Future Assurances. In the event that a Ratings Collateral Trigger has occurred, the parties here to agree to promptly negotiate an amendment to this Schedule and the Credit Support Annex to make herein or therein any changes required to meet the then current policies of the Rating Agencies concerning counterparties eligible to provide swaps for AAA-rated securities including but not limited to any policies concerning required collateral types, levels and other collateral delivery mechanics. In addition, in the event that DBAG’s credit rating is withdrawn or downgraded below “A-1+” and DBAG has not obtained a Replacement Transaction or a Letter of Credit Transaction, DBAG shall within 30 days of such withdrawal or downgrade and at the expense of DBAG, obtain rating agency confirmation that despite the downgrade or withdrawal, the ratings on the no class of Notes will be withdrawn or lowered. DEUTSCHE BANK AG, NEW YORK BRANCH SLM PRIVATE CREDIT STUDENT LOAN TRUST 2006-A By: Chase Bank USA, National Association not in its individual capacity but in its capacity as Trustee under that certain Amended and Restated Trust Agreement dated as of April 6, 2006 by and among the Trustee, the Indenture Trustee and SLM By: /S/ XXXXXXXX XXXX Funding LLC Name: Xxxxxxxx Xxxx Title: Vice President Date: April 6, 2006 By: /S/ XXXX X. XXXXXX Name: Xxxx X. Xxxxxx Title: Vice President By: /S/ CARLO-XXXXXXX XXXXXX Date: April 6, 2006 Name: Carlo-Xxxxxxx Xxxxxx Title: Director Date: April 6, 2006 (Bilateral Form) (ISDA Agreements Subject to New York Law Only) International Swaps and Derivatives Association, Inc. CREDIT SUPPORT ANNEX to the Schedule to the Master Agreement dated as of April 6, 2006 between SLM PRIVATE CREDIT STUDENT LOAN TRUST 2006-A and DEUTSCHE BANK AG, NEW YORK BRANCH This Annex supplements, forms part of, and is subject to, the above-referenced Agreement, is part of its Schedule and is a Credit Support Document under this Agreement with respect to each party. Accordingly, the parties agree as follows:-
Appears in 1 contract
Samples: Disclosure Agreement (SLM Private Credit Student Loan Trust 2006-A)
Future Assurances. In the event that a Ratings Collateral Trigger has occurred, the parties here to agree to promptly negotiate an amendment to this Schedule and the Credit Support Annex to make herein or therein any changes required to meet the then current policies of the Rating Agencies concerning counterparties eligible to provide swaps for AAA-rated securities including but not limited to any policies concerning required collateral types, levels and other collateral delivery mechanics. In addition, in the event that DBAG’s the credit rating of MLCS’s Credit Support Provider is withdrawn or downgraded below “A-1+” and DBAG MLCS has not obtained a Replacement Transaction or a Letter of Credit Transaction, DBAG MLCS shall within 30 days of such withdrawal or downgrade and at the expense of DBAGMLCS, obtain rating agency confirmation that despite the downgrade or withdrawal, the ratings on the no class of Notes will be withdrawn or lowered. DEUTSCHE BANK AGMXXXXXX LXXXX CAPITAL SERVICES, NEW YORK BRANCH INC. SLM PRIVATE CREDIT STUDENT LOAN TRUST 2006-A C By: Chase Bank USA, National Association not in its individual capacity but in its capacity as Trustee under that certain Amended and Restated Trust Agreement dated as of April 6September 28, 2006 by and among the Trustee, the Indenture Trustee and SLM Funding LLC By: /S/ XXXXXXXX XXXX Funding LLC BXXXX XXXXXXX By: /S/ JXXX X. XXXXXX Name: Xxxxxxxx Xxxx Bxxxx Xxxxxxx Name: Jxxx X. Xxxxxx Title: Vice President Title: Vice President Date: April 6September 28, 2006 By: /S/ XXXX X. XXXXXX Name: Xxxx X. Xxxxxx Title: Vice President By: /S/ CARLO-XXXXXXX XXXXXX Date: April 6September 28, 2006 Name: Carlo-Xxxxxxx Xxxxxx Title: Director Date: April 618 EXHIBIT A GUARANTEE OF MXXXXXX LXXXX & CO. FOR VALUE RECEIVED, 2006 receipt of