Exchangeable Company Interest. (a) The Company may decrease the amount of its Exchangeable Company Interest in exchange for (i) an increase in the Invested Amount of a Class of Investor Certificates of an Outstanding Series and an increase in any related Subordinated Company Interests in connection with an issuance of additional Investor Certificates of such Outstanding Series in accordance with the respective Supplement or (ii) one or more newly issued Series of Investor Certificates and any related newly issued Subordinated Company Interests (any such decrease, a "Company Exchange"). A Company Exchange shall not be necessary ---------------- in connection with an increase in the Invested Amount of any Investor Certificates issued in a Series with an Invested Amount that may increase or decrease from time to time. Such Investor Certificates are expected to be designated as "Variable Funding Certificates" or "VFC Certificates". The Master ----------------------------- ---------------- Servicer may perform a Company Exchange by notifying the Trustee, in writing at least twenty (20) Business Days in advance (an "Exchange Notice") of the date --------------- upon which the Company Exchange is to occur (an "Exchange Date"). Any Exchange ------------- Notice given by the Company shall state the designation of any Series to be issued on the Exchange Date and, with respect to each such Series: (a) its additional or Initial Invested Amount, as the case may be, if any, which in the aggregate at any time may not be greater than the current principal amount of the Company's Exchangeable Company Interest if any, at such time and (b) its Certificate Rate (or the method for allocating interest payments or other cash flow to such Series), if any. On the Exchange Date, the Trustee shall only (i) authenticate and deliver any Investor Certificates evidencing an increase in the Invested Amount of a Class of Investor Certificates or a newly issued Series and (ii) permit the issuance of any related Subordinated Company Interests, upon delivery to the Trustee of the following (together with the delivery by the Company to the Trustee of any additional agreements, instruments or other documents as are specified in the related Supplement): (a) a Supplement executed by the Master Servicer and specifying the Principal Terms of such Series (provided that no such Supplement shall be required for any increase in the Invested Amount of a Class of Investor Certificates, and any related increase in any 53 related Subordinated Company Interests, unless it is so required by the related Supplement), (b) a Tax Opinion addressed to the Trustee and the Trust, (c) a General Opinion addressed to the Trustee and the Trust, (d) a Responsible Officer's certificate of the Company certifying that all conditions precedent to the authentication and delivery of such Investor Certificates have been satisfied and upon which Responsible Officer's certificate the Trustee may conclusively rely, (e) evidence that the Rating Agency Condition shall have been satisfied after giving effect to the Company Exchange, (f) written instructions of an officer of the Company specifying the amount, Series, Investor Certificates and other Interests to be issued with respect to the Company Exchange and (g) the applicable Investor Certificates if necessary. Upon delivery of the items listed in clauses (a) through (g) above and satisfaction of any conditions set forth in any Supplement for an Outstanding Series, the existing Exchangeable Company Interest and the applicable Subordinated Company Interests, as the case may be, shall be deemed adjusted as of such Exchange Date, and the new Subordinated Company Interests, if any, shall be deemed duly created as of such Exchange Date, in each case as provided above. The Trustee shall cause to be kept at the office or agency to be maintained by the Transfer Agent and Registrar in accordance with the provisions of Section 8.16 a register ------------ (the "Exchange Register") in which, subject to such reasonable regulations as ----------------- the Trustee may prescribe, the Transfer Agent and Registrar shall record all Company Exchanges and the amount of the Exchangeable Company Interest following any the Company Exchange. There is no limit to the number of Company Exchanges that the Company may perform under this Agreement. If the Company shall, on any Exchange Date, retain any Investor Certificates issued on such Exchange Date, it shall, prior to transferring any such Investor Certificates to another Person, obtain a Tax Opinion. Additional restrictions relating to a Company Exchange may be set forth in any Supplement. (b) Upon any Company Exchange, the Trustee, in accordance with the written directions of the Master Servicer shall issue to the Company under Section 5.01, for execution, as agent of the Trustee, and redelivery to the ------------ Trustee for authentication under Section 5.02, (i) one or more Investor ------------ Certificates representing an increase in the Invested Amount of an Outstanding Series, or (ii) one or more new Series of Investor Certificates. Any such Investor Certificates shall be substantially in the form specified in the applicable Supplement and each shall bear, upon its face, the designation for such Series to which each such Certificate belongs so selected by the Master Servicer. (c) In conjunction with a Company Exchange, the parties hereto shall, except as otherwise provided in subsection 5.11(a) above, execute a ------------------ Supplement to this Agreement, which shall define, with respect to any additional Investor Certificates or newly issued Series, as the case may be: (i) its name or designation, (ii) its additional or initial principal amount, as the case may be, (or method for calculating such amount), (iii) its Certificate Rate (or formula for the determination thereof), (iv) the interest payment date or dates and the date or dates from which interest shall accrue, (v) the method for allocating Collections to Holders, (vi) the names of any accounts or subaccounts to be used by such Series and the terms governing the operation of any such accounts or subaccounts, (vii) the issue and terms of a letter of credit or other form of Enhancement, if any, with respect thereto, (viii) the terms on which the Certificates of such Series may be repurchased by the Company or may be remarketed to other 54 investors, (ix) the Series Termination Date thereafter, (x) any deposit account maintained for the benefit of Holders, (xi) the number of classes of such Series, and if more than one Class, the rights and priorities of each such Class, (xii) the rights of the holder of such Exchangeable Company Interest that have been transferred to the holders of such Series, (xiii) the designation of any Series Accounts or subaccounts and the terms governing the operation of any such Series Accounts or subaccounts, (xiv) provisions acceptable to the Trustee concerning the payment of the Trustee's fees and expenses and (xv) other relevant terms (all such terms, the "Principal Terms" of such Series). The --------------- Supplement executed in connection with the Company Exchange shall contain administrative provisions which are reasonably acceptable to the Trustee. (d) The Company shall not transfer, assign, exchange or otherwise dispose of its Exchangeable Company Interest or any Subordinated Company Interests without (i) the prior satisfaction of the Rating Agency Condition and (ii)
Appears in 2 contracts
Samples: Pooling Agreement (Huntsman Ici Chemicals LLC), Pooling Agreement (Huntsman Ici Holdings LLC)
Exchangeable Company Interest. (a) The Company may decrease the amount of its the Exchangeable Company Interest in exchange for (i) an increase in the Invested Amount of a Class of Investor Certificates of an Outstanding Series and an increase in any related Subordinated Company Interests Interest in connection with an issuance of additional Investor Certificates of such Outstanding Series in accordance with the respective Supplement or (ii) one or more newly issued Series of Investor Certificates and any related newly issued Subordinated Company Interests Interest (any such decrease, decrease a "Company Exchange"). (A Company Exchange shall not be necessary ---------------- in connection with an increase in the Invested Amount of any Investor Certificates issued in a Series with an Invested Amount that may increase or decrease from time to time. Such Investor Certificates are expected to be designated as "Variable Funding Certificates" or "VFC Certificates". .) The Master ----------------------------- ---------------- Servicer Company may perform a Company Exchange by notifying the Trustee, in writing at least twenty (20) Business Days three days in advance (an "Exchange Notice") of the date --------------- upon which the Company Exchange is to occur (an "Exchange Date"). Any Exchange ------------- Notice given by the Company shall state the designation of any Series to be issued on the Exchange Date and, with respect to each such Series: (a) its additional or Initial Invested Amount, as the case may be, if any, which in the aggregate at any time may not be greater than the current principal amount of the Company's Exchangeable Company Interest Interest, if any, at such time and (b) its Certificate Rate (or the method for allocating interest payments or other cash flow to such Series), if any. On the Exchange Date, the Trustee shall only (i) authenticate and deliver any Investor Certificates evidencing an increase in the Invested Amount of a Class of Investor Certificates or a newly issued Series and (ii) permit the issuance of any related Subordinated Company InterestsInterest, upon delivery by the Company to the Trustee of the following (together with the delivery by the Company to the Trustee of any additional agreements, instruments or other documents as are specified in the related Supplement): Amended and Restated Pooling Agreement 90
(a) a Supplement executed by the Master Servicer Company and specifying the Principal Terms of such Series (provided that no such Supplement shall be required for any increase in the Invested Amount of a Class of Investor Certificates, and any related increase in any 53 the related Subordinated Company InterestsInterest, unless it is so required by the related Supplement), (b) a Tax Opinion addressed to the Trustee and the Trust, (c) a General Opinion addressed to the Trustee and the Trust, (d) a Responsible an Officer's certificate of the Company Certificate certifying that all conditions precedent to the authentication and delivery of such Investor Certificates have been satisfied and upon which Responsible Officer's certificate Certificate the Trustee may conclusively rely, (e) evidence written confirmation from each Rating Agency that the Company Exchange will not result in the Rating Agency Condition shall have been satisfied after giving effect to the Company ExchangeAgency's reducing or withdrawing its rating on any then Outstanding Series or any Class of any such Outstanding Series rated by it, (f) written instructions of an officer of the Company specifying the amount, Series, Investor Certificates and other Interests to be issued with respect to the such Company Exchange and (g) the applicable Investor Certificates if necessary. Upon delivery of the items listed in clauses (a) through (g) above and satisfaction of any conditions set forth in any Supplement for an Outstanding Seriesabove, the existing Exchangeable Company Interest and Trustee shall cancel the applicable tendered Investor Certificates and Subordinated Company InterestsInterest, as the case may be, shall be deemed adjusted as of such Exchange Dateand issue, and the new Subordinated Company Interests, if any, shall be deemed duly created as of such Exchange Date, in each case as provided above, such Series of Investor Certificates and allow the issuance of such Subordinated Company Interest, if applicable, dated the Exchange Date. The Trustee shall cause to be kept at the office or agency to be maintained by the Transfer Agent and Registrar in accordance with the provisions of Section 8.16 a register ------------ (the "Exchange Register") in which, subject to such reasonable regulations as ----------------- the Trustee may prescribe, the Transfer Agent and Registrar shall record all Company Exchanges and the amount of the Exchangeable Company Interest following any the such Company Exchange. There is no limit to the number of Company Exchanges that the Company may perform under this Agreement. If the Company shall, on any Exchange Date, retain any Investor Certificates issued on such Exchange Date, it shall, prior to transferring any such Investor Certificates to another Person, obtain a Tax Amended and Restated Pooling Agreement 91 Opinion. Additional restrictions relating to a Company Exchange may be set forth in any Supplement.
