General Title. General Limitations; Issuable in Series; Terms of a Series, Class or Tranche. (a) The aggregate stated principal amount of Notes which may be authenticated and delivered and Outstanding under this Indenture is not limited. (b) The Notes may be issued in one or more series, classes or tranches up to an aggregate stated principal amount of Notes as from time to time may be authorized by the Issuer. All Notes of each series, class or tranche under this Indenture will in all respects be equally and ratably entitled to the benefits hereof with respect to such series, class or tranche without preference, priority or distinction on account of the actual time of the authentication and delivery or Expected Principal Payment Date or Legal Maturity Date of the Notes of such series, class or tranche, except as specified in the applicable terms document for such series, class or tranche. (c) Each Note issued must be assigned to a group of Notes for purposes of allocations pursuant to Article V. On the date of this Indenture, a single group of Notes identified as "Group 1" has been established for allocation purposes in Article V. Additional groups may be established from time to time pursuant to supplemental indentures. (d) Each Note issued must be part of a series, class and tranche of Notes for purposes of allocations pursuant to Article V. A series, class or tranche of Notes is created pursuant to an Issuer Certificate or a supplemental indenture. (e) Each series of Notes may, but need not be, subdivided into multiple classes. This Indenture provides for up to three classes of Notes: Class A, Class B and Class C. As specified in Article V, Notes belonging to Class A in any series are entitled to specified payment priorities over Class B and Class C Notes in that series. Notes belonging to Class B in any series are entitled to specified payment priorities over Class C Notes in that series. Class C Notes have the benefit of the Class C Reserve Account. The applicable terms document may provide for more or different classes of Notes. (f) Notes of a single series that belong to separate classes in that series belong to separate tranches on the basis of the difference in class membership. (g) Each class of Notes may consist of a single tranche or may be subdivided into multiple tranches. Notes of a single class of a series will belong to different tranches if they have different terms and conditions. With respect to any class of Notes, Notes which have identical terms, conditions and tranche designation will be deemed to be part of a single tranche. (h) Each series, class or tranche of Notes will be created either by or pursuant to an Issuer Certificate or a supplemental indenture. The Notes of each such series, class or tranche may have such Expected Principal Payment Date or Dates or Legal Maturity Date or Dates, be issuable at such premium over or discount from their face value, bear interest at such rate or rates (which may be fixed or floating), from such date or dates, payable in such installments and on such dates and at such place or places to the Holders of Notes registered as such on such Record Dates, or may bear no interest, and have such terms, all as will be provided for in or pursuant to the applicable terms document. There may also be established in or pursuant to an Issuer Certificate or a supplemental indenture before the issuance of Notes of each such series, class or tranche, provision for: (i) the series designation and, if such series will be part of a group of series for purposes of allocations and reallocations of Principal Collections and/or Finance Charge Collections, the manner and extent to which each series in the group will be subject to allocations and reallocations; (ii) the stated principal amount of the Notes and whether they are Class A Notes, Class B Notes or Class C Notes or a tranche of any of these classes; (iii) the Required Subordinated Amount (if any) for such class or tranche of Notes; (iv) the currency or currencies in which the Notes of such series, class or tranche will be denominated and in which payments of principal of, and interest on, such Notes will or may be payable; (v) if the principal of or interest, if any, on the Notes of such series, class or tranche are to be payable, at the election of the Issuer or a Holder thereof, in a currency or currencies other than that in which the Notes are stated to be payable, the period or periods within which, and the terms and conditions upon which, such election may be made; (vi) if the amount of payments of principal of or interest, if any, on the Notes of such series, class or tranche may be determined with reference to an index based on (A) a currency or currencies other than that in which the Notes are stated to be payable, (B) changes in the prices of one or more other securities or groups or indexes of securities or (C) changes in the prices of one or more commodities or groups or indexes of commodities, or any combination of the foregoing, the manner in which such amounts will be determined; (vii) the price or prices at which the Notes of such series, class or tranche will be issued; (viii) the Expected Principal Payment Date (which will not be later than two years before the Termination Date (as defined in the Series 2000 Supplement) of the Collateral Certificate) and Legal Maturity Date (which will not be later than the Termination Date (as defined in the Series 2000 Supplement) of the Collateral Certificate) of the Notes of such series, class or tranche; (ix) the times at which the Notes of such series, class or tranche may, pursuant to any optional or mandatory redemption provisions, be redeemed, and the other terms and provisions of any such redemption provisions; (x) the rate per annum at which the Notes of such series, class or tranche will bear interest, if any, or the formula or index on which such rate will be determined, including all relevant definitions, and the date from which interest will accrue; (xi) the Interest Payment Dates, if any, for such Notes; (xii) if such Notes are to be Discount Notes or foreign currency Notes, the Initial Dollar Principal Amount of such Notes, and the means for calculating the Outstanding Dollar Principal Amount of such Notes; (xiii) whether or not application will be made to list such Notes of such series, class or tranche on any securities