New Issuances. (a) The Transferor may from time to time direct the Trustee to authenticate one or more new Series of Investor Certificates. The Investor Certificates of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement. (b) On or before the Series Issuance Date relating to any new Series, the parties hereto will execute and deliver a Supplement which will specify the Principal Terms of such new Series. The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. The obligation of the Trustee to authenticate the Investor Certificates of such new Series and to execute and deliver the related Supplement is subject to the satisfaction of the following conditions: (i) on or before the fifth Business Day immediately preceding the Series Issuance Date, the Transferor shall have given the Trustee, the Servicer, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement notice of such issuance and the Series Issuance Date; (ii) the Transferor shall have delivered to the Trustee the related Supplement, in form satisfactory to the Trustee, executed by each party hereto other than the Trustee; (iii) the Transferor shall have delivered to the Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee; (iv) the Transferor shall have received written notice from each Rating Agency that such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; (v) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor, dated the Series Issuance Date, to the effect that the Transferor reasonably believes that such issuance will not, based on the facts known to such officer at the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Series; (vi) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion, dated the Series Issuance Date, with respect to such issuance; and (vii) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage of the total amount of Principal Receivables, in each case as of the Series Issuance Date, and after giving effect to such issuance. In addition, the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate the Investor Certificates of such Series upon execution thereof by the Transferor. (c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor may surrender the Base Certificate to the Trustee in exchange for a newly issued Base Certificate and one or more additional certificates (each, a “Supplemental Certificate”), the terms of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(a) to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions: (i) the Transferor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and (ii) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion dated the date of such exchange (or transfer or exchange as provided in the next sentence), with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (i) and (ii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplement.
Appears in 7 contracts
Samples: Pooling and Servicing Agreement (Capital One Master Trust), Pooling and Servicing Agreement (Capital One Master Trust), Pooling and Servicing Agreement (Capital One Master Trust)
New Issuances. (a) The Transferor Sellers may from time to time direct the Trustee Trustee, on behalf of the Trust, to authenticate issue one or more new Series of Investor Certificates. The Investor Certificates of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement.
(b) On or before the Series Issuance Date relating to any new Series, the parties hereto will execute and deliver a Supplement which will specify the Principal Terms of such new Series. The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. The obligation of the Trustee to authenticate issue the Investor Certificates of such new Series and to execute and deliver the related Supplement is subject to the satisfaction of the following conditions:
(i) on or before the fifth Business Day immediately preceding the Series Issuance Date, the Transferor Sellers shall have given the Trustee, the Servicer, each Rating Agency and any each Series Enhancer entitled thereto pursuant to the relevant Supplement notice of such issuance and the Series Issuance Date;
(ii) the Transferor Sellers shall have delivered to the Trustee the related Supplement, in form satisfactory to the Trustee, executed by each party hereto other than the Trustee;
(iii) the Transferor Sellers shall have delivered to the Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee;
(iv) the Transferor Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trusteeissuance;
(v) such issuance will not result in the Transferor occurrence of an Amortization Event and the Sellers shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate a certificate of the Transferora Vice President or more senior officer, dated the Series Issuance Date, to the effect that the Transferor such Seller reasonably believes that such issuance will not, based on not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the facts known to such officer at the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Seriesfuture;
(vi) the Transferor Sellers shall have delivered to the Trustee, each Rating Agency and any each Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion, dated the Series Issuance Date, with respect to such issuance; and
(vii) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an OfficerBank’s Certificate of the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) Interest shall not be less than the Specified Percentage 2% of the total amount of Principal Receivables, in each case as of the Series Issuance Date, and after giving effect to such issuance. In addition, the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate issue to the Bank the Investor Certificates of such Series upon for execution thereof by and redelivery to the TransferorTrustee for authentication.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor The Bank may surrender the Base Bank Certificate to the Trustee in exchange for a newly issued Base Bank Certificate and one or more additional certificates a second certificate (each, a “Supplemental Certificate”), the terms of which shall be defined in a Supplement supplement to this Agreement (which Supplement supplement shall be subject to Section 13.01(a) 13.01 to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor Bank (or the Holder holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor Bank’s Interest shall not be less than 2% of the total amount of Principal Receivables, in each case as of the date of, and after giving effect to, such exchange;
(ii) the Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee); and
(iiiii) the Transferor Sellers shall have delivered to the Trustee, each Rating Agency and any each Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion Opinion, dated the date of such exchange (or transfer or exchange as provided in the next sentencebelow), with respect thereto. The Bank Certificate will at all times be beneficially owned by Citibank. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (iii) and (iiiii) above. Notwithstanding anything in this Agreement The conditions set forth above shall also apply to the contrary and subject designation of an Additional Seller pursuant to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related SupplementSection 2.09(f).
Appears in 5 contracts
Samples: Pooling and Servicing Agreement (Citibank, N.A., as Depositor of Citibank Credit Card Issuance Trust), Pooling and Servicing Agreement (Citibank, N.A., as Depositor of Citibank Credit Card Issuance Trust), Pooling and Servicing Agreement
New Issuances. (a) The Transferor may from time to time direct Upon the Trustee to authenticate one or more new Series issuance of Investor Certificates. The Investor Certificates of all outstanding a new Series, the Trustee shall issue to the Holder of the Seller Certificate under Section 6.01, for execution and redelivery to the Trustee for authentication under Section 6.02, Investor Certificates of such Series. Each Investor Certificate of any such Series shall be substantially in the form specified in the related Supplement and shall bear upon its face the designation for such Series to which it belongs, as selected by the Seller. Except as specified in any Supplement for a related Series, all Investor Certificates of any Series shall rank pari passu and be equally and ratably entitled as provided herein to the benefits of this Agreement hereof (except that the Credit Enhancement provided for any Series shall not be available for any other Series) without preference, priority or distinctiondistinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement.
