Effective Date Actions. (a) The Issuer (or the Collateral Manager on behalf of the Issuer) shall cause to be delivered to the Trustee and each Rating Agency on the Effective Date an amended Schedule of Closing Date Collateral Debt Securities listing all Collateral Debt Securities Granted to the Trustee pursuant to Section 7.17 on or before the Effective Date, which schedule shall supersede any prior Schedule of Closing Date Collateral Debt Securities delivered to the Trustee. (b) Within ten (10) Business Days after the Effective Date, the Issuer (or the Collateral Manager on behalf of the Issuer) shall request each Rating Agency rating a Class of Notes to confirm within twenty (20) Business Days after the Effective Date, and to so notify in writing the Trustee and any Hedge Counterparty, that it has not reduced or withdrawn the ratings assigned by it on the Closing Date to such Class of Notes. If any rating assigned as of the Closing Date to any Class of Notes has not been so confirmed, or is reduced or withdrawn, within twenty (20) Business Days after the Effective Date by any such Rating Agency (a “Rating Confirmation Failure”), on the first Payment Date thereafter, (i) amounts on deposit in the Unused Proceeds Account (to the extent not disbursed in connection with an Unused Proceeds Pro Rata Amortization), (ii) as provided in Section 11.1(a)(i), all Interest Proceeds remaining after payment of amounts referred to in clauses (1) through (29) of Section 11.1(a)(i) and (iii) as provided in Section 11.1(a)(ii), all Principal Proceeds remaining after payment of the amounts referred to in clauses (1) through (10) of Section 11.1(a)(ii), in each case shall be disbursed in the manner described in such provisions. (c) The Collateral Manager on behalf of the Issuer shall cause to be delivered to the Trustee, each Hedge Counterparty and each Rating Agency, within six Business Days after the Effective Date, an Accountants’ Report, dated as of the Effective Date, confirming whether the Collateral Quality Tests and the Coverage Tests have been satisfied and the Collateral Debt Securities have an aggregate par amount equal to at least the Minimum Ramp-Up Amount and certifying the procedures applied and such accountants’ associated findings with respect to the Eligibility Criteria and specifying the procedures undertaken by them to review data and computations relating to such information. The Collateral Manager may on any date, prior to the 270th day following the Closing Date or the purchase of Collateral Debt Securities having an aggregate par amount equal to the Minimum Ramp-Up Amount, upon written notice to the Trustee, the Issuer and the Co-Issuer and each Rating Agency (with a copy to each Hedge Counterparty), declare that the Effective Date shall occur on the date specified in such notice; provided that each of the Collateral Quality Tests and the Coverage Tests will be satisfied as of such Effective Date and the Rating Agency Condition has been satisfied. The Issuer (or the Collateral Manager on behalf of the Issuer) shall cause to be delivered to S&P on the Effective Date a Microsoft Excel file that provides all of the inputs required to determine whether the S&P CDO Monitor Test has been satisfied.
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Effective Date Actions. (a) The Issuer (or the Collateral Manager Advisor on behalf of the Issuer) shall cause to be delivered to the Trustee and each Rating Agency on the Effective Date an amended Schedule schedule of Closing Date Collateral Debt Securities listing all Collateral Debt Securities Granted to the Trustee pursuant to Section 7.17 2.01 on or before the Effective Date, which schedule shall supersede any prior Schedule schedule of Closing Date Collateral Debt Securities delivered to the Trustee. In addition, on the Effective Date and on each Calculation Date thereafter, the Trustee shall be required to provide to S&P the Electronic Default Model Input File; provided that the Trustee shall not disclose any S&P confidential private credit assessments used in preparing the Electronic Default Model Input File to any third party.