exchange; (xiv) any Event of Default or Early Redemption Event with respect to the Notes of such series, class or tranche, if not set forth herein and any additions, deletions or other changes to the Events of Default or Early Redemption Events set forth herein that will be applicable to the Notes of such series, class or tranche (including a provision making any Event of Default or Early Redemption Event set forth herein inapplicable to the Notes of that series, class or tranche); (xv) the appointment by the Trustee of an Authenticating Agent in one or more places other than the location of the office of the Trustee with power to act on behalf of the Trustee and subject to its direction in the authentication and delivery of the Notes of such series, class or tranche in connection with such transactions as will be specified in the provisions of this Indenture or in or pursuant to the applicable terms document creating such series, class or tranche; (xvi) if the Notes of such series, class or tranche will be issued in whole or in part in the form of a Global Note or Global Notes, the terms and conditions, if any, upon which such Global Note or Global Notes may be exchanged in whole or in part for other individual Notes; and the Depository for such Global Note or Global Notes (if other than the Depository specified in Section 101); (xvii) the subordination of the Notes of such series, class or tranche to any other indebtedness of the Issuer, including without limitation, the Notes of any other series, class or tranche; (xviii) if the Notes of such series, class or tranche are to have the benefit of any Derivative Agreement, the terms and provisions of such agreement; (xix) the Record Date for any Payment Date of the Notes of such series, class or tranche, if different from the last day of the month before the related Payment Date; (xx) the Controlled Accumulation Amount (if any) of such class or tranche; (xxi) whether or not the Nominal Liquidation Amount of such series, class or tranche belongs to the portion of the Collateral Certificate constituting an Excluded Series under the Series 2000 Supplement; and (xxii) any other terms of such series, class or tranche, which will not be inconsistent with the provisions of this Indenture; all upon such terms as may be determined in or pursuant to an Issuer Certificate or a supplemental indenture with respect to such series, class or tranche. (i) The form of the Notes of each series, class or tranche will be established pursuant to the provisions of this Indenture in or pursuant to an Issuer Certificate or a supplemental indenture creating such series, class or tranche. The Notes of each series, class or tranche will be distinguished from the Notes of each other series, class or tranche in such manner, reasonably satisfactory to the Trustee, as the Issuer may determine. (j) The Notes of any series, class or tranche will be issued as Registered Notes, without coupons, or as Bearer Notes, with or without coupons. (k) Any terms or provisions in respect of the Notes of any series, class or tranche issued under this Indenture may be determined pursuant to this Section by providing in the applicable terms document for the method by which such terms or provisions will be determined.
Appears in 1 contract
General Title. General LimitationsGENERAL LIMITATIONS; Issuable in SeriesISSUABLE IN SERIES; Terms of a Series, Class or TrancheTERMS OF A SERIES OR CLASS.
(a) The aggregate stated principal amount Stated Principal Amount of Notes which may be authenticated and delivered and Outstanding under this Indenture is not limited.
(b) The Notes may be issued in one or more series, series or classes or tranches up to an aggregate stated principal amount Stated Principal Amount of Notes as from time to time may be authorized by the Issuer. All Notes of each series, series or class or tranche under this Indenture will in all respects be equally and ratably entitled to the benefits hereof with respect to such series, series or class or tranche without preference, priority or distinction on account of the actual time of the authentication and delivery or the Expected Principal Payment Date or Legal Final Maturity Date of the Notes of such series, class series or trancheclass, except as specified in the applicable terms document Indenture Supplement for such series, class series or trancheclass.
(c) Each Note issued must be assigned to part of a group series or class of Notes for purposes of allocations pursuant to Article V. On the date of this Indenture, a single group of Notes identified as "Group 1" has been established for allocation purposes in Article V. Additional groups may be established from time to time pursuant to supplemental indentures.
(d) Each Note issued must be part of a series, class and tranche of Notes for purposes of allocations pursuant to Article ARTICLE V. A series, class or tranche series of Notes is created pursuant to an Issuer Certificate or a supplemental indentureIndenture Supplement. A class of Notes of that series is created pursuant to such Indenture Supplement.
(ed) Each series of Notes may, but need not be, subdivided into multiple classes. This Indenture provides for up Unless the context otherwise requires, references herein to three classes a class of Notes: Class A, Class B and Class C. As specified in Article V, Notes include a series of Notes that has not been subdivided into multiple classes. Notes belonging to Class A a class in any series are may be entitled to specified payment priorities over Class B and Class C other classes of Notes in that series. Notes belonging to Class B in any series are entitled to specified payment priorities over Class C Notes in that series. Class C Notes have the benefit of the Class C Reserve Account. The applicable terms document may provide for more or different classes of Notes.
(fe) Notes of a single series that belong to separate classes in that series belong to separate tranches on the basis of the difference in class membership.
(g) Each class of Notes may consist of a single tranche or may be subdivided into multiple tranches. Notes of a single class of a series will belong to different tranches if they have different terms and conditions. With respect to any class of Notes, Notes which have identical terms, conditions and tranche designation will be deemed to be part of a single tranche.