(b) On The Holder of the Seller Certificate may permit Investor Certificates of one or before more new Series to be issued (each, a “New Issuance”) by notifying the Trustee in writing at least three days in advance (a “New Issuance Notice”) of the date upon which the New Issuance is to occur (a “New Issuance Date”). Any New Issuance Notice shall state the designation of any Series (and Class thereof, if applicable) to be issued on the New Issuance Date relating and, with respect to any new each such Series: (a) its Initial Investor Interest (or the method for calculating such Initial Investor Interest), (b) its Certificate Rate (or the method for allocating interest payments or other cash flows to such Series), if any, and (c) the Credit Enhancement Provider, if any, with respect to such Series. On the New Issuance Date, the parties hereto will execute Trustee shall authenticate and deliver the Investor Certificates of any such Series only upon delivery to it of the following: (a) a Supplement which will specify satisfying the criteria set forth in subsection 6.09(c) executed by the Seller and specifying the Principal Terms of such new Series. The terms , (b) the applicable Credit Enhancement, if any, (c) the agreement, if any, pursuant to which the Credit Enhancement Provider agrees to provide any Credit Enhancement, (d)(i) an Opinion of such Supplement may modify or amend Counsel to the terms of this Agreement solely as applied effect that, except to such new Series. The obligation of the Trustee to authenticate extent otherwise stated in the related Supplement, the Investor Certificates of such new the newly issued Series will be treated as debt for federal income tax purposes and to execute and deliver the related Supplement is subject to the satisfaction of the following conditions:
(i) on or before the fifth Business Day immediately preceding the Series Issuance Date, the Transferor shall have given the Trustee, the Servicer, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement notice of such issuance and the Series Issuance Date;
(ii) the Transferor shall have delivered a Tax Opinion with respect to the Trustee the related Supplementissuance of such Series, in form satisfactory to the Trustee, executed by each party hereto other than the Trustee;
(iiie) the Transferor shall have delivered to the Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee;
(iv) the Transferor shall have received written notice confirmation from each Rating Agency that such issuance the New Issuance will not have result in such Rating Agency’s reducing or withdrawing its rating on any then outstanding Series as to which it is a Ratings Effect Rating Agency, and shall have delivered copies of each such written notice to the Servicer and the Trustee;
(vf) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate signed by a Vice President (or any more senior officer) of the TransferorSeller, dated the Series Issuance Date, to the effect that the Transferor reasonably believes that such issuance will not, based on the facts known to such officer at the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Series;
New Issuance Date (vii) the Transferor shall have delivered to the TrusteeSeller, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion, dated the Series Issuance Date, with respect to such issuance; and
(vii) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage of the total amount of Principal Receivables, in each case as of the Series Issuance Date, and after giving effect to such issuanceNew Issuance, would not be required to add Additional Accounts pursuant to subsection 2.06(a) and (ii) after giving effect to such New Issuance, the Seller Interest would be at least equal to the Minimum Seller Interest. In addition, the Transferor Seller agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. Upon satisfaction of the above such conditions, the Trustee shall execute the Supplement and authenticate issue the Investor Certificates of such Series upon execution thereof by and a new Seller Certificate, if applicable, dated the TransferorNew Issuance Date, as provided above. There is no limit to the number of New Issuances that may be performed under this Agreement.
(c) If In conjunction with a New Issuance, the Transferor elects to have all or parties hereto shall execute a portion of its interest in Supplement, which shall specify the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor may surrender the Base Certificate relevant terms with respect to the Trustee in exchange for a Investor Certificates of any newly issued Base Series, which may include without limitation: (i) its name or designation, (ii) the Initial Investor Interest or the method of calculating the Initial Investor Interest, (iii) the method of determining any adjusted Investor Interest, if applicable, (iv) the Certificate and one Rate (or more additional certificates (each, a “Supplemental Certificate”formula for the determination thereof), (v) the Closing Date, (vi) each Rating Agency rating such Series, (vii) the name of the Clearing Agency, if any, (viii) the rights of the Holder of the Seller Certificate that have been transferred to the Holders of such Series pursuant to such New Issuance (including any rights to allocations of Collections of Finance Charge Receivables and Principal Receivables), (ix) the interest payment date or dates and the date or dates from which interest shall accrue, (x) the periods during which or dates on which principal will be paid or accrued, (xi) the method of allocating Collections with respect to Principal Receivables for such Series and, if applicable, with respect to other Series, the method by which the principal amount of Investor Certificates of such Series shall amortize or accrete and the method for allocating Collections with respect to Finance Charge Receivables and Receivables in Defaulted Accounts, (xii) any other Collections with respect to Receivables or other amounts available to be paid with respect to such Series, (xiii) the names of any accounts to be used by such Series and the terms governing the operation of any such account and use of moneys therein, (xiv) the Series Servicing Fee and the Series Servicing Fee Percentage, (xv) the Minimum Seller Interest and the Series Termination Date, (xvi) the terms of any Credit Enhancement with respect to such Series and the Credit Enhancement Provider, if applicable, (xvii) the base rate applicable to such Series, (xviii) the terms on which shall the Certificates of such Series may be defined repurchased or remarketed to other investors, (xix) any deposit into any account provided for such Series, (xx) the number of Classes of such Series and, if more than one Class, the rights and priorities of each such Class, (xxi) whether Interchange or other fees will be included in the funds available to be paid for such Series, (xxii) the priority of any Series with respect to any other Series, (xxiii) the Minimum Aggregate Principal Receivables, (xxiv) whether such Series will be part of a Group, (xxv) whether such Series will or may be a Companion Series and the Series with which it will be paired, if applicable, and (xxvi) any other relevant terms of such Series (including whether or not such Series will be pledged as collateral for an issuance of any other securities, including commercial paper) (all such terms, the “Principal Terms” of such Series). The terms of such Supplement (which Supplement shall be subject to Section 13.01(a) to the extent that it amends any of may modify or amend the terms of this Agreement), Agreement solely as applied to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and
(ii) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion dated new Series. If on the date of the issuance of such exchange (Series there is issued and outstanding one or transfer or exchange as provided in the next sentence), with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction more Series of the conditions set forth in clauses (i) Investor Certificates and (ii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder no Series of a Supplemental Certificate that Investor Certificates is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced currently rated by a certificate. If the Holder of Rating Agency, then as a Supplemental Certificate elects condition to have its interest in the Transferor’s Interest be uncertificated, it such New Issuance a nationally recognized investment banking firm or commercial bank shall also deliver to the Trustee for cancellation any Supplemental Certificate previously an officer’s certificate stating, in substance, that the New Issuance will not have an adverse effect on the timing or distribution of payments to the Investor Certificates of such other Series then issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplementoutstanding.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (BA Credit Card Trust), Pooling and Servicing Agreement (BA Credit Card Trust), Pooling and Servicing Agreement (Mbna America Bk Nat Assoc Mbna Master Credit Card Trust Ii)
New Issuances. (a) The Transferor Transferors may from time to time direct the Trustee Trustee, on behalf of the Trust, to authenticate issue one or more new Series of Investor Certificates. The Investor Certificates of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement.