which is hereby acknowledged, MXXXXXX LXXXX & CO., INC., a corporation duly organized and existing under the laws of the State of Delaware (Bilateral Form) (ISDA Agreements Subject “ML & Co.”), hereby unconditionally guarantees to New York Law Only) International Swaps and Derivatives Association, Inc. CREDIT SUPPORT ANNEX to the Schedule to the Master Agreement dated as of April 6, 2006 between SLM PRIVATE CREDIT STUDENT LOAN TRUST 2006-A C (the “Trust”), the due and DEUTSCHE BANK AGpunctual payment of any and all amounts payable by MXXXXXX LXXXX CAPITAL SERVICES, NEW YORK BRANCH INC., a corporation organized under the laws of the State of Delaware (“MLCS”), its successors and permitted assigns, to the extent such successors or permitted assigns are direct or indirect subsidiaries of ML & Co., under the terms of the Master Agreement between the Trust and MLCS, dated as of September 28, 2006 (the “Agreement”), including, in case of default, interest on any amount due, when and as the same shall become due and payable, whether on the scheduled payment dates, at maturity, upon declaration of termination or otherwise, according to the terms thereof. In case of the failure of MLCS punctually to make any such payment, ML & Co. hereby agrees to make such payment, or cause such payment to be made, promptly upon demand made by the Trust to ML & Co.; provided, however that delay by the Trust in giving such demand shall in no event affect ML & Co.’s obligations under this Guarantee. This Annex supplementsGuarantee shall remain in full force and effect or shall be reinstated (as the case may be) if at any time any payment guaranteed hereunder, forms part ofin whole or in part, is rescinded or must otherwise be returned by the Trust upon the insolvency, bankruptcy or reorganization of MLCS or otherwise, all as though such payment had not been made. This Guarantee shall be one of payment and not collection. ML & Co. hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Agreement; the absence of any action to enforce the same; any waiver or consent by the Trust concerning any provisions thereof; the rendering of any judgment against MLCS or any action to enforce the same; or any other circumstances that might otherwise constitute a legal or equitable discharge of a guarantor or a defense of a guarantor. ML & Co. covenants that this guarantee will not be discharged except by complete payment of the amounts payable under the Agreement. This Guarantee shall continue to be effective if MLCS merges or consolidates with or into another entity, loses its separate legal identity or ceases to exist. ML & Co. hereby waives diligence; presentment; protest; notice of protest, acceleration, and is subject todishonor; filing of claims with a court in the event of insolvency or bankruptcy of MLCS; all demands whatsoever, except as noted in the first paragraph hereof; and any right to require a proceeding first against MLCS. ML & Co. hereby certifies and warrants that this Guarantee constitutes the valid obligation of ML & Co. and complies with all applicable laws. This Guarantee shall be governed by, and construed in accordance with, the above-referenced laws of the State of New York. This Guarantee may be terminated at any time by notice by ML & Co. to the Trust given in accordance with the notice provisions of the Agreement, is part effective upon receipt of its Schedule such notice by the Trust or such later date as may be specified in such notice; provided, however, that this Guarantee shall continue in full force and is a Credit Support Document under this Agreement effect, and shall be irrevocable, with respect to each partyany payment obligation of MLCS under the Agreement entered into prior to the effectiveness of such notice of termination. AccordinglyThis Guarantee becomes effective concurrent with the effectiveness of the Agreement, the parties agree as follows:-according to its terms.