(h) Each series, class or tranche of Notes will be created either by or pursuant to an Issuer Certificate or a supplemental indenture. The Notes of each such series, class or tranche may have such Expected Principal Payment Date or Dates or Legal Maturity Date or Dates, be issuable at such premium over or discount from their face value, bear interest at such rate or rates (which may be fixed or floating), from such date or dates, payable in such installments and on such dates and at such place or places to the Holders of Notes registered as such on such Record Dates, or may bear no interest, and have such terms, all as will be provided for in or pursuant to the applicable terms document. There may shall also be established in or pursuant to an Indenture Supplement or pursuant to an Issuer Certificate or a supplemental indenture terms document related to the applicable Indenture Supplement before the initial issuance of Notes of each such series, class series or trancheclass, provision for:
(i) the series designation and, if such series will be part of a group of series for purposes of allocations and reallocations of Principal Collections and/or Finance Charge Collections, the manner and extent to which each series in the group will be subject to allocations and reallocationsdesignation;
(ii) the stated principal amount Stated Principal Amount of the Notes and whether they are Class A Notes, Class B Notes or Class C Notes or a tranche of any of these classes;
(iii) the Required Subordinated Amount (if any) for whether such Notes are of a particular class or tranche of Notes;
(iv) the currency or currencies in which the such Notes of such series, class or tranche will be denominated and in which payments of principal of, and interest on, such Notes will or may be payable;
(v) if the principal of or interest, if any, on the such Notes of such series, class or tranche are to be payable, at the election of the Issuer or a Holder thereof, in a currency or currencies other than that in which the Notes are stated to be payable, the period or periods within which, and the terms and conditions upon which, such election may be made;
(vi) if the amount of payments of principal of or interest, if any, on the such Notes of such series, class or tranche may be determined with reference to an index based on (A) a currency or currencies other than that in which the Notes are stated to be payable, (B) changes in the prices of one or more other securities or groups or indexes of securities or (C) changes in the prices of one or more commodities or groups or indexes of commodities, or any combination of the foregoing, the manner in which such amounts will be determined;
(vii) the price or prices at which the Notes of such series, class or tranche will be issued;
(viii) the Expected Principal Payment Date (which will not be later than two years before the Termination Date (as defined in the Series 2000 Supplement) of the Collateral Certificate) and Legal Maturity Date (which will not be later than the Termination Date (as defined in the Series 2000 Supplement) of the Collateral Certificate) of the Notes of such series, class or tranche;
(ix) the times at which the such Notes of such series, class or tranche may, pursuant to any optional or mandatory redemption provisions, be redeemed, and the other terms and provisions of any such redemption provisions;
(xix) the rate per annum at which the such Notes of such series, class or tranche will bear interest, if any, or the formula or index on which such rate will be determined, including all relevant definitions, and the date from which interest will accrue;
(xix) the Interest each Transfer Date, Payment DatesDate, if any, Expected Principal Payment Date and Legal Final Maturity Date for such Notes;
(xiixi) if such Notes are to be Discount Notes or foreign currency Notes, the Initial Dollar Principal Amount of such Notes, and the means for calculating the Outstanding Dollar Principal Amount of such Notes;
(xiiixii) whether or not application will be made to list such Notes of such series, class or tranche on any securities exchange;
(xivxiii) any Event Events of Default or Early Redemption Event Events with respect to the Notes of such series, class or trancheNotes, if not set forth herein and any additions, deletions or other changes to the Events of Default or Early Redemption Events set forth herein that will be applicable to the such Notes of such series, class or tranche (including a provision making any Event of Default or Early Redemption Event set forth herein inapplicable to the Notes of that series, class series or trancheclass);
(xvxiv) the appointment by the Indenture Trustee of an Authenticating Agent in one or more places other than the location of the office of the Indenture Trustee with power to act on behalf of the Indenture Trustee and subject to its direction in the authentication and delivery of the such Notes of such series, class or tranche in connection with such transactions as will be specified in the provisions of this Indenture or in or pursuant to the applicable terms document Indenture Supplement creating such series, class series or trancheclass;
(xvixv) if the such Notes of such series, class or tranche will be issued in whole or in part in the form of a Global Note or Global Notes, the terms and conditions, if any, upon which such Global Note or Global Notes may be exchanged in whole or in part for other individual Notes; and the Depository for such Global Note or Global Notes (if other than the Depository specified in Section 101SECTION 1.01);
(xviixvi) the subordination of the such Notes of such series, class or tranche to any other indebtedness of the Issuer, including without limitation, the Notes of any other series, class series or trancheclass;
(xviiixvii) if the such Notes of such series, class or tranche are to have the benefit of any Derivative Enhancement Agreement, the terms and provisions of such agreementEnhancement Agreement;
(xixxviii) the Note Record Date for any Payment Date of the Notes of such series, class or trancheNotes, if different from (a) the last day of the calendar month ending prior to that Transfer Date, if such Notes are in definitive form, or (b) the day before the related Payment Transfer Date, if such Notes are in book-entry form;
(xix) the controlled accumulation amount, if any, the controlled amortization amount, if any, or other principal amortization amount, if any, scheduled for such Notes;
(xx) the Controlled Accumulation Amount (Overcollateralization Amount, if any) , for such series or class of such class or tranche;
(xxi) whether or not the Nominal Liquidation Amount of such series, class or tranche belongs to the portion of the Collateral Certificate constituting an Excluded Series under the Series 2000 SupplementNotes; and
(xxiixxi) any other terms of such series, class or tranche, which will not be inconsistent with the provisions of this IndentureNotes; all upon such terms as may be determined in or pursuant to an Issuer Certificate or a supplemental indenture Indenture Supplement with respect to such series, class series or trancheclass.
(if) The form of the Notes of each series, series or class or tranche will be established pursuant to the provisions of this Indenture in or pursuant to an Issuer Certificate or a supplemental indenture and the related Indenture Supplement creating such series, class series or trancheclass. The Notes of each series, series or class or tranche will be distinguished from the Notes of each other series, series or class or tranche in such manner, reasonably satisfactory to the Indenture Trustee, as the Issuer may determine.
(jg) The Unless otherwise provided with respect to Notes of a particular series or class, the Notes of any series, particular series or class or tranche will be issued as Registered Notesin registered form, without coupons, or as Bearer Notes, with or without coupons.
(kh) Any terms or provisions in respect of the Notes of any series, series or class or tranche issued under this Indenture may be determined pursuant to this Section by providing in the applicable terms document Indenture Supplement for the method by which such terms or provisions will be determined.
(i) The Notes of each series or class may have such Expected Principal Payment Date or Dates or Legal Final Maturity Date or Dates, be issuable at such premium over or discount from their face value, bear interest at such rate or rates (which may be fixed or floating), from such date or dates, payable in such installments and on such dates and at such place or places to the Holders of Notes registered as such on such Note Record Dates, or may bear no interest, and have such terms, all as will be provided for in or pursuant to the applicable Indenture Supplement.