(b) On or before the Series Issuance Date relating to any new Series, the parties hereto will execute and deliver a Supplement which will specify the Principal Terms of such new Series. The terms of such Trustee shall execute the Supplement may modify or amend and the terms of this Agreement solely as applied to such new Series. The obligation of the Trustee to authenticate Transferors shall execute the Investor Certificates of such Series and deliver such Investor Certificates to the Trustee for authentication. In connection with the issuance of a new Series of Investor Certificates, the designation of an Additional Transferor pursuant to Section 2.09(g) or at any other time, each Transferor may surrender its Transferor Certificate to the Trustee, if applicable, in exchange for a newly issued Transferor Certificate and a new certificate (a “Supplemental Certificate”), the terms of which shall be defined in a supplement (a “Transferor Certificate Supplement”) to execute and deliver the related this Agreement (which Transferor Certificate Supplement is shall be subject to Section 13.01 to the extent that it amends any of the terms of this Agreement) to be delivered to or upon the order of such Transferor; provided, however, that if the Holders of the Transferor Certificates have elected to have their interests in the Transferors’ Interest be uncertificated, then such uncertificated interests shall represent the Transferors’ Interest before and immediately after the designation of such Additional Transferor pursuant to Section 2.09(g). The issuance of any such Investor Certificates or Supplemental Certificate shall be subject to satisfaction of the following conditions:
(i) on or before the fifth Business Day day immediately preceding the Series Issuance Date, the surrender and exchange of the Transferor Certificates or the exchange of the uncertificated interests in the Transferors’ Interest, as the case may be, such Transferor shall have given the Trustee, the Servicer, Servicer and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement notice (unless such notice requirement is otherwise waived) of such issuance and the Series Issuance Date, of such surrender and exchange of the Transferor Certificates or of such exchange of the uncertificated interests in the Transferors’ Interest, as the case may be;
(ii) the such Transferor shall have delivered to the Trustee the related Supplement or Transferor Certificate Supplement, as applicable, in form satisfactory to the Trustee, executed by each party hereto (other than the TrusteeTrustee and the Holder of the Supplemental Certificate, if any);
(iii) the such Transferor shall have delivered to the Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee;
(iv) the Transferor Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect issuance, such surrender and shall have delivered copies exchange of each the Transferor Certificates or such written notice to exchange of the Servicer and uncertificated interests in the TrusteeTransferors’ Interest, as the case may be;
(v) such issuance, such surrender and exchange or such exchange, as the case may be, will not result in any Adverse Effect and such Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the such Transferor, dated the Series Issuance Date, the date of such surrender and exchange or the date of such exchange, as the case may be, to the effect that the such Transferor reasonably believes that such issuance issuance, such surrender and exchange or such exchange, as the case may be, will not, based on the facts known to such officer at the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Serieshave an Adverse Effect;
(vi) the Transferor Transferors shall have delivered to the Trustee, Trustee (with a copy to each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement Agency) a Tax Opinion, dated the Series Issuance DateDate or the date of such surrender and exchange or such exchange, as the case may be, with respect to such issuance, such surrender and exchange or such exchange, respectively, and, in connection with any such exchange, after giving effect to such exchange, the Transferors or other Holders of the Original Transferor Certificate shall have a remaining interest in the Trust of not less than, in the aggregate, 2% of the total amount of Principal Receivables and funds on deposit in the Special Funding Account and the Principal Funding Account; and
(vii) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage of the total aggregate amount of Principal Receivables, in each case Receivables plus the principal amount of any Participation Interest theretofore conveyed to the Trust as of the Series Issuance Date, the date of such surrender and exchange or the date of such exchange, as the case may be, shall be greater than the Required Minimum Principal Balance as of the Series Issuance Date or the date of such surrender and exchange, as the case may be, and after giving effect to such issuance, such surrender and exchange or such exchange, respectively. In addition, the each Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate the Investor Certificates of such Series upon execution thereof by the Transferor.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Any Supplemental Certificate as provided in Section 6.01 hereof, then the Transferor may surrender the Base Certificate to the Trustee in exchange for a newly issued Base Certificate and one or more additional certificates (each, a “Supplemental Certificate”), the terms of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(a) to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificateuncertificated interest) held by any Person, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and
(ii) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion dated Investor Certificate held by any Transferor at any time after the date of such exchange (or transfer or exchange as provided in the next sentence)its initial issuance, with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction the delivery to the Trustee of a Tax Opinion dated as of the conditions set forth in clauses date of such transfer or exchange, as the case may be, with respect to such transfer or exchange.
(c) (i) and (ii) above. Notwithstanding anything in this Agreement The Transferors may from time to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to time direct the Trustee, on behalf of the Trust, to issue additional Investor Certificates equal in rank to an outstanding Series or Class of Investor Certificates in all respects, except that interest shall begin accruing on the additional Investor Certificates on the related issuance date. Such additional Investor Certificates may be consolidated and form a single Series or Class with the previously issued Investor Certificates and shall have its interest in the Transferor’s Interest be (i) an uncertificated interest same terms as to status, redemption, or (ii) evidenced by a certificateotherwise as the previously issued Series or Class of Investor Certificates. If In addition, the Holder Transferors may retain the Investor Certificates of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued Series or Class upon initial issuance or upon a reopening of a Series or Class of Investor Certificates and may sell them on a subsequent date. The Transferors and the Trustee shall make not be required to provide prior notice to, or to obtain the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner consent of, any Certificateholder of any such uncertificated interest elects outstanding Series or Class of Investor Certificates to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplementissue any additional Investor Certificates of an outstanding Series or Class of Investor Certificates.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC), Pooling and Servicing Agreement (American Express Credit Account Master Trust)
New Issuances. (a) The Pursuant to one or more Indenture Supplements, Transferor may from time to time direct the Trustee Owner Trustee, on behalf of Issuer, to authenticate issue one or more new Series of Investor CertificatesNotes (a “New Issuance”). The Investor Certificates Notes of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement the Indenture without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement the Indenture and the applicable Indenture Supplement except, with respect to any Series or Class, as provided in the related Indenture Supplement. Interest on and principal of the Notes of each outstanding Series shall be paid as specified in the Indenture Supplement relating to such outstanding Series.
(b) On or before the Series Issuance Closing Date relating to any new SeriesSeries of Notes, the parties hereto will execute and deliver a an Indenture Supplement which will specify the Principal Terms of such new Series. The terms of such Indenture Supplement may modify or amend the terms of this Agreement the Indenture solely as applied to such new Series. The obligation of the Owner Trustee to execute, on behalf of Issuer, the Notes of any Series and of Indenture Trustee to authenticate such Notes (other than any Series issued pursuant to an Indenture Supplement dated as of the Investor Certificates of such new Series date hereof) and to execute and deliver the related Indenture Supplement is subject to the satisfaction of the following conditions:
(i) on or before the fifth Business Day immediately preceding the Series Issuance Closing Date, the Transferor shall have given the Owner Trustee, the ServicerIndenture Trustee, Servicer and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement notice (unless such notice requirement is otherwise waived) of such issuance and the Series Issuance Closing Date;
(ii) the Transferor shall have delivered to the Owner Trustee the and Indenture Trustee any related Indenture Supplement, in form satisfactory to the Owner Trustee and Indenture Trustee, executed by each party hereto (other than the Indenture Trustee);
(iii) the Transferor shall have delivered to the Owner Trustee and Indenture Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the TrusteeTransferor and Enhancement Provider;
(iv) the Transferor Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trusteeissuance;
(v) the Transferor shall have delivered to the Owner Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement Indenture Trustee an Officer’s Certificate of the TransferorCertificate, dated the Series Issuance Date, Closing Date to the effect that the Transferor reasonably believes that such issuance will not, based on the facts known to such officer at the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Seriescertification have an Adverse Effect;
(vi) the Transferor shall have delivered to the Trustee, Owner Trustee and Indenture Trustee (with a copy to each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement Agency) a Tax Opinion, dated the Series Issuance Date, Closing Date with respect to such issuance; and
(vii) the Transferor shall have delivered to the Owner Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement Indenture Trustee an Officer’s Certificate of stating that (A) the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) Transferor Interest shall not be less than the Specified Percentage of Minimum Transferor Interest and (B) the total amount of Aggregate Principal Balance shall not be less than the Minimum Aggregate Principal Receivables, in each case as of the Series Issuance Date, Closing Date and after giving effect to such issuance. In addition, the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14.