(b) Upon any Company Exchange, the Trustee, in accordance with the written directions of the Master Servicer Company, shall issue to the Company under Section 5.01, for execution, as agent of the Trustee, execution and redelivery to the ------------ Trustee for authentication under Section 5.02, (i) one or more Investor ------------ Certificates representing an increase in the Invested Amount of an Outstanding Series, or (ii) one or more new Series of Investor Certificates. Any such Investor Certificates shall be substantially in the form specified in the applicable Supplement and each shall bear, upon its face, the designation for such Series to which each such Certificate certificate belongs so selected by the Master ServicerCompany.
(c) In conjunction with a Company Exchange, the parties hereto shall, except as otherwise provided in subsection 5.11(a(a) above, execute a ------------------ Supplement supplement to this Agreement, which shall define, with respect to any additional Investor Certificates or newly issued Series, as the case may be: (i) its name or designation, (ii) its additional or initial principal amount, as the case may be, (or method for calculating such amount), (iii) its Certificate Rate coupon rate (or formula for the determination thereof), (iv) the interest payment date or dates and the date or dates from which interest shall accrue, (v) the method for allocating Collections to Holders, (vi) the names of any accounts or subaccounts to be used by such Series and the terms governing the operation of any such accounts or subaccountsaccounts, (vii) the issue and terms of a letter of credit or other form of Enhancement, if any, with respect thereto, (viii) the terms on which the Certificates certificates of such Series may be repurchased by the Company or may be remarketed to other 54 investors, (ixviii) the Series Termination Date thereafterDate, (xix) any deposit account maintained for the benefit of Holders, (xix) the number of classes of such Series, and if more than one Classclass, the rights and priorities of each such Classclass, (xiixi) the rights of the holder of such the Exchangeable Company Interest that have been transferred to the holders of such Series, (xiiixii) the designation of any Series Accounts or subaccounts Amended and Restated Pooling Agreement 92 and the terms governing the operation of any such Series Accounts or subaccountsAccounts, (xivxiii) provisions acceptable to the Trustee concerning the payment of the Trustee's fees and expenses and (xvxiv) other relevant terms (all such terms, the "Principal Terms" of such Series). The --------------- Supplement executed in connection with the Company Exchange shall contain administrative provisions which are reasonably acceptable to the Trustee.
(d) The Company shall not transfer, assign, exchange or otherwise dispose of its the Exchangeable Company Interest or any Subordinated Company Interests Interest without (i) the prior satisfaction of the Rating Agency Condition and (ii)
Appears in 1 contract
Samples: Pooling Agreement (Lifestyle Furnishings International LTD)
Exchangeable Company Interest. (a) The Company may decrease the amount of its Exchangeable Company Interest in exchange for (i) an increase in the Invested Amount of a Class of Investor Certificates of an Outstanding Series and an increase in any related Subordinated Company Interests in connection with an issuance of additional Investor Certificates of such Outstanding Series in accordance with the respective Supplement or (ii) one or more newly issued Series of Investor Certificates and any related newly issued Subordinated Company Interests (any such decrease, a "“Company Exchange"”). A Company Exchange shall not be necessary ---------------- in connection with an increase in the Invested Amount of any Investor Certificates issued in a Series with an Invested Amount that may increase or decrease from time to time. Such Investor Certificates are expected to be designated as "“Variable Funding Certificates" ” or "“VFC Certificates"”. The Master ----------------------------- ---------------- Servicer may perform a Company Exchange by notifying the Trustee, in writing at least twenty (20) Business Days in advance (an "“Exchange Notice"”) of the date --------------- upon which the Company Exchange is to occur (an "“Exchange Date"”). Any Exchange ------------- Notice given by the Company shall state the designation of any Series to be issued on the Exchange Date and, with respect to each such Series: (a) its additional or Initial Invested Amount, as the case may be, if any, which in the aggregate at any time may not be greater than the current principal amount of the Company's ’s Exchangeable Company Interest if any, at such time and (b) its Certificate Rate (or the method for allocating interest payments or other cash flow to such Series), if any. On the Exchange Date, the Trustee shall only (i) authenticate and deliver any Investor Certificates evidencing an increase in the Invested Amount of a Class of Investor Certificates or a newly issued Series and (ii) permit the issuance of any related Subordinated Company Interests, upon delivery to the Trustee of the following (together with the delivery by the Company to the Trustee of any additional agreements, instruments or other documents as are specified in the related Supplement): (a) a Supplement executed by the Master Servicer and the Company and specifying the Principal Terms of such Series (provided that no such Supplement shall be required for any increase in the Invested Amount of a Class of Investor Certificates, and any related increase in any 53 related Subordinated Company Interests, unless it is so required by the related Supplement), (b) a Tax Opinion addressed to the Trustee and the Trust, (c) a General Opinion addressed to the Trustee and the Trust, (d) a Responsible Officer's ’s certificate of the Company certifying that all conditions precedent to the authentication and delivery of such Investor Certificates have been satisfied and upon which Responsible Officer's ’s certificate the Trustee may conclusively rely, (e) evidence that the Rating Agency Condition shall have been satisfied after giving effect to receipt of the Company Exchangewritten consent of each Funding Agent, (f) written instructions of an officer of the Company specifying the amount, Series, Investor Certificates and other Interests to be issued with respect to the Company Exchange and (g) the applicable Investor Certificates if necessary. Upon delivery of the items listed in clauses (a) through (g) above and satisfaction of any conditions set forth in any Supplement for an Outstanding Series, the existing Exchangeable Company Interest and the applicable Subordinated Company Interests, as the case may be, shall be deemed adjusted as of such Exchange Date, and the new Subordinated Company Interests, if any, shall be deemed duly created as of such Exchange Date, in each case as provided above. The Trustee shall cause to be kept at the office or agency to be maintained by the Transfer Agent and Registrar in accordance with the provisions of Section 8.16 a register ------------ (the "“Exchange Register"”) in which, subject to such reasonable regulations as ----------------- the Trustee may prescribe, the Transfer Agent and Registrar shall record all Company Exchanges and the amount of the Exchangeable Company Interest following any the Company Exchange. There is no limit to the number of Company Exchanges that the Company may perform under this Agreement. If the Company shall, on any Exchange Date, retain any Investor Certificates issued on such Exchange Date, it shall, prior to transferring any such Investor Certificates to another Person, obtain a Tax Opinion. Additional restrictions relating to a Company Exchange may be set forth in any Supplement.