Appears in 1 contract
Samples: Indenture (Navistar Financial Dealer Note Master Trust)
General Title. General Limitations; Issuable in Series; Terms of a Series, Class or Tranche.
(a) The aggregate stated principal amount of Notes which may be authenticated and delivered and Outstanding under this Indenture is not limited.
(b) The Notes may be issued in one or more series, classes or tranches up to an aggregate stated principal amount of Notes as from time to time may be authorized by the Issuer. All Notes of each series, class or tranche under this Indenture will in all respects be equally and ratably entitled to the benefits hereof with respect to such series, class or tranche without preference, priority or distinction on account of the actual time of the authentication and delivery or Expected Principal Payment Date or Legal Maturity Date of the Notes of such series, class or tranche, except as specified in the applicable terms document for such series, class or tranche.
(c) Each Note issued must be assigned to a group of Notes for purposes of allocations pursuant to Article V. On the date of this Indenture, a single group of Notes identified as "Group 1" has been established for allocation purposes in Article V. Additional groups may be established from time to time pursuant to supplemental indentures.
(d) Each Note issued must be part of a series, class and tranche of Notes for purposes of allocations pursuant to Article V. A series, class or tranche of Notes is created pursuant to an Issuer Certificate or a supplemental indenture.
(e) Each series of Notes may, but need not be, subdivided into multiple classes. This Indenture provides for up to three classes of Notes: Class A, Class B and Class C. As specified in Article V, Notes belonging to Class A in any series are entitled to specified payment priorities over Class B and Class C Notes in that series. Notes belonging to Class B in any series are entitled to specified payment priorities over Class C Notes in that series. Class C Notes have the benefit of the Class C Reserve Account. The applicable terms document may provide for more or different classes of Notes.
(f) Notes of a single series that belong to separate classes in that series belong to separate tranches on the basis of the difference in class membership.
(g) Each class of Notes may consist of a single tranche or may be subdivided into multiple tranches. Notes of a single class of a series will belong to different tranches if they have different terms and conditions. With respect to any class of Notes, Notes which have identical terms, conditions and tranche designation will be deemed to be part of a single tranche.
(h) Each series, class or tranche of Notes will be created either by or pursuant to an Issuer Certificate or a supplemental indenture. The Notes of each such series, class or tranche may have such Expected Principal Payment Date or Dates or Legal Maturity Date or Dates, be issuable at such premium over or discount from their face value, bear interest at such rate or rates (which may be fixed or floating), from such date or dates, payable in such installments and on such dates and at such place or places to the Holders of Notes registered as such on such Record Dates, or may bear no interest, and have such terms, all as will be provided for in or pursuant to the applicable terms document. There may also be established in or pursuant to an Issuer Certificate or a supplemental indenture before the issuance of Notes of each such series, class or tranche, provision for:
(i) the series designation and, if such series will be part of a group of series for purposes of allocations and reallocations of Principal Collections and/or Finance Charge Collections, the manner and extent to which each series in the group will be subject to allocations and reallocations;
(ii) the stated principal amount of the Notes and whether they are Class A Notes, Class B Notes or Class C Notes or a tranche of any of these classes;
(iii) the Required Subordinated Amount (if any) for such class or tranche of Notes;
(iv) the currency or currencies in which the Notes of such series, class or tranche will be denominated and in which payments of principal of, and interest on, such Notes will or may be payable;
(v) if the principal of or interest, if any, on the Notes of such series, class or tranche are to be payable, at the election of the Issuer or a Holder thereof, in a currency or currencies other than that in which the Notes are stated to be payable, the period or periods within which, and the terms and conditions upon which, such election may be made;
(vi) if the amount of payments of principal of or interest, if any, on the Notes of such series, class or tranche may be determined with reference to an index based on (A) a currency or currencies other than that in which the Notes are stated to be payable, (B) changes in the prices of one or more other securities or groups or indexes of securities or (C) changes in the prices of one or more commodities or groups or indexes of commodities, or any combination of the foregoing, the manner in which such amounts will be determined;
(vii) the price or prices at which the Notes of such series, class or tranche will be issued;
(viii) the Expected Principal Payment Date (which will not be later than two years before the Termination Date (as defined in the Series 2000 Supplement) of the Collateral Certificate) and Legal Maturity Date (which will not be later than the Termination Date (as defined in the Series 2000 Supplement) of the Collateral Certificate) of the Notes of such series, class or tranche;
(ix) the times at which the Notes of such series, class or tranche may, pursuant to any optional or mandatory redemption provisions, be redeemed, and the other terms and provisions of any such redemption provisions;
(x) the rate per annum at which the Notes of such series, class or tranche will bear interest, if any, or the formula or index on which such rate will be determined, including all relevant definitions, and the date from which interest will accrue;
(xi) the Interest Payment Dates, if any, for such Notes;
(xii) if such Notes are to be Discount Notes or foreign currency Notes, the Initial Dollar Principal Amount of such Notes, and the means for calculating the Outstanding Dollar Principal Amount of such Notes;
(xiii) whether or not application will be made to list such Notes of such series, class or tranche on any securities exchange;
(xiv) any Event of Default or Early Redemption Event with respect to the Notes of such series, class or tranche, if not set forth herein and any additions, deletions or other changes to the Events of Default or Early Redemption Events set forth herein that will be applicable to the Notes of such series, class or tranche (including a provision making any Event of Default or Early Redemption Event set forth herein inapplicable to the Notes of that series, class or tranche);
(xv) the appointment by the Trustee of an Authenticating Agent in one or more places other than the location of the office of the Trustee with power to act on behalf of the Trustee and subject to its direction in the authentication and delivery of the Notes of such series, class or tranche in connection with such transactions as will be specified in the provisions of this Indenture or in or pursuant to the applicable terms document creating such series, class or tranche;
(xvi) if the Notes of such series, class or tranche will be issued in whole or in part in the form of a Global Note or Global Notes, the terms and conditions, if any, upon which such Global Note or Global Notes may be exchanged in whole or in part for other individual Notes; and the Depository for such Global Note or Global Notes (if other than the Depository specified in Section 101);
(xvii) the subordination of the Notes of such series, class or tranche to any other indebtedness of the Issuer, including without limitation, the Notes of any other series, class or tranche;
(xviii) if the Notes of such series, class or tranche are to have the benefit of any Derivative Agreement, the terms and provisions of such agreement;
(xix) the Record Date for any Payment Date of the Notes of such series, class or tranche, if different from the last day of the month before the related Payment Date;
(xx) the Controlled Accumulation Amount (if any) of such class or tranche;
(xxi) whether or not the Nominal Liquidation Amount of such series, class or tranche belongs to the portion of the Collateral Certificate constituting an Excluded Series under the Series 2000 Supplement; and
(xxii) any other terms of such series, class or tranche, which will not be inconsistent with the provisions of this Indenture; all upon such terms as may be determined in or pursuant to an Issuer Certificate or a supplemental indenture with respect to such series, class or tranche.
