess Spread Early Redemption Cure), any amounts held with respect to the Required Daily Deposit as a result of such Excess Spread Early Redemption Event may be immediately released to the extent contemplated in the final paragraph of the definition thereof, the Targeted Principal Deposit for each Tranche shall no longer be determined pursuant to clause (c) aboveof the definition thereof, and principal shall not be paid on any Distribution Date that was not a scheduled Principal Payment Date for such Tranche as set forth in the applicable Terms Document; provided, however, that if,
(i) for any Distribution Date within the three months immediately after such Excess Spread Early Redemption Cure has occurred, the conditions establishing the original Excess Spread Early Redemption Event continue to exist (i.e., the Excess Spread Amount, Group Excess Spread and Interchange Subgroup Excess Spread on a three-month rolling average basis each continue to be less than zero), then unless any condition set forth in any of clauses (x), (y) or (z) above is satisfied for such Distribution Date (i.e., any of the Excess Spread Amount, Group Excess Spread or Interchange Subgroup Excess Spread on a one-month basis, as applicable, multiplied by 12 and as a percentage of the Nominal Liquidation Amount for all DiscoverSeries Notes or the Aggregate Investor Interest, as applicable, is not less than 4.50%), or
(ii) for any Distribution Date within the three months immediately after such Excess Spread Early Redemption Cure has occurred, each of the Excess Spread Amount, the Group Excess Spread and the Interchange Subgroup Excess Spread, as applicable, is less than zero the early redemption of the Notes shall resume and all allocations or calculations that are required to be based on the Nominal Liquidation Amount of any Tranche immediately prior to the occurrence of an Early Redemption Event will be made as though the original Excess Spread Early Redemption Event had occurred and such Excess Spread Early Redemption Cure had not occurred. An Excess Spread Early Redemption Cure shall not be permitted within twelve months of a prior Excess Spread Early Redemption Cure. Following an Excess Spread Early Redemption Cure, the Accumulation Amount for each Tranche of Notes shall be adjusted by the Calculation Agent to give effect to any payments made in connection with the early redemption of the Notes prior to such Excess Spread Early Redemption Cure. Notwithstanding the foregoing, an Excess Spread Early Redemption Cure shall only occur if the Calculation Agent certifies in good faith that the Excess Spread Early Redemption Event for a Tranche of Notes has occurred as a result of the introduction of or any change in or in the interpretation or application of any law or regulation, or the imposition of any guideline or request from any central bank or other Governmental Authority (including, without limitation, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government), accounting standards board or any comparable entity. The Issuer may change any of the percentages set forth in clauses (x), (y) or (z) (or the proviso in the first paragraph) of this clause (c) without the consent of any Noteholders at any time that any of the Excess Spread Amount, Group Excess Spread or Interchange Subgroup Excess Spread on a three-month rolling average basis, multiplied by 12 and as a percentage of the Nominal Liquidation Amount for all DiscoverSeries Notes or the Aggregate Investor Interest, as applicable, has been not less than the percentage set forth in clause (x), (y) or (z) (as adjusted in accordance with this Section 4.01(c)), as applicable, for six consecutive months, if the Issuer has satisfied the Rating Agency Condition with respect to any applicable Note Rating Agency for all Tranches of Outstanding Discover Series [ ] Notes; provided, however, that, unless otherwise provided in the Terms Document for such Tranche, no such percentage may be reduced below 0.50%. For the purposes of this Section 4.01(c), the Excess Spread Amount, the Group Excess Spread and the Interchange Subgroup Excess Spread will be deemed to have occurred only ifdetermined on a pro forma basis, after for which Finance Charge Amounts will be determined as though the applicable grace period described in Finance Charge Allocation Amount for each Tranche of Notes is the Nominal Liquidation Amount for such clause, if any, either the Indenture Trustee or Series [ ] Noteholders holding Series [ ] Notes evidencing more than 50% of the Outstanding Dollar Principal Amount of the Series [ ] Notes by written notice to the Seller, the Servicer, the Trustee and the Indenture Trustee, if given by Series [ ] Noteholders, declare that an Early Redemption Event has occurred Tranche as of the date of that notice. In the case of any Early Redemption Event described in the prospectus or any event described in clause (3), (4), (5), (7), (8), (9), (10) or (11) above, an Early Redemption Event with respect to Series [ ] will be deemed to have occurred without any notice or other action on the part first day of the Trustee or the Series [ ] Noteholders immediately upon the occurrence of that eventrelated Due Period.