(b) Upon any Company Exchange, the Trustee, in accordance with the written directions of the Master Servicer shall issue to the Company under Section 5.01, Section
5.01 for execution, as agent of the Trustee, and redelivery to the ------------ Trustee for authentication under Section 5.02, (i) one or more Investor ------------ Certificates representing an increase in the Invested Amount of an Outstanding Series, or (ii) one or more new Series of Investor Certificates. Any such Investor Certificates shall be substantially in the form specified in the applicable Supplement and each shall bear, upon its face, the designation for such Series to which each such Certificate belongs so selected by the Master Servicer.
(c) In conjunction with a Company Exchange, the parties hereto shall, except as otherwise provided in subsection Section 5.11(a) above, execute a ------------------ Supplement to this Agreement, which shall define, with respect to any additional Investor Certificates or newly issued Series, as the case may be: (i) its name or designation, (ii) its additional or initial principal amount, as the case may be, be (or method for calculating such amount), (iii) whether the Investor Certificates for such Series may be issued in bearer form or registered form and any limitations imposed thereon on transfer, sale or exchange, including the limitations provided in Section 165(j) and 1287(a) of the Code, (iv) its Certificate Rate (or formula for the determination thereof), (ivv) the interest payment date or dates and the date or dates from which interest shall accrue, (vvi) the method for allocating Collections to Holders, (vivii) the names of any accounts or subaccounts to be used by such Series and the terms governing the operation of any such accounts or subaccounts, (viiviii) the issue and terms of a letter of credit or other form of Enhancement, if any, with respect thereto, (viiiix) the terms on which the Certificates of such Series may be repurchased by the Company or may be remarketed to other 54 investors, (ixx) the Series Termination Date thereafter, (xxi) any deposit account maintained for the benefit of Holders, (xixii) the number of classes of such Series, and if more than one Class, the rights and priorities of each such Class, (xiixiii) the rights of the holder of such Exchangeable Company Interest that have been transferred to the holders of such Series, (xiiixiv) the designation of any Series Accounts or subaccounts and the terms governing the operation of any such Series Accounts or subaccounts, (xivxv) provisions acceptable to the Trustee concerning the payment of the Trustee's ’s fees and expenses and (xvxvi) other relevant terms (all such terms, the "“Principal Terms" ” of such Series). The --------------- Supplement executed in connection with the Company Exchange shall contain administrative provisions which are reasonably acceptable to the Trustee.
(d) The Company shall not transfer, assign, exchange or otherwise dispose of its Exchangeable Company Interest or any Subordinated Company Interests without (i) the prior satisfaction written consent of the Rating Agency Condition each Funding Agent and (ii) delivery of a Tax Opinion. If the Company shall transfer, assign, exchange or otherwise dispose of all or any portion of its Exchangeable Company Interest or any Subordinated Company Interests, in accordance with the preceding sentence, the Transfer Agent and Registrar shall record the transfer, assignment, exchange or other disposition of (i) the Exchangeable Company Interest in the Exchange Register and (ii) any Subordinated Company Interests in a register maintained by the Transfer Agent and Registrar at its office or agency (the “Subordinated Interest Register”). Any Holder who wishes to transfer, assign, exchange or otherwise dispose of all or any portion of the Exchangeable Company Interest or any Subordinated Company Interests held by it shall deliver instructions and a written instrument of transfer, with sufficient instructions, duly executed by such Holder or his attorney-in-fact duly authorized in writing delivered to the Trustee (unless the Transfer Agent and Registrar is different from the Trustee, in which case to the Transfer Agent and Registrar) and complying with any requirements set forth in the applicable Supplement. No service charge shall be made for any registration of transfer or exchange of all or any portion of the Exchangeable Company Interest or any Subordinated Company Interests, but the Transfer Agent and Registrar may require any Holder that is transferring or exchanging all or any portion of the Exchangeable Company Interest or any Subordinated Company Interests to pay a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of all or any portion of the Exchangeable Company Interest or the Subordinated Company Interests.
(e) Except as specified in any Supplement for a related Series, all Investor Certificates of any Series shall be equally and ratably entitled as provided herein to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Agreement and the applicable Supplement.
(f) If the Company reduces its Exchangeable Company Interest pursuant to Section 2.05 hereof, the Company shall immediately notify the Trustee of any such reduction and the Trustee shall make the appropriate notification in its records that such reduction of the Exchangeable Company Interest has been made.
Appears in 1 contract
Exchangeable Company Interest. (a) The Company may decrease the amount of its the Exchangeable Company Interest in exchange for (i) an increase in the Invested Amount of a Class of Investor Certificates of an Outstanding Series and an increase in any related Subordinated Company Interests Interest in connection with an issuance of additional Investor Certificates of such Outstanding Series in accordance with the respective Supplement or (ii) one or more newly issued Series of Investor Certificates and any related newly issued Subordinated Company Interests Interest (a "New Series") (any such decreaseexchange, a "Company Exchange"). (A Company Exchange shall not be necessary ---------------- in connection with an increase in the Invested Amount of any Investor Certificates issued in a Series with an Invested Amount that may increase or decrease from time to time. Such Investor Certificates are expected to be designated as "Variable Funding Certificates" or "VFC Certificates". .) The Master ----------------------------- ---------------- Servicer Company may perform a Company Exchange by notifying the Trustee, in writing at least twenty (20) Business Days three days in advance (an "Exchange Notice") of the date --------------- upon which the Company Exchange is to occur (an "Exchange Date"). Any Exchange ------------- Notice given by the Company shall state the designation of any Series (and/or class, if applicable) to be issued (or supplemented) on the Exchange Date and, with respect to each such Series: Series (and/or class, if applicable): (a) its additional or Initial Invested Amount, as the case may be, if any, which in the aggregate at any time may not be greater than the current principal amount of the Company's Exchangeable Company Interest Interest, if any, at such time and time, (b) its Certificate Rate (or the method for allocating interest payments or other cash flow to such Series), if any, and (c) whether such New Series will be a companion Series to an Outstanding Series (an "Existing Companion Series", together with the New Series, a "Companion Series"). On the Exchange Date, the Trustee shall only (i) authenticate and deliver any Investor Certificates evidencing an increase in the Invested Amount of a Class of Investor Certificates or a newly issued Series and (ii) permit the issuance of any related Subordinated Company InterestsInterest, in each case, only upon delivery by the Company to the Trustee of the following (together with the delivery by the Company to the Trustee of any additional agreements, instruments or other documents as are specified in the related Supplement): (a) a Supplement executed by the Master Servicer Company and specifying the Principal Terms of such Series (provided that no such Supplement shall be required for any increase in the Invested Amount of a Class of Investor Certificates, and any related increase in any 53 the related Subordinated Company InterestsInterest, unless it is so required by the related Supplement), (b) a Tax Opinion addressed to the Trustee and the Trust, (c) a General Opinion addressed to the Trustee and the Trust, (d) a Responsible an Officer's certificate of the Company Certificate certifying that all conditions precedent to the authentication and delivery of such Investor Certificates have been satisfied and upon which Responsible Officer's certificate Certificate the Trustee may conclusively rely, (e) evidence written confirmation from each Rating Agency that the Company Exchange will not result in the Rating Agency Condition shall have been satisfied after giving effect to the Company ExchangeAgency's reducing or withdrawing its rating on any then Outstanding Series or any Class of any such Outstanding Series rated by it, (f) written instructions of an officer of the Company specifying the amount, Series, Investor Certificates and other Interests to be issued with respect to the such Company Exchange and (g) the applicable Investor Certificates if necessary. Upon delivery of the items listed in clauses (a) through (g) above and satisfaction of any conditions set forth in any Supplement for an Outstanding Seriesabove, the existing Exchangeable Trustee shall cancel the applicable tendered Investor Certificates and Subordinated Company Interest (and shall note such transaction in the applicable Subordinated Company InterestsInterest Register), as the case may be, shall be deemed adjusted as of such Exchange Dateand issue, and the new Subordinated Company Interests, if any, shall be deemed duly created as of such Exchange Date, in each case as provided above, such Series of Investor Certificates and allow the issuance of such Subordinated Company Interest (and shall note such transaction in the Subordinated Interest Register), if applicable, dated the Exchange Date. The Trustee shall cause to be kept at the office or agency to be maintained by the Transfer Agent and Registrar in accordance with the provisions of Section 8.16 a register ------------ (the "Exchange Register") in which, subject to such reasonable regulations as ----------------- the Trustee may prescribe, the Transfer Agent and Registrar shall record all Company Exchanges and the amount of the Exchangeable Company Interest following any the such Company Exchange. There is no limit to the number of Company Exchanges that the Company may perform under this Agreement. If the Company shall, on any Exchange Date, retain any Investor Certificates issued on such Exchange Date, it shall, prior to transferring any such Investor Certificates to another Person, obtain a Tax Opinion. Additional restrictions relating to a Company Exchange may be set forth in any Supplement.