(b) Within ten In the case of an Effective Date specified in clause (10i) Business Days after or (ii) of the definition of “Effective Date, ,” the Issuer (or the Collateral Manager Advisor on behalf of the Issuer) shall request each Rating Agency rating a Class of Notes to confirm in writing, within twenty thirty (2030) Business Days after the such Effective Date, and to so notify in writing the Trustee and any Hedge Counterpartyor such later date as such Rating Agency may determine, that it has not reduced or withdrawn the rating it assigned to such Class of Notes on the Closing Date. In the event of a Ratings Confirmation Failure, on the next and succeeding Payment Dates, the Issuer is required to pay principal, to the extent of Available Funds in the Collection Account and subject to the Priority of Payments, on the Class A-1 Notes, the Class A-2 Notes, the Class B-1 Notes, the Class B-2 Notes, the Class C-1 Notes, the Class C-2 Notes and the Class D Notes, in that order, in the amounts necessary for each Rating Agency to confirm its respective ratings of the Notes assigned by it on the Closing Date to such Class of Notes. If any rating assigned as of the Closing Date to any or until each Class of Notes has not been so confirmed, or is reduced or withdrawn, within twenty (20) Business Days after paid in full. Such request by the Effective Date by any such Rating Agency (a “Rating Confirmation Failure”), on the first Payment Date thereafter, (i) amounts on deposit in the Unused Proceeds Account (Issuer to the extent not disbursed in connection with Rating Agencies shall be accompanied by an Unused Proceeds Pro Rata Amortization), (ii) accountant’s certificate as provided in Section 11.1(a)(i3.03(c), all Interest Proceeds remaining after payment of amounts referred to in clauses (1) through (29) of Section 11.1(a)(i) and (iii) as provided in Section 11.1(a)(ii), all Principal Proceeds remaining after payment of the amounts referred to in clauses (1) through (10) of Section 11.1(a)(ii), in each case shall be disbursed in the manner described in such provisions.
(c) The Collateral Manager on behalf of the Issuer shall cause to be delivered to the Trustee, each Hedge Counterparty and each Rating Agency, within six Within fifteen (15) Business Days after the Effective Date, (i) the Issuer, or the Collateral Advisor on the Issuer’s behalf, shall be required to obtain and deliver to the Trustee an Accountantsaccountants’ Report, dated certificate from the Independent Accountants (A) confirming the information with respect to each Collateral Debt Security set forth on the amended schedule of Collateral Debt Securities delivered pursuant to Section 3.03(a) as of the Effective Dateend of the Ramp-Up Period, confirming whether and the information provided by the Issuer with respect to every other asset included in the Collateral, by reference to such sources as will be specified therein, (B) certifying as of the end of the Ramp-Up Period the procedures applied and the associated findings with respect to (1) the Coverage Tests and (2) the Collateral Quality Tests and the Coverage Tests have been satisfied and the Collateral Debt Securities have an aggregate par amount equal to at least the Minimum Ramp-Up Amount and certifying the procedures applied and such accountants’ associated findings with respect to the Eligibility Criteria and (C) specifying the procedures undertaken by them to review data and computations relating to such information. The Collateral Manager may on any datethe foregoing statement, prior (ii) the Trustee shall be required to run the 270th day following the Closing Date or the purchase of Collateral Debt Securities having an aggregate par amount equal to the Minimum Ramp-Up Amount, upon written notice to the Trustee, the Issuer S&P CDO Monitor and the Co-Issuer and each Rating Agency (with a copy to each Hedge Counterparty), declare that the Effective Date shall occur on the date specified in such notice; provided that each of the Collateral Quality Tests and the Coverage Tests will be satisfied as of such Effective Date and the Rating Agency Condition has been satisfied. The Issuer (or the Collateral Manager on behalf of the Issuer) shall cause to be delivered report to S&P on the Effective Date a Microsoft Excel file that provides all of the inputs required to determine whether or not the S&P CDO Monitor Test has been satisfiedsatisfied and (iii) the Trustee will be required to report the S&P scenario default and break-even default rate for each Class of Notes.
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Effective Date Actions. (a) The Issuer (or the Collateral Manager on behalf of the Issuer) shall cause to be delivered to the Trustee and each Rating Agency on the Effective Date an amended Schedule of Closing Date Collateral Debt Securities Interests listing all Collateral Debt Securities Interests Granted to the Trustee pursuant to Section 7.17 on or before the Effective Date, which schedule shall supersede any prior Schedule of Closing Date Collateral Debt Securities Interests delivered to the Trustee.