Appears in 1 contract
Samples: Indenture Supplement (Discover Card Master Trust I)
Early Redemption Events. In addition to the events identified as Early Redemption Events in Section 1201 of the Indenture, each of the following events will also be an Early Redemption Event with respect to the Series [____] 2004-A Notes:
(1) failure on the part occurrence of DCWR, the Servicer or DCS (if DCS is no longer the Servicer), as applicable,
(aEarly Amortization Event specified in Section 9.01(f) to make any payment or deposit required by the Pooling and Servicing Agreement or the Receivables Purchase Agreement, including but not limited to any Transfer Deposit Amount or Adjustment Payment, on or before the date occurring two Business Days after the date that payment or deposit is required to be made; or
(b) to deliver a Distribution Date Statement on the date required under the Pooling and Servicing Agreement, or within the applicable grace period which will not exceed five business days; or
(c) to comply with its covenant in the Pooling and Servicing Agreement not to create any lien on a Receivable; or
(d) to observe or perform in any material respect any other covenants or agreements set forth in the Pooling and Servicing Agreement or the Receivables Purchase Agreement, which failure continues unremedied for a period of 45 days after written notice of that failure in accordance with the Pooling and Servicing Agreement;
(2) any representation or warranty made by DCS, as seller, in the Receivables Purchase Agreement or by DCWR in the Pooling and Servicing Agreement or any information required to be given by DCWR to the Trustee to identify the Accounts proves to have been incorrect in any material respect when made and continues to be incorrect in any material respect for a period of 60 days after written notice and as a result the interests occurrence of the Certificateholders are materially and adversely affected. An Early Redemption Event, however, shall not be deemed to occur if DCWR has repurchased the related Receivables or all of the Receivables, if applicable, during that period Amortization Event specified in accordance with the provisions Section 9.01(g) of the Pooling and Servicing Agreement;
(3) the occurrence of any event Early Amortization Event specified in the Section 9.01(c9.01(b), (c), (d) or (e) of the Pooling and Servicing Agreement relating to DCS or DaimlerChryslerAgreement;
(4) a failure by DCWR to convey Receivables the occurrence of the Early Amortization Event specified in Additional Accounts to the CARCO Trust within five Business Days after the day on which it is required to convey those Receivables under Section 9.01(a) of the Pooling and Servicing Agreement;
(5) on any Transfer Payment Date, the [Primary] Primary Overcollateralization Amount for the next such Payment Date will be is reduced to an amount less than the Required Primary Overcollateralization Amount on that Transfer Payment Date after giving effect to the distributions to be made on the next such Payment Date; provided that, for the purpose of determining whether an Early Redemption Event has occurred pursuant to this clause (5), any reduction of the Primary Overcollateralization Amount resulting from reallocations of the Series [ ] 2004-A Available Principal Amounts to pay interest on the Series [ ] 2004-A Notes in the event LIBOR is equal to or greater than the prime rate upon which interest on the Receivables is calculated on the applicable LIBOR Determination Date will be considered an Early Redemption Event only if LIBOR remains equal to or greater than such prime rate for the next 30 consecutive days following such LIBOR Determination Date ;
(6) any Service Default occurs;
(7) on any Determination Date, as of the last day of the preceding Collection Period, the aggregate amount of Principal Receivables relating to Used Vehicles exceeds 20% of the Pool Balance on that last day;
(8) on any Determination Date, the average of the Monthly Payment Rates for the three preceding Collection Periods is less than 20%;
(9) the Outstanding Dollar Principal Amount of the Series [___] 2004-A Notes is not repaid by the Series [___] 2004-A Expected Principal Payment Date;
(10) the Issuer becomes an investment company within the meaning of the Investment Company Act of 1940; and;
(11) the occurrence of an Event of Default with respect of the Series [ ] 2004-A Notes;