(b) Upon any Company Exchange, the Trustee, in accordance with the written directions of the Master Servicer Company, shall issue to the Company under Section 5.01, for execution, as agent of the Trustee, execution and redelivery to the ------------ Trustee for authentication under Section 5.02, (i) one or more Investor ------------ Certificates representing an increase in the Invested Amount of an Outstanding Series, or (ii) one or more new Series of Investor Certificates. Any such Investor Certificates shall be substantially in the form specified in the applicable Supplement and each shall bear, upon its face, the designation for such Series to which each such Certificate certificate belongs so selected by the Master ServicerCompany.
(c) In conjunction with a Company Exchange, the parties hereto shall, except as otherwise provided in subsection 5.11(a(a) above, execute a ------------------ Supplement supplement to this Agreement, which shall define, with respect to any additional Investor Certificates or newly issued Series, as the case may be: (i) its name or designation, (ii) its additional or initial principal amount, as the case may be, be (or method for calculating such amount), (iii) its Certificate Rate coupon rate (or formula for the determination thereof), (iv) the interest payment date or dates and the date or dates from which interest shall accrue, (v) the method for allocating Collections to HoldersHolders including the 80 Pooling Agreement applicable Investor Percentage, (vi) the names of any accounts or subaccounts to be used by such Series and the terms governing the operation of any such accounts or subaccountsaccounts, (vii) the issue and terms of a letter of credit or other form of Enhancement, if any, with respect thereto, (viii) the terms on which the Certificates certificates of such Series may be repurchased by the Company or may be remarketed to other 54 investors, (ix) the Series Termination Date thereafterDate, (x) any deposit account maintained for the benefit of Holders, (xi) the number of classes Classes of such Series, and if more than one Class, the rights and priorities of each such Class, (xii) the rights of the holder of such the Exchangeable Company Interest that have been transferred to the holders of such Series, (xiii) the designation of any Series Accounts or subaccounts and the terms governing the operation of any such Series Accounts or subaccountsAccounts, (xiv) provisions acceptable to the Trustee concerning the payment of the Trustee's fees and expenses and (xv) other relevant terms (all such terms, the "Principal Terms" of such Series). The --------------- Supplement executed in connection with the Company Exchange shall contain administrative provisions which are reasonably acceptable to the Trustee.
(d) The In order for a New Series to be part of a Companion Series, the Supplement for the related Existing Companion Series must provide for or permit the Amortization Period to commence on the Issuance Date for such New Series, and on or prior to the Issuance Date for the New Series, the Servicer and the Company shall not transfertake all actions, assignif any, exchange necessary to cause the Amortization Period for such Existing Companion Series to commence on such Issuance Date. The proceeds from the issuance of the New Series shall be deposited by the Company in the applicable Series Principal Collection Sub-subaccount and the Company shall, on the Issuance Date for such New Series, deposit into the applicable Series Non-Principal Sub-subaccount the amount of interest that will accrue on the New Series over a period specified in the related Supplement for such New Series. On each day on which principal is paid to the holders of the Existing Companion Series, the Trustee shall distribute to the Company from the applicable Series Principal Collection Sub-subaccount of the New Series an amount (up to the amount of available funds in such account) equal to the amount distributed on such day to the Investor Certificateholders of any Existing Companion Series; provided that, after giving effect to such distributions, the Aggregate Receivables Amount shall equal or otherwise dispose exceed the sum of its Exchangeable Company Interest or any Subordinated Company Interests without (i) the prior satisfaction of the Rating Agency Condition and (ii)Target Receivables Amount with respect to such Existing Companion Series on such day, plus 81 Pooling Agreement
Appears in 1 contract
Samples: Pooling Agreement (American Axle & Manufacturing Inc)
Exchangeable Company Interest. (a) The Company may decrease the amount of its the Exchangeable Company Interest in exchange for (i) an increase in the Invested Amount of a Class of Investor Certificates of an Outstanding Series and an increase in any related Subordinated Company Interests Interest in connection with an issuance of additional Investor Certificates of such Outstanding Series in accordance with the respective Supplement or (ii) one or more newly issued Series of Investor Certificates and any related newly issued Subordinated Company Interests Interest (any such decrease, decrease a "Company Exchange"). (A Company Exchange shall not be necessary ---------------- in connection with an increase in the Invested Amount of any Investor Certificates issued in a Series with an Invested Amount that may increase or decrease from time to time. Such Investor Certificates are expected to be designated as "Variable Funding Certificates" or "VFC Certificates". .) The Master ----------------------------- ---------------- Servicer Company may perform a Company Exchange by notifying the Trustee, in writing at least twenty (20) five Business Days in advance (an "Exchange Notice") of the date --------------- upon which the Company Exchange is to occur (an "Exchange Date"). Any Exchange ------------- Notice given by the Company shall state the designation of any Series to be issued on the Exchange Date and, with respect to each such Series: (a) its additional or Initial Invested Amount, as the case may be, if any, which in the aggregate at any time may not be greater than the current principal amount of the Company's Exchangeable Company Interest Interest, if any, at such time and (b) its Certificate Rate (or the method for allocating interest payments or other cash flow to such Series), if any. On the Exchange Date, the Trustee shall only (i) authenticate and deliver any Investor Certificates evidencing an increase in the Invested Amount of a Class of Investor Certificates or a newly issued Series and (ii) permit the issuance of any related Subordinated Company InterestsInterest, upon delivery by the Company to the Trustee of the following (together with the delivery by the Company to the Trustee of any additional agreements, instruments or other documents as are specified in the related Supplement): ):
(a) a Supplement executed by the Master Servicer Company and specifying the Principal Terms of such Series (provided that no such Supplement shall be required for any increase in the Invested Amount of a Class of Investor Certificates, and any related increase in any 53 the related Subordinated Company InterestsInterest, unless it is so required by the related Supplement), (b) a Tax Opinion addressed to the Trustee and the Trust, (c) a General Opinion addressed to the Trustee and the Trust, which among other things shall state that such Supplement has been authorized and permitted pursuant to this Agreement, (d) a Responsible an Officer's certificate of the Company Certificate certifying that all conditions precedent to the authentication and delivery of such Investor Certificates have been satisfied and upon which Responsible Officer's certificate Certificate the Trustee may conclusively rely, (e) evidence written confirmation from each Rating Agency that the Company Exchange will not result in the Rating Agency Condition shall have been satisfied after giving effect to the Company ExchangeAgency's reducing or withdrawing its rating on any then Outstanding Series or any Class of any such Outstanding Series rated by it, (f) written instructions of an officer of the Company specifying the amount, Series, Investor Certificates and other Interests to be issued with respect to the such Company Exchange and (g) the applicable Investor Certificates if necessary. Upon delivery of the items listed in clauses (a) through (g) above and satisfaction of any conditions set forth in any Supplement for an Outstanding Seriesabove, the existing Exchangeable Company Interest and Trustee shall cancel the applicable tendered Investor Certificates and Subordinated Company InterestsInterest, as the case may be, shall be deemed adjusted as of such Exchange Dateand issue, and the new Subordinated Company Interests, if any, shall be deemed duly created as of such Exchange Date, in each case as provided above, such Series of Investor Certificates and allow the issuance of such Subordinated Company Interest, if applicable, dated the Exchange Date. The Trustee shall cause to be kept at the office or agency to be maintained by the Transfer Agent and Registrar in accordance with the provisions of Section 8.16 hereof a register ------------ (the "Exchange Register") in which, subject to such reasonable regulations as ----------------- the Trustee may prescribe, the Transfer Agent and Registrar shall record all Company Exchanges and the amount of the Exchangeable Company Interest following any the such Company Exchange. There is no limit to the number of Company Exchanges that the Company may perform under this Agreement. If the Company shall, on any Exchange Date, retain any Investor Certificates issued on such Exchange Date, it shall, prior to transferring any such Investor Certificates to another Person, obtain a Tax Opinion. Additional restrictions relating to a Company Exchange may be set forth in any Supplement.