(b) Within ten (10) Business Days after the Effective Date, the The Issuer (or the Collateral Manager on behalf of the Issuer) shall must request each Rating Agency rating a Class of Notes to confirm within twenty (20) 30 Business Days after the Effective Date (or, in the case of each Rating Agency, any such later date (in no event longer than 60 Business Days after the Effective Date) that shall be acceptable to such Rating Agency), that it has not reduced or withdrawn the rating, if any, it assigned to such Class of Notes on the Closing Date, and to so notify in writing the Trustee Trustee, the Upfront Swap Counterparty, any Hedge Counterparty and any Hedge Synthetic Asset Counterparty, that it has not reduced or withdrawn the ratings assigned by it on the Closing Date to such Class of Notes. If any rating assigned as of In the Closing Date event that the Issuer fails to any Class of Notes has not been so confirmed, or is reduced or withdrawn, within twenty (20) Business Days after the Effective Date by any such obtain a Rating Agency Confirmation (a “Rating Ratings Confirmation Failure”), on the first next succeeding Payment Date thereafter, (i) as provided in Section 10.4, amounts on deposit in the Unused Proceeds Account (to the extent not disbursed in connection with an Unused Proceeds Pro Rata Amortization)Account, (ii) as provided in Section 11.1(a)(i), all Interest Proceeds remaining after payment of amounts referred to in clauses (1) through (2940) of Section 11.1(a)(i) and (iii) as provided in Section 11.1(a)(ii), all Principal Proceeds remaining after payment of the amounts referred to in clauses (1) through (1019) of Section 11.1(a)(ii), in each case will be used to pay principal of each such Class of Notes, sequentially in accordance with the Priority of Payments, until each such rating is confirmed or reinstated or such Class of Notes has been paid in full. Notwithstanding the foregoing, if the Issuer (or the Collateral Manager on its behalf) has requested in writing that each of the Rating Agencies provide Rating Confirmation within five Business Days after the Effective Date and obtained confirmation by electronic mail, facsimile or telephone that each of the Rating Agencies has received such request and has promptly delivered to the applicable Rating Agency any additional information reasonably requested by such Rating Agency, and any of the Rating Agencies fails to respond to such request within 30 Business Days after the Effective Date, then such failure to respond will not immediately constitute a Rating Confirmation Failure but shall not constitute receipt of Rating Confirmation so long as, as of the Effective Date, (x) the Collateral Interest Principal Balance equals at least $950,000,000 and (y) the Collateral Quality Tests are satisfied; provided that Rating Confirmation Failure shall thereafter occur immediately upon receipt from the Rating Agencies of an actual notice of Rating Confirmation Failure. If such response is not received within 60 Business Days after the Effective Date, the Issuer (or the Collateral Manager on behalf of the Issuer) shall, on such 60th Business Day, repeat its request for Rating Confirmation from any Rating Agency that has so failed to respond. In the event that any such Rating Agency fails to respond to any repeated request, the Issuer (or the Collateral Manager on behalf of the Issuer), on each 60th Business Day following a repeated request, shall again repeat its request for Rating Confirmation from such Rating Agency, and no such failure to respond will immediately constitute a Rating Confirmation Failure but shall not constitute receipt of Rating Confirmation so long as, as of the Effective Date, (x) the Collateral Interest Principal Balance equals at least $950,000,000 and (y) the Collateral Quality Tests are satisfied. In addition, if any rating assigned as of the Closing Date to any Class of Notes has not been confirmed, or is reduced or withdrawn, within 30 Business Days after the Effective Date by any Rating Agency, the Collateral Manager may, on behalf of the Issuer, within 10 Business Days provide to such Rating Agency a proposal (a “Proposal”) with respect to the Collateral Interests. If such Rating Agency accepts the Proposal, a Rating Confirmation shall be disbursed deemed to have occurred with respect to such Rating Agency provided the Collateral Manager meets the conditions set forth in such Proposal within the time requirements set forth in such Proposal. If the Collateral Manager, on behalf of the Issuer, elects not to submit a Proposal, if a Proposal is submitted but not accepted or if the Collateral Manager fails to meet the conditions set forth in the manner described Proposal within the time requirements set forth in such provisionsProposal then a Rating Confirmation Failure shall have occurred.