Appears in 1 contract
Samples: Disclosure Agreement (SLM Private Credit Student Loan Trust 2006-C)
Future Assurances. In the event that a Ratings Collateral Delivery Trigger has occurred, the parties here to agree to promptly negotiate an amendment to this Schedule and the Credit Support Annex to make herein or therein any changes required to meet the then current policies of the Rating Agencies concerning counterparties eligible to provide swaps for AAA-rated securities including but not limited to any policies concerning required collateral types, levels and other collateral delivery mechanics. In addition, in the event that DBAG’s credit rating is withdrawn or downgraded below “A-1+” and DBAG has not obtained a Replacement Transaction or a Letter of Credit Transaction, DBAG shall within 30 days of such withdrawal or downgrade and at the expense of DBAG, obtain rating agency confirmation that despite the downgrade or withdrawal, the ratings on the no class of Notes will be withdrawn or lowered. DEUTSCHE BANK AG, NEW YORK BRANCH CREDIT SUISSE INTERNATIONAL SLM PRIVATE CREDIT STUDENT LOAN TRUST 2006-A 4 By: Chase Bank USA, National Association not in its individual capacity but in its capacity as Trustee under that certain Amended and Restated Trust Agreement dated as of April 620, 2006 by and among the Trustee, the Indenture Trustee and SLM Funding LLC By: /S/ XXXXXXXX XXXX Funding LLC XXXXX X. XXXXXXXXXXX Name: Xxxxxxxx Xxxx Xxxxx X. Xxxxxxxxxxx Title: Vice President Authorized Signatory Date: April 620, 2006 By: /S/ XXXX X. XXXXXX Name: Xxxx X. Xxxxxx Title: Vice President Date: April 20, 2006 By: /S/ CARLO-XXXXXXX XXXXXX XXXXX XXXXX Name: Xxxxx Xxxxx Title: Authorized Signatory Date: April 6, 2006 Name: Carlo-Xxxxxxx Xxxxxx Title: Director Date: April 620, 2006 (Bilateral Form) (ISDA Agreements Subject to New York Law Only) ISDA® International Swaps and Derivatives Association, Inc. CREDIT SUPPORT ANNEX to the Schedule to the Master Agreement dated as of April 620, 2006 between SLM PRIVATE CREDIT STUDENT LOAN TRUST 2006-A 4 and DEUTSCHE BANK AG, NEW YORK BRANCH CREDIT SUISSE INTERNATIONAL This Annex supplements, forms part of, and is subject to, the above-referenced Agreement, is part of its Schedule and is a Credit Support Document under this Agreement with respect to each party. Accordingly, the parties agree as follows:-
Appears in 1 contract
Future Assurances. In the event that a Ratings Collateral Delivery Trigger has occurred, the parties here to agree to promptly negotiate an amendment to this Schedule and the Credit Support Annex to make herein or therein any changes required to meet the then current policies of the Rating Agencies concerning counterparties eligible to provide swaps for AAA-rated securities including but not limited to any policies concerning required collateral types, levels and other collateral delivery mechanics. In addition, in the event that DBAG’s credit rating is withdrawn or downgraded below “A-1+” and DBAG has not obtained a Replacement Transaction or a Letter of Credit Transaction, DBAG shall within 30 days of such withdrawal or downgrade and at the expense of DBAG, obtain rating agency confirmation that despite the downgrade or withdrawal, the ratings on the no class of Notes will be withdrawn or lowered. DEUTSCHE BANK AG, NEW YORK BRANCH BNP PARIBAS SLM PRIVATE CREDIT STUDENT LOAN TRUST 2006-A 4 By: Chase Bank USA, National Association not in its individual capacity but in its capacity as Trustee under that certain Amended and Restated Trust Agreement dated as of April 620, 2006 by and among the Trustee, the Indenture Trustee and SLM Funding LLC By: /S/ XXXXXXXX XXXX Funding LLC XXXXXXX MASK Name: Xxxxxxxx Xxxx