(12) the CARCO Trust shall file a petition commencing a voluntary case under any chapter of the Federal bankruptcy laws; or the CARCO Trust shall file a petition or answer or consent seeking reorganization, arrangement, adjustment, or composition under any other similar applicable Federal law, or shall consent to the filing of any such petition, answer, or consent; or the CARCO Trust shall appoint, or consent to the appointment of, a custodian, receiver, liquidator, trustee, assignee, sequestrator or other similar official in bankruptcy or insolvency of it or of any substantial part of its property; or the CARCO Trust shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due; and
(13) any order for relief against the CARCO Trust shall have been entered by a court having jurisdiction in the premises under any chapter of the Federal bankruptcy laws, and such order shall have continued undischarged or unstayed for a period of 60 days; or a decree or order by a court having jurisdiction in the premises shall have been entered approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of the CARCO Trust under any other similar applicable Federal law, and such decree or order shall have continued undischarged or unstayed for a period of 120 days; or a decree or order of a court having jurisdiction in the premises for the appointment of a custodian, receiver, liquidator, trustee, assignee, sequestrator, or other similar official in bankruptcy or insolvency of the CARCO Trust or of any substantial part of its property, or for the winding up or liquidation of its affairs, shall have been entered, and such decree or order shall have remained in force undischarged or unstayed for a period of 120 days. In Notwithstanding the foregoing in this Section 4.01, in the case of any event described in clause (1), (2) or (6) above, an Early Redemption Event with respect to Series [ ] 2004-A will be deemed to have occurred only if, after the applicable grace period described in such clause, if any, either the Indenture Trustee or Series [ ] 2004-A Noteholders holding Series [ ] 2004-A Notes evidencing more than 50% of the Outstanding Dollar Principal Amount of the Series [ ] 2004-A Notes by written notice to the Seller, the Servicer, the CARCO Trust Trustee and the Indenture Trustee, if given by Series [ ] 2004-A Noteholders, declare that an Early Redemption Event with respect to the Series 2004-A Notes has occurred as of the date of that notice. In the case of any Early Redemption Event described in Section 9.01(h) of the prospectus Pooling and Servicing Agreement or any event described in clause (3), (4), (5), (7), (8), (9), (10), (11), (12) or (1113) above, an Early Redemption Event with respect to the Series [ ] will 2004-A Notes shall be deemed to have occurred without any notice or other action on the part of the Indenture Trustee or the Series [ ] 2004-A Noteholders immediately upon the occurrence of such event. Notwithstanding the foregoing in this Section 4.01, if (x) an Early Redemption Period results from the failure by DCWR to convey Receivables in Additional Accounts to the CARCO Trust, as described in clause (4) above during the Revolving Period, (y) no other Early Redemption Event that eventhas not been cured or waived in accordance with the Indenture has occurred and (z) each Note Rating Agency has confirmed that recommencing the Revolving Period will not cause a Ratings Effect, then the Early Redemption Period resulting from such failure will terminate and the Revolving Period will recommence as of the end of the first Collection Period during which the Seller would no longer be required to convey Receivables in Additional Accounts to the CARCO Trust; provided that the Revolving Period will not recommence if the scheduled termination date of the Revolving Period has occurred. Notwithstanding the foregoing in this Section 4.01, if an Early Redemption Event (other than an Early Redemption Event specified in clause (3), (12) or (13) above and the Early Redemption Event specified in Section 1201(c) of the Indenture) has occurred and the scheduled termination of the Revolving Period has not occurred, the Indenture Trustee shall request from Standard & Poor's a confirmation that such Early Redemption Event will not cause a Ratings Effect. If the Indenture Trustee receives such confirmation and the Majority Holders of Series 2004-A Notes consent to the recommencement of the Revolving Period, the related Early Redemption Period shall terminate and the Revolving Period shall recommence.