(c) The Collateral Manager on behalf of the Issuer shall cause to be delivered to the Trustee, the Upfront Swap Counterparty, each Hedge Counterparty, each Synthetic Asset Counterparty and each Rating Agency, within six fifteen Business Days after the Effective Date, an Accountants’ Report, dated as of the Effective Date, confirming whether that the Collateral Quality Tests and the Coverage Tests have been satisfied and that the Collateral Debt Securities Interests have an aggregate par amount equal to at least the Minimum Ramp-Up Amount (including for this purpose, the aggregate unfunded portion of the Delayed Draw Term Loans owned by the Issuer) and certifying the procedures applied and such accountants’ associated findings with respect to the Eligibility Criteria and specifying the procedures undertaken by them to review data and computations relating to such information. The Collateral Manager may on any date, prior to the 270th day following the Closing Date [•] or the purchase first date on which the Aggregate Principal Balance of the Collateral Debt Securities having an aggregate par amount Interests is at least equal to the Minimum Ramp-Up AmountAmount (including for this purpose, the aggregate unfunded portion of the Delayed Draw Term Loans owned by the Issuer), upon written notice to the Trustee, the Issuer and the Co-Issuer and each Rating Agency (with a copy to each Hedge Counterparty and each Synthetic Asset Counterparty), declare that the Effective Date shall occur on the date specified in such notice; provided that each of the Collateral Quality Tests and the Coverage Tests will be satisfied as of such Effective Date and the Rating Agency Condition has been satisfied. The Issuer (or the Collateral Manager on behalf of the Issuer) shall cause to be delivered to S&P on the Effective Date a Microsoft Excel file that provides all of the inputs required to determine whether the S&P CDO Monitor Test has been satisfied.
Appears in 1 contract
Samples: Indenture (CBRE Realty Finance Inc)
Effective Date Actions. (a) The Issuer (or the Collateral Manager on behalf of the Issuer) shall cause to be delivered to the Trustee and each Rating Agency on the Effective Date an amended Schedule of Closing Date Collateral Debt Securities listing all Collateral Debt Securities Granted to the Trustee pursuant to Section 7.17 on or before the Effective Date, which schedule shall supersede any prior Schedule of Closing Date Collateral Debt Securities delivered to the Trustee.
(b) Within ten (10) Business Days after the Effective Date, the Issuer (or the Collateral Manager on behalf of the Issuer) shall request each Rating Agency rating a Class of Notes to confirm within twenty (20) Business Days after the Effective Date, and to so notify in writing the Trustee and any Hedge Counterparty, that it has not reduced or withdrawn the ratings assigned by it on the Closing Date to such Class of Notes. If any In the event that the Issuer fails to obtain a rating assigned as of the Closing Date to any Class of Notes has not been so confirmed, or is reduced or withdrawn, confirmation from each Rating Agency in accordance with this Section 7.18 within twenty (20) Business Days after days following the Effective Date by any such Rating Agency (a “"Rating Confirmation Failure”"), on the first Payment Date thereafter, (i) as provided in Section 9.7, all amounts remaining on deposit in the Unused Proceeds Account (to the extent not disbursed in connection with an Unused Proceeds Pro Rata Amortization)Account, (ii) as provided in Section Sections 11.1(a)(i), all Interest Proceeds remaining after payment of the amounts referred to in clauses subclauses (1) through (2914) of Section 11.1(a)(i) and (iii) as provided in Section Sections 11.1(a)(ii), all Principal Proceeds remaining after payment of the amounts referred to in clauses subclauses (1) through (106) of Section 11.1(a)(ii), in each case shall will be disbursed used to pay principal of each such Class of Notes, in the manner described each case sequentially, until each such rating is reinstated or such Class of Notes have been paid in such provisionsfull.