(i) The form of the Notes of each series, class or tranche will be established pursuant to the provisions of this Indenture in or pursuant to an Issuer Certificate or a supplemental indenture creating such series, class or tranche. The Notes of each series, class or tranche will be distinguished from the Notes of each other series, class or tranche in such manner, reasonably satisfactory to the Trustee, as the Issuer may determine.
(j) The Notes of any series, class or tranche will be issued as Registered Notes, without coupons, or as Bearer Notes, with or without coupons.
(k) Any terms or provisions in respect of the Notes of any series, class or tranche issued under this Indenture may be determined pursuant to this Section by providing in the applicable terms document for the method by which such terms or provisions will be determined.the
Appears in 1 contract
General Title. General Limitations; , Issuable in Series; , Terms of a Series, Class or TrancheTranche of Notes.
(a) The aggregate stated principal amount Stated Principal Amount of Notes which may be authenticated and delivered and Outstanding under this Indenture is not limited.
(b) The Notes may be issued in one or more seriesSeries, classes Classes or tranches Tranches up to an aggregate stated principal amount Stated Principal Amount of Notes as from time to time may be authorized by the Issuer. All Notes of each seriesSeries, class Class or tranche Tranche under this Indenture will in all respects be equally and ratably entitled to the benefits hereof with respect to such seriesSeries, class Class or tranche Tranche without preference, priority or distinction on account of (i) the actual time of the authentication and delivery or delivery, (ii) the Expected Principal Final Payment Date or (iii) the Legal Maturity Date of the Notes of such seriesSeries, class Class or trancheTranche, except as specified in the applicable terms document Indenture Supplement for such seriesSeries, class Class or trancheTranche of Notes.
(c) Each Note issued must be assigned to part of a group Series, Class and Tranche of Notes for purposes of allocations pursuant to Article V. On the date of this Indenture, a single group of Notes identified as "Group 1" has been established for allocation purposes in Article V. Additional groups may be established from time to time pursuant to supplemental indentures.
(d) Each Note issued must be part of a series, class the related Indenture Supplement and tranche of Notes for purposes of allocations pursuant to Article V. the Transfer and Servicing Agreement. A series, class or tranche Series of Notes is created pursuant to an Issuer Certificate Indenture Supplement. A Class or Tranche of Notes is created pursuant to an Indenture Supplement or pursuant to a supplemental indentureTerms Document related to the Indenture Supplement for the applicable Series.
(d) Each Series of Notes may be assigned to a Group or Groups (now existing or hereafter created) of Notes for purposes of allocations of certain collections pursuant to Section 4.12 and the related Indenture Supplement. The related Indenture Supplement will identify the Group or Groups, if any, to which a Series of Notes has been assigned and the manner and extent to which Series in the same Group or Groups will share certain amounts.
(e) Each series Series of Notes may, but need not be, subdivided into multiple classesClasses. This Indenture provides for up to three classes of Notes: Class A, Class B and Class C. As specified in Article V, Notes belonging to a Class A in any series are Series may be entitled to specified payment priorities over Class B and Class C other Classes of Notes in that series. Notes belonging to Class B in any series are entitled to specified payment priorities over Class C Notes in that series. Class C Notes have the benefit of the Class C Reserve Account. The applicable terms document may provide for more or different classes of NotesSeries.
(f) Notes of a single series Series that belong to separate classes different Classes in that series Series belong to separate tranches different Tranches on the basis of the difference in class Class membership.
(g) Each class Class of Notes may consist of a single tranche Tranche or may be subdivided into multiple tranchesTranches. Notes of a single class Class of a series Series will belong to different tranches Tranches if they have different terms and conditions. With respect to any class Class of Notes, Notes which have identical terms, conditions and tranche Tranche designation will be deemed to be part of a single trancheTranche of Notes.