Appears in 1 contract
Samples: Indenture Supplement (Daimlerchrysler Master Owner Trust)
Early Redemption Events. In addition to the events identified as Early Redemption Events in Section 1201 of the Indenture, each of the following events will also be an Early Redemption Event with respect to the Series [____] 2002-A Notes:
(1) failure on the part of DCWR, the Servicer or DCS (if DCS is no longer the Servicer), as applicable,
(a) to make any payment or deposit required by the Pooling and Servicing Agreement or the Receivables Purchase Agreement, including but not limited to any Transfer Deposit Amount or Adjustment Payment, on or before the date occurring two Business Days after the date that payment or deposit is required to be made; or
(b) to deliver a Distribution Date Statement on the date required under the Pooling and Servicing Agreement, or within the applicable grace period which will not exceed five business days; or
(c) to comply with its covenant in the Pooling and Servicing Agreement not to create any lien on a Receivable; or
(d) to observe or perform in any material respect any other covenants or agreements set forth in the Pooling and Servicing Agreement or the Receivables Purchase Agreement, which failure continues unremedied for a period of 45 days after written notice of that failure in accordance with the Pooling and Servicing Agreement;
(2) any representation or warranty made by DCS, as seller, in the Receivables Purchase Agreement or by DCWR in the Pooling and Servicing Agreement or any information required to be given by DCWR to the Trustee to identify the Accounts proves to have been incorrect in any material respect when made and continues to be incorrect in any material respect for a period of 60 days after written notice and as a result the interests occurrence of the Certificateholders are materially and adversely affected. An Early Redemption Event, however, shall not be deemed to occur if DCWR has repurchased the related Receivables or all of the Receivables, if applicable, during that period Amortization Event specified in accordance with the provisions Section 901(f) of the Pooling and Servicing Agreement;; [note: this is not a change; this replaces the descriptive language taken from the Prospectus Supplement with a reference to the provision of the PSA that was being described]
(2) the occurrence of the Early Amortization Event specified in Section 9.01(g) of the Pooling and Servicing Agreement; [note: no change, same reason]
(3) the occurrence of any event Early Amortization Event specified in the Section 9.01(c9.01(b), (c), (d) or (e) of the Pooling and Servicing Agreement relating to DCS or DaimlerChryslerAgreement;
(4) a failure by DCWR to convey Receivables the occurrence of the Early Amortization Event specified in Additional Accounts to the CARCO Trust within five Business Days after the day on which it is required to convey those Receivables under Section 9.01(a) of the Pooling and Servicing Agreement;; [note: no change, same reason]
(5) on any Transfer Payment Date, the [Primary] Primary Overcollateralization Amount for the next such Payment Date will be is reduced to an amount less than the Required Primary Overcollateralization Amount on that Transfer Payment Date after giving effect to the distributions to be made on the next such Payment Date; provided that, for the purpose of determining whether an Early Redemption Event has occurred pursuant to this clause (5), any reduction of the Primary Overcollateralization Amount resulting from reallocations of the Series [ ] 2002-A Available Principal Amounts to pay interest on the Series [ ] 2002-A Notes in the event LIBOR is equal to or greater than the prime rate upon which interest on the Receivables is calculated on the applicable LIBOR Determination Date will be considered an Early Redemption Event only if LIBOR remains equal to or greater than such prime rate for the next 30 consecutive days following such LIBOR Determination Date Date;
(6) any Service Default occurs;
(7) on any Determination Date, as of the last day of the preceding Collection Period, the aggregate amount of Principal Receivables relating to Used Vehicles exceeds 20% of the Pool Balance on that last day;
(8) on any Determination Date, the average of the Monthly Payment Rates for the three preceding Collection Periods is less than 20%;
(9) the Outstanding Dollar Principal Amount of the Series [___] 2002-A Notes is not repaid by the Series [___] 2002-A Expected Principal Payment Date;
(10) the Issuer becomes an investment company within the meaning of the Investment Company Act of 1940; and
