Indenture Defeasance. The Co-Issuers may terminate all of their obligations under the Indenture and all obligations of the Guarantors under the Guarantee and Collateral Agreements in respect thereof and release all Collateral so long as: (i) the Co-Issuers irrevocably deposit in trust with the Trustee, or with a trustee reasonably satisfactory to the Control Party, the Trustee and the Co-Issuers, U.S. Dollars and/or Government Securities in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay all principal, premiums, make-whole prepayment consideration, if any, and interest on the Outstanding Notes (including additional interest that accrues after an anticipated repayment date or renewal date, if applicable) to the applicable prepayment date, redemption date or maturity date, as the case may be, and to pay all other sums payable by them under this Base Indenture, the Servicing Agreement, the Back-Up Management Agreement and each other Transaction Document; provided that any Government Securities shall provide for the scheduled payment of all principal and interest thereon not later than the Business Day prior to the applicable prepayment date, redemption date or maturity date, as the case may be; and the Trustee shall have been irrevocably instructed by either Co-Issuer to apply such funds to the payment of principal, premiums, make-whole prepayment consideration and interest with respect to the Notes and such other sums; (ii) all commitments under all Class A-1 Note Purchase Agreements have been terminated on or before the date of such deposit; (iii) the Co-Issuers deliver notice of such deposit to Noteholders not more than twenty (20) Business Days prior to the date of such deposit, and such notice is expressly stated to be, or as of the date of such deposit has become, irrevocable; (iv) the Co-Issuers deliver notice of such deposit to the Control Party, the Managers, the Back-Up Manager and each Rating Agency on or before the date of the deposit; and (v) an Opinion of Counsel is delivered to the Trustee and the Servicer by the Co-Issuers to the effect that all conditions precedent set forth herein with respect to such termination have been satisfied. Upon satisfaction of such conditions, the Indenture and the Guarantee and Collateral Agreements shall be discharged and cease to be of further effect; except that (i) the rights and obligations of the Trustee hereunder, including, without limitation, the Trustee’s rights to compensation and indemnity under Section 10.5, and the Guarantor’s guaranty thereof, (ii) the Trustee’s and the Paying Agent’s obligations under Section 12.2 and Section 12.3, (iii) the Noteholders’ and the Trustee’s obligations under Section 14.13, (iv) this Section 12.1(b) and (v) the Noteholders’ rights to registration of transfer and exchange under Section 2.8 and to replacement or substitution of mutilated, destroyed, lost or stolen Notes under Section 2.10(a) shall survive. The Trustee, on demand of the Securitization Entities, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture and the Guarantee and Collateral Agreements.
Appears in 3 contracts
Samples: Amendment No. 11 to the Amended and Restated Base Indenture (Driven Brands Holdings Inc.), Amendment No. 9 to the Amended and Restated Base Indenture (Driven Brands Holdings Inc.), Base Indenture Amendment (Driven Brands Holdings Inc.)
Indenture Defeasance. The Co-Issuers may terminate all of their obligations under the Indenture and all obligations of the Guarantors under the Guarantee and Collateral Agreements in respect thereof and release all Collateral so long as:
(i) the Co-Issuers irrevocably deposit in trust with the Trustee, or with a trustee reasonably satisfactory to the Control PartyAt any time, the Trustee and Obligors may obtain the Co-Issuers, U.S. Dollars release from all covenants of this Base Indenture by delivering funds and/or Government Securities in an amount sufficient, in that provide for payments on each Payment Date which replicate the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay all principal, premiums, make-whole prepayment consideration, if any, and interest on the Outstanding Notes required payments (including additional interest that accrues after an anticipated repayment date or renewal date, if applicableany Targeted Amortization Amounts) to due under the applicable prepayment date, redemption date or maturity date, as the case may be, and to pay all other sums payable by them under this Base Indenture, the Servicing Agreement, the Back-Up Management Agreement and each other Transaction Document; provided that any Government Securities shall provide for the scheduled payment of all principal and interest thereon not later than the Business Day prior to the applicable prepayment date, redemption date or maturity date, as the case may be; and the Trustee shall have been irrevocably instructed by either Co-Issuer to apply such funds to the payment of principal, premiums, make-whole prepayment consideration and interest Documents with respect to all of the Notes then Outstanding, including the Indenture Trustee Fee and such any other sums;
(ii) all commitments under all Class A-1 Note Purchase Agreements have been terminated on or before the date of such deposit;
(iii) the Co-Issuers deliver notice of such deposit to Noteholders not more than twenty (20) Business Days prior amounts due and owing to the date Indenture Trustee (in any of such depositits capacities), Servicing Fees, Other Servicing Fees and such notice is expressly stated to be, or as of the date of such deposit has become, irrevocable;
(iv) the Co-Issuers deliver notice of such deposit any other amounts due and owing to the Control PartyServicer, the Managersrating agency fees and any other amounts due and owing to any Rating Agency, Workout Fees, the Back-Up Manager Fee and any other amounts due and owing to the Back-Up Manager, if any, through the first Payment Date for each Rating Agency Series of Notes on which such Series could be prepaid without payment of any Prepayment Consideration (including payment in full of the principal of such Notes on such Payment Date) (the “Scheduled Defeasance Payments”); provided that (i) no Event of Default has occurred and is continuing; (ii) the Issuer shall pay or before deliver on the date of such defeasance (the deposit; and“Defeasance Date”)
(va) all interest accrued and unpaid on the Notes to but not including the Defeasance Date, (b) all other sums then due under each Class of Notes and all other Transaction Documents executed in connection therewith, including any costs incurred in connection with such defeasance, and (c) funds and/or Government Securities providing for payments equal to the Scheduled Defeasance Payments; and (iii) a notice shall have been delivered to the Rating Agencies. In addition, the Issuer shall deliver to the Indenture Trustee (1) a security agreement granting the Indenture Trustee on behalf of the Secured Parties a first priority perfected security interest in the funds and Government Securities so delivered by the Issuer, (2) an Opinion of Counsel is delivered as to the enforceability and perfection of such security interest and (3) a confirmation by an Independent certified public accounting firm that the funds and Government Securities so delivered are sufficient to pay all Scheduled Defeasance Payments. The Issuer, pursuant to the security agreement described above, shall authorize and direct that the payments received from the Government Securities shall be made directly to the Indenture Trustee and applied to satisfy the Servicer by the Co-Issuers to the effect that all conditions precedent set forth herein with respect to such termination have been satisfied. Upon satisfaction of such conditions, the Indenture and the Guarantee and Collateral Agreements shall be discharged and cease to be of further effect; except that (i) the rights and obligations of the Trustee hereunder, including, without limitation, Issuer under the Trustee’s rights to compensation and indemnity under Section 10.5, Notes and the Guarantor’s guaranty thereof, (ii) the Trustee’s and the Paying Agent’s obligations under Section 12.2 and Section 12.3, (iii) the Noteholders’ and the Trustee’s obligations under Section 14.13, (iv) this Section 12.1(b) and (v) the Noteholders’ rights to registration of transfer and exchange under Section 2.8 and to replacement or substitution of mutilated, destroyed, lost or stolen Notes under Section 2.10(a) shall survive. The Trustee, on demand of the Securitization Entities, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture and the Guarantee and Collateral Agreementsother Transaction Documents.
Appears in 2 contracts
Samples: Supplemental Indenture (Frontier Communications Parent, Inc.), Base Indenture (Frontier Communications Parent, Inc.)
Indenture Defeasance. The Co-Issuers Master Issuer may terminate all of their its obligations under the Indenture and all obligations of the Guarantors under the Guarantee and Collateral Agreements Agreement in respect thereof and release all Collateral so long asif:
(i) the Co-Issuers Master Issuer irrevocably deposit deposits in trust with the Trustee, Trustee or with a trustee reasonably satisfactory to the Control Party, the Trustee and the Co-IssuersMaster Issuer, U.S. Dollars and/or Government Securities in an amount sufficientsufficient (after giving effect to the application of funds on deposit in the Collection Account in accordance with the Priority of Payments), in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay all principal, premiums, premiums (including make-whole prepayment considerationpremiums), if any, and interest on the Outstanding Notes (including additional interest that accrues after an anticipated repayment date or renewal date, if applicable) to the applicable prepayment date, redemption date or maturity date, as the case may be, and to pay all other sums payable by them hereunder, under this Base Indenture, the Servicing Agreement, the Back-Up Management Agreement and under each other Transaction DocumentRelated Document and each Series Hedge Agreement; provided that any Government Securities shall must provide for the scheduled payment of all principal and interest thereon not later than the Business Day prior to the applicable prepayment date, redemption date or maturity date, as the case may be; , and the Trustee shall must have been irrevocably instructed by either Co-Issuer to apply such funds to the payment of principal, premiums, make-whole prepayment consideration premiums and interest with respect to the Notes and such other sums;
(ii) all commitments under all Class A-1 Variable Funding Note Purchase Agreements have been and all Series Hedge Agreements are terminated on or before the date of such deposit;
(iii) the Co-Issuers deliver Master Issuer delivers notice of such deposit to Noteholders not more than twenty (20) Business Days prior prepayment, redemption or maturity of the Notes in full to the date Noteholders of such depositOutstanding Notes, the Manager, the Trustee, the Control Party, the Controlling Class Representative, the Back-Up Manager, each Rating Agency and such the Servicer, which notice is expressly stated to be, or has become as of the prepayment date, redemption date or maturity date, as applicable, irrevocable (provided that such notice may be conditioned upon the contemporaneous closing of a financing the proceeds of which will be used to fund all or a portion of such deposit), and the date of prepayment, redemption or maturity as specified in such notice when delivered was not longer than twenty (20) Business Days after the date of such deposit has become, irrevocablenotice;
(iv) the Co-Issuers deliver Master Issuer delivers notice of such deposit to the Control Party, the ManagersManager, the Back-Up Manager and each Rating Agency Agency, on or before the date of the deposit; and
(v) an Opinion of Counsel is delivered the Master Issuer delivers to the Trustee and the Servicer by the Co-Issuers an Opinion of Counsel to the effect that all conditions precedent set forth herein with respect to such termination have been satisfied. Upon satisfaction of such conditions, the Indenture and the Guarantee and Collateral Agreements Agreement shall be discharged and cease to be of further effect; except that (i) the rights and obligations of the Trustee hereunder, including, without limitation, the Trustee’s rights to compensation and indemnity under Section 10.5, and the Guarantor’s guaranty thereof, (ii) the Trustee’s and the Paying Agent’s obligations under Section 12.2 and Section 12.3, (iii) the Noteholders’ and the Trustee’s obligations under Section 14.13, (iv) this Section 12.1(b) and (v) the Noteholders’ rights to registration of transfer and exchange under Section 2.8 and to replacement or substitution of mutilated, destroyed, lost or stolen Notes under Section 2.10(a) shall survive. The Trustee, on demand of the Securitization Entities, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture and the Guarantee and Collateral AgreementsAgreement.
Appears in 2 contracts
Samples: Base Indenture (Planet Fitness, Inc.), Base Indenture (Planet Fitness, Inc.)