(b) Upon any Company Exchange, the Trustee, in accordance with the written directions of the Master Servicer Company, shall issue to the Company under Section 5.01, for execution, as agent of the Trustee, execution and redelivery to the ------------ Trustee for authentication under pursuant to Section 5.02, (i) one or more Investor ------------ Certificates representing an increase in the Invested Amount of an Outstanding outstanding Series, or (ii) one or more new Series of Investor Certificates. Any such Investor Certificates shall be substantially in the form specified in the applicable Supplement and each shall bear, upon its face, the designation for such Series to which each such Certificate certificate belongs so selected by the Master ServicerCompany.
(c) In conjunction with a Company Exchange, the parties hereto shall, except as otherwise provided in subsection 5.11(a(a) above, execute a ------------------ Supplement to this Agreement, which shall define, with respect to any additional Investor Certificates or newly issued Series, as the case may be: (i) its name or designation, (ii) its additional or initial principal amount, as the case may be, be (or method for calculating such amount), (iii) its Certificate Rate coupon rate (or formula for the determination thereof), (iv) the interest payment date or dates and the date or dates from which interest shall accrue, (v) the method for allocating Collections to Holders, (vi) the names of any accounts or subaccounts to be used by such Series and the terms governing the operation of any such accounts or subaccounts, (vii) the issue and terms of a letter of credit or other form of Enhancement, if any, with respect thereto, (viii) the terms on which the Certificates of such Series may be repurchased by the Company or may be remarketed to other 54 investors, (ix) the Series Termination Date thereafter, (x) any deposit account maintained for the benefit of Holders, (xi) the number of classes of such Series, and if more than one Class, the rights and priorities of each such Class, (xii) the rights of the holder of such Exchangeable Company Interest that have been transferred to the holders of such Series, (xiii) the designation of any Series Accounts or subaccounts and the terms governing the operation of any such Series Accounts or subaccounts, (xiv) provisions acceptable to the Trustee concerning the payment of the Trustee's fees and expenses and (xv) other relevant terms (all such terms, the "Principal Terms" of such Series). The --------------- Supplement executed in connection with the Company Exchange shall contain administrative provisions which are reasonably acceptable to the Trustee.
(d) The Company shall not transfer, assign, exchange or otherwise dispose of its Exchangeable Company Interest or any Subordinated Company Interests without (i) the prior satisfaction of the Rating Agency Condition and (ii)or
Appears in 1 contract
Samples: Pooling Agreement (Ingram Micro Inc)
Exchangeable Company Interest. (a1) The Company may decrease the amount of its the Exchangeable Company Interest in exchange for (i) an increase in the Invested Amount of a Class of Investor Certificates of an Outstanding Series and an increase in any related Subordinated Company Interests in connection with an issuance of additional Investor Certificates of such Outstanding Series in accordance with the respective Supplement or (ii) one or more newly issued Series of Investor Certificates and any related newly issued Subordinated Company Interests (any such decrease, decrease a "“Company Exchange"”). (A Company Exchange shall not be necessary ---------------- in connection with an increase in the Invested Amount of any Investor Certificates issued in a Series with an Invested Amount that may increase or decrease from time to time. Such Investor Certificates are expected to be designated as "“Variable Funding Certificates" ” or "“VFC Certificates"”). The Master ----------------------------- ---------------- Servicer Company may perform a Company Exchange by notifying the Trustee, in writing at least twenty five (205) Business Days in advance (an "“Exchange Notice"”) of the date --------------- upon which the Company Exchange is to occur (an "“Exchange Date"”). Any Exchange ------------- Notice given by the Company shall state the designation of any Series to be issued on the Exchange Date and, with respect to each such Series: (a) its additional or Initial Invested Amount, as the case may be, if any, which in the aggregate at any time may not be greater than the current principal amount of the Company's Exchangeable Company Interest Interest, if any, at such time and (b) its Certificate Rate (or the method for allocating interest payments or other cash flow to such Series), if any. On the Exchange Date, the Trustee shall only (i) authenticate and deliver any Investor Certificates evidencing an increase in the Invested Amount of a Class of Investor Certificates or a newly issued Series and (ii) permit the issuance of any related Subordinated Company Interests, upon delivery by the Company (as agent of the Trust with respect to clause (f) below) to the Trustee of the following (together with the delivery by the Company to the Trustee of any additional agreements, instruments or other documents as are specified in the related Supplement): (a) a Supplement executed by the Master Servicer Company and specifying the Principal Terms of such Series (provided that no such Supplement shall be required for any increase in the Invested Amount of a Class of Investor Certificates, and any related increase in any 53 related Subordinated Company Interests, Certificates unless it is so required by the related Supplement), (b) a Tax Opinion addressed to the Trustee and the Trust, (c) a General Opinion addressed to the Trustee and the Trust, (d) a Responsible Officer's ’s certificate of the Company certifying that all conditions precedent to the authentication and delivery of such Investor Certificates have been satisfied and upon which Responsible Officer's ’s certificate the Trustee may conclusively rely, (e) evidence that the Rating Agency Condition shall have been satisfied after giving effect to the Company Exchange, (f) written instructions of an officer of the Company specifying the amount, Series, Investor Certificates and Certificates, other Interests to be issued with respect to such Company Exchange and the Exchangeable Company Interest following any such Company Exchange and (gf) the applicable Investor Certificates if necessary. Upon delivery of the items listed in clauses (a) through (gf) above and satisfaction of any conditions set forth in any Supplement for an Outstanding Series, the existing Exchangeable Company Interest and the applicable Subordinated Company Interests, as the case may beInterest, shall be deemed adjusted as of such the Exchange Date, and the new Subordinated Company Interests, if any, shall be deemed duly created as of such Exchange Date, in each case Date as provided above. The Trustee shall cause to be kept at the office or agency to be maintained by the Transfer Agent and Registrar in accordance with the provisions of Section 8.16 a register ------------ (the "“Exchange Register"”) in which, subject to such reasonable regulations as ----------------- the Trustee may prescribe, the Transfer Agent and Registrar shall record all Company Exchanges and the amount of the Exchangeable Company Interest following any the such Company Exchange. There is no limit to the number of Company Exchanges that the Company may perform under this Agreement. If the Company shall, on any Exchange Date, retain any Investor Certificates issued on such Exchange Date, it shall, prior to transferring any such Investor Certificates to another Person, obtain a Tax Opinion. Additional restrictions relating to a Company Exchange may be set forth in any Supplement.