(c) The Collateral Manager on behalf of the Issuer shall cause to be delivered to the Trustee, each Hedge Counterparty and each Rating Agency, within six (6) Business Days after the Effective Date, an Accountants’ ' Report, dated as of the Effective Date, confirming whether that the Collateral Quality Tests and the Coverage Tests have been satisfied and that the Collateral Debt Securities have an aggregate par amount equal to at least the Minimum Ramp-Up Amount and certifying the procedures applied and such accountants’ ' associated findings with respect to the Eligibility Criteria and specifying the procedures undertaken by them to review data and computations relating to such information. The Collateral Manager may on any date, prior to the 270th 180th day following the Closing Date or the purchase of Collateral Debt Securities having an aggregate par amount equal to the Minimum Ramp-Up Amount, upon written notice to the Trustee, the Issuer and the Co-Issuer and each Rating Agency (with a copy to each Hedge Counterparty), declare that the Effective Date shall occur on the date specified in such notice; provided that each of the Collateral Quality Tests and the Coverage Tests will be satisfied as of such Effective Date and the Rating Agency Condition has been satisfied. The Issuer (or the Collateral Manager on behalf of the Issuer) shall cause to be delivered to S&P on the Effective Date a Microsoft Excel file that provides all of the inputs required to determine whether the S&P CDO Monitor Test has been satisfied.
Appears in 1 contract
Samples: Indenture (Arbor Realty Trust Inc)
Effective Date Actions. (a) The Issuer (or the Collateral Manager on behalf of the Issuer) shall cause to be delivered to the Trustee and each Rating Agency on the Effective Date an amended Schedule of Closing Date Collateral Debt Securities listing all Collateral Debt Securities Granted to the Trustee pursuant to Section 7.17 on or before the Effective Date and included in the Assets on the Effective Date, which schedule shall supersede any prior Schedule of Closing Date Collateral Debt Securities delivered to the Trustee.
(b) Within ten (10) 10 Business Days after the Effective Date, the Issuer (or the Collateral Manager on behalf of the Issuer) shall request each Rating Agency rating a Class of Notes to confirm within twenty (20) 20 Business Days after the Effective Date, and to so notify in writing the Trustee and any Hedge Counterparty, that it has not reduced or withdrawn the ratings assigned by it on the Closing Date to such Class of Notes. If any In the event that the Issuer fails to obtain a rating assigned as of the Closing Date to any Class of Notes has not been so confirmed, or is reduced or withdrawn, confirmation from each Rating Agency in accordance with this Section 7.18 within twenty (20) 20 Business Days after following the Effective Date by any such Rating Agency (a “"Rating Confirmation Failure”"), on the first Payment Date thereafter, (i) as provided in Section 10.4, all amounts remaining on deposit in the Unused Proceeds Account (to the extent not disbursed in connection with an Unused Proceeds Pro Rata Amortization)Account, (ii) as provided in Section 11.1(a)(i), all Interest Proceeds remaining after payment of the amounts referred to in clauses subclauses (1) through (2923) of Section 11.1(a)(i) and (iii) as provided in Section 11.1(a)(ii), all Principal Proceeds remaining after payment of the amounts referred to in clauses subclauses (1) through (106) of Section 11.1(a)(ii), in each case shall will be disbursed used to pay principal of each such Class of Notes, in each case sequentially in accordance with the manner described Priority of Payments, until each such rating is confirmed or reinstated or such Class of Notes has been paid in such provisionsfull.
(c) The Collateral Manager on behalf of the Issuer shall cause to be delivered to the Trustee, each Hedge Counterparty and each Rating Agency, within six Business Days after the Effective Date, an Accountants’ ' Report, dated as of the Effective Date, confirming whether that the Collateral Quality Tests and the Coverage Tests have been satisfied and that the Collateral Debt Securities have an aggregate par amount equal to at least the Minimum Ramp-Up Amount and certifying the procedures applied and such accountants’ ' associated findings with respect to the Eligibility Criteria and specifying the procedures undertaken by them to review data and computations relating to such information. The Collateral Manager may on any date, prior to the 270th 180th day following the Closing Date or the purchase of Collateral Debt Securities having an aggregate par amount equal to the Minimum Ramp-Up Amount, upon written notice to the Trustee, the Issuer and the Co-Issuer and each Rating Agency (with a copy to each Hedge Counterparty), declare that the Effective Date shall occur on the date specified in such notice; provided that each of the Collateral Quality Tests and the Coverage Tests will be satisfied as of such Effective Date and the Rating Agency Condition has been satisfied. The Issuer (or the Collateral Manager on behalf of the Issuer) shall cause to be delivered to S&P on the Effective Date a Microsoft Excel file that provides all of the inputs required to determine whether the S&P CDO Monitor Test has been satisfied.
Appears in 1 contract
Samples: Indenture (Arbor Realty Trust Inc)