Indenture Defeasance. The Co-Issuers Issuer may terminate all of their its obligations under and the Indenture and all obligations of the Guarantors under the Guarantee and Collateral Agreements in respect thereof and release all Collateral so long asTransaction Documents if:
(i) the Co-Issuers Issuer irrevocably deposit deposits in trust with the Trustee or at the option of the Trustee, or with a trustee reasonably satisfactory to the Control Party, the Trustee and the Co-IssuersIssuer under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, U.S. Dollars and/or Government Securities in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay all (without consideration of any reinvestment), when due, principal, premiums, make-whole prepayment consideration, if any, and interest on the Outstanding Notes (including additional interest that accrues after an anticipated repayment date or renewal datea Series Anticipated Repayment Date, if applicable) to the applicable prepayment dateprepayment, redemption date or maturity datematurity, as the case may be, and to pay all other sums payable by them hereunder and under this Base Indenture, the Servicing Agreement, the Back-Up Management Agreement and each other Transaction Document; provided that any Government Securities deposited in trust shall provide for the scheduled payment of all principal and interest thereon not later than the Business Day prior to the applicable prepayment date, redemption date or maturity date, as the case may be; and provided, further, that if (x) the deposit is held by a trustee of an irrevocable trust other than the Trustee, such trustee shall have been irrevocably instructed by the Issuer to pay such money or the proceeds of such U.S. Government Securities to the Trustee on or prior to the prepayment date, redemption date or maturity date, as applicable, and (y) the Trustee shall have been irrevocably instructed by either Co-the Issuer to apply such funds money or the proceeds of such U.S. Government Securities to the payment of said principal, premiums, make-whole prepayment consideration consideration, if any, and interest with respect to the Notes and such other sumsobligations;
(ii) all commitments under all Class A-1 Note Purchase Agreements have been terminated on or before the date of such deposit;
(iii) the Co-Issuers deliver Issuer delivers notice of such deposit to the Noteholders not of Outstanding Notes no more than twenty (20) Business Days prior to the date of such deposit, deposit and such notice is expressly stated to be, or as of the date of such the deposit has become, irrevocable;
(iviii) the Co-Issuers deliver Issuer delivers notice of such deposit to the Control Party, the ManagersManager, the Back-Up Manager and each Rating Agency the Control Party, on or before the date of the deposit; and
(viv) an Opinion of Counsel from outside counsel is delivered to the Trustee and the Servicer Control Party by the Co-Issuers Issuer to the effect that all conditions precedent set forth herein with respect to such termination have been satisfied. Upon satisfaction of such conditions, the Indenture and Indenture, the Guarantee and Collateral Agreements Agreement and all other Transaction Documents shall be discharged and cease to be of further effect; except that (i) the rights and obligations of the Trustee hereunder, including, without limitation, the Trustee’s rights to compensation and indemnity under Section 10.5, 10.5 and the Guarantor’s guaranty thereof, (ii) the Trustee’s and the Paying Agent’s obligations under Section 12.2 and Section 12.3, (iii) the Noteholders’ and the Trustee’s obligations under Section 14.13, (iv) this Section 12.1(b) and (v) the Noteholders’ rights to registration of transfer and exchange under Section 2.8 and to replacement or substitution of mutilated, destroyed, lost or stolen Notes under Section 2.10(a) shall survive. The Trustee, on demand of and at the Securitization Entitiesexpense of the Issuer, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture and the Guarantee and Collateral AgreementsAgreement.
Appears in 2 contracts
Samples: Base Indenture (Twin Hospitality Group Inc.), Base Indenture (Fat Brands, Inc)
Indenture Defeasance. The CoIssuerCo-Issuers may terminate all of their itstheir obligations under the Indenture and all obligations of the Guarantors under the Guarantee and Collateral Agreements AgreementAgreements in respect thereof and release all Collateral so long as:
(i) the CoIssuerCo-Issuers irrevocably deposit depositsdeposit in trust with the Trustee, or with a trustee reasonably satisfactory to the Control Party, the Trustee and the CoIssuerCo-Issuers, U.S. Dollars and/or Government Securities in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay all principal, premiums, make-whole prepayment consideration, if any, and interest on the Outstanding Notes (including additional interest that accrues after an anticipated repayment date or renewal date, if applicable) to the applicable prepayment date, redemption date or maturity date, as the case may be, and to pay all other sums payable by them under this Base Indenture, the Servicing Agreement, the Back-Up Management Agreement and each other Transaction Document; provided that any Government Securities shall provide for the scheduled payment of all principal and interest thereon not later than the Business Day prior to the applicable prepayment date, redemption date or maturity date, as the case may be; and the Trustee shall have been irrevocably instructed by either the Issuereither Co-Issuer to apply such funds to the payment of principal, premiums, make-whole prepayment consideration and interest with respect to the Notes and such other sums;
(ii) all commitments under all Class A-1 Note Purchase Agreements have been terminated on or before the date of such deposit;
(iii) the CoIssuer deliversCo-Issuers deliver notice of such deposit to Noteholders not more than twenty (20) Business Days prior to the date of such deposit, and such notice is expressly stated to be, or as of the date of such deposit has become, irrevocable;
(iv) the CoIssuer deliversCo-Issuers deliver notice of such deposit to the Control Party, the ManagersManagerManagers, the Back-Up Manager and each Rating Agency on or before the date of the deposit; and
(v) an Opinion of Counsel is delivered to the Trustee and the Servicer by the CoIssuerCo-Issuers to the effect that all conditions precedent set forth herein with respect to such termination have been satisfied. Upon satisfaction of such conditions, the Indenture and the Guarantee and Collateral Agreements AgreementAgreements shall be discharged and cease to be of further effect; except that (i) the rights and obligations of the Trustee hereunder, including, without limitation, the Trustee’s rights to compensation and indemnity under Section 10.5, and the Guarantor’s guaranty thereof, (ii) the Trustee’s and the Paying Agent’s obligations under Section 12.2 and Section 12.3, (iii) the Noteholders’ and the Trustee’s obligations under Section 14.13, (iv) this Section 12.1(b) and (v) the Noteholders’ rights to registration of transfer and exchange under Section 2.8 and to replacement or substitution of mutilated, destroyed, lost or stolen Notes under Section 2.10(a) shall survive. The Trustee, on demand of the Securitization Entities, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture and the Guarantee and Collateral AgreementsAgreementAgreements.
Appears in 1 contract
Indenture Defeasance. The Co-Issuers may terminate all of their obligations under the Indenture and all obligations of the Guarantors under the Guarantee and Collateral Agreements Agreement in respect thereof and release all Collateral so long asif:
(i) the Co-Issuers irrevocably deposit in trust with the Trustee, Trustee or with a trustee reasonably satisfactory to the Control Party, Party and the Trustee and the Co-Issuers, U.S. Dollars and/or Government Securities in an amount sufficientsufficient (after giving effect to the application of funds on deposit in the Collection Account in accordance with the Priority of Payments), in the written opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof or investment banking or valuation firm approved by the Control Party (at the direction of the Controlling Class Representative) delivered to the Trustee, to pay all principal, premiums, makeClass A Make-whole prepayment considerationWhole Prepayment Premium, if any, and interest on the Outstanding Notes (including additional interest that accrues after an anticipated repayment date or renewal date, if applicable) to the applicable prepayment date, redemption date or maturity date, as the case may be, and to pay all other sums payable by them hereunder, under this Base Indenture, the Servicing Agreement, the Back-Up Management Agreement and each other Transaction Document; provided provided, that any Government Securities shall must provide for the scheduled payment of all principal and interest thereon not later than the Business Day prior to the applicable prepayment date, redemption date or maturity date, as the case may be; , and the Trustee shall must have been irrevocably instructed by either Co-Issuer to apply such funds to the payment of principal, premiumsClass A Make-Whole Prepayment Premium, make-whole prepayment consideration if any, and interest with respect to the Notes and such other sums;
(ii) all commitments under all Class A-1 Note Purchase Agreements have been terminated on or before the date of such deposit;
(iii) the Co-Issuers deliver notice of such deposit to Noteholders not more than twenty (20) Business Days prior prepayment, redemption or maturity of the Notes in full to the date Noteholders of such depositOutstanding Notes, the Manager, the Trustee, the Control Party, the Controlling Class Representative, the Back-Up Manager and such the Rating Agencies, which notice is expressly stated to be, or has become as of the prepayment date, redemption date or maturity date, as applicable, irrevocable (provided that such notice may be conditioned upon the contemporaneous closing of a financing the proceeds of which will be used to fund all or a portion of such deposit), and the date of prepayment, redemption or maturity as specified in such notice when delivered was not longer than twenty (20) Business Days after the date of such deposit has become, irrevocablenotice;
(iviii) the Co-Issuers deliver notice of such deposit to the Control Party, the ManagersManager, the Back-Up Manager and each the Rating Agency Agencies, on or before the date of the deposit; and
(viv) an Opinion of Counsel is delivered the Issuers deliver to the Trustee and the Servicer by the CoBack-Issuers Up Manager an Officer’s Certificate and Opinion of Counsel to the effect that all conditions precedent set forth herein with respect to such termination have been satisfied. Upon satisfaction of such conditions, the Indenture and the Guarantee and Collateral Agreements Agreement shall be discharged and cease to be of further effect; except that (i) the rights and obligations of the Trustee hereunder, including, without limitation, including the Trustee’s rights to compensation and indemnity under Section 10.5, and the Guarantor’s guaranty thereof, (ii) the Trustee’s and the Paying Agent’s obligations under Section 12.2 and Section 12.3, (iii) the Noteholders’ and the Trustee’s obligations under Section 14.1314.12, (iv) this Section 12.1(b) and (v) the Noteholders’ rights to registration of transfer and exchange under Section 2.8 and to replacement or substitution of mutilated, destroyed, lost or stolen Notes under Section 2.10(a) shall survive. The Trustee, on demand of the Securitization Entities, shall execute proper instruments prepared by the Securitization Entities acknowledging confirmation of and discharge under the Indenture and the Guarantee and Collateral AgreementsAgreement.
Appears in 1 contract
Samples: Base Indenture (SPRINT Corp)
Indenture Defeasance. The Co-Issuers may terminate all of their its obligations under the Indenture and all obligations of the Guarantors under the Guarantee and Collateral Agreements Agreement in respect thereof and release all Collateral so long as:
(i) the Co-Issuers irrevocably deposit in trust with the Trustee, or with a trustee reasonably satisfactory to the Control Party, the Trustee and the Co-Issuers, U.S. Dollars and/or Government Securities in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay all principal, premiums, make-whole prepayment consideration, if any, and interest on the Outstanding Notes (including additional interest that accrues after an anticipated repayment date or renewal date, if applicable) and Series Hedge Payment Amounts to the applicable prepayment date, redemption date or maturity date, as the case may be, and to pay all other sums payable by them under this Base Indenture, the Servicing Agreement, the Back-Up Management Agreement and each other Transaction Document, including any Series Hedge Agreement; provided that any Government Securities shall provide for the scheduled payment of all principal and interest thereon not later than the Business Day prior to the applicable prepayment date, redemption date or maturity date, as the case may be; and the Trustee shall have been irrevocably instructed by either the Co-Issuer Issuers to apply such funds to the payment of principal, premiums, make-whole prepayment consideration and interest with respect to the Notes and such other sums;
(ii) all commitments under all Class A-1 Note Purchase Agreements have been terminated and all Series Hedge Agreements have been terminated, in each case, on or before the date of such deposit;
(iii) the Co-Issuers deliver notice of such deposit to Noteholders not more than twenty (20) Business Days prior to the date of such deposit, and such notice is expressly stated to be, or as of the date of such deposit has become, irrevocable;
(iv) the Co-Issuers deliver notice of such deposit to the Control Party, the ManagersManager, the Back-Up Manager and each Rating Agency on or before the date of the deposit; and
(v) an Opinion of Counsel is delivered to the Trustee and the Servicer by the Co-Issuers to the effect that all conditions precedent set forth herein with respect to such termination have been satisfied. Upon satisfaction of such conditions, the Indenture and the Guarantee and Collateral Agreements Agreement shall be discharged and cease to be of further effect; except that (i) the rights and obligations of the Trustee hereunder, including, without limitation, the Trustee’s rights to compensation and indemnity under Section 10.5, and the Guarantor’s guaranty thereof, (ii) the Trustee’s and the Paying Agent’s obligations under Section Sections 10.11, 12.2 and Section 12.3, (iii) the Noteholders’ and the Trustee’s obligations under Section 14.13, (iv) this Section 12.1(b) and (v) the Noteholders’ rights to registration of transfer and exchange under Section 2.8 and to replacement or substitution of mutilated, destroyed, lost or stolen Notes under Section 2.10(a) shall survive. The Trustee, on demand of the Securitization Entities, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture and the Guarantee and Collateral AgreementsAgreement.