(b2) Upon any Company Exchange, the Trustee, in accordance with the written directions of the Master Servicer Company, shall issue to the Company under Section 5.01, for execution, as agent of the TrusteeTrust, and redelivery to the ------------ Trustee for authentication under Section 5.02, (i) one or more Investor ------------ Certificates representing an increase in the Invested Amount of an Outstanding Series, or (ii) one or more new Series of Investor Certificates. Any such Investor Certificates shall be substantially in the form specified in the applicable Supplement and each shall bear, upon its face, the designation for such Series to which each such Certificate belongs so selected by the Master ServicerCompany.
(c3) In conjunction with a Company Exchange, the parties hereto shall, except as otherwise provided in subsection 5.11(a(a) above, execute a ------------------ Supplement to this Agreement, which shall define, with respect to any additional Investor Certificates or newly issued Series, as the case may be: (i) its name or designation, (ii) its additional or initial principal amount, as the case may be, (or method for calculating such amount), (iii) its Certificate Rate coupon rate (or formula for the determination thereof), (iv) the interest payment date or dates and the date or dates from which interest shall accrue, (v) the method for allocating Collections to Holders, (vi) the names of any accounts or subaccounts to be used by such Series and the terms governing the operation of any such accounts or subaccountsaccounts, (vii) the issue and terms of a letter of credit or other form of Enhancement, if any, with respect thereto, (viii) the terms on which the Certificates of such Series may be repurchased by the Company or may be remarketed to other 54 investors, (ix) the Series Termination Date thereafterDate, (x) any deposit account maintained for the benefit of Holders, (xi) the number of classes of such Series, and if more than one Classclass, the rights and priorities of each such Class, (xii) the rights of the holder of such the Exchangeable Company Interest that have been transferred to the holders of such Series, (xiii) the designation of any Series Accounts or subaccounts and the terms governing the operation of any such Series Accounts or subaccountsAccounts, (xiv) provisions acceptable to the Trustee concerning the payment of the Trustee's ’s fees and expenses and (xv) other relevant terms (all such terms, the "“Principal Terms" ” of such Series). The --------------- Supplement executed in connection with the Company Exchange shall contain administrative provisions which are reasonably acceptable to the Trustee.
(d4) The Company shall not transfer, assign, exchange or otherwise dispose of its the Exchangeable Company Interest without delivery of a Tax Opinion. If the Company shall transfer, assign, exchange or otherwise dispose of all or any Subordinated Company Interests without (i) the prior satisfaction portion of the Rating Agency Condition Exchangeable Company Interest in accordance with the preceding sentence, the Transfer Agent and Registrar shall record the transfer, assignment, exchange or other disposition of the Exchangeable Company Interest in the Exchange Register. Any Holder who wishes to transfer, assign, exchange or otherwise dispose of all or any portion of the Exchangeable Company Interest held by it shall deliver instructions and a written instrument of transfer, with sufficient instructions, duly executed by the Holder or his attorneyinfact duly authorized in writing delivered to the Trustee (ii)unless the Transfer Agent and Registrar is different from the Trustee, in which case to the Transfer Agent and Registrar) and complying with any requirements set forth in the applicable Supplement. No service charge shall be made for any registration of transfer or exchange of all or any portion of the Exchangeable Company Interest, but the Transfer Agent and Registrar may require any Holder that is transferring or exchanging all or any portion of the Exchangeable Company Interest to pay a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of all or any portion of the Exchangeable Company Interest.
(5) Except as specified in any Supplement for a related Series, all Investor Certificates of any Series shall be equally and ratably entitled as provided herein to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Agreement and the applicable Supplement.
Appears in 1 contract
Samples: Pooling Agreement (Bungeltd)
Exchangeable Company Interest. (a) The Company may decrease the amount of its the Exchangeable Company Interest in exchange for (i) an increase in the Invested Amount of a Class of Investor Certificates of an Outstanding Series and an increase in any related Subordinated Company Interests in connection with an issuance of additional Investor Certificates of such Outstanding Series in accordance with the respective Supplement or (ii) one or more newly issued Series of Investor Certificates and any related newly issued Subordinated Company Interests (any such decrease, decrease a "“Company Exchange"”). (A Company Exchange shall not be necessary ---------------- in connection with an increase in the Invested Amount of any Investor Certificates issued in a Series with an Invested Amount that may increase or decrease from time to time. Such Investor Certificates are expected to be designated as "“Variable Funding Certificates" ” or "“VFC Certificates"”). The Master ----------------------------- ---------------- Servicer Company may perform a Company Exchange by notifying the Trustee, in writing at least twenty five (205) Business Days in advance (an "“Exchange Notice"”) of the date --------------- upon which the Company Exchange is to occur (an "“Exchange Date"”). Any Exchange ------------- Notice given by the Company shall state the designation of any Series to be issued on the Exchange Date and, with respect to each such Series: (a) its additional or Initial Invested Amount, as the case may be, if any, which in the aggregate at any time may not be greater than the current principal amount of the Company's Exchangeable Company Interest Interest, if any, at such time and (b) its Certificate Rate (or the method for allocating interest payments or other cash flow to such Series), if any. On the Exchange Date, the Trustee shall only (i) authenticate and deliver any Investor Certificates evidencing an increase in the Invested Amount of a Class of Investor Certificates or a newly issued Series and (ii) permit the issuance of any related Subordinated Company Interests, upon delivery by the Company (as agent of the Trust with respect to clause (f) below) to the Trustee of the following (together with the delivery by the Company to the Trustee of any additional agreements, instruments or other documents as are specified in the related Supplement): (a) a Supplement executed by the Master Servicer Company and specifying the Principal Terms of such Series (provided that no such Supplement shall be required for any increase in the Invested Amount of a Class of Investor Certificates, and any related increase in any 53 related Subordinated Company Interests, Certificates unless it is so required by the related Supplement), (b) a Tax Opinion addressed to the Trustee and the Trust, (c) a General Opinion addressed to the Trustee and the Trust, (d) a Responsible Officer's ’s certificate of the Company certifying that all conditions precedent to the authentication and delivery of such Investor Certificates have been satisfied and upon which Responsible Officer's ’s certificate the Trustee may conclusively rely, (e) evidence that the Rating Agency Condition shall have been satisfied after giving effect to the Company Exchange, (f) written instructions of an officer of the Company specifying the amount, Series, Investor Certificates and Certificates, other Interests to be issued with respect to such Company Exchange and the Exchangeable Company Interest following any such Company Exchange and (gf) the applicable Investor Certificates if necessary. Upon delivery of the items listed in clauses (a) through (gf) above and satisfaction of any conditions set forth in any Supplement for an Outstanding Series, the existing Exchangeable Company Interest and the applicable Subordinated Company Interests, as the case may beInterest, shall be deemed adjusted as of such the Exchange Date, and the new Subordinated Company Interests, if any, shall be deemed duly created as of such Exchange Date, in each case Date as provided above. The Trustee shall cause to be kept at the office or agency to be maintained by the Transfer Agent and Registrar in accordance with the provisions of Section 8.16 a register ------------ (the "“Exchange Register"”) in which, subject to such reasonable regulations as ----------------- the Trustee may prescribe, the Transfer Agent and Registrar shall record all Company Exchanges and the amount of the Exchangeable Company Interest following any the such Company Exchange. There is no limit to the number of Company Exchanges that the Company may perform under this Agreement. If the Company shall, on any Exchange Date, retain any Investor Certificates issued on such Exchange Date, it shall, prior to transferring any such Investor Certificates to another Person, obtain a Tax Opinion. Additional restrictions relating to a Company Exchange may be set forth in any Supplement.
(b) Upon any Company Exchange, the Trustee, in accordance with the written directions of the Master Servicer Company, shall issue to the Company under Section 5.01, for execution, as agent of the TrusteeTrust, and redelivery to the ------------ Trustee for authentication under Section 5.02, (i) one or more Investor ------------ Certificates representing an increase in the Invested Amount of an Outstanding Series, or (ii) one or more new Series of Investor Certificates. Any such Investor Certificates shall be substantially in the form specified in the applicable Supplement and each shall bear, upon its face, the designation for such Series to which each such Certificate belongs so selected by the Master ServicerCompany.