(c) of Regulation AB. Upon satisfaction of the above conditions, the as evidenced by an Officer’s Certificate of Transferor, pursuant to Section 2.03, Owner Trustee, on behalf of Issuer, shall execute and Indenture Trustee shall execute upon written direction of Issuer authenticate and deliver the Supplement and authenticate the Investor Certificates Notes of such Series upon execution thereof by the Transferor.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor may surrender the Base Certificate to the Trustee in exchange for a newly issued Base Certificate and one or more additional certificates (each, a “Supplemental Certificate”), the terms of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(a) to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and
(ii) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion dated the date of such exchange (or transfer or exchange as provided in the next sentence), with respect theretoIndenture and the applicable Indenture Supplement.
(d) Issuer may direct Indenture Trustee in writing to deposit the net proceeds from any New Issuance in the Excess Funding Account. Any Supplemental Certificate Issuer may also specify that on any Transfer Date the proceeds from the sale of any new Series may be transferred or exchanged only upon satisfaction of withdrawn from the conditions set forth in clauses (i) Excess Funding Account and (ii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplementtreated as Excess Principal Collections.
Appears in 3 contracts
Samples: Master Indenture (First National Funding LLC), Master Indenture (First National Funding LLC), Master Indenture (First National Master Note Trust)
New Issuances. (a) The Transferor may from time to time ------------- direct the Trustee Trustee, on behalf of the Trust, to authenticate issue one or more new Series of Investor CertificatesCertificates pursuant to one or more Supplements. The Investor Certificates of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement.
(b) On or before the Series Issuance Date relating to any new Series, the parties hereto will execute and deliver a Supplement which will specify the Principal Terms of such new Series. The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. The obligation of the Trustee to authenticate issue the Investor Certificates of such new Series and to execute and deliver the related Supplement is subject to the satisfaction of the following conditions:
(i) on or before the fifth Business Day immediately preceding the Series Issuance Date, the Transferor shall have given the Trustee, the Servicer, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement each Enhancement Provider written notice of such issuance and the Series Issuance Date;Date (the "Issuance Notice"); ---------------
(ii) the Transferor shall have delivered to the Trustee the related Supplement, in form reasonably satisfactory to the Trustee, executed by each party hereto other than the Trustee;
(iii) the Transferor shall have delivered to the Trustee the form of any Enhancement relating to such Series, if any, and any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee;
(iv) if any of the Transferor Certificates are then rated, the Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trusteeissuance;
(v) such issuance will not result in the occurrence of an Early Amortization Event and the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate Enhancement Provider a certificate of the Transferora Vice President or more senior officer, dated the Series Issuance Date, to the effect that the Transferor reasonably believes that such issuance will not, based on not result in the facts known occurrence of an Early Amortization Event and is not reasonably expected to such officer result in the occurrence of an Early Amortization Event at any time in the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Seriesfuture;
(vi) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement Trustee a Tax Opinion, an enforceability opinion, a security interest opinion and a true sale/substantive consolidation opinion, each dated the Series Issuance Date, with respect to such issuance; and
(vii) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) Aggregate Eligible Unpaid Balance shall not be less than the Specified Percentage of the total amount of Principal ReceivablesAggregate Target Receivables Amount, in each case as of the Series Issuance Date, Date and after giving effect to such issuance. In addition, the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate issue to the Transferor the Investor Certificates of such Series upon for execution thereof by the Transferor.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor may surrender the Base Certificate to the Trustee in exchange for a newly issued Base Certificate and one or more additional certificates (each, a “Supplemental Certificate”), the terms of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(a) to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and
(ii) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion dated the date of such exchange (or transfer or exchange as provided in the next sentence), with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (i) and (ii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver redelivery to the Trustee for cancellation any Supplemental Certificate previously issued and authentication. Without limiting the generality of the foregoing, the Trustee shall make the appropriate entry in the books and records will hold any Enhancement provided pursuant to any Supplement only on behalf of the Trust registering each Series (or related Class) to which such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related SupplementEnhancement relates.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Compucom Systems Inc), Pooling and Servicing Agreement (Safeguard Scientifics Inc Et Al)
New Issuances. (a) The Transferor Transferors may from time to time direct the Trustee Trustee, on behalf of the Trust, to authenticate issue one or more new Series of Investor Certificates. The Investor Certificates of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement.