Appears in 1 contract
Indenture Defeasance. The Co-Issuers Issuer may terminate all of their its obligations under the Indenture and all obligations of the Guarantors under the Guarantee and Collateral Agreements Agreement in respect thereof and release all Collateral so long as:
(i) the Co-Issuers Issuer irrevocably deposit deposits in trust with the Trustee, or with a trustee reasonably satisfactory to the Control Party, the Trustee and the Co-IssuersIssuer, U.S. Dollars and/or Government Securities in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay all principal, premiums, make-whole prepayment consideration, if any, and interest on the Outstanding Notes (including additional interest that accrues after an anticipated repayment date or renewal date, if applicable) and Series Hedge Payment Amounts to the applicable prepayment date, redemption date or maturity date, as the case may be, and to pay all other sums payable by them under this Base Indenture, the Servicing Agreement, the Back-Up Management Agreement and each other Transaction Document, including any Series Hedge Agreement; provided that any Government Securities shall provide for the scheduled payment of all principal and interest thereon not later than the Business Day prior to the applicable prepayment date, redemption date or maturity date, as the case may be; and the Trustee shall have been irrevocably instructed by either Co-the Issuer to apply such funds to the payment of principal, premiums, make-whole prepayment consideration and interest with respect to the Notes and such other sums;
(ii) all commitments under all Class A-1 Note Purchase Agreements have been terminated and all Series Hedge Agreements have been terminated, in each case, on or before the date of such deposit;
(iii) the Co-Issuers deliver Issuer delivers notice of such deposit to Noteholders not more than twenty (20) Business Days prior to the date of such deposit, and such notice is expressly stated to be, or as of the date of such deposit has become, irrevocable;
(iv) the Co-Issuers deliver Issuer delivers notice of such deposit to the Control Party, the ManagersManager, the Back-Up Manager and each Rating Agency on or before the date of the deposit; and
(v) an Opinion of Counsel is delivered to the Trustee and the Servicer by the Co-Issuers Issuer to the effect that all conditions precedent set forth herein with respect to such termination have been satisfied. Upon satisfaction of such conditions, the Indenture and the Guarantee and Collateral Agreements Agreement shall be discharged and cease to be of further effect; except that (i) the rights and obligations of the Trustee hereunder, including, without limitation, the Trustee’s rights to compensation and indemnity under Section 10.5, and the Guarantor’s guaranty thereof, (ii) the Trustee’s and the Paying Agent’s obligations under Section Sections 10.11, 12.2 and Section 12.3, (iii) the Noteholders’ and the Trustee’s obligations under Section 14.13, (iv) this Section 12.1(b) and (v) the Noteholders’ rights to registration of transfer and exchange under Section 2.8 and to replacement or substitution of mutilated, destroyed, lost or stolen Notes under Section 2.10(a) (or in each case, to de-registration and/or registration of Uncertificated Notes) shall survive. The Trustee, on demand of the Securitization Entities, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture and the Guarantee and Collateral AgreementsAgreement.
Appears in 1 contract
Samples: Base Indenture (Yum Brands Inc)
Indenture Defeasance. The Co-Issuers may terminate all of their obligations under the Indenture and all obligations of the Guarantors under the Guarantee and Collateral Agreements Agreement in respect thereof and release all Collateral so long asif:
(i) the Co-Issuers irrevocably deposit in trust with the Trustee, Trustee or with a trustee reasonably satisfactory to the Control Party, the Trustee and the Co-Issuers, U.S. Dollars and/or Government Securities in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay all principal, premiums, make-whole prepayment consideration, if any, premiums and interest on the Outstanding Notes (including additional interest that accrues after an anticipated repayment date or renewal date, if applicable) to the applicable prepayment date, redemption date or maturity date, as the case may be, and to pay all other sums payable by them hereunder, under this Base Indenture, the Servicing Agreement, the Back-Up Management Agreement and under each other Transaction DocumentRelated Document and each Series Hedge Agreement; provided provided, that any Government Securities shall must provide for the scheduled payment of all principal and interest thereon not later than the Business Day prior to the applicable prepayment date, redemption date or maturity date, as the case may be; , and the Trustee shall must have been irrevocably instructed by either Co-Issuer to apply such funds to the payment of principal, premiums, make-whole prepayment consideration premiums and interest with respect to the Notes and such other sums;
(ii) all commitments under all Class A-1 Variable Funding Note Purchase Agreements have been and all Series Hedge Agreements are terminated on or before the date of such deposit;
(iii) the Co-Issuers deliver notice of such deposit to Noteholders not more than twenty (20) Business Days prior prepayment, redemption or maturity of the Notes in full to the date Noteholders of such depositOutstanding Notes, the Manager, the Trustee, the Control Party, the Controlling Class Representative, the Back-Up Manager, the Rating Agencies and such the Servicer, which notice is expressly stated to be, or has become as of the prepayment date, redemption date or maturity date, as applicable, irrevocable (provided, that such notice may be conditioned upon the contemporaneous closing of a financing the proceeds of which will be used to fund all or a portion of such deposit), and the date of prepayment, redemption or maturity as specified in such notice when delivered was not longer than twenty (20) Business Days after the date of such deposit has become, irrevocablenotice;
(iv) the Co-Issuers deliver notice of such deposit to the Control Party, the ManagersManager, the Back-Up Manager and each the Rating Agency Agencies, on or before the date of the deposit; and
(v) an Opinion of Counsel is delivered the Co-Issuers deliver to the Trustee and the Servicer by the Co-Issuers an Opinion of Counsel to the effect that all conditions precedent set forth herein with respect to such termination have been satisfied. Upon satisfaction of such conditions, the Indenture and the Guarantee and Collateral Agreements Agreement shall be discharged and cease to be of further effect; except that (i) the rights and obligations of the Trustee hereunder, including, without limitation, the Trustee’s rights to compensation and indemnity under Section 10.5, and the Guarantor’s guaranty thereof, (ii) the Trustee’s and the Paying Agent’s obligations under Section 12.2 and Section 12.3, (iii) the Noteholders’ and the Trustee’s obligations under Section 14.13, (iv) this Section 12.1(b) and (v) the Noteholders’ rights to registration of transfer and exchange under Section 2.8 and to replacement or substitution of mutilated, destroyed, lost or stolen Notes under Section 2.10(a) shall survive. The Trustee, on demand of the Securitization Entities, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture and the Guarantee and Collateral AgreementsAgreement.
Appears in 1 contract
Samples: Base Indenture (DineEquity, Inc)
Indenture Defeasance. The Co-Issuers Master Issuer may terminate all of their its obligations under the Indenture and all obligations of the Guarantors under the Guarantee and Collateral Agreements Agreement in respect thereof and release all Collateral so long asif:
(i) the Co-Issuers Master Issuer irrevocably deposit deposits in trust with the Trustee, Trustee or with a trustee reasonably satisfactory to the Control Party, the Trustee and the Co-IssuersMaster Issuer, U.S. Dollars and/or Government Securities in an amount sufficientsufficient (after giving effect to the application of funds on deposit in the Collection Account in accordance with the Priority of Payments), in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay all principal, premiums, premiums (including make-whole prepayment considerationpremiums), if any, and interest on the Outstanding Notes (including additional interest that accrues after an anticipated repayment date or renewal date, if applicable) to the applicable prepayment date, redemption date or maturity date, as the case may be, and to pay all other sums payable by them hereunder, under this Base Indenture, the Servicing Agreement, the Back-Up Management Agreement and under each other Transaction DocumentRelated Document and each Series Hedge Agreement; provided provided, that any Government Securities shall must provide for the scheduled payment of all principal and interest thereon not later than the Business Day prior to the applicable prepayment date, redemption date or maturity date, as the case may be; , and the Trustee shall must have been irrevocably instructed by either Co-Issuer to apply such funds to the payment of principal, premiums, make-whole prepayment consideration premiums and interest with respect to the Notes and such other sums;
(ii) all commitments under all Class A-1 Variable Funding Note Purchase Agreements have been and all Series Hedge Agreements are terminated on or before the date of such deposit;
(iii) the Co-Issuers deliver Master Issuer delivers notice of such deposit to Noteholders not more than twenty (20) Business Days prior prepayment, redemption or maturity of the Notes in full to the date Noteholders of such depositOutstanding Notes, the Manager, the Trustee, the Control Party, the Controlling Class Representative, the Back-Up Manager, the Rating Agencies and such the Servicer, which notice is expressly stated to be, or has become as of the prepayment date, redemption date or maturity date, as applicable, irrevocable (provided, that such notice may be conditioned upon the contemporaneous closing of a financing the proceeds of which will be used to fund all or a portion of such deposit), and the date of prepayment, redemption or maturity as specified in such notice when delivered was not longer than twenty (20) Business Days after the date of such deposit has become, irrevocablenotice;
(iv) the Co-Issuers deliver Master Issuer delivers notice of such deposit to the Control Party, the ManagersManager, the Back-Up Manager and each the Rating Agency Agencies, on or before the date of the deposit; and
(v) an Opinion of Counsel is delivered the Master Issuer delivers to the Trustee and the Servicer by the Co-Issuers an Opinion of Counsel to the effect that all conditions precedent set forth herein with respect to such termination have been satisfied. Upon satisfaction of such conditions, the Indenture and the Guarantee and Collateral Agreements Agreement shall be discharged and cease to be of further effect; except that (i) the rights and obligations of the Trustee hereunder, including, without limitation, the Trustee’s rights to compensation and indemnity under Section 10.5, and the Guarantor’s guaranty thereof, (ii) the Trustee’s and the Paying Agent’s obligations under Section 12.2 and Section 12.3, (iii) the Noteholders’ and the Trustee’s obligations under Section 14.13, (iv) this Section 12.1(b) and (v) the Noteholders’ rights to registration of transfer and exchange under Section 2.8 and to replacement or substitution of mutilated, destroyed, lost or stolen Notes under Section 2.10(a) shall survive. The Trustee, on demand of the Securitization Entities, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture and the Guarantee and Collateral AgreementsAgreement.
Appears in 1 contract
Indenture Defeasance. The Co-Issuers Issuer may terminate all of their its obligations under the Indenture and all obligations of the Guarantors under the Guarantee and Collateral Agreements Agreement in respect thereof and release all Collateral so long as:
(i) the Co-Issuers Issuer irrevocably deposit deposits in trust with the Trustee, or with a trustee reasonably satisfactory to the Control Party, the Trustee and the Co-IssuersIssuer, U.S. Dollars and/or Government Securities in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay all principal, premiums, make-whole prepayment consideration, if any, and interest on the Outstanding Notes (including additional interest that accrues after an anticipated repayment date or renewal date, if applicable) and Series Hedge Payment Amounts to the applicable prepayment date, redemption date or maturity date, as the case may be, and to pay all other sums payable by them under this Base Indenture, the Servicing Agreement, the Back-Up Management Agreement and each other Transaction Document, including any Series Hedge Agreement; provided that any Government Securities shall provide for the scheduled payment of all principal and interest thereon not later than the Business Day prior to the applicable prepayment date, redemption date or maturity date, as the case may be; and the Trustee shall have been irrevocably instructed by either Co-the Issuer to apply such funds to the payment of principal, premiums, make-whole prepayment consideration and interest with respect to the Notes and such other sums;
(ii) all commitments under all Class A-1 Note Purchase Agreements have been terminated and all Series Hedge Agreements have been terminated, in each case, on or before the date of such deposit;
(iii) the Co-Issuers deliver Issuer delivers notice of such deposit to Noteholders not more than twenty (20) Business Days prior to the date of such deposit, and such notice is expressly stated to be, or as of the date of such deposit has become, irrevocable;
(iv) the Co-Issuers deliver Issuer delivers notice of such deposit to the Control Party, the ManagersManager, the Back-Up Manager and each the Rating Agency on or before the date of the deposit; and
(v) an Opinion of Counsel is delivered to the Trustee and the Servicer by the Co-Issuers Issuer to the effect that all conditions precedent set forth herein with respect to such termination have been satisfied. Upon satisfaction of such conditions, the Indenture and the Guarantee and Collateral Agreements Agreement shall be discharged and cease to be of further effect; except that (i) the rights and obligations of the Trustee hereunder, including, without limitation, the Trustee’s rights to compensation and indemnity under Section 10.5, and the Guarantor’s guaranty thereof, (ii) the Trustee’s and the Paying Agent’s obligations under Section Sections 10.11, 12.2 and Section 12.3, (iii) the Noteholders’ and the Trustee’s obligations under Section 14.13, (iv) this Section 12.1(b) and (v) the Noteholders’ rights to registration of transfer and exchange under Section 2.8 and to replacement or substitution of mutilated, destroyed, lost or stolen Notes under Section 2.10(a) shall survive. The Trustee, on demand of the Securitization Entities, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture and the Guarantee and Collateral AgreementsAgreement.