(11) the occurrence of an Event of Default with respect of the Series [ ] 2002-A Notes. In Notwithstanding the foregoing in this Section 4.01, in the case of any event described in clause (1), (2) or (6) above, an Early Redemption Event with respect to Series [ ] 2002-A will be deemed to have occurred only if, after the applicable grace period described in such clause, if any, either the Indenture Trustee or Series [ ] 2002-A Noteholders holding Series [ ] 2002-A Notes evidencing more than 50% of the Outstanding Dollar Principal Amount of the Series [ ] 2002-A Notes by written notice to the Seller, the Servicer, the Trustee and the Indenture Trustee, if given by Series [ ] 2002-A Noteholders, declare that an Early Redemption Event has occurred as of the date of that notice. In the case of any Early Redemption Event described in Section 9.01(h) of the prospectus Pooling and Servicing Agreement or any event described in clause (3), (4), (5), (7), (8), (9), (10) or (11) above, an Early Redemption Event with respect to Series [ ] 2002-A will be deemed to have occurred without any notice or other action on the part of the Trustee or the Series [ ] 2002-A Noteholders immediately upon the occurrence of that event. Notwithstanding the foregoing in this Section 4.01, if (x) an Early Redemption Period results from the failure by DCWR to convey Receivables in Additional Accounts to the CARCO Trust, as described in clause (4) above during the Revolving Period, (y) no other Early Redemption Event that has not been cured or waived in accordance with the Indenture has occurred and (z) each Notes Rating Agency has confirmed that recommencing the Revolving Period will not cause a Ratings Effect, then the Early Redemption Period resulting from such failure will terminate and the Revolving Period will recommence as of the end of the first Collection Period during which the Seller would no longer be required to convey Receivables in Additional Accounts to the CARCO Trust; provided that, the Revolving Period will not recommence if the scheduled termination date of the Revolving Period has occurred. Notwithstanding the foregoing in this Section 4.01, if an Early Redemption Event (other than the Early Redemption Event specified in clause (3) above and any of the Early Redemption Events specified in Section 1201(c) of the Indenture) has occurred and the scheduled termination of the Revolving Period has not occurred, the Indenture Trustee shall request from Standard & Poor's a confirmation that such Early Redemption Event will not cause a Ratings Effect. If the Indenture Trustee receives such confirmation and the Majority Holders of Series 2002-A Notes consent to the recommencement of the Revolving Period, the related Early Redemption Period shall terminate and the Revolving Period shall recommence.
Appears in 1 contract
Samples: Indenture Supplement (Daimlerchrysler Master Owner Trust)
Early Redemption Events. In addition to the events identified as Early Redemption Events in Section 1201 of the Indenture, each of the following events will also be an Early Redemption Event with respect to the Series [____] 2002-B Notes:
(1) failure on the part occurrence of DCWR, the Servicer or DCS (if DCS is no longer the Servicer), as applicable,
(aEarly Amortization Event specified in Section 901(f) to make any payment or deposit required by the Pooling and Servicing Agreement or the Receivables Purchase Agreement, including but not limited to any Transfer Deposit Amount or Adjustment Payment, on or before the date occurring two Business Days after the date that payment or deposit is required to be made; or
(b) to deliver a Distribution Date Statement on the date required under the Pooling and Servicing Agreement, or within the applicable grace period which will not exceed five business days; or
(c) to comply with its covenant in the Pooling and Servicing Agreement not to create any lien on a Receivable; or
(d) to observe or perform in any material respect any other covenants or agreements set forth in the Pooling and Servicing Agreement or the Receivables Purchase Agreement, which failure continues unremedied for a period of 45 days after written notice of that failure in accordance with the Pooling and Servicing Agreement;
(2) any representation or warranty made by DCS, as seller, in the Receivables Purchase Agreement or by DCWR in the Pooling and Servicing Agreement or any information required to be given by DCWR to the Trustee to identify the Accounts proves to have been incorrect in any material respect when made and continues to be incorrect in any material respect for a period of 60 days after written notice and as a result the interests occurrence of the Certificateholders are materially and adversely affected. An Early Redemption Event, however, shall not be deemed to occur if DCWR has repurchased the related Receivables or all of the Receivables, if applicable, during that period Amortization Event specified in accordance with the provisions Section 9.01(g) of the Pooling and Servicing Agreement;
(3) the occurrence of any event Early Amortization Event specified in the Section 9.01(c9.01(b), (c), (d) or (e) of the Pooling and Servicing Agreement relating to DCS or DaimlerChryslerAgreement;