Xxxxxxx Mask Title: Vice President Authorized Signatory Date: April 620, 2006 By: /S/ XXXX X. XXXXXX Name: Xxxx X. Xxxxxx Title: Vice President Date: April 20, 2006 By: /S/ CARLO-XXXXXXX XXXXXX XXXXX XXXXXXXX Name: Xxxxx Xxxxxxxx Title: Authorized Signatory Date: April 6, 2006 Name: Carlo-Xxxxxxx Xxxxxx Title: Director Date: April 620, 2006 (Bilateral Form) (ISDA Agreements Subject to New York Law Only) ISDA® International Swaps and Derivatives Association, Inc. CREDIT SUPPORT ANNEX to the Schedule to the Master Agreement dated as of April 620, 2006 between SLM PRIVATE CREDIT STUDENT LOAN TRUST 2006-A 4 and DEUTSCHE BANK AG, NEW YORK BRANCH BNP PARIBAS This Annex supplements, forms part of, and is subject to, the above-referenced Agreement, is part of its Schedule and is a Credit Support Document under this Agreement with respect to each party. Accordingly, the parties agree as follows:-
Appears in 1 contract
Future Assurances. In the event that a Ratings Collateral Trigger has occurred, the parties here to agree to promptly negotiate an amendment to this Schedule and the Credit Support Annex to make herein or therein any changes required to meet the then current policies of the Rating Agencies concerning counterparties eligible to provide swaps for AAA-rated securities including but not limited to any policies concerning required collateral types, levels and other collateral delivery mechanics. In addition, in the event that DBAG’s credit rating is withdrawn or downgraded below “A-1+” and DBAG has not obtained a Replacement Transaction or a Letter of Credit Transaction, DBAG shall within 30 days of such withdrawal or downgrade and at the expense of DBAG, obtain rating agency confirmation that despite the downgrade or withdrawal, the ratings on the no class of Notes will be withdrawn or lowered. DEUTSCHE BANK AG, NEW YORK BRANCH SLM PRIVATE CREDIT STUDENT LOAN TRUST 2006-A B By: Chase Bank USA, National Association not in its individual capacity but in its capacity as Trustee under that certain Amended and Restated Trust Agreement dated as of April 6June 8, 2006 by and among the Trustee, the Indenture Trustee and SLM Funding LLC By: /S/ XXXXXXXX XXXX Funding LLC XXXXXX XXXXXXX Name: Xxxxxxxx Xxxx Xxxxxx Xxxxxxx Title: Vice President Director Date: April 6June 8, 2006 By: /S/ XXXX X. XXXXXX Name: Xxxx X. Xxxxxx Title: Vice President Date: June 8, 2006 By: /S/ CARLO-XXXXXXX XXXXXX XXXXXXXX XXXX Name: Xxxxxxxx Xxxx Title: Vice President Date: April 6, 2006 Name: Carlo-Xxxxxxx Xxxxxx Title: Director Date: April 6June 8, 2006 (Bilateral Form) (ISDA Agreements Subject to New York Law Only) ISDA® International Swaps and Derivatives Association, Inc. CREDIT SUPPORT ANNEX to the Schedule to the Master Agreement dated as of April 6June 8, 2006 between SLM PRIVATE CREDIT STUDENT LOAN TRUST 2006-A B and DEUTSCHE BANK AG, NEW YORK BRANCH This Annex supplements, forms part of, and is subject to, the above-referenced Agreement, is part of its Schedule and is a Credit Support Document under this Agreement with respect to each party. Accordingly, the parties agree as follows:-
Appears in 1 contract
Samples: Disclosure Agreement (SLM Private Credit Student Loan Trust 2006-B)