Appears in 1 contract
Samples: Base Indenture (Wingstop Inc.)
Indenture Defeasance. The Co-Issuers Master Issuer may terminate all of their its obligations under the Indenture and all obligations of the Guarantors under the Guarantee and Collateral Agreements Agreement in respect thereof and release all Collateral so long as:
if: (i) the Co-Issuers Master Issuer irrevocably deposit deposits in trust with the Trustee, Trustee or with a trustee reasonably satisfactory to the Control Party, the Trustee and the Co-IssuersMaster Issuer, AMERICAS 94962794 130 U.S. Dollars and/or Government Securities in an amount sufficientsufficient (after giving effect to the application of funds on deposit in the Collection Account in accordance with the Priority of Payments), in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay all principal, premiums, premiums (including make-whole prepayment considerationpremiums), if any, and interest on the Outstanding Notes (including additional interest that accrues after an anticipated repayment date or renewal date, if applicable) to the applicable prepayment date, redemption date or maturity date, as the case may be, and to pay all other sums payable by them hereunder, under this Base Indenture, the Servicing Agreement, the Back-Up Management Agreement and under each other Transaction DocumentRelated Document and each Series Hedge Agreement; provided that any Government Securities shall must provide for the scheduled payment of all principal and interest thereon not later than the Business Day prior to the applicable prepayment date, redemption date or maturity date, as the case may be; , and the Trustee shall must have been irrevocably instructed by either Co-Issuer to apply such funds to the payment of principal, premiums, make-whole prepayment consideration premiums and interest with respect to the Notes and such other sums;
; (ii) all commitments under all Class A-1 Variable Funding Note Purchase Agreements have been and all Series Hedge Agreements are terminated on or before the date of such deposit;
; (iii) the Co-Issuers deliver Master Issuer delivers notice of such deposit to Noteholders not more than twenty (20) Business Days prior prepayment, redemption or maturity of the Notes in full to the date Noteholders of such depositOutstanding Notes, the Manager, the Trustee, the Control Party, the Controlling Class Representative, the Back-Up Manager, each Rating Agency and such the Servicer, which notice is expressly stated to be, or has become as of the prepayment date, redemption date or maturity date, as applicable, irrevocable (provided that such notice may be conditioned upon the contemporaneous closing of a financing the proceeds of which will be used to fund all or a portion of such deposit), and the date of prepayment, redemption or maturity as specified in such notice when delivered was not longer than twenty (20) Business Days after the date of such deposit has become, irrevocable;
notice; (iv) the Co-Issuers deliver Master Issuer delivers notice of such deposit to the Control Party, the ManagersManager, the Back-Up Manager and each Rating Agency Agency, on or before the date of the deposit; and
and (v) an Opinion of Counsel is delivered the Master Issuer delivers to the Trustee and the Servicer by the Co-Issuers an Opinion of Counsel to the effect that all conditions precedent set forth herein with respect to such termination have been satisfied. Upon satisfaction of such conditions, the Indenture and the Guarantee and Collateral Agreements Agreement shall be discharged and cease to be of further effect; except that (i) the rights and obligations of the Trustee hereunder, including, without limitation, the Trustee’s rights to compensation and indemnity under Section 10.5, and the Guarantor’s guaranty thereof, (ii) the Trustee’s and the Paying Agent’s obligations under Section 12.2 and Section 12.3, (iii) the Noteholders’ and the Trustee’s obligations under Section 14.13, (iv) this Section 12.1(b) and (v) the Noteholders’ rights to registration of transfer and exchange under Section 2.8 and to replacement or substitution of mutilated, destroyed, lost or stolen Notes under Section 2.10(a) shall survive. The Trustee, on demand of the Securitization Entities, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture and the Guarantee and Collateral AgreementsAgreement.
Appears in 1 contract
Indenture Defeasance. The Co-Issuers Issuer may terminate all of their its obligations under the Indenture and all obligations of the Guarantors under the Guarantee and Collateral Agreements Agreement in respect thereof and release all Collateral so long as:
(i) the Co-Issuers Issuer irrevocably deposit deposits in trust with the Trustee, or with a trustee reasonably satisfactory to the Control Party, the Trustee and the Co-IssuersIssuer, U.S. Dollars and/or Government Securities in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay all principal, premiums, make-whole prepayment consideration, if any, and interest on the Outstanding Notes (including additional interest that accrues after an anticipated repayment date or renewal date, if applicable) to the applicable prepayment date, redemption date or maturity date, as the case may be, and to pay all other sums payable by them under this Base Indenture, the Servicing Agreement, the Back-Up Management Agreement and each other Transaction Document; provided that any Government Securities shall provide for the scheduled payment of all principal and interest thereon not later than the Business Day prior to the applicable prepayment date, redemption date or maturity date, as the case may be; and the Trustee shall have been irrevocably instructed by either Co-the Issuer to apply such funds to the payment of principal, premiums, make-whole prepayment consideration and interest with respect to the Notes and such other sums;
(ii) all commitments under all Class A-1 Note Purchase Agreements have been terminated on or before the date of such deposit;
(iii) the Co-Issuers deliver Issuer delivers notice of such deposit to Noteholders not more than twenty (20) Business Days prior to the date of such deposit, and such notice is expressly stated to be, or as of the date of such deposit has become, irrevocable;
(iv) the Co-Issuers deliver Issuer delivers notice of such deposit to the Control Party, the ManagersManager, the Back-Up Manager and each Rating Agency on or before the date of the deposit; and
(v) an Opinion of Counsel is delivered to the Trustee and the Servicer by the Co-Issuers Issuer to the effect that all conditions precedent set forth herein with respect to such termination have been satisfied. Upon satisfaction of such conditions, the Indenture and the Guarantee and Collateral Agreements Agreement shall be discharged and cease to be of further effect; except that (i) the rights and obligations of the Trustee hereunder, including, without limitation, the Trustee’s rights to compensation and indemnity under Section 10.5, and the Guarantor’s guaranty thereof, (ii) the Trustee’s and the Paying Agent’s obligations under Section 12.2 and Section 12.3, (iii) the Noteholders’ and the Trustee’s obligations under Section 14.13, (iv) this Section 12.1(b) and (v) the Noteholders’ rights to registration of transfer and exchange under Section 2.8 and to replacement or substitution of mutilated, destroyed, lost or stolen Notes under Section 2.10(a) shall survive. The Trustee, on demand of the Securitization Entities, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture and the Guarantee and Collateral AgreementsAgreement.
Appears in 1 contract
Indenture Defeasance. The Co-Issuers may terminate all of their obligations under the Indenture and all obligations of the Guarantors Additional IP Holders under the Guarantee and Collateral G&C Agreements in respect thereof and release all Collateral so long asif:
(i) the Co-Issuers irrevocably deposit in trust with the Trustee or at the option of the Trustee, or with a trustee reasonably satisfactory to the Control Party, the Trustee and the Co-IssuersIssuers under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, U.S. Dollars and/or Government Securities in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay all (without consideration of any reinvestment), when due, principal, premiums, make-whole prepayment considerationpremiums, if any, and interest on the Outstanding Notes (including additional interest that accrues after an anticipated repayment date or renewal date, if applicable) to the applicable prepayment date, redemption date or maturity date, as the case may be, and to pay all other sums payable by them hereunder and under this Base Indenture, the Servicing Agreement, the Back-Up Management Agreement and each other Transaction DocumentIndenture Document and under any Series Hedge Agreement; provided that any Government Securities deposited in trust shall provide for the scheduled payment of all principal and interest thereon not later than the Business Day prior to the applicable prepayment date, redemption date or maturity date, as the case may be; and provided, further, that if (x) the deposit is held by a trustee of an irrevocable trust other than the Trustee, such trustee shall have been irrevocably instructed by the Co-Issuers to pay such money or the proceeds of such U.S. Government Securities to the Trustee on or prior to the prepayment date, redemption date or maturity date, as applicable, and (y) the Trustee shall have been irrevocably instructed by either the Co-Issuer Issuers to apply such funds money or the proceeds of such U.S. Government Securities to the payment of principal, premiums, make-whole prepayment consideration said principal and interest with respect to the Notes and such other sumsobligations;
(ii) all commitments under all Class A-1 Variable Funding Note Purchase Agreements and all Series Hedge Agreements have been terminated on or before the date of such depositterminated;
(iii) the Co-Issuers deliver notice of such deposit to Noteholders not more than twenty (20) Business Days prior prepayment, redemption or maturity of the Notes in full to the date Noteholders of such depositOutstanding Notes, the Manager, the Trustee, the Control Party, the Controlling Class Representative, the Back-Up Manager and such the Rating Agencies, which notice is expressly stated to be, or has become as of the prepayment date, redemption date or maturity date, as applicable, irrevocable, and the date of prepayment, redemption or maturity as specified in such notice when delivered was not longer than twenty (20) Business Days after the date of such deposit has become, irrevocablenotice;
(iv) the Co-Issuers deliver notice of such the deposit made pursuant to Section 12.1(b)(ii) to the Control Party, the ManagersManager, the Back-Up Manager and each the Rating Agency Agencies on or before the date of the deposit; and;
(v) an Opinion of Counsel is delivered the Co-Issuers deliver to the Trustee and the Servicer by the Co-Issuers an Opinion of Counsel to the effect that all conditions precedent set forth herein with respect to such termination have been satisfied; and
(vi) the Co-Issuers deliver to the Trustee an Opinion of Counsel confirming that, subject to customary assumptions and exclusions, (a) the Co-Issuers have received from, or there has been published by, the United States Internal Revenue Service a ruling or (b) since the Closing Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel will confirm that, subject to customary assumptions and exclusions, the Noteholders of the Outstanding Notes will not recognize income, gain or losses for U.S. federal income tax purposes with respect to their ownership of the Notes solely as a result of such termination, and will be subject to U.S. federal income tax with respect to their ownership of the Notes on the same amounts, in the same manner and at the same times as would have been the case if such termination had not occurred. Upon satisfaction of such conditions, the Indenture and the Guarantee and Collateral Agreements each G&C Agreement shall be discharged and cease to be of further effect; except that (i) the rights and obligations of the Trustee hereunder, including, without limitation, the Trustee’s rights to compensation and indemnity under Section 10.5, and the Guarantorany Additional IP Holder’s guaranty thereof, (ii) the Trustee’s and the Paying Agent’s obligations under Section 12.2 and Section 12.3, (iii) the Noteholders’ and the Trustee’s obligations under Section 14.13, (iv) this Section 12.1(b) and (v) the Noteholders’ rights to registration of transfer and exchange under Section 2.8 and to replacement or substitution of mutilated, destroyed, lost or stolen Notes under Section 2.10(a) shall survive. The Trustee, on demand of the Securitization Entities, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture and the Guarantee and Collateral Agreementseach G&C Agreement.