(h) Each series, class or tranche Before the initial issuance of Notes will be created either by or pursuant to an Issuer Certificate or a supplemental indenture. The Notes of each such seriesSeries, class Class or tranche may have such Expected Principal Payment Date or Dates or Legal Maturity Date or DatesTranche, be issuable at such premium over or discount from their face value, bear interest at such rate or rates (which may be fixed or floating), from such date or dates, payable in such installments and on such dates and at such place or places to the Holders of Notes registered as such on such Record Dates, or may bear no interest, and have such terms, all as will be provided for in or pursuant to the applicable terms document. There may there shall also be established in or pursuant to an Issuer Certificate Indenture Supplement or pursuant to a supplemental indenture before Terms Document related to the issuance of Notes of each such series, class or trancheapplicable Indenture Supplement, provision for:
(i) the series designation and, if such series will be part of a group of series for purposes of allocations and reallocations of Principal Collections and/or Finance Charge Collections, the manner and extent to which each series in the group will be subject to allocations and reallocationsSeries designation;
(ii) the stated principal amount Stated Principal Amount of the Notes and whether they are Class A Notes, Class B Notes or Class C Notes or a tranche of any of these classes;
(iii) whether such Series belongs to any Group or Groups;
(iv) whether such Notes are of a particular Class of Notes or a Tranche of a Class of Notes;
(v) the Required Subordinated Amount (if any) for such class Class or tranche Tranche of Notes;
(ivvi) the currency or currencies in which the such Notes of such series, class or tranche will be denominated and in which payments of principal of, ; and interest on, such Notes will or may be payable;
(vvii) if the principal of or interest, if any, on the such Notes of such series, class or tranche are to be payable, at the election of the Issuer or a Holder thereof, in a currency or currencies other than that in which the Notes are stated to be payable, the period or periods within which, and the terms and conditions upon which, such election may be made;
(viviii) if the amount of payments of principal of or interest, if any, on the such Notes of such series, class or tranche may be determined with reference to an index based on (A) a currency or currencies other than that in which the Notes are stated to be payable, (B) changes in the prices of one or more other securities or groups Groups or indexes of securities or (C) changes in the prices of one or more commodities or groups Groups or indexes of commodities, or any combination of the foregoing, the manner in which such amounts will be determined;
(viiix) the price or prices at which the such Series, Class or Tranche of Notes of such series, class or tranche will be issued;
(viii) the Expected Principal Payment Date (which will not be later than two years before the Termination Date (as defined in the Series 2000 Supplement) of the Collateral Certificate) and Legal Maturity Date (which will not be later than the Termination Date (as defined in the Series 2000 Supplement) of the Collateral Certificate) of the Notes of such series, class or tranche;
(ixx) the times at which the such Series, Class or Tranche of Notes of such series, class or tranche may, pursuant to any optional or mandatory redemption provisions, be redeemed, and the other terms and provisions of any such redemption provisions;
(xxi) the rate per annum at which the such Series, Class or Tranche of Notes of such series, class or tranche will bear interest, if any, or the formula or index on which such rate will be determined, including all relevant definitions, and the date from which interest will accrue;
(xixii) each Payment Date, the Interest Expected Final Payment Dates, if any, Date and the Legal Maturity Date for such Series, Class or Tranche of Notes;
(xiixiii) if such Notes are to be Discount Notes or foreign currency Notes, the Initial Dollar Principal Amount of such Notes, and the means for calculating the Outstanding Dollar Principal Amount of such Series, Class or Tranche of Notes;
(xiiixiv) the Nominal Liquidation Amount of such Series, Class or Tranche of Notes, and the means for calculating the Nominal Liquidation Amount of such Series, Class or Tranche of Notes;
(xv) whether or not application will be made to list such Series, Class or Tranche of Notes of such series, class or tranche on any securities exchange;
(xivxvi) any Event Events of Default or Early Redemption Event Amortization Events with respect to the Notes such Series, Class or Tranche of such series, class or trancheNotes, if not set forth herein and any additions, deletions or other changes to the Events of Default or Early Redemption Amortization Events set forth herein that will be applicable to the such Series, Class or Tranche of Notes of such series, class or tranche (including a provision making any Event of Default or Early Redemption Amortization Event set forth herein inapplicable to the Notes of that seriesSeries, class Class or trancheTranche);
(xvxvii) the appointment by the Indenture Trustee of an Authenticating Agent in one or more places other than the location of the office of the Indenture Trustee with power to act on behalf of the Indenture Trustee and subject to its direction in the authentication and delivery of the such Notes of such series, class or tranche in connection with such transactions as will be specified in the provisions of this Indenture or in or pursuant to the applicable terms document Indenture Supplement creating such seriesSeries, class Class or trancheTranche;
(xvixviii) if the such Series, Class or Tranche of Notes of such series, class or tranche will be issued in whole or in part in the form of a Global Note or Global Notes, the terms and conditions, if any, upon which such Global Note or Global Notes may be exchanged in whole or in part for other individual Notes; and the Depository for such Global Note or Global Notes (if other than the Depository specified in Section 1011.01);
(xviixix) if such Series, Class or Tranche of Notes will be issued in whole or in part as Registered Notes, Bearer Notes or both, whether such Series, Class or Tranche of Notes are to be issued with or without coupons or both;
(xx) the subordination of the such Series, Class or Tranche of Notes of such series, class or tranche to any other indebtedness of the Issuer, including without limitation, the Notes of any other seriesSeries, class Class or trancheTranche;
(xviiixxi) if the such Series, Class or Tranche of Notes of such series, class or tranche are to have the benefit of any Derivative Agreement, the terms and provisions of such agreement;
(xixxxii) if such Series, Class or Tranche of Notes are to have the benefit of any Supplemental Credit Enhancement Agreement or Supplemental Liquidity Agreement, the terms and provisions of the applicable agreement;
(xxiii) the Record Date for any Payment Date of the Notes such Series, Class or Tranche of such series, class or trancheNotes, if different from the last day of the month before the related Payment Date;
(xxxxiv) the Controlled Accumulation Amount (if any) amount scheduled to be deposited on each Payment Date during an amortization period or accumulation period for such Series, Class or Tranche of such class or trancheNotes;
(xxixxv) whether or not the Nominal Liquidation Amount of such seriesand under what conditions, class or tranche belongs additional amounts will be payable to the portion of the Collateral Certificate constituting an Excluded Series under the Series 2000 SupplementNoteholders; and
(xxiixxvi) any other terms of such series, class or tranche, which will not be inconsistent with Notes as stated in the provisions of this Indenturerelated Indenture Supplement; all upon such terms as may be determined in or pursuant to an Issuer Certificate or a supplemental indenture Indenture Supplement with respect to such seriesSeries, class Class or trancheTranche of Notes.