(4) a failure by DCWR to convey Receivables the occurrence of the Early Amortization Event specified in Additional Accounts to the CARCO Trust within five Business Days after the day on which it is required to convey those Receivables under Section 9.01(a) of the Pooling and Servicing Agreement;
(5) on any Transfer Payment Date, the [Primary] Primary Overcollateralization Amount for the next such Payment Date will be is reduced to an amount less than the Required Primary Overcollateralization Amount on that Transfer Payment Date after giving effect to the distributions to be made on the next such Payment Date; provided that, for the purpose of determining whether an Early Redemption Event has occurred pursuant to this clause (5), any reduction of the Primary Overcollateralization Amount resulting from reallocations of the Series [ ] 2002-B Available Principal Amounts to pay interest on the Series [ ] 2002-B Notes in the event LIBOR is equal to or greater than the prime rate upon which interest on the Receivables is calculated on the applicable LIBOR Determination Date will be considered an Early Redemption Event only if LIBOR remains equal to or greater than such prime rate for the next 30 consecutive days following such LIBOR Determination Date ;
(6) any Service Default occurs;
(7) on any Determination Date, as of the last day of the preceding Collection Period, the aggregate amount of Principal Receivables relating to Used Vehicles exceeds 20% of the Pool Balance on that last day;
(8) on any Determination Date, the average of the Monthly Payment Rates for the three preceding Collection Periods is less than 20%;
(9) the Outstanding Dollar Principal Amount of the Series [___] 2002-B Notes is not repaid by the Series [___] 2002-B Expected Principal Payment Date;
(10) the Issuer becomes an investment company within the meaning of the Investment Company Act of 1940; and
(11) the occurrence of an Event of Default with respect of the Series [ ] 2002-B Notes. In Notwithstanding the foregoing in this Section 4.01, in the case of any event described in clause (1), (2) or (6) above, an Early Redemption Event with respect to Series [ ] 2002-B will be deemed to have occurred only if, after the applicable grace period described in such clause, if any, either the Indenture Trustee or Series [ ] 2002-B Noteholders holding Series [ ] 2002-B Notes evidencing more than 50% of the Outstanding Dollar Principal Amount of the Series [ ] 2002-B Notes by written notice to the Seller, the Servicer, the CARCO Trust Trustee and the Indenture Trustee, if given by Series [ ] 2002-B Noteholders, declare that an Early Redemption Event with respect to the Series 2002-B Notes has occurred as of the date of that notice. In the case of any Early Redemption Event described in Section 9.01(h) of the prospectus Pooling and Servicing Agreement or any event described in clause (3), (4), (5), (7), (8), (9), (10) or (11) above, an Early Redemption Event with respect to the Series [ ] will 2002-B Notes shall be deemed to have occurred without any notice or other action on the part of the Indenture Trustee or the Series [ ] 2002-B Noteholders immediately upon the occurrence of such event. Notwithstanding the foregoing in this Section 4.01, if (x) an Early Redemption Period results from the failure by DCWR to convey Receivables in Additional Accounts to the CARCO Trust, as described in clause (4) above during the Revolving Period, (y) no other Early Redemption Event that eventhas not been cured or waived in accordance with the Indenture has occurred and (z) each Note Rating Agency has confirmed that recommencing the Revolving Period will not cause a Ratings Effect, then the Early Redemption Period resulting from such failure will terminate and the Revolving Period will recommence as of the end of the first Collection Period during which the Seller would no longer be required to convey Receivables in Additional Accounts to the CARCO Trust; provided that the Revolving Period will not recommence if the scheduled termination date of the Revolving Period has occurred. Notwithstanding the foregoing in this Section 4.01, if an Early Redemption Event (other than the Early Redemption Event specified in clause (3) above and any of the Early Redemption Events specified in Section 1201(c) of the Indenture) has occurred and the scheduled termination of the Revolving Period has not occurred, the Indenture Trustee shall request from Standard & Poor's a confirmation that such Early Redemption Event will not cause a Ratings Effect. If the Indenture Trustee receives such confirmation and the Majority Holders of Series 2002-B Notes consent to the recommencement of the Revolving Period, the related Early Redemption Period shall terminate and the Revolving Period shall recommence.
Appears in 1 contract
Samples: Series 2002 B Indenture Supplement (Daimlerchrysler Master Owner Trust)