Appears in 1 contract
Indenture Defeasance. The Co-Issuers may terminate all of their obligations under and the Indenture and all obligations of the Guarantors under the Guarantee and Collateral Agreements in respect thereof and release all Collateral so long asIndenture Documents if:
(i) the Co-Issuers irrevocably deposit in trust with the Trustee or at the option of the Trustee, or with a trustee reasonably satisfactory to the Control Party, the Trustee and the Co-IssuersIssuers under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, U.S. Dollars and/or Government Securities in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay all (without consideration of any reinvestment), when due, principal, premiums, make-whole prepayment consideration, if any, and interest on the Outstanding Notes (including additional interest that accrues after an anticipated repayment date a Series Anticipated Repayment Date or renewal dateClass A-1 Notes Renewal Date, if applicable) to the applicable prepayment dateprepayment, redemption date or maturity datematurity, as the case may be, and to pay all other sums payable by them hereunder and under this Base Indenture, the Servicing Agreement, the Back-Up Management Agreement and each other Transaction DocumentDocument and each Series Hedge Agreement; provided that any Government Securities deposited in trust shall provide for the scheduled payment of all principal and interest thereon not later than the Business Day prior to the applicable prepayment date, redemption date or maturity date, as the case may be; and provided, further, that if (x) the deposit is held by a trustee of an irrevocable trust other than the Trustee, such trustee shall have been irrevocably instructed by the Co-Issuers to pay such money or the proceeds of such U.S. Government Securities to the Trustee on or prior to the prepayment date, redemption date or maturity date, as applicable, and (y) the Trustee shall have been irrevocably instructed by either the Co-Issuer Issuers to apply such funds money or the proceeds of such U.S. Government Securities to the payment of said principal, premiums, make-whole prepayment consideration consideration, if any, and interest with respect to the Notes and such other sumsobligations;
(ii) all commitments under all Class A-1 Note Purchase Agreements and all Series Hedge Agreements have been terminated on or before the date of such deposit;
(iii) the Co-Issuers deliver notice of such deposit to the Noteholders not of Outstanding Notes no more than twenty (20) Business Days prior to the date of such deposit, deposit and such notice is expressly stated to be, or as of the date of such the deposit has become, irrevocable;
(iv) the Co-Issuers deliver notice of such deposit to the Control Party, the ManagersManager, the Back-Up Manager Manager, the Rating Agencies and each Rating Agency the Servicer, on or before the date of the deposit; and
(v) an Opinion of Counsel is delivered to the Trustee and the Servicer by the Co-Issuers to the effect that all conditions precedent set forth herein with respect to such termination have been satisfied. Upon satisfaction of such conditions, the Indenture and Indenture, the Guarantee and Collateral Agreements Agreement and all other Indenture Documents shall be discharged and cease to be of further effect; except that (i) the rights and obligations of the Trustee hereunder, including, without limitation, the Trustee’s rights to compensation and indemnity under Section 10.5, and the Guarantor’s guaranty thereof, (ii) the Trustee’s and the Paying Agent’s obligations under Section 12.2 and Section 12.3, (iii) the Noteholders’ and the Trustee’s obligations under Section 14.13, (iv) this Section 12.1(b) and (v) the Noteholders’ rights to registration of transfer and exchange under Section 2.8 and to replacement or substitution of mutilated, destroyed, lost or stolen Notes under Section 2.10(a) shall survive. The Trustee, on demand of the Securitization Entities, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture and the Guarantee and Collateral AgreementsAgreement.
Appears in 1 contract
Indenture Defeasance. The Co-Issuers may terminate all of their obligations under hereunder and the Indenture and all obligations of the Guarantors under the Guarantee and Collateral Agreements Agreement in respect thereof and release all Collateral so long asif:
(i) the Co-Issuers irrevocably deposit in trust with the Trustee, or with a trustee reasonably satisfactory to the Control Party, the Trustee and the Co-Issuers, U.S. Dollars and/or Government Securities in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay all principal, premiums, make-whole prepayment consideration, if any, consideration and interest on the Outstanding Notes (including additional interest that accrues after an anticipated repayment date a Series Anticipated Repayment Date or renewal dateClass A-1 Notes Renewal Date, if applicable) to the applicable prepayment date, redemption date or maturity date, as the case may be, and to pay all other sums payable by them hereunder and under this Base Indenture, the Servicing Agreement, the Back-Up Management Agreement and Agreement, each other Transaction DocumentDocument and each Series Hedge Agreement; provided that any Government Securities shall provide for the scheduled payment of all principal and interest thereon not later than the Business Day prior to the applicable prepayment date, redemption date or maturity date, as the case may be; be and the Trustee shall have been irrevocably instructed by either Co-Issuer to apply such funds to the payment of principal, premiums, make-whole prepayment consideration and interest with respect to the Notes and such other sums;
(ii) all commitments under all Class A-1 Note Purchase Agreements and all Series Hedge Agreements have been terminated on or before the date of such deposit;
(iii) the Co-Issuers deliver notice of such deposit to the Noteholders not more than twenty (20) Business Days prior to the date of such deposit, the deposit and such notice is expressly stated to be, or as of the date of such the deposit has become, irrevocable;
(iv) the Co-Issuers deliver notice of such deposit to the Control Party, the ManagersManager, the Back-Up Manager and each the Rating Agency Agencies on or before the date of the deposit; and
(v) an Opinion of Counsel is delivered the Co-Issuers deliver to the Trustee and the Servicer by the Co-Issuers Control Party an Opinion of Counsel to the effect that all conditions precedent set forth herein with respect to such termination have been satisfied. Upon satisfaction of such conditions, the Indenture and Indenture, the Guarantee and Collateral Agreements Agreement and all other Indenture Documents shall be discharged and cease to be of further effect; except that (i) the rights and obligations of the Trustee hereunder, including, without limitation, the Trustee’s rights to compensation and indemnity under Section 10.5, and the Guarantor’s guaranty thereof, (ii) the Trustee’s and the Paying Agent’s obligations under Section 12.2 and Section 12.3, (iii) the Noteholders’ and the Trustee’s obligations under Section 14.13, (iv) this Section 12.1(b) and (v) the Noteholders’ rights to registration of transfer and exchange under Section 2.8 and to replacement or substitution of mutilated, destroyed, lost or stolen Notes under Section 2.10(a) shall survive. The Trustee, on demand of the Securitization Entities, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture and the Guarantee and Collateral AgreementsAgreement.
Appears in 1 contract
Indenture Defeasance. The Co-Issuers Issuer may terminate all of their its obligations under and the Indenture and all obligations of the Guarantors under the Guarantee and Collateral Agreements in respect thereof and release all Collateral so long asTransaction Documents if:
(i) the Co-Issuers Issuer irrevocably deposit deposits in trust with the Trustee or at the option of the Trustee, or with a trustee reasonably satisfactory to the Control Party, the Trustee and the Co-IssuersIssuer under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, U.S. Dollars and/or Government Securities in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay all (without consideration of any reinvestment), when due, principal, premiums, make-whole prepayment consideration, if any, and interest on the Outstanding Notes (including additional interest that accrues after an anticipated repayment date or renewal datea Series Anticipated Repayment Date, if applicable) to the applicable prepayment dateprepayment, redemption date or maturity datematurity, as the case may be, and to pay all other sums payable by them hereunder and under this Base Indenture, the Servicing Agreement, the Back-Up Management Agreement and each other Transaction Document; provided that any Government Securities deposited in trust shall provide for the scheduled payment of all principal and interest thereon not later than the Business Day prior to the applicable prepayment date, redemption date or maturity date, as the case may be; and provided, further, that if (x) the deposit is held by a trustee of an irrevocable trust other than the Trustee, such trustee shall have been irrevocably instructed by the Issuer to pay such money or the proceeds of such U.S. Government Securities to the Trustee on or prior to the prepayment date, redemption date or maturity date, as applicable, and (y) the Trustee shall have been irrevocably instructed by either Co-the Issuer to apply such funds money or the proceeds of such U.S. Government Securities to the payment of said principal, premiums, make-whole prepayment consideration consideration, if any, and interest with respect to the Notes and such other sumsobligations;
(ii) all commitments under all Class A-1 Note Purchase Agreements have been terminated on or before the date of such deposit;
(iii) the Co-Issuers deliver Issuer delivers notice of such deposit to the Noteholders not of Outstanding Notes no more than twenty (20) Business Days prior to the date of such deposit, deposit and such notice is expressly stated to be, or as of the date of such the deposit has become, irrevocable;
(iviii) the Co-Issuers deliver Issuer delivers notice of such deposit to the Control Party, the ManagersManager, the Back-Up Manager and Manager, each Rating Agency (if applicable) and the Control Party, on or before the date of the deposit; and
(viv) an Opinion of Counsel is delivered to the Trustee and the Servicer Control Party by the Co-Issuers Issuer to the effect that all conditions precedent set forth herein with respect to such termination have been satisfied. Upon satisfaction of such conditions, the Indenture and Indenture, the Guarantee and Collateral Agreements Agreement and all other Transaction Documents shall be discharged and cease to be of further effect; except that (i) the rights and obligations of the Trustee hereunder, including, without limitation, the Trustee’s rights to compensation and indemnity under Section 10.5, 10.5 and the Guarantor’s guaranty thereof, (ii) the Trustee’s and the Paying Agent’s obligations under Section 12.2 and Section 12.3, (iii) the Noteholders’ and the Trustee’s obligations under Section 14.13, (iv) this Section 12.1(b) and (v) the Noteholders’ rights to registration of transfer and exchange under Section 2.8 and to replacement or substitution of mutilated, destroyed, lost or stolen Notes under Section 2.10(a) shall survive. The Trustee, on demand of and at the Securitization Entitiesexpense of the Issuer, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture and the Guarantee and Collateral AgreementsAgreement.
Appears in 1 contract
Samples: Base Indenture (Fat Brands, Inc)
Indenture Defeasance. The Co-Issuers Issuer may terminate all of their its obligations under the Indenture and all obligations of the Guarantors under the Guarantee and Collateral Agreements in respect thereof and release all Collateral so long asTransaction Documents if:
(i) the Co-Issuers Issuer irrevocably deposit deposits in trust with the Trustee or at the option of the Trustee, or with a trustee reasonably satisfactory to the Control Party, the Trustee and the Co-IssuersIssuer under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, U.S. Dollars and/or Government Securities in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay all (without consideration of any reinvestment), when due, principal, premiums, make-whole prepayment consideration, if any, and interest on the Outstanding Notes (including additional interest that accrues after an anticipated repayment date or renewal datea Series Anticipated Repayment Date, if applicable) to the applicable prepayment dateprepayment, redemption date or maturity datematurity, as the case may be, and to pay all other sums payable by them hereunder and under this Base Indenture, the Servicing Agreement, the Back-Up Management Agreement and each other Transaction Document; provided that any Government Securities deposited in trust shall provide for the scheduled payment of all principal and interest thereon not later than the Business Day prior to the applicable prepayment date, redemption date or maturity date, as the case may be; and provided, further, that if (x) the deposit is held by a trustee of an irrevocable trust other than the Trustee, such trustee shall have been irrevocably instructed by the Issuer to pay such money or the proceeds of such U.S. Government Securities to the Trustee on or prior to the prepayment date, redemption date or maturity date, as applicable, and (y) the Trustee shall have been irrevocably instructed by either Co-the Issuer to apply such funds money or the proceeds of such U.S. Government Securities to the payment of said principal, premiums, make-whole prepayment consideration consideration, if any, and interest with respect to the Notes and such other sumsobligations;
(ii) all commitments under all Class A-1 Note Purchase Agreements have been terminated on or before the date of such depositReserved;
(iii) the Co-Issuers deliver Issuer delivers notice of such deposit to the Noteholders not of Outstanding Notes no more than twenty (20) Business Days prior to the date of such deposit, deposit and such notice is expressly stated to be, or as of the date of such the deposit has become, irrevocable;
(iv) the Co-Issuers deliver Issuer delivers notice of such deposit to the Control Party, the ManagersManager, the Back-Up Manager Manager, the Rating Agencies and each Rating Agency the Control Party, on or before the date of the deposit; and
(v) an Opinion of Counsel is delivered to the Trustee and the Servicer Control Party by the Co-Issuers Issuer to the effect that all conditions precedent set forth herein with respect to such termination have been satisfied. Upon satisfaction of such conditions, the Indenture and the Guarantee and Collateral Agreements all other Transaction Documents shall be discharged and cease to be of further effect; except that (i) the rights and obligations of the Trustee hereunder, including, without limitation, the Trustee’s rights to compensation and indemnity under Section 10.5, and the Guarantor’s guaranty thereof, (ii) the Trustee’s and the Paying Agent’s obligations under Section 12.2 and Section 12.3, (iii) the Noteholders’ and the Trustee’s obligations under Section 14.13, (iv) this Section 12.1(b) and (v) the Noteholders’ rights to registration of transfer and exchange under Section 2.8 and to replacement or substitution of mutilated, destroyed, lost or stolen Notes under Section 2.10(a) shall survive. The Trustee, on demand of and at the Securitization Entitiesexpense of the Issuer, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture and the Guarantee and Collateral AgreementsIndenture.