(i) The form of the Notes of each seriesSeries, class Class or tranche Tranche will be established pursuant to the provisions of this Indenture in and the related Indenture Supplement or pursuant to an Issuer Certificate or a supplemental indenture Terms Document creating such seriesSeries, class Class or trancheTranche of Notes. The Notes of each seriesSeries, class Class or tranche Tranche will be distinguished from the Notes of each other seriesSeries, class Class or tranche Tranche in such manner, reasonably satisfactory to the Indenture Trustee, as the Issuer may determine.
(j) The Notes of any series, class or tranche will be issued as Registered Notes, without coupons, or as Bearer Notes, with or without coupons.
(k) Any terms or provisions in respect of the Notes of any seriesSeries, class Class or tranche Tranche issued under this Indenture may be determined pursuant to this Section 4.01 by providing in the applicable terms document Indenture Supplement for the method by which such terms or provisions will be determined.
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Samples: Indenture Agreement (American Express Issuance Trust)
General Title. General Limitations; , Issuable in Series; , Terms of a Series, Class or TrancheTranche of Notes.
(a) The aggregate stated principal amount Stated Principal Amount of Notes which may be authenticated and delivered and Outstanding under this Indenture is not limited.
(b) The Notes may be issued in one or more seriesSeries, classes Classes or tranches Tranches up to an aggregate stated principal amount Stated Principal Amount of Notes as from time to time may be authorized by the Issuer. All Notes of each seriesSeries, class Class or tranche Tranche under this Indenture will in all respects be equally and ratably entitled to the benefits hereof with respect to such seriesSeries, class Class or tranche Tranche without preference, priority or distinction on account of (i) the actual time of the authentication and delivery or delivery, (ii) the Expected Principal Final Payment Date or (iii) the Legal Maturity Date of the Notes of such seriesSeries, class Class or trancheTranche, except as specified in the applicable terms document Indenture Supplement for such seriesSeries, class Class or trancheTranche of Notes.
(c) Each Note issued must be assigned to part of a group Series, Class and Tranche of Notes for purposes of allocations pursuant to Article V. On the date of this Indenture, a single group of Notes identified as "Group 1" has been established for allocation purposes in Article V. Additional groups may be established from time to time pursuant to supplemental indentures.
(d) Each Note issued must be part of a series, class the related Indenture Supplement and tranche of Notes for purposes of allocations pursuant to Article V. the Transfer and Servicing Agreement. A series, class or tranche Series of Notes is created pursuant to an Issuer Certificate Indenture Supplement. A Class or Tranche of Notes is created pursuant to an Indenture Supplement or pursuant to a supplemental indentureTerms Document related to the Indenture Supplement for the applicable Series.
(d) Each Series of Notes may be assigned to a Group or Groups (now existing or hereafter created) of Notes for purposes of allocations of certain collections pursuant to Section 4.12 and the related Indenture Supplement. The related Indenture Supplement will identify the Group or Groups, if any, to which a Series of Notes has been assigned and the manner and extent to which Series in the same Group or Groups will share certain amounts.
(e) Each series Series of Notes may, but need not be, subdivided into multiple classesClasses. This Indenture provides for up to three classes of Notes: Class A, Class B and Class C. As specified in Article V, Notes belonging to a Class A in any series are Series may be entitled to specified payment priorities over Class B and Class C other Classes of Notes in that series. Notes belonging to Class B in any series are entitled to specified payment priorities over Class C Notes in that series. Class C Notes have the benefit of the Class C Reserve Account. The applicable terms document may provide for more or different classes of NotesSeries.
(f) Notes of a single series Series that belong to separate classes different Classes in that series Series belong to separate tranches different Tranches on the basis of the difference in class Class membership.
(g) Each class Class of Notes may consist of a single tranche Tranche or may be subdivided into multiple tranchesTranches. Notes of a single class Class of a series Series will belong to different tranches Tranches if they have different terms and conditions. With respect to any class Class of Notes, Notes which have identical terms, conditions and tranche Tranche designation will be deemed to be part of a single trancheTranche of Notes.