Future Assurances. In the event that a Ratings Collateral Trigger has occurred, Each of the parties here hereto will from time to agree time execute and deliver all such further documents and instruments and do all acts and things as the other party may, either before or after the Closing, reasonably require to promptly negotiate an amendment effectively carry out or better evidence or perfect the full intent and meaning of this Agreement. SUBSCRIBER HEREBY DECLARES AND AFFIRMS THAT IT HAS READ THE WITHIN AND FOREGOING SUBSCRIPTION AGREEMENT, IS FAMILIAR WITH THE CONTENTS THEREOF AND AGREES TO ABIDE BY THE TERMS AND CONDITIONS THEREIN SET FORTH, AND KNOWS THE STATEMENTS THEREIN TO BE TRUE AND CORRECT. Chilco River Holdings, Inc. Convertible Debenture -- Subscription Agreement ****** IN WITNESS WHEREOF, Subscriber executed this Agreement this 19 day of April, 2007. SUBSCRIBER: By:* /s/ Shi-Xxx Xx Title: Registration and Delivery Instructions: Xxxxx Xxxx Investment Management Limited 0/X Xxxxxxx Xxxxxxx 00 (Xxxxxxx) Xxx Xx Xxxxxx, Xxxxx Xxxxx, Xxxx Xxxx * By the foregoing signature, I hereby certify to Chilco River Holdings, Inc. that I am duly empowered and authorized to provide the foregoing information. This Subscription Agreement is hereby accepted by the Company this Schedule _____ day of ______________________________, 2007. Chilco River Holdings, Inc. By: Title: Chilco River Holdings, Inc. Convertible Debenture -- Subscription Agreement Exhibit A Form of Convertible Debenture Chilco River Holdings, Inc. Convertible Debenture -- Subscription Agreement Exhibit B U.S. ACCREDITED INVESTOR CERTIFICATE TO: CHILCO RIVER HOLDINGS, INC. The undersigned understands and agrees that the Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or applicable state securities laws, and the Credit Support Annex Securities are being offered and sold to make herein or therein any changes required to meet the then current policies undersigned in reliance upon Rule 506 of Regulation D under the Rating Agencies concerning counterparties eligible to provide swaps for AAA-rated securities including but not limited to any policies concerning required collateral types, levels U.S. Securities Act. Capitalized terms used in this Exhibit D and other collateral delivery mechanics. In addition, defined in the event Agreement to which the Exhibit B is attached have the meaning defined in the Subscription Agreement unless otherwise defined herein. The undersigned (the “Subscriber”) acknowledges, represents, warrants and covenants (which acknowledgements, representations, warranties and covenants shall survive the Closing) to Chilco (and acknowledges that DBAG’s credit rating Chilco is withdrawn or downgraded below “A-1+” and DBAG has not obtained a Replacement Transaction or a Letter of Credit Transaction, DBAG shall within 30 days of such withdrawal or downgrade and at the expense of DBAG, obtain rating agency confirmation that despite the downgrade or withdrawal, the ratings on the no class of Notes will be withdrawn or lowered. DEUTSCHE BANK AG, NEW YORK BRANCH SLM PRIVATE CREDIT STUDENT LOAN TRUST 2006-A By: Chase Bank USA, National Association not in its individual capacity but in its capacity as Trustee under that certain Amended and Restated Trust Agreement dated as of April 6, 2006 by and among the Trustee, the Indenture Trustee and SLM By: /S/ XXXXXXXX XXXX Funding LLC Name: Xxxxxxxx Xxxx Title: Vice President Date: April 6, 2006 By: /S/ XXXX X. XXXXXX Name: Xxxx X. Xxxxxx Title: Vice President By: /S/ CARLO-XXXXXXX XXXXXX Date: April 6, 2006 Name: Carlo-Xxxxxxx Xxxxxx Title: Director Date: April 6, 2006 (Bilateral Formrelying thereon) (ISDA Agreements Subject to New York Law Only) International Swaps and Derivatives Association, Inc. CREDIT SUPPORT ANNEX to the Schedule to the Master Agreement dated as of April 6, 2006 between SLM PRIVATE CREDIT STUDENT LOAN TRUST 2006-A and DEUTSCHE BANK AG, NEW YORK BRANCH This Annex supplements, forms part of, and is subject to, the above-referenced Agreement, is part of its Schedule and is a Credit Support Document under this Agreement with respect to each party. Accordingly, the parties agree as follows:-that:
Appears in 1 contract