Appears in 1 contract
Samples: Base Indenture (Fat Brands, Inc)
Indenture Defeasance. The Co-Issuers may terminate all of their obligations under the Indenture and all obligations of the Guarantors under the Guarantee and Collateral Agreements in respect thereof and release all Collateral so long as:
(i) the Co-Issuers irrevocably deposit in trust with the Trustee, or with a trustee reasonably satisfactory to the Control Party, the Trustee and the Co-Issuers, U.S. Dollars and/or Government Securities in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay all principal, premiums, make-whole prepayment consideration, if any, and interest on the Outstanding Notes (including additional interest that accrues after an anticipated repayment date or renewal date, if applicable) to the applicable prepayment date, redemption date or maturity date, as the case may be, and to pay all other sums payable by them under this Base Indenture, the Servicing Agreement, the Back-Up Management Agreement and each other Transaction Document; provided that any Government Securities shall provide for the scheduled payment of all principal and interest thereon not later than the Business Day prior to the applicable prepayment date, redemption date or maturity date, as the case may be; and the Trustee shall have been irrevocably instructed by either Co-Issuer to apply such funds to the payment of principal, premiums, make-whole prepayment consideration and interest with respect to the Notes and such other sums;
(ii) all commitments under all Class A-1 Note Purchase Agreements have been terminated on or before the date of such deposit;
(iii) the Co-Issuers deliver notice of such deposit to Noteholders not more than twenty (20) Business Days prior to the date of such deposit, and such notice is expressly stated to be, or as of the date of such deposit has become, irrevocable;
(iv) the Co-Issuers deliver notice of such deposit to the Control Party, the Managers, the Back-Up Manager and each Rating Agency on or before the date of the deposit; and
(v) an Opinion of Counsel is delivered to the Trustee and the Servicer by the Co-Issuers to the effect that all conditions precedent set forth herein with respect to such termination have been satisfied. Upon satisfaction of such conditions, the Indenture and the Guarantee and Collateral Agreements shall be discharged and cease to be of further effect; except that (i) the rights and obligations of the Trustee hereunder, including, without limitation, the Trustee’s rights to compensation and indemnity under Section 10.5, and the Guarantor’s guaranty thereof, (ii) the Trustee’s and the Paying Agent’s obligations under Section 12.2 and Section 12.3, (iii) the Noteholders’ and the Trustee’s obligations under Section 14.13, (iv) this Section 12.1(b) and (v) the Noteholders’ rights to registration of transfer and exchange under Section 2.8 and to replacement or substitution of mutilated, destroyed, lost or stolen Notes under Section 2.10(a) shall survive. The Trustee, on demand of the Securitization Entities, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture and the Guarantee and Collateral Agreements.
Appears in 1 contract
Samples: Amendment No. 5 to the Amended and Restated Base Indenture (Driven Brands Holdings Inc.)
Indenture Defeasance. The Co-Issuers Master Issuer may terminate all of their its obligations under the Indenture and all obligations of the Guarantors under the Guarantee and Collateral Agreements Agreement in respect thereof and release all Collateral so long asif:
(i) the Co-Issuers Master Issuer irrevocably deposit deposits in trust with the Trustee, Trustee or with a trustee reasonably satisfactory to the Control Party, the Trustee and the Co-IssuersMaster Issuer, U.S. Dollars and/or Government Securities in an amount sufficientsufficient (after giving effect to the application of funds on deposit in the Collection Account in accordance with the Priority of Payments), in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay all principal, premiums, premiums (including make-whole prepayment considerationpremiums), if any, and interest on the Outstanding Notes (including additional interest that accrues after an anticipated repayment date or renewal date, if applicable) to the applicable prepayment date, redemption date or maturity date, as the case may be, and to pay all other sums payable by them hereunder, under this Base Indenture, the Servicing Agreement, the Back-Up Management Agreement and under each other Transaction DocumentRelated Document and each Series Hedge Agreement; provided that any Government Securities shall must provide for the scheduled payment of all principal and interest thereon not later than the Business Day prior to the applicable prepayment date, redemption date or maturity date, as the case may be; , and the Trustee shall must have been irrevocably instructed by either Co-Issuer to apply such funds to the payment of principal, premiums, make-whole prepayment consideration premiums and interest with respect to the Notes and such other sums;
(ii) all commitments under all Class A-1 Variable Funding Note Purchase Agreements have been and all Series Hedge Agreements are terminated on or before the date of such deposit;
(iii) the Co-Issuers deliver Master Issuer delivers notice of such deposit to Noteholders not more than twenty (20) Business Days prior prepayment, redemption or maturity of the Notes in full to the date Noteholders of such depositOutstanding Notes, the Manager, the Trustee, the Control Party, the Controlling Class Representative, the Back-Up Manager, the Rating Agency and such the Servicer, which notice is expressly stated to be, or has become as of the prepayment date, redemption date or maturity date, as applicable, irrevocable (provided that such notice may be conditioned upon the contemporaneous closing of a financing the proceeds of which will be used to fund all or a portion of such deposit), and the date of prepayment, redemption or maturity as specified in such notice when delivered was not longer than twenty (20) Business Days after the date of such deposit has become, irrevocablenotice;
(iv) the Co-Issuers deliver Master Issuer delivers notice of such deposit to the Control Party, the ManagersManager, the Back-Up Manager and each the Rating Agency Agency, on or before the date of the deposit; and
(v) an Opinion of Counsel is delivered the Master Issuer delivers to the Trustee and the Servicer by the Co-Issuers an Opinion of Counsel to the effect that all conditions precedent set forth herein with respect to such termination have been satisfied. Upon satisfaction of such conditions, the Indenture and the Guarantee and Collateral Agreements Agreement shall be discharged and cease to be of further effect; except that (i) the rights and obligations of the Trustee hereunder, including, without limitation, the Trustee’s rights to compensation and indemnity under Section 10.5, and the Guarantor’s guaranty thereof, (ii) the Trustee’s and the Paying Agent’s obligations under Section 12.2 and Section 12.3, (iii) the Noteholders’ and the Trustee’s obligations under Section 14.13, (iv) this Section 12.1(b) and (v) the Noteholders’ rights to registration of transfer and exchange under Section 2.8 and to replacement or substitution of mutilated, destroyed, lost or stolen Notes under Section 2.10(a) shall survive. The Trustee, on demand of the Securitization Entities, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture and the Guarantee and Collateral AgreementsAgreement.
Appears in 1 contract
Samples: Base Indenture (Wendy's Co)
Indenture Defeasance. The Co-Issuers Issuer may terminate all of their its obligations under the Indenture and all obligations of the Guarantors under the Guarantee and Collateral Agreements in respect thereof Indenture Documents and release all Collateral so long as:
(i) the Co-Issuers Issuer irrevocably deposit deposits in trust with the Trustee, or at the option of the Trustee with a trustee reasonably satisfactory to the Control Party, the Trustee and the Co-IssuersIssuer under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, U.S. Dollars and/or Government Securities in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay (without consideration of any reinvestment) all principal, premiums, make-whole prepayment consideration, if any, and interest on the Outstanding Notes (including additional interest that accrues after an anticipated repayment date a Series Anticipated Repayment Date or renewal dateClass A-1 Notes Renewal Date, if applicable) and Series Hedge Payment Amounts to the applicable prepayment date, redemption date or maturity date, as the case may be, and to pay all other sums payable by them under this Base Indenture, the Servicing Agreement, the Back-Up Management Agreement and each other Transaction DocumentDocument including any Series Hedge Agreement; provided that any Government Securities shall provide for the scheduled payment of all principal and interest thereon not later than the Business Day prior to the applicable prepayment date, redemption date or maturity date, as the case may be; and provided, further, that if (x) the deposit is held by a trustee of an irrevocable trust other than the Trustee, such trustee shall have been irrevocably instructed by the Issuer to pay such money or the proceeds of such Government Securities to the Trustee on or prior to the prepayment date, redemption date or maturity date, as applicable, and (y) the Trustee shall have been irrevocably instructed by either Co-the Issuer to apply such funds money or the proceeds of such Government Securities to the payment of principal, premiums, make-whole prepayment consideration and interest with respect to the Notes and such other sums;
(ii) all commitments under all Class A-1 Note Purchase Agreements have been terminated and all Series Hedge Agreements have been terminated, in each case, on or before the date of such deposit;
(iii) the Co-Issuers deliver Issuer delivers notice of such deposit to Noteholders not more than twenty (20) Business Days prior to the date of such deposit, and such notice is expressly stated to be, or as of the date of such deposit has become, irrevocable;
(iv) the Co-Issuers deliver Issuer delivers notice of such deposit to the Trustee, the Control Party, the ManagersManager, the Back-Up Manager and each Rating Agency on or before the date of the deposit; and
(v) an Opinion of Counsel is delivered to the Trustee and the Servicer by the Co-Issuers Issuer to the effect that all conditions precedent set forth herein with respect to such termination have been satisfied. Upon satisfaction of such conditions, the Indenture and Indenture, the Guarantee and Collateral Agreements Agreement and all other Indenture Documents shall be discharged and cease to be of further effect; except that (i) the rights and obligations of the Trustee hereunder, including, without limitation, the Trustee’s rights to compensation and indemnity under Section 10.5, and the Guarantor’s Guarantors’ guaranty thereof, (ii) the Trustee’s and the Paying Agent’s obligations under Section Sections 10.11, 12.2 and Section 12.3, (iii) the Noteholders’ and the Trustee’s obligations under Section 14.13, (iv) this Section 12.1(b) and (v) the Noteholders’ rights to registration of transfer and exchange under Section 2.8 and to replacement or substitution of mutilated, destroyed, lost or stolen Notes under Section 2.10(a) shall survivesurvive (or in each case, to de-registration and/or registration of Uncertificated Notes) in addition to any other provisions which by their express terms survive the termination thereof. The Trustee, on demand of the Securitization Entities, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture and the Guarantee and Collateral AgreementsAgreement.