(h) Each series, class or tranche Before the initial issuance of Notes will be created either by or pursuant to an Issuer Certificate or a supplemental indenture. The Notes of each such seriesSeries, class Class or tranche may have such Expected Principal Payment Date or Dates or Legal Maturity Date or DatesTranche, be issuable at such premium over or discount from their face value, bear interest at such rate or rates (which may be fixed or floating), from such date or dates, payable in such installments and on such dates and at such place or places to the Holders of Notes registered as such on such Record Dates, or may bear no interest, and have such terms, all as will be provided for in or pursuant to the applicable terms document. There may there shall also be established in or pursuant to an Issuer Certificate Indenture Supplement or pursuant to a supplemental indenture before Terms Document related to the issuance of Notes of each such series, class or trancheapplicable Indenture Supplement, provision for:
(i) the series designation and, if such series will be part of a group of series for purposes of allocations and reallocations of Principal Collections and/or Finance Charge Collections, the manner and extent to which each series in the group will be subject to allocations and reallocationsSeries designation;
(ii) the stated principal amount Stated Principal Amount of the Notes and whether they are Class A Notes, Class B Notes or Class C Notes or a tranche of any of these classes;
(iii) whether such Series belongs to any Group or Groups;
(iv) whether such Notes are of a particular Class of Notes or a Tranche of a Class of Notes;
(v) the Required Subordinated Amount (if any) for such class Class or tranche Tranche of Notes;
(ivvi) the currency or currencies in which the such Notes of such series, class or tranche will be denominated and in which payments of principal of, ; and interest on, such Notes will or may be payable;
(vvii) if the principal of or interest, if any, on the such Notes of such series, class or tranche are to be payable, at the election of the Issuer or a Holder thereof, in a currency or currencies other than that in which the Notes are stated to be payable, the period or periods within which, and the terms and conditions upon which, such election may be made;
(viviii) if the amount of payments of principal of or interest, if any, on the such Notes of such series, class or tranche may be determined with reference to an index based on (A) a currency or currencies other than that in which the Notes are stated to be payable, (B) changes in the prices of one or more other securities or groups Groups or indexes of securities or (C) changes in the prices of one or more commodities or groups Groups or indexes of commodities, or any combination of the foregoing, the manner in which such amounts will be determined;
(viiix) the price or prices at which the such Series, Class or Tranche of Notes of such series, class or tranche will be issued;
(viii) the Expected Principal Payment Date (which will not be later than two years before the Termination Date (as defined in the Series 2000 Supplement) of the Collateral Certificate) and Legal Maturity Date (which will not be later than the Termination Date (as defined in the Series 2000 Supplement) of the Collateral Certificate) of the Notes of such series, class or tranche;
(ixx) the times at which the such Series, Class or Tranche of Notes of such series, class or tranche may, pursuant to any optional or mandatory redemption provisions, be redeemed, and the other terms and provisions of any such redemption provisions;
(xxi) the rate per annum at which the such Series, Class or Tranche of Notes of such series, class or tranche will bear interest, if any, or the formula or index on which such rate will be determined, including all relevant definitions, and the date from which interest will accrue;
(xixii) each Payment Date, the Interest Expected Final Payment Dates, if any, Date and the Legal Maturity Date for such Series, Class or Tranche of Notes;
(xiixiii) if such Notes are to be Discount Notes or foreign currency Notes, the Initial Dollar Principal Amount of such Notes, and the means for calculating the Outstanding Dollar Principal Amount of such Series, Class or Tranche of Notes;
(xiii) whether or not application will be made to list such Notes of such series, class or tranche on any securities exchange;
(xiv) any Event of Default or Early Redemption Event with respect to the Notes of such series, class or tranche, if not set forth herein and any additions, deletions or other changes to the Events of Default or Early Redemption Events set forth herein that will be applicable to the Notes of such series, class or tranche (including a provision making any Event of Default or Early Redemption Event set forth herein inapplicable to the Notes of that series, class or tranche);
(xv) the appointment by the Trustee of an Authenticating Agent in one or more places other than the location of the office of the Trustee with power to act on behalf of the Trustee and subject to its direction in the authentication and delivery of the Notes of such series, class or tranche in connection with such transactions as will be specified in the provisions of this Indenture or in or pursuant to the applicable terms document creating such series, class or tranche;
(xvi) if the Notes of such series, class or tranche will be issued in whole or in part in the form of a Global Note or Global Notes, the terms and conditions, if any, upon which such Global Note or Global Notes may be exchanged in whole or in part for other individual Notes; and the Depository for such Global Note or Global Notes (if other than the Depository specified in Section 101);
(xvii) the subordination of the Notes of such series, class or tranche to any other indebtedness of the Issuer, including without limitation, the Notes of any other series, class or tranche;
(xviii) if the Notes of such series, class or tranche are to have the benefit of any Derivative Agreement, the terms and provisions of such agreement;
(xix) the Record Date for any Payment Date of the Notes of such series, class or tranche, if different from the last day of the month before the related Payment Date;
(xx) the Controlled Accumulation Amount (if any) of such class or tranche;
(xxi) whether or not the Nominal Liquidation Amount of such series, class or tranche belongs to the portion of the Collateral Certificate constituting an Excluded Series under the Series 2000 Supplement; and
(xxii) any other terms of such series, class or tranche, which will not be inconsistent with the provisions of this Indenture; all upon such terms as may be determined in or pursuant to an Issuer Certificate or a supplemental indenture with respect to such series, class or tranche.
(i) The form of the Notes of each series, class or tranche will be established pursuant to the provisions of this Indenture in or pursuant to an Issuer Certificate or a supplemental indenture creating such series, class or tranche. The Notes of each series, class or tranche will be distinguished from the Notes of each other series, class or tranche in such manner, reasonably satisfactory to the Trustee, as the Issuer may determine.
(j) The Notes of any series, class or tranche will be issued as Registered Notes, without coupons, or as Bearer Notes, with or without coupons.
(k) Any terms or provisions in respect of the Notes of any series, class or tranche issued under this Indenture may be determined pursuant to this Section by providing in the applicable terms document for the method by which such terms or provisions will be determined.
Appears in 1 contract