(b) On or before the Series Issuance Date relating to any new Series, the parties hereto will execute and deliver a Supplement which will specify the Principal Terms of such new Series. The terms of such Trustee shall execute the Supplement may modify or amend and the terms of this Agreement solely as applied to such new Series. The obligation of the Trustee to authenticate Transferors shall execute the Investor Certificates of such Series and deliver such Investor Certificates to the Trustee for authentication. In connection with the issuance of a new Series of Investor Certificates, the designation of an Additional Transferor pursuant to Section 2.09(g) or at any other time, each Transferor may surrender its Transferor Certificate to the Trustee, if applicable, in exchange for a newly issued Transferor Certificate and a new certificate (a “Supplemental Certificate”), the terms of which shall be defined in a supplement (a “Transferor Certificate Supplement”) to execute and deliver the related this Agreement (which Transferor Certificate Supplement is shall be subject to Section 13.01 to the extent that it amends any of the terms of this Agreement) to be delivered to or upon the order of such Transferor; provided, however, that if the Holders of the Transferor Certificates have elected to have their interests in the Transferors’ Interest be uncertificated, then such uncertificated interests shall represent the Transferors’ Interest before and immediately after the designation of such Additional Transferor pursuant to Section 2.09(g). The issuance of any such Investor Certificates or Supplemental Certificate shall be subject to satisfaction of the following conditions:
(i) on or before the fifth Business Day day immediately preceding the Series Issuance Date, the surrender and exchange of the Transferor Certificates or the exchange of the uncertificated interests in the Transferors’ Interest, as the case may be, such Transferor shall have given the Trustee, the Servicer, Servicer and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement notice (unless such notice requirement is otherwise waived) of such issuance and the Series Issuance Date, of such surrender and exchange of the Transferor Certificates or of such exchange of the uncertificated interests in the Transferors’ Interest, as the case may be;
(ii) the such Transferor shall have delivered to the Trustee the related Supplement or Transferor Certificate Supplement, as applicable, in form satisfactory to the Trustee, executed by each party hereto (other than the TrusteeTrustee and the Holder of the Supplemental Certificate, if any);
(iii) the such Transferor shall have delivered to the Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee;
(iv) the Transferor Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect issuance, such surrender and shall have delivered copies exchange of each the Transferor Certificates or such written notice to exchange of the Servicer and uncertificated interests in the TrusteeTransferors’ Interest, as the case may be;
(v) such issuance, such surrender and exchange or such exchange, as the case may be, will not result in any Adverse Effect and such Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the such Transferor, dated the Series Issuance Date, the date of such surrender and exchange or the date of such exchange, as the case may be, to the effect that the such Transferor reasonably believes that such issuance issuance, such surrender and exchange or such exchange, as the case may be, will not, based on the facts known to such officer at the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Serieshave an Adverse Effect;
(vi) the Transferor Transferors shall have delivered to the Trustee, Trustee (with a copy to each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement Agency) a Tax Opinion, dated the Series Issuance DateDate or the date of such surrender and exchange or such exchange, as the case may be, with respect to such issuance; , such surrender and exchange or such exchange, respectively, and
(vii) , in connection with any such exchange, after giving effect to such exchange, the Transferors or other Holders of the Original Transferor Certificate shall have delivered to a remaining interest in the Trustee and any Series Enhancer entitled thereto pursuant to Trust of not less than, in the relevant Supplement an Officer’s Certificate of the Transferoraggregate, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage 2% of the total amount of Principal Receivables, Receivables and funds on deposit in each case the Special Funding Account and the Principal Funding Account;
(vii) the aggregate amount of Principal Receivables plus the principal amount of any Participation Interest theretofore conveyed to the Trust as of the Series Issuance Date, the date of such surrender and exchange or the date of such exchange, as the case may be, shall be greater than the Required Minimum Principal Balance as of the Series Issuance Date, the date of such surrender and exchange, or the date of such exchange, as the case may be, and after giving effect to such issuance, such surrender and exchange or such exchange, respectively; and
(viii) the Seller’s Interest Amount as of the Series Issuance Date, the date of such surrender and exchange or the date of such exchange, as the case may be, shall be greater than the Required Seller’s Interest Amount as of the Series Issuance Date, the date of such surrender and exchanges, or the date of such exchange, as the case may be, and after giving effect to such issuance, such surrender and exchange or such exchange, respectively. In addition, the each Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate the Investor Certificates of such Series upon execution thereof by the Transferor.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Any Supplemental Certificate as provided in Section 6.01 hereof, then the Transferor may surrender the Base Certificate to the Trustee in exchange for a newly issued Base Certificate and one or more additional certificates (each, a “Supplemental Certificate”), the terms of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(a) to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificateuncertificated interest) held by any Person, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and
(ii) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion dated Investor Certificate held by any Transferor at any time after the date of such exchange (or transfer or exchange as provided in the next sentence)its initial issuance, with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction the delivery to the Trustee of a Tax Opinion dated as of the date of such transfer or exchange, as the case may be, with respect to such transfer or exchange.
(i) The Transferors may from time to time direct the Trustee, on behalf of the Trust, to issue additional Investor Certificates equal in rank to an outstanding Series or Class of Investor Certificates in all respects, except that interest shall begin accruing on the additional Investor Certificates on the related issuance date. Such additional Investor Certificates may be consolidated and form a single Series or Class with the previously issued Investor Certificates and shall have the same terms as to status, redemption, or otherwise as the previously issued Series or Class of Investor Certificates. In addition, the Transferors may retain the Investor Certificates of a Series or Class upon initial issuance or upon a reopening of a Series or Class of Investor Certificates and may sell them on a subsequent date. The Transferors and the Trustee shall not be required to provide prior notice to, or to obtain the consent of, any Certificateholder of any outstanding Series or Class of Investor Certificates to issue any additional Investor Certificates of an outstanding Series or Class of Investor Certificates.
(ii) There are no restrictions on the timing or amount of any issuance of additional Investor Certificates of an outstanding Series or Class of Investor Certificates so long as the conditions set forth in clauses subsection 6.03(b) above for a new issuance are satisfied. As of the date of any issuance of additional Investor Certificates of an outstanding Series or Class of Investor Certificates, the Series Invested Amount and the Invested Amount related to that Series or Class shall be increased to reflect the principal amount of the additional Investor Certificates. In addition, if the additional Investor Certificates are part of a Series or Class of Investor Certificates that has the benefit of any Series Enhancement, the Transferors shall direct the Trustee, on behalf of the Trust, to enter into a similar Series Enhancement for the benefit of the additional Investor Certificates. Furthermore, the targeted deposits, if any, to any applicable Series Account shall be increased proportionately to reflect the principal amount of the additional Investor Certificates.
(iiii) When issued, the additional Investor Certificates of a Series or Class shall be identical in all respects to the other outstanding Investor Certificates of that Series or Class and (ii) aboveshall be equally and ratably entitled to the benefits of this Agreement and the related Supplement applicable to the previously issued Investor Certificates of such Series or Class without preference, priority or distinction. Notwithstanding anything in this Agreement to the contrary contained above, this Section 6.03(c) shall only apply to an outstanding Series or Class of Investor Certificates issued on or after July 20, 2016 and subject only to the extent that the Supplement related Supplement, any Holder to such Series or Class of a Supplemental Certificate Investor Certificates specifies that this Section 6.03(c) is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplementapplicable thereto.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC), Pooling and Servicing Agreement (American Express Credit Account Master Trust)
New Issuances. (a) The Transferor Pursuant to one or more Indenture Supplements, the Issuer may from time to time direct the Trustee Indenture Trustee, on behalf of the Issuer, to authenticate issue one or more new Series of Investor CertificatesNotes (a "NEW ISSUANCE"). The Investor Certificates Notes of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement Indenture without preference, priority or distinctiondistinction on account of the actual time of the authentication and delivery or Expected Principal Payment Date or Stated Maturity Date, all in accordance with the terms and provisions of this Agreement Indenture and the applicable Indenture Supplement except, with respect to any Series or Class, as provided in the related Indenture Supplement. The total principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is not limited.