(c) In conjunction with a Company Exchange, the parties hereto shall, except as otherwise provided in subsection 5.11(a(a) above, execute a ------------------ Supplement to this Agreement, which shall define, with respect to any additional Investor Certificates or newly issued Series, as the case may be: (i) its name or designation, (ii) its additional or initial principal amount, as the case may be, (or method for calculating such amount), (iii) its Certificate Rate coupon rate (or formula for the determination thereof), (iv) the interest payment date or dates and the date or dates from which interest shall accrue, (v) the method for allocating Collections to Holders, (vi) the names of any accounts or subaccounts to be used by such Series and the terms governing the operation of any such accounts or subaccountsaccounts, (vii) the issue and terms of a letter of credit or other form of Enhancement, if any, with respect thereto, (viii) the terms on which the Certificates of such Series may be repurchased by the Company or may be remarketed to other 54 investors, (ix) the Series Termination Date thereafterDate, (x) any deposit account maintained for the benefit of Holders, (xi) the number of classes of such Series, and if more than one Classclass, the rights and priorities of each such Class, (xii) the rights of the holder of such the Exchangeable Company Interest that have been transferred to the holders of such Series, (xiii) the designation of any Series Accounts or subaccounts and the terms governing the operation of any such Series Accounts or subaccountsAccounts, (xiv) provisions acceptable to the Trustee concerning the payment of the Trustee's ’s fees and expenses and (xv) other relevant terms (all such terms, the "“Principal Terms" ” of such Series). The --------------- Supplement executed in connection with the Company Exchange shall contain administrative provisions which are reasonably acceptable to the Trustee.
(d) The Company shall not transfer, assign, exchange or otherwise dispose of its the Exchangeable Company Interest without delivery of a Tax Opinion. If the Company shall transfer, assign, exchange or otherwise dispose of all or any Subordinated Company Interests without (i) the prior satisfaction portion of the Rating Agency Condition Exchangeable Company Interest in accordance with the preceding sentence, the Transfer Agent and Registrar shall record the transfer, assignment, exchange or other disposition of the Exchangeable Company Interest in the Exchange Register. Any Holder who wishes to transfer, assign, exchange or otherwise dispose of all or any portion of the Exchangeable Company Interest held by it shall deliver instructions and a written instrument of transfer, with sufficient instructions, duly executed by the Holder or his attorney-in-fact duly authorized in writing delivered to the Trustee (ii)unless the Transfer Agent and Registrar is different from the Trustee, in which case to the Transfer Agent and Registrar) and complying with any requirements set forth in the applicable Supplement. No service charge shall be made for any registration of transfer or exchange of all or any portion of the Exchangeable Company Interest, but the Transfer Agent and Registrar may require any Holder that is transferring or exchanging all or any portion of the Exchangeable Company Interest to pay a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of all or any portion of the Exchangeable Company Interest.
(e) Except as specified in any Supplement for a related Series, all Investor Certificates of any Series shall be equally and ratably entitled as provided herein to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Agreement and the applicable Supplement.
Appears in 1 contract
Samples: Pooling Agreement (Bunge LTD)
Exchangeable Company Interest. (a) The Company may decrease the amount of its the Exchangeable Company Interest in exchange for (i) an increase in the Invested Amount of a Class of Investor Certificates of an Outstanding Series and an increase in any related Subordinated Company Interests in connection with an issuance of additional Investor Certificates of such Outstanding Series in accordance with the respective Supplement or (ii) one or more newly issued Series of Investor Certificates and any related newly issued Subordinated Company Interests (any such decrease, decrease a "Company ExchangeCOMPANY EXCHANGE"). (A Company Exchange shall not be necessary ---------------- in connection with an increase in the Invested Amount of any Investor Certificates issued in a Series with an Invested Amount that may increase or decrease from time to time. Such Investor Certificates are expected to be designated as "Variable Funding CertificatesVARIABLE FUNDING CERTIFICATES" or "VFC CertificatesCERTIFICATES"). The Master ----------------------------- ---------------- Servicer Company may perform a Company Exchange by notifying the Trustee, in writing at least twenty (20) five Business Days in advance (an "Exchange NoticeEXCHANGE NOTICE") of the date --------------- upon which the Company Exchange is to occur (an "Exchange DateEXCHANGE DATE"). Any Exchange ------------- Notice given by the Company shall state the designation of any Series to be issued on the Exchange Date and, with respect to each such Series: (a) its additional or Initial Invested Amount, as the case may be, if any, which in the aggregate at any time may not be greater than the current principal amount of the Company's Exchangeable Company Interest Interest, if any, at such time and (b) its Certificate Rate (or the method for allocating interest payments or other cash flow to such Series), if any. On the Exchange Date, the Trustee shall only (i) authenticate and deliver any Investor Certificates evidencing an increase in the Invested Amount of a Class of Investor Certificates or a newly issued Series and (ii) permit the issuance of any related Subordinated Company Interests, upon delivery by the Company (as agent of the Trust with respect to clause (g) below) to the Trustee of the following (together with the delivery by the Company to the Trustee of any additional agreements, instruments or other documents as are specified in the related Supplement): (a) a Supplement executed by the Master Servicer Company and specifying the Principal Terms of such Series (provided PROVIDED that no such Supplement shall be required for any increase in the Invested Amount of a Class of Investor Certificates, and any related increase in any 53 related Subordinated Company Interests, Certificates unless it is so required by the related Supplement), (b) a Tax Opinion addressed to the Trustee and the Trust, (c) a General Opinion addressed to the Trustee and the Trust, (d) a Responsible Officer's certificate of the Company certifying that all conditions precedent to the authentication and delivery of such Investor Certificates have been satisfied and upon which Responsible Officer's certificate the Trustee may conclusively rely, (e) evidence written confirmation from each Rating Agency that the Company Exchange will not result in the Rating Agency Condition shall have been satisfied after giving effect to reducing or withdrawing its rating on the Company ExchangeCommercial Paper or any then Outstanding Series or any Class of any such Outstanding Series rated by it, (f) written instructions of an officer of the Company specifying the amount, Series, Investor Certificates and Certificates, other Interests to be issued with respect to such Company Exchange and the Exchangeable Company Interest following any such Company Exchange and (g) the applicable Investor Certificates if necessary. Upon delivery of the items listed in clauses (a) through (g) above and satisfaction of any conditions set forth in any Supplement for an Outstanding Series, the existing Exchangeable Company Interest and the applicable Subordinated Company Interests, as the case may beInterest, shall be deemed adjusted as of such the Exchange Date, and the new Subordinated Company Interests, if any, shall be deemed duly created as of such Exchange Date, in each case Date as provided above. The Trustee shall cause to be kept at the office or agency to be maintained by the Transfer Agent and Registrar in accordance with the provisions of Section SECTION 8.16 a register ------------ (the "Exchange RegisterEXCHANGE REGISTER") in which, subject to such reasonable regulations as ----------------- the Trustee may prescribe, the Transfer Agent and Registrar shall record all Company Exchanges and the amount of the Exchangeable Company Interest following any the such Company Exchange. There is no limit to the number of Company Exchanges that the Company may perform under this Agreement. If the Company shall, on any Exchange Date, retain any Investor Certificates issued on such Exchange Date, it shall, prior to transferring any such Investor Certificates to another Person, obtain a Tax Opinion. Additional restrictions relating to a Company Exchange may be set forth in any Supplement.
(b) Upon any Company Exchange, the Trustee, in accordance with the written directions of the Master Servicer Company, shall issue to the Company under Section SECTION 5.01, for execution, as agent of the TrusteeTrust, and redelivery to the ------------ Trustee for authentication under Section SECTION 5.02, (i) one or more Investor ------------ Certificates representing an increase in the Invested Amount of an Outstanding Series, or (ii) one or more new Series of Investor Certificates. Any such Investor Certificates shall be substantially in the form specified in the applicable Supplement and each shall bear, upon its face, the designation for such Series to which each such Certificate belongs so selected by the Master ServicerCompany.
(c) In conjunction with a Company Exchange, the parties hereto shall, except as otherwise provided in subsection 5.11(a(a) above, execute a ------------------ Supplement to this Agreement, which shall define, with respect to any additional Investor Certificates or newly issued Series, as the case may be: (i) its name or designation, (ii) its additional or initial principal amount, as the case may be, (or method for calculating such amount), (iii) its Certificate Rate coupon rate (or formula for the determination thereof), (iv) the interest payment date or dates and the date or dates from which interest shall accrue, (v) the method for allocating Collections to Holders, (vi) the names of any accounts or subaccounts to be used by such Series and the terms governing the operation of any such accounts or subaccountsaccounts, (vii) the issue and terms of a letter of credit or other form of Enhancement, if any, with respect thereto, (viii) the terms on which the Certificates of such Series may be repurchased by the Company or may be remarketed to other 54 investors, (ix) the Series Termination Date thereafterDate, (x) any deposit account maintained for the benefit of Holders, (xi) the number of classes of such Series, and if more than one Classclass, the rights and priorities of each such Class, (xii) the rights of the holder of such the Exchangeable Company Interest that have been transferred to the holders of such Series, (xiii) the designation of any Series Accounts or subaccounts and the terms governing the operation of any such Series Accounts or subaccountsAccounts, (xiv) provisions acceptable to the Trustee concerning the payment of the Trustee's fees and expenses and (xv) other relevant terms (all such terms, the "Principal TermsPRINCIPAL TERMS" of such Series). The --------------- Supplement executed in connection with the Company Exchange shall contain administrative provisions which are reasonably acceptable to the Trustee.
(d) The Company shall not transfer, assign, exchange or otherwise dispose of its the Exchangeable Company Interest or any Subordinated Company Interests without (i) the prior satisfaction of the Rating Agency Condition and (ii)
Appears in 1 contract
Samples: Pooling Agreement (Bunge LTD)
Exchangeable Company Interest. (a) The Company may decrease the amount of its the Exchangeable Company Interest in exchange for (i) an increase in the Invested Amount of a Class of Investor Certificates of an Pooling Agreement Outstanding Series and an increase in any related Subordinated Company Interests Interest in connection with an issuance of additional Investor Certificates of such Outstanding Series in accordance with the respective Supplement or (ii) one or more newly issued Series of Investor Certificates and any related newly issued Subordinated Company Interests Interest (a "New Series") (any such decreaseexchange, a "Company Exchange"). (A Company Exchange shall not be necessary ---------------- in connection with an increase in the Invested Amount of any Investor Certificates issued in a Series with an Invested Amount that may increase or decrease from time to time. Such Investor Certificates are expected to be designated as "Variable Funding Certificates" or "VFC Certificates". .) The Master ----------------------------- ---------------- Servicer Company may perform a Company Exchange by notifying the Trustee, in writing at least twenty (20) Business Days three days in advance (an "Exchange Notice") of the date --------------- upon which the Company Exchange is to occur (an "Exchange Date"). Any Exchange ------------- Notice given by the Company shall state the designation of any Series (and/or class, if applicable) to be issued (or supplemented) on the Exchange Date and, with respect to each such Series: Series (and/or class, if applicable): (a) its additional or Initial Invested Amount, as the case may be, if any, which in the aggregate at any time may not be greater than the current principal amount of the Company's Exchangeable Company Interest Interest, if any, at such time and time, (b) its Certificate Rate (or the method for allocating interest payments or other cash flow to such Series), if any, and (c) whether such New Series will be a companion Series to an Outstanding Series (an "Existing Companion Series", together with the New Series, a "Companion Series"). On the Exchange Date, the Trustee shall only (i) authenticate and deliver any Investor Certificates evidencing an increase in the Invested Amount of a Class of Investor Certificates or a newly issued Series and (ii) permit the issuance of any related Subordinated Company InterestsInterest, in each case, only upon delivery by the Company to the Trustee of the following (together with the delivery by the Company to the Trustee of any additional agreements, instruments or other documents as are specified in the related Supplement): (a) a Supplement executed by the Master Servicer Company and specifying the Principal Terms of such Series (provided that no such Supplement shall be required for any increase in the Invested Amount of a Class of Investor Certificates, and any related increase in any 53 the related Subordinated Company InterestsInterest, unless it is so required by the related Supplement), (b) a Tax Opinion addressed to the Trustee and the Trust, (c) a General Opinion addressed to the Trustee and the Trust, (d) a Responsible an Officer's certificate of the Company Certificate certifying that all conditions precedent to the authentication and delivery of such Investor Certificates have been satisfied and upon which Responsible Officer's certificate Certificate the Trustee may conclusively rely, (e) evidence that the Rating Agency Condition shall have been satisfied after giving effect to the Company Exchange, (f) written instructions of an officer of the Company specifying the amount, Series, Investor Certificates and other Interests to be issued with respect to the Company Exchange and (g) the applicable Investor Certificates if necessary. Upon delivery of the items listed in clauses (a) through (g) above and satisfaction of any conditions set forth in any Supplement for an Outstanding Series, the existing Exchangeable Company Interest and the applicable Subordinated Company Interests, as the case may be, shall be deemed adjusted as of such Exchange Date, and the new Subordinated Company Interests, if any, shall be deemed duly created as of such Exchange Date, in each case as provided above. The Trustee shall cause to be kept at the office or agency to be maintained by the Transfer Agent and Registrar in accordance with the provisions of Section 8.16 a register ------------ (the "Exchange Register") in which, subject to such reasonable regulations as ----------------- the Trustee may prescribe, the Transfer Agent and Registrar shall record all Company Exchanges and the amount of the Exchangeable Company Interest following any the Company Exchange. There is no limit to the number of Company Exchanges that the Company may perform under this Pooling Agreement. If the Company shall, on any Exchange Date, retain any Investor Certificates issued on such Exchange Date, it shall, prior to transferring any such Investor Certificates to another Person, obtain a Tax Opinion. Additional restrictions relating to a Company Exchange may be set forth in any Supplement.
(b) Upon any Company Exchange, the Trustee, in accordance with the written directions of the Master Servicer shall issue to the Company under Section 5.01, for execution, as agent of the Trustee, and redelivery to the ------------ Trustee for authentication under Section 5.02, (i) one or more Investor ------------ Certificates representing an increase in the Invested Amount of an Outstanding Series, or (ii) one or more new Series of Investor Certificates. Any such Investor Certificates shall be substantially in the form specified in the applicable Supplement and each shall bear, upon its face, the designation for such Series to which each such Certificate belongs so selected by the Master Servicer.
(c) In conjunction with a Company Exchange, the parties hereto shall, except as otherwise provided in subsection 5.11(a) above, execute a ------------------ Supplement to this Agreement, which shall define, with respect to any additional Investor Certificates or newly issued Series, as the case may be: (i) its name or designation, (ii) its additional or initial principal amount, as the case may be, (or method for calculating such amount), (iii) its Certificate Rate (or formula for the determination thereof), (iv) the interest payment date or dates and the date or dates from which interest shall accrue, (v) the method for allocating Collections to Holders, (vi) the names of any accounts or subaccounts to be used by such Series and the terms governing the operation of any such accounts or subaccounts, (vii) the issue and terms of a letter of credit or other form of Enhancement, if any, with respect thereto, (viii) the terms on which the Certificates of such Series may be repurchased by the Company or may be remarketed to other 54 investors, (ix) the Series Termination Date thereafter, (x) any deposit account maintained for the benefit of Holders, (xi) the number of classes of such Series, and if more than one Class, the rights and priorities of each such Class, (xii) the rights of the holder of such Exchangeable Company Interest that have been transferred to the holders of such Series, (xiii) the designation of any Series Accounts or subaccounts and the terms governing the operation of any such Series Accounts or subaccounts, (xiv) provisions acceptable to the Trustee concerning the payment of the Trustee's fees and expenses and (xv) other relevant terms (all such terms, the "Principal Terms" of such Series). The --------------- Supplement executed in connection with the Company Exchange shall contain administrative provisions which are reasonably acceptable to the Trustee.
(d) The Company shall not transfer, assign, exchange or otherwise dispose of its Exchangeable Company Interest or any Subordinated Company Interests without (i) the prior satisfaction of the Rating Agency Condition and (ii)
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Samples: Pooling Agreement (American Axle & Manufacturing Holdings Inc)