Appears in 1 contract
Indenture Defeasance. The Co-Issuers may terminate all of their obligations under the Indenture and all obligations of the Guarantors under the Guarantee and Collateral Agreements Global G&C Agreement in respect thereof and release all Collateral so long asif:
(i) the Co-Issuers irrevocably deposit in trust with the Trustee or at the option of the Trustee, or with a trustee reasonably satisfactory to the Control Party, the Trustee and the Co-IssuersIssuers under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, U.S. Dollars and/or Government Securities in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay all (without consideration of any reinvestment), when due, principal, premiums, make-whole prepayment considerationpremiums, if any, and interest on the Outstanding Notes (including additional interest that accrues after an anticipated repayment date or renewal date, if applicable) to the applicable prepayment dateprepayment, redemption date or maturity datematurity, as the case may be, and to pay all other sums payable by them hereunder and under this Base Indenture, the Servicing Agreement, the Back-Up Management Agreement and each other Transaction DocumentIndenture Document and under any Series Hedge Agreement; provided that any Government Securities deposited in trust shall provide for the scheduled payment of all principal and interest thereon not later than the Business Day prior to the applicable prepayment date, redemption date or maturity date, as the case may be; and provided, further, that if (x) the deposit is held by a trustee of an irrevocable trust other than the Trustee, such trustee shall have been irrevocably instructed by the Co-Issuers to pay such money or the proceeds of such U.S. Government Securities to the Trustee on or prior to the prepayment date, redemption date or maturity date, as applicable, and (y) the Trustee shall have been irrevocably instructed by either the Co-Issuer Issuers to apply such funds money or the proceeds of such U.S. Government Securities to the payment of principal, premiums, make-whole prepayment consideration said principal and interest with respect to the Notes and such other sumsobligations;
(ii) all commitments under all Class A-1 Variable Funding Note Purchase Agreements and all Series Hedge Agreements have been terminated on or before the date of such depositterminated;
(iii) the Co-Issuers deliver notice of such deposit to Noteholders not more than twenty (20) Business Days prior prepayment, redemption or maturity of the Notes in full to the date Noteholders of such depositOutstanding Notes, the Manager, the Trustee, the Control Party, the Controlling Class Representative, the Back-Up Manager and such the Rating Agencies, which notice is expressly stated to be, or has become as of the prepayment date, redemption date or maturity date, as applicable, irrevocable, and the date of prepayment, redemption or maturity as specified in such notice when delivered was not longer than twenty (20) Business Days after the date of such deposit has become, irrevocablenotice;
(iv) the Co-Issuers deliver notice of such deposit to the Control Party, the ManagersManager, the Back-Up Manager and each the Rating Agency Agencies on or before the date of the deposit; and
(v) an Opinion of Counsel is delivered to the Trustee and the Servicer by the Co-Issuers to the effect that all conditions precedent set forth herein with respect to such termination have been satisfied. Upon satisfaction of such conditions, the Indenture and the Guarantee and Collateral Agreements Global G&C Agreement shall be discharged and cease to be of further effect; except that (i) the rights and obligations of the Trustee hereunder, including, without limitation, the Trustee’s rights to compensation and indemnity under Section 10.5, and the Guarantor’s guaranty thereof, (ii) the Trustee’s and the Paying Agent’s obligations under Section 12.2 and Section 12.3, (iii) the Noteholders’ and the Trustee’s obligations under Section 14.13, (iv) this Section 12.1(b) and (v) the Noteholders’ rights to registration of transfer and exchange under Section 2.8 and to replacement or substitution of mutilated, destroyed, lost or stolen Notes under Section 2.10(a) shall survive. The Trustee, on demand of the Securitization Entities, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture and the Guarantee and Collateral AgreementsGlobal G&C Agreement.
Appears in 1 contract
Samples: Base Indenture (Dominos Pizza Inc)
Indenture Defeasance. The Co-Issuers Master Issuer may terminate all of their its obligations under the Indenture and all obligations of the Guarantors under the Guarantee and Collateral Agreements Agreement in respect thereof and release all Collateral so long asif:
(i) the Co-Issuers Master Issuer irrevocably deposit deposits in trust with the Trustee, Trustee or with a trustee reasonably satisfactory to the Control Party, the Trustee and the Co-IssuersMaster Issuer, U.S. Dollars and/or Government Securities in an amount sufficientsufficient (after giving effect to the application of funds on deposit in the Collection Account in accordance with the Priority of Payments), in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay all principal, premiums, premiums (including make-whole prepayment considerationpremiums), if any, and interest on the Outstanding Notes (including additional interest that accrues after an anticipated repayment date or renewal date, if applicable) to the applicable prepayment date, redemption date or maturity date, as the case may be, and to pay all other sums payable by them hereunder, under this Base Indenture, the Servicing Agreement, the Back-Up Management Agreement and under each other Transaction DocumentRelated Document and each Series Hedge Agreement; provided that any Government Securities shall must provide for the scheduled payment of all principal and interest thereon not later than the Business Day prior to the applicable prepayment date, redemption date or maturity date, as the case may be; , and the Trustee shall must have been irrevocably instructed by either Co-Issuer to apply such funds to the payment of principal, premiums, make-whole prepayment consideration premiums and interest with respect to the Notes and such other sums;
(ii) all commitments under all Class A-1 Variable Funding Note Purchase Agreements have been and all Series Hedge Agreements are terminated on or before the date of such deposit;
(iii) the Co-Issuers deliver Master Issuer delivers notice of such deposit to Noteholders not more than twenty (20) Business Days prior prepayment, redemption or maturity of the Notes in full to the date Noteholders of such depositOutstanding Notes, the Manager, the Trustee, the Control Party, the Controlling Class Representative, the Back-Up Manager, each Rating Agency and such the Servicer, which notice is expressly stated to be, or has become as of the prepayment date, redemption date or maturity date, as applicable, irrevocable (provided that such notice may be conditioned upon the contemporaneous closing of a financing the proceeds of which will be used to fund all or a portion of such deposit), and the date of prepayment, redemption or maturity as specified in such notice when delivered was not longer than twenty (20) Business Days after the date of such deposit has become, irrevocablenotice;
(iv) the Co-Issuers deliver Master Issuer delivers notice of such deposit to the Control Party, the ManagersManager, the Back-Up Manager and each Rating Agency Agency, on or before the date of the deposit; and
(v) an Opinion of Counsel is delivered the Master Issuer delivers to the Trustee and the Servicer by the Co-Issuers an Opinion of Counsel to the effect that all conditions precedent set forth herein with respect to such termination have been satisfied. Upon satisfaction of such conditions, the Indenture and the Guarantee and Collateral Agreements Agreement shall be discharged and cease to be of further effect; except that (i) the rights and obligations of the Trustee hereunder, including, without limitation, the Trustee’s rights to compensation and indemnity under Section 10.510.05, and the Guarantor’s guaranty thereof, (ii) the Trustee’s and the Paying Agent’s obligations under Section 12.2 12.02 and Section 12.312.03, (iii) the Noteholders’ and the Trustee’s obligations under Section 14.13, (iv) this Section 12.1(b12.01(b) and (v) the Noteholders’ rights to registration of transfer and exchange under Section 2.8 2.08 and to replacement or substitution of mutilated, destroyed, lost or stolen Notes under Section 2.10(a) shall survive. The Trustee, on demand of the Securitization Entities, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture and the Guarantee and Collateral AgreementsAgreement.
Appears in 1 contract
Indenture Defeasance. The Co-Issuers Master Issuer may terminate all of their its obligations under the Indenture and all obligations of the Guarantors under the Guarantee and Collateral Agreements Agreement in respect thereof and release all Collateral so long asif:
(i) the Co-Issuers Master Issuer irrevocably deposit deposits in trust with the Trustee, Trustee or with a trustee reasonably satisfactory to the Control Party, the Trustee and the Co-IssuersMaster Issuer, U.S. Dollars and/or Government Securities in an amount sufficientsufficient (after giving effect to the application of funds on deposit in the Collection Account in accordance with the Priority of Payments), in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay all principal, premiums, premiums (including make-whole prepayment considerationpremiums), if any, and interest on the Outstanding Notes (including additional interest that accrues after an anticipated repayment date or renewal date, if applicable) to the applicable prepayment date, redemption date or maturity date, as the case may be, and to pay all other sums payable by them hereunder under this Base Indenture, the Servicing Agreement, the Back-Up Management Agreement each other Related Document and each other Transaction DocumentSeries Hedge Agreement; provided that any Government Securities shall must provide for the scheduled payment of all principal and interest thereon not later than the Business Day prior to the applicable prepayment date, redemption date or maturity date, as the case may be; , and the Trustee shall must have been irrevocably instructed by either Co-Issuer to apply such funds to the payment of principal, premiums, make-make- whole prepayment consideration premiums and interest with respect to the Notes and such other sums;
(ii) all commitments under all Class A-1 Variable Funding Note Purchase Agreements, Advance Funding Agreements have been and all Series Hedge Agreements are terminated on or before the date of such deposit;
(iii) the Co-Issuers deliver Master Issuer delivers notice of such deposit to Noteholders not more than twenty (20) Business Days prior prepayment, redemption or maturity of the Notes in full to the date Noteholders of such depositOutstanding Notes, the Manager, the Trustee, the Control Party, the Controlling Class Representative, the Back-Up Manager and such each Rating Agency, which notice is expressly stated to be, or has become as of the prepayment date, redemption date or maturity date, as applicable, irrevocable (provided that such notice may be conditioned upon the contemporaneous closing of a financing the proceeds of which will be used to fund all or a portion of such deposit), and the date of prepayment, redemption or maturity as specified in such notice when delivered was not longer than twenty (20) Business Days after the date of such deposit has become, irrevocablenotice;
(iv) the Co-Issuers deliver Master Issuer delivers notice of such deposit to the Control Party, the ManagersManager, the Back-Up Manager and each Rating Agency Agency, on or before the date of the deposit; and
(v) an Opinion of Counsel is delivered the Master Issuer delivers to the Trustee and the Servicer by the Co-Issuers Control Party an Opinion of Counsel to the effect that all conditions precedent set forth herein with respect to such termination have been satisfied. Upon satisfaction of such conditions, the Indenture and Indenture, the Guarantee and Collateral Agreements Agreement and each of the Related Documents shall be discharged and cease to be of further effecteffect (other than any provisions which by their express terms survive the termination thereof); except that (i) the rights and obligations of the Trustee hereunder, including, without limitation, the Trustee’s rights to compensation and indemnity under Section 10.5, and the Guarantor’s guaranty thereof, (ii) the Trustee’s and the Paying Agent’s obligations under Section 12.2 and Section 12.3, (iii) the Noteholders’ and the Trustee’s obligations under Section 14.13, (iv) this Section 12.1(b) and (v) the Noteholders’ rights to registration of transfer and exchange under Section 2.8 and to replacement or substitution of mutilated, destroyed, lost or stolen Notes under Section 2.10(a) shall survive. The Trustee, on demand of the Securitization Entities, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture and the Guarantee and Collateral AgreementsAgreement.
Appears in 1 contract
Indenture Defeasance. The Co-Issuers Issuer may terminate all of their its obligations under the Indenture and all obligations of the Guarantors under the Guarantee and Collateral Agreements Agreement in respect thereof and release all Collateral so long as:
(i) the Co-Issuers Issuer irrevocably deposit deposits in trust with the Trustee, or with a trustee reasonably satisfactory to the Control Party, the Trustee and the Co-IssuersIssuer, U.S. Dollars and/or Government Securities in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay all principal, premiums, make-whole prepayment consideration, if any, and interest on the Outstanding Notes (including additional interest that accrues after an anticipated repayment date or renewal date, if applicable) and Series Hedge Payment Amounts to the applicable prepayment date, redemption date or maturity date, as the case may be, and to pay all other sums payable by them under this Base Indenture, the Servicing Agreement, the Back-Up Management Agreement and each other Transaction Document, including any Series Hedge Agreement; provided that any Government Securities shall provide for the scheduled payment of all principal and interest thereon not later than the Business Day prior to the applicable prepayment date, redemption date or maturity date, as the case may be; and the Trustee shall have been irrevocably instructed by either Co-the Issuer to apply such funds to the payment of principal, premiums, make-whole prepayment consideration and interest with respect to the Notes and such other sums;
(ii) all commitments under all Class A-1 Note Purchase Agreements have been terminated and all Series Hedge Agreements have been terminated, in each case, on or before the date of such deposit;
(iii) the Co-Issuers deliver Issuer delivers notice of such deposit to Noteholders not more than twenty (20) Business Days prior to the date of such deposit, and such notice is expressly stated to be, or as of the date of such deposit has become, irrevocable;
(iv) the Co-Issuers deliver Issuer delivers notice of such deposit to the Control Party, the ManagersManager, the Back-Up Manager and each Rating Agency on or before the date of the deposit; and
(v) an Opinion of Counsel is delivered to the Trustee and the Servicer by the Co-Issuers Issuer to the effect that all conditions precedent set forth herein with respect to such termination have been satisfied. Upon satisfaction of such conditions, the Indenture and the Guarantee and Collateral Agreements Agreement shall be discharged and cease to be of further effect; except that (i) the rights and obligations of the Trustee hereunder, including, without limitation, the Trustee’s rights to compensation and indemnity under Section 10.5, and the Guarantor’s guaranty thereof, (ii) the Trustee’s and the Paying Agent’s obligations under Section Sections 10.11, 12.2 and Section 12.3, (iii) the Noteholders’ and the Trustee’s obligations under Section 14.13, (iv) this Section 12.1(b) and (v) the Noteholders’ rights to registration of transfer and exchange under Section 2.8 and to replacement or substitution of mutilated, destroyed, lost or stolen Notes under Section 2.10(a) shall survive. The Trustee, on demand of the Securitization Entities, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture and the Guarantee and Collateral AgreementsAgreement.
Appears in 1 contract
Samples: Base Indenture (Yum Brands Inc)
Indenture Defeasance. The Co-Issuers Issuer may terminate all of their its obligations under and the Indenture and all obligations of the Guarantors under the Guarantee and Collateral Agreements in respect thereof and release all Collateral so long asIndenture Documents if:
(i) the Co-Issuers Issuer irrevocably deposit deposits in trust with the Trustee or at the option of the Trustee, or with a trustee reasonably satisfactory to the Control Party, the Trustee and the Co-IssuersIssuer under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, U.S. Dollars and/or Government Securities in an amount sufficient, in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay all (without consideration of any reinvestment), when due, principal, premiums, make-whole prepayment consideration, Series Hedge Payment Amounts, if any, and interest on the Outstanding Notes (including additional interest that accrues after an anticipated repayment date a Series Anticipated Repayment Date or renewal dateClass A-1 Notes Renewal Date, if applicable) to the applicable prepayment dateprepayment, redemption date or maturity datematurity, as the case may be, and to pay all other sums payable by them hereunder and under this Base Indenture, the Servicing Agreement, the Back-Up Management Agreement and each other Transaction DocumentDocument and each Series Hedge Agreement; provided that any Government Securities deposited in trust shall provide for the scheduled payment of all principal and interest thereon not later than the Business Day prior to the applicable prepayment date, redemption date or maturity date, as the case may be; and provided, further, that if (x) the deposit is held by a trustee of an irrevocable trust other than the Trustee, such trustee shall have been irrevocably instructed by the Issuer to pay such money or the proceeds of such U.S. Government Securities to the Trustee on or prior to the prepayment date, redemption date or maturity date, as applicable, and (y) the Trustee shall have been irrevocably instructed by either Co-the Issuer to apply such funds money or the proceeds of such U.S. Government Securities to the payment of said principal, premiums, make-whole prepayment consideration consideration, if any, and interest with respect to the Notes and such other sumsobligations;
(ii) all commitments under all Class A-1 Note Purchase Agreements and all Series Hedge Agreements have been terminated on or before the date of such deposit;
(iii) the Co-Issuers deliver Issuer delivers notice of such deposit to the Noteholders not of Outstanding Notes no more than twenty (20) Business Days prior to the date of such deposit, deposit and such notice is expressly stated to be, or as of the date of such the deposit has become, irrevocable;
(iv) the Co-Issuers deliver Issuer delivers notice of such deposit to the Control Party, the ManagersManager, the Back-Up Manager Manager, the Rating Agencies and each Rating Agency the Servicer, on or before the date of the deposit; and
(v) an Opinion of Counsel is delivered to the Trustee and the Servicer by the Co-Issuers Issuer to the effect that all conditions precedent set forth herein with respect to such termination have been satisfied. Upon satisfaction of such conditions, the Indenture and Indenture, the Guarantee and Collateral Agreements Agreement and all other Indenture Documents shall be discharged and cease to be of further effect; except that (i) the rights and obligations of the Trustee hereunder, including, without limitation, the Trustee’s rights to compensation and indemnity under Section 10.5, and the Guarantor’s Guarantors’ guaranty thereof, (ii) the Trustee’s and the Paying Agent’s obligations under Section 12.2 and Section 12.3, (iii) the Noteholders’ and the Trustee’s obligations under Section 14.13, (iv) this Section 12.1(b) and (v) the Noteholders’ rights to registration of transfer and exchange under Section 2.8 and to replacement or substitution of mutilated, destroyed, lost or stolen Notes under Section 2.10(a) shall survivesurvive (or in each case, to de-registration and/or registration of Uncertificated Notes). The Trustee, on demand of the Securitization Entities, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture and the Guarantee and Collateral AgreementsAgreement.
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Indenture Defeasance. The Co-Issuers Master Issuer may terminate all of their its obligations under the Indenture and all obligations of the Guarantors under the Guarantee and Collateral Agreements Agreement in respect thereof and release all Collateral so long asif:
(i) the Co-Issuers Master Issuer irrevocably deposit deposits in trust with the Trustee, Trustee or with a trustee reasonably satisfactory to the Control Party, the Trustee and the Co-IssuersMaster Issuer, U.S. Dollars and/or Government Securities in an amount sufficientsufficient (after giving effect to the application of funds on deposit in the Collection Account in accordance with the Priority of Payments), in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay all principal, premiums, premiums (including make-whole prepayment considerationpremiums), if any, and interest on the Outstanding Notes (including additional interest that accrues after an anticipated repayment date or renewal date, if applicable) to the applicable prepayment date, redemption date or maturity date, as the case may be, and to pay all other sums payable by them hereunder, under this Base Indenture, the Servicing Agreement, the Back-Up Management Agreement and under each other Transaction DocumentRelated Document and each Series Hedge Agreement; provided that any Government Securities shall must provide for the scheduled payment of all principal and interest thereon not later than the Business Day prior to the applicable prepayment date, redemption date or maturity date, as the case may be; , and the Trustee shall must have been irrevocably instructed by either Co-Issuer to apply such funds to the payment of principal, premiums, make-whole prepayment consideration premiums and interest with respect to the Notes and such other sums;
(ii) all commitments under all Class A-1 Variable Funding Note Purchase Agreements have been and all Series Hedge Agreements are terminated on or before the date of such deposit;
(iii) the Co-Issuers deliver Master Issuer delivers notice of such deposit to Noteholders not more than twenty (20) Business Days prior prepayment, redemption or maturity of the Notes in full to the date Noteholders of such depositOutstanding Notes, the Manager, the Trustee, the Control Party, the Controlling Class Representative, the Back-Up Manager, the Rating Agency and such the Servicer, which notice is expressly stated to be, or has become as of the prepayment date, redemption date or maturity date, as applicable, irrevocable (provided that such notice may be conditioned upon the contemporaneous closing of a financing the proceeds of which shall be used to fund all or a portion of such deposit), and the date of prepayment, redemption or maturity as specified in such notice when delivered was not longer than twenty (20) Business Days after the date of such deposit has become, irrevocablenotice;
(iv) the Co-Issuers deliver Master Issuer delivers notice of such deposit to the Control Party, the ManagersManager, the Back-Up Manager and each the Rating Agency Agency, on or before the date of the deposit; and
(v) an Opinion of Counsel is delivered the Master Issuer delivers to the Trustee and the Servicer by the Co-Issuers an Opinion of Counsel to the effect that all conditions precedent set forth herein with respect to such termination have been satisfied. Upon satisfaction of such conditions, the Indenture and the Guarantee and Collateral Agreements Agreement shall be discharged and cease to be of further effect; except that (i) the rights and obligations of the Trustee hereunder, including, without limitation, the Trustee’s rights to compensation and indemnity under Section 10.5, and the Guarantor’s guaranty thereof, (ii) the Trustee’s and the Paying Agent’s obligations under Section 12.2 and Section 12.3, (iii) the Noteholders’ and the Trustee’s obligations under Section 14.13, (iv) this Section 12.1(b) and (v) the Noteholders’ rights to registration of transfer and exchange under Section 2.8 and to replacement or substitution of mutilated, destroyed, lost or stolen Notes under Section 2.10(a) shall survivesurvive (or in each case, to de-registration and/or registration of Uncertificated Notes). The Trustee, on demand of the Securitization Entities, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture and the Guarantee and Collateral AgreementsAgreement.
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Samples: Base Indenture (Wendy's Co)
Indenture Defeasance. The Co-Issuers Master Issuer may terminate all of their its obligations under the Indenture and all obligations of the Guarantors under the Guarantee and Collateral Agreements Agreement in respect thereof and release all Collateral so long asif:
(i) the Co-Issuers Master Issuer irrevocably deposit deposits in trust with the Trustee, Trustee or with a trustee reasonably satisfactory to the Control Party, the Trustee and the Co-IssuersMaster Issuer, U.S. Dollars and/or Government Securities in an amount sufficientsufficient (after giving effect to the application of funds on deposit in the Collection Account in accordance with the Priority of Payments), in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to pay all principal, premiums, premiums (including make-whole prepayment considerationpremiums), if any, and interest on the Outstanding Notes (including additional interest that accrues after an anticipated repayment date or renewal date, if applicable) to the applicable prepayment date, redemption date or maturity date, as the case may be, and to pay all other sums payable by them hereunder, under this Base Indenture, the Servicing Agreement, the Back-Up Management Agreement and under each other Transaction DocumentRelated Document and each Series Hedge Agreement; provided that any Government Securities shall must provide for the scheduled payment of all principal and interest thereon not later than the Business Day prior to the applicable prepayment date, redemption date or maturity date, as the case may be; , and the Trustee shall must have been irrevocably instructed by either Co-Issuer to apply such funds to the payment of principal, premiums, make-whole prepayment consideration premiums and interest with respect to the Notes and such other sums;
(ii) all commitments under all Class A-1 Variable Funding Note Purchase Agreements have been and all Series Hedge Agreements are terminated on or before the date of such deposit;
(iii) the Co-Issuers deliver Master Issuer delivers notice of such deposit to Noteholders not more than twenty (20) Business Days prior prepayment, redemption or maturity of the Notes in full to the date Noteholders of such depositOutstanding Notes, the Manager, the Trustee, the Control Party, the Controlling Class Representative, the Back-Up Manager, the Rating Agency and such the Servicer, which notice is expressly stated to be, or has become as of the prepayment date, redemption date or maturity date, as applicable, irrevocable (provided that such notice may be conditioned upon the contemporaneous closing of a financing the proceeds of which will be used to fund all or a portion of such deposit), and the date of prepayment, redemption or maturity as specified in such notice when delivered was not longer than twenty (20) Business Days after the date of such deposit has become, irrevocablenotice;
(iv) the Co-Issuers deliver Master Issuer delivers notice of such deposit to the Control Party, the ManagersManager, the Back-Up Manager and each the Rating Agency Agency, on or before the date of the deposit; and
(v) an Opinion of Counsel is delivered the Master Issuer delivers to the Trustee and the Servicer by the Co-Issuers an Opinion of Counsel to the effect that all conditions precedent set forth herein with respect to such termination have been satisfied. Upon satisfaction of such conditions, the Indenture and the Guarantee and Collateral Agreements Agreement shall be discharged and cease to be of further effect; except that (i) the rights and obligations of the Trustee hereunder, including, without limitation, the Trustee’s rights to compensation and indemnity under Section 10.5, and the Guarantor’s guaranty thereof, (ii) the Trustee’s and the Paying Agent’s obligations under Section 12.2 and Section 12.3, (iii) the Noteholders’ and the Trustee’s obligations under Section 14.13, (iv) this Section 12.1(b) and (v) the Noteholders’ rights to registration of transfer and exchange under Section 2.8 and to replacement or substitution of mutilated, destroyed, lost or stolen Notes under Section 2.10(a) shall survivesurvive (or in each case, to de-registration and/or registration of Uncertificated Notes). The Trustee, on demand of the Securitization Entities, shall execute proper instruments acknowledging confirmation of and discharge under the Indenture and the Guarantee and Collateral AgreementsAgreement.
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