(b) On or before the Series Issuance Date relating to any new Series, the parties hereto will execute and deliver a an Indenture Supplement which will specify the Principal Terms of such new Series. The terms of such Indenture Supplement may modify or amend the terms of this Agreement Indenture solely as applied to such new Series. The obligation of Indenture Trustee shall execute the Trustee to authenticate Indenture Supplement and the Investor Certificates Issuer shall execute the Notes of such new Series and to execute and deliver the related Notes to the Indenture Trustee for authentication and delivery. The issuance of any such Notes of any new Series (other than any Series issued pursuant to an Indenture Supplement is dated as of the date hereof) shall be subject to the satisfaction of the following conditions:
(i) on or before the fifth (5th) Business Day immediately preceding the Series Issuance Date, the Transferor Issuer shall have given notice to the Indenture Trustee, the Servicer, Servicer and each Rating Agency and Agency, if any, that has rated any Series Enhancer entitled thereto pursuant to or Class within the relevant Supplement applicable Group (unless such notice requirement is otherwise waived) of such issuance and the Series Issuance Date;
(ii) the Transferor Issuer shall have delivered to the Indenture Trustee the related Indenture Supplement, in a form satisfactory to the Indenture Trustee, executed by each party hereto (other than the Indenture Trustee) and specifying the relevant Principal Terms;
(iii) the Transferor Issuer shall have delivered to the Indenture Trustee any related Series Enhancement Agreement executed by each of the parties thereto, other than the Indenture Trustee;
(iv) the Transferor Rating Agency Condition, if applicable, shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trusteeissuance;
(v) such issuance will not result in the Transferor occurrence of a Default, an Adverse Effect or an Early Redemption Event or Reinvestment Event for any Series, and the Issuer shall have delivered to the Indenture Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor's Certificate, dated the Series Issuance DateDate for such Series, to the effect that (1) the Transferor Issuer reasonably believes that such issuance will not, based on the facts known to the Person executing such officer at Officer's Certificate, have an Adverse Effect or result in the time occurrence of such certification, then cause a Pay Out Default or Early Redemption Event or Reinvestment Event for any event thatSeries then Outstanding and (2) all conditions precedent to such execution, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Seriesauthentication and delivery have been satisfied;
(vi) the Transferor Issuer shall have delivered to the Trustee, Indenture Trustee and the Owner Trustee (with a copy to each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement Agency, as applicable), a Tax Opinion, Opinion dated the Series Issuance Date, with respect to such issuance; andDate addressing the New Issuance;
(vii) the Transferor shall have delivered aggregate amount of Principal Receivables (plus the principal amount of any Participation Interest theretofore conveyed to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate Issuer as of the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) Date), shall not be less greater than the Specified Percentage of the total amount of Required Minimum Principal Receivables, in each case Balance as of the Series Issuance Date, and after giving effect to such issuance. In addition, the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate the Investor Certificates of such Series upon execution thereof by the Transferor.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor may surrender the Base Certificate to the Trustee in exchange for a newly issued Base Certificate and one or more additional certificates (each, a “Supplemental Certificate”), the terms of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(a) to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and
(ii) the Transferor Issuer shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant Indenture Trustee an Officer's Certificate to the relevant Supplement a Tax Opinion dated the date of such exchange (or transfer or exchange as provided in the next sentence), with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (i) and (ii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplementeffect.
Appears in 2 contracts
Samples: Master Indenture (Compucredit Corp), Master Indenture (Compucredit Corp)
New Issuances. (a) The Transferor Pursuant to one or more Indenture Supplements, the Issuer may from time to time direct the Trustee Indenture Trustee, on behalf of the Issuer, to authenticate and deliver one or more new Series of Investor CertificatesNotes. The Investor Certificates Notes of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement Master Indenture without preference, priority priority, or distinction, all in accordance with distinction under the terms and provisions of this Agreement Master Indenture and the applicable Indenture Supplement except, with respect to any Series or Class, as provided in that Indenture Supplement and except that the Notes of a Series shall be secured only by the Collateral granted in the related Indenture Supplement. Principal and interest on the Notes of all outstanding Series shall be paid as specified in the related Indenture Supplements.
(b) On or before the Series Issuance Date relating to issuance date of any new SeriesSeries of Notes, the parties hereto will Issuer and the Indenture Trustee shall execute and deliver a an Indenture Supplement which that will specify the Principal Terms principal terms of such new that Series. The terms of such that Indenture Supplement may modify or amend the terms of this Agreement Indenture solely as applied to such that new Series. The Other than any Series issued pursuant to an Indenture Supplement dated as of the date hereof, the obligation of the Indenture Trustee to authenticate and deliver the Investor Certificates Notes of such new any Series and to execute and deliver the related Indenture Supplement is subject to the satisfaction of the following conditions:
(i) on or before the fifth ___ Business Day immediately preceding the Series Issuance Dateissuance date of the new Series, the Transferor Issuer shall have given the Indenture Trustee, any provider of credit enhancement (which does not include holders of subordinate securities), and the Servicer, each Rating Agency Servicer (if the Servicer is not the Seller or an Affiliate) written notice of the issuance of that Series and the issuance date thereof. That notice shall state the designation of that Series (and any Classes within that Series) and (A) its initial principal amount, (B) the interest rates of each Class of Notes in that Series Enhancer entitled thereto pursuant to (or the relevant Supplement notice method of such issuance calculating the rates), and (C) if applicable, the provider of any credit enhancement for that Series Issuance Dateor for any Classes in that Series;
(ii) the Transferor Issuer shall have executed and delivered to the Indenture Trustee the related Indenture Supplement, in a form satisfactory to the Trustee, executed by each party hereto other than Indenture Trustee and specifying the Trusteeprincipal terms of the Notes of the new Series;
(iii) the Transferor Issuer shall have delivered to the Indenture Trustee (A) notice of the form of any Credit Enhancement and (B) any related Credit Enhancement Agreement executed by each the Issuer and the provider of the parties thereto, other than the TrusteeCredit Enhancement;
(iv) the Transferor shall have received written notice from each Rating Agency that such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice confirmation to the Servicer Issuer, the Servicer, and the TrusteeIndenture Trustee that the issuance of the new Series of Notes will satisfy the Rating Agency Condition;
(v) the Transferor issuance of the new Series will not result in the occurrence of an Event of Default for any Series, and the Issuer shall have delivered to the Indenture Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate officer's certificate of the Transferor, Issuer dated the issuance date of the new Series Issuance Date, (upon which the Indenture Trustee may conclusively rely) to the effect that the Transferor Issuer reasonably believes that such that issuance will not, based on not result in the facts known to such officer at the time occurrence of such certification, then cause a Pay Out an Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Series;Default; and
(vi) the Transferor Issuer shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion, dated the Series Issuance Date, with respect to such issuance; and
(vii) the Transferor shall have delivered to the Indenture Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate Opinion of the Transferor, dated the Series Issuance Date Counsel to the effect that the Transferor’s Participation Amount issuance of the new Series (excluding A) either has been registered under the interest represented by any Supplemental Certificate) shall Securities Act or need not be less than so registered, (B) will not result in the Specified Percentage of requirement that any outstanding Series not registered under the total amount of Principal Receivables, in each case as of the Series Issuance DateSecurities Act be so registered, and after giving effect (C) will not result in the Issuer being required to such issuance. In addition, be registered as an investment company under the Transferor agrees to provide notice Investment Company Act of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate the Investor Certificates of such Series upon execution thereof by the Transferor1940.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor may surrender the Base Certificate to the Trustee in exchange for a newly issued Base Certificate and one or more additional certificates (each, a “Supplemental Certificate”), the terms of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(a) to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and
(ii) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion dated the date of such exchange (or transfer or exchange as provided in the next sentence), with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon Upon satisfaction of the conditions set forth to issuance, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver the Notes of the new Series as provided in clauses (i) this Indenture and (ii) abovethe applicable Indenture Supplement. Notwithstanding anything in the provisions of this Agreement Section, prior to the contrary and subject to the related execution of any Indenture Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Indenture Trustee shall make be entitled to receive and rely upon an Opinion of Counsel stating that the appropriate entry in execution of that Indenture Supplement is authorized or permitted by this Indenture and any Indenture Supplement relating to any then outstanding Series. The Indenture Trustee may, but shall not be obligated to, enter into any Indenture Supplement that adversely affects the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificateIndenture Trustee's own rights, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplementduties, or immunities under this Indenture.
Appears in 2 contracts
Samples: Master Indenture (Daimlerchrysler Services North America LLC), Master Indenture (Daimlerchrysler Services North America LLC)
New Issuances. (a) The Transferor Seller may from time to time direct the Trustee Trustee, on behalf of the Trust, to authenticate issue one or more new Series of Investor Certificates. The Investor Certificates of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement.
(b) On or before the Series Issuance Date relating to any new Series, the parties hereto will execute and deliver a Supplement which will specify the Principal Terms of such new Series. The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. The obligation of the Trustee to authenticate issue the Investor Certificates of such new Series and to execute and deliver the related Supplement is subject to the satisfaction of the following conditions:
(i) on or before the fifth Business Day immediately preceding the Series Issuance Date, the Transferor Seller shall have given the Trustee, the Servicer, each Rating Agency Agency, any Agent and any Series Enhancer entitled thereto pursuant to the relevant Supplement Enhancement Provider notice of such issuance and the Series Issuance Date;
(ii) the Transferor Seller shall have delivered to the Trustee the related Supplement, in form satisfactory to the Trustee, executed by each party hereto other than the Trustee;
(iii) the Transferor Seller shall have delivered to the Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee;
(iv) the Transferor Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trusteeissuance;
(v) such issuance will not result in the Transferor occurrence of an Early Amortization Event and the Seller shall have delivered to the Trustee Trustee, any Agent and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate Enhancement Provider a certificate of the Transferora Vice President or more senior officer, dated the Series Issuance Date, to the effect that the Transferor Seller reasonably believes that such issuance will not, based on not result in the facts known occurrence of an Early Amortization Event and is not reasonably expected to such officer result in the occurrence of an Early Amortization Event at any time in the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Seriesfuture;
(vi) the Transferor Seller shall have delivered to the Trustee, each Rating Agency Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement Enhancement Provider a Tax Opinion, dated the Series Issuance Date, with respect to such issuance; and
(vii) the Transferor shall have delivered to result obtained by multiplying (x) the Trustee and any Series Enhancer entitled thereto pursuant to Seller's Participation Amount by (y) the relevant Supplement an Officer’s Certificate percentage equivalent of the Transferor, dated portion of the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest Seller's Interest represented by any Supplemental the CARCO Certificate) , shall not be less than the Specified Percentage 2% of the total amount of Principal ReceivablesPool Balance, in each case as of the Series Issuance Date, and after giving effect to such issuance. In addition, the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate issue to the Seller the Investor Certificates of such Series upon for execution thereof by and redelivery to the TransferorTrustee for authentication.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor The Seller may surrender the Base CARCO Certificate to the Trustee in exchange for a newly issued Base CARCO Certificate and one or more additional certificates a second certificate (each, a “"Supplemental Certificate”"), the terms of which shall be defined in a Supplement supplement to this Agreement (which Supplement supplement shall be subject to Section 13.01(a) 13.01 to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor Seller (or the Holder holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor result obtained by multiplying (x) the Seller's Participation Amount by (y) the percentage equivalent of the portion of the Seller's Interest represented by the CARCO Certificate, shall not be less than 2% of the Pool Balance, in each case as of the date of, and after giving effect to, such exchange;
(ii) the Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee); and
(iiiii) the Transferor Seller shall have delivered to the Trustee, each Rating Agency any Agent and any Series Enhancer entitled thereto pursuant to the relevant Supplement Enhancement Provider a Tax Opinion opinion, dated the date of such exchange (or transfer or exchange as provided in the next sentencebelow), with respect thereto. The CARCO Certificate will at all times be beneficially owned by the Seller. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (iii) and (iiiii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplement.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Carco Auto Loan Master Trust), Pooling and Servicing Agreement (Daimlerchrysler Wholesale Receivables LLC)
New Issuances. (a) The Transferor Pursuant to one or more Indenture Supplements, the Issuer may from time to time direct the Trustee Indenture Trustee, on behalf of the Issuer, to authenticate issue one or more new Series of Investor CertificatesNotes (a “New Issuance”). The Investor Certificates Notes of all outstanding Outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement Indenture without preference, priority or distinctiondistinction on account of the actual time of the authentication and delivery or Expected Principal Payment Date or Stated Maturity Date, all in accordance with the terms and provisions of this Agreement Indenture and the applicable Indenture Supplement except, with respect to any Series or Class, as provided in the related Indenture Supplement. The total principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is not limited.
(b) On or before the Series Issuance Date relating to any new Series, the parties hereto will execute and deliver a an Indenture Supplement which will specify the Principal Terms of such new Series. The terms of such Indenture Supplement may modify or amend the terms of this Agreement Indenture solely as applied to such new Series. The obligation of Indenture Trustee shall execute the Trustee to authenticate Indenture Supplement and the Investor Certificates Issuer shall execute the Notes of such new Series and to execute and deliver the related Notes to the Indenture Trustee for authentication and delivery. The issuance of any such Notes of any new Series (other than any Series issued pursuant to an Indenture Supplement is dated as of the date hereof) shall be subject to the satisfaction of the following conditions:
(i) on or before the fifth (5th) Business Day immediately preceding the Series Issuance Date, the Transferor Issuer shall have given notice to the Indenture Trustee, the Servicer, each Rating Agency Agency, as applicable, and any Series Enhancer entitled thereto pursuant to the relevant Supplement notice Servicer of such issuance and the Series Issuance Date;
(ii) the Transferor Issuer shall have delivered to the Indenture Trustee the related Indenture Supplement, in a form satisfactory to the Indenture Trustee, executed by each party hereto (other than the Indenture Trustee) and specifying the relevant Principal Terms;
(iii) the Transferor Issuer shall have delivered to the Indenture Trustee any related Series Enhancement Agreement executed by each of the parties thereto, other than the Indenture Trustee;; and
(iv) the Transferor Rating Agency Condition, if applicable, shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trusteeissuance;
(v) such issuance will not result in the Transferor occurrence of a Default, an Adverse Effect or an Early Redemption Event or Reinvestment Event for any Series, and the Servicer shall have delivered to the Indenture Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the TransferorServicer, dated the Series Issuance DateDate for such Series, to the effect that (1) the Transferor Servicer reasonably believes that such issuance will not, based on the facts known to the Person executing such officer at Officer’s Certificate, have an Adverse Effect or result in the time occurrence of such certification, then cause a Pay Out Default or Early Redemption Event or Reinvestment Event for any event thatSeries then Outstanding and (2) all conditions precedent to such execution, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Series;authentication and delivery have been satisfied; and
(vi) the Transferor Issuer shall have delivered to the Trustee, Indenture Trustee and the Owner Trustee (with a copy to each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement Agency, as applicable), a Tax Opinion, dated the Series Issuance Date, with respect to such issuance; and
(vii) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor, Opinion dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage of the total amount of Principal Receivables, in each case as of the Series Issuance Date, and after giving effect to addressing such issuance. In addition, the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate the Investor Certificates of such Series upon execution thereof by the TransferorIssuance.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor may surrender the Base Certificate to the Trustee in exchange for a newly issued Base Certificate and one or more additional certificates (each, a “Supplemental Certificate”), the terms of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(a) to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and
(ii) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion dated the date of such exchange (or transfer or exchange as provided in the next sentence), with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (i) and (ii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplement.
Appears in 2 contracts
Samples: Master Indenture, Master Indenture (Atlanticus Holdings Corp)
New Issuances. (a) The Transferor Pursuant to one or more Indenture Supplements, the Issuer may from time to time direct the Trustee to authenticate issue one or more new Series of Investor CertificatesNotes (a "NEW ISSUANCE"). The Investor Certificates Notes of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement Indenture without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement Indenture and the applicable Supplement exceptIndenture Supplement, with respect to any Series or Class, except as provided in the related SupplementIndenture Supplement with respect to any Series. Interest on the Notes of all outstanding Series shall be paid on each Distribution Date therefor as specified in the Indenture Supplement relating to such outstanding Series. Principal of the Notes of each outstanding Series shall be paid as specified in the Indenture Supplement relating to such outstanding Series.
(b) On or before the Series Issuance Date relating to for any new SeriesSeries of Notes, the parties hereto will shall execute and deliver a an Indenture Supplement which will specify specifying the Principal Terms of such new Series. The terms of such Indenture Supplement may modify or amend the terms of this Agreement Indenture solely as applied to such new Series. The obligation of the Trustee Authentication Agent to authenticate and deliver the Investor Certificates Notes of such new any Series to or upon the order of the Issuer (other than any Series issued pursuant to an Indenture Supplement dated as of the date hereof) and the obligation of the Authentication Agent and the Indenture Trustee to execute and deliver the related Indenture Supplement is subject to the satisfaction of the following conditions:
(i) on or before the fifth Business Day day immediately preceding the Series Issuance Date, the Transferor Issuer shall have given the Indenture Trustee, the Servicer, the Paying Agent, the Authentication Agent, the Transfer Agent and Registrar, each Applicable Series Enhancer and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement notice (unless such notice requirement is otherwise waived) of such issuance and the applicable Series Issuance Date;
(ii) the Transferor Issuer shall have delivered to the Authentication Agent and the Indenture Trustee the any related Indenture Supplement, in form satisfactory to the Authentication Agent and the Indenture Trustee, executed by each party hereto other than the Authentication Agent and the Indenture Trustee;
(iii) the Transferor Issuer shall have delivered to the Indenture Trustee any related Enhancement Agreement executed by each of the parties thereto, thereto other than the Indenture Trustee;
(iv) the Transferor Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trusteeissuance;
(v) there shall have been delivered to the Transferor Indenture Trustee (with a copy to each Rating Agency) (A) the opinion required pursuant to Section 3.05(a) and (B) a Tax Opinion with respect to such issuance, dated the applicable Series Issuance Date.
(vi) the Issuer shall have delivered to the Indenture Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s 's Certificate of the Transferor, dated the Series Issuance Date, Issuer to the effect that the Transferor reasonably believes that such issuance will not, based on the facts known Series Issuance Date after giving effect to such officer at the time issuance of such certificationnew Series of Notes, then cause a Pay Out (A) neither an Amortization Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out nor an Unmatured Amortization Event to occur with respect to any Series;
Series of Notes nor an Asset Deficiency is continuing or will occur as the result of the issuance of such Series of Notes and (viB) all conditions precedent provided in this Indenture and the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant related Indenture Supplement a Tax Opinion, dated the Series Issuance Date, with respect to such issuancethe authentication and delivery of the new Series of Notes have been complied with; and
(vii) the Transferor Issuer shall have delivered to the Trustee Authentication Agent a written order or request signed in the name of the Issuer by any one of its Authorized Officers and any Series Enhancer entitled thereto pursuant delivered to the relevant Supplement an Officer’s Certificate Authentication Agent authorizing and directing the authentication and delivery of the Transferor, dated Notes of such Series by the Series Issuance Date to the effect that the Transferor’s Participation Amount Authentication Agent.
(excluding the interest represented by any Supplemental Certificatec) shall not be less than the Specified Percentage of the total amount of Principal Receivables, in each case as of the Series Issuance Date, and after giving effect to such issuance. In addition, the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. Upon satisfaction of the above conditions, the Trustee Issuer shall execute execute, and the Supplement Authentication Agent shall authenticate and authenticate deliver, the Investor Certificates Notes of such Series upon execution thereof by the Transferor.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then this Indenture and the Transferor may surrender applicable Indenture Supplement. Neither the Base Certificate to Authentication Agent nor the Indenture Trustee in exchange for a newly issued Base Certificate and one or more additional certificates (each, a “Supplemental Certificate”), the terms of which shall be defined in a obligated to enter into any such Indenture Supplement (which Supplement shall be subject to Section 13.01(a) to that adversely affects the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (Authentication Agent's or the Holder of a Supplemental CertificateIndenture Trustee's own rights, in the case of the transfer duties or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and
(ii) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion dated the date of such exchange (or transfer or exchange as provided in the next sentence), with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (i) and (ii) above. Notwithstanding anything in immunities under this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related SupplementIndenture.
Appears in 2 contracts
Samples: Master Indenture (PHH Corp), Master Indenture (PHH Corp)
New Issuances. (a) The Upon the issuance of Investor Securities of a new Series, the Transferor may from time shall deliver to time direct the Trustee to authenticate for authentication under Section 6.2, one or more new Series of Investor CertificatesSecurities. The Any such Series of Investor Certificates Securities shall be substantially in the form specified in the related Supplement and shall bear, upon its face, the designation for such Series to which it belongs, as selected by the Transferor. Except as specified in any Supplement for a related Series, all Investor Securities of all outstanding any Series shall rank pari passu and be equally and ratably entitled as provided herein to the benefits of this Agreement hereof (except that the Enhancement provided for any Series shall not be available for any other Series) without preference, priority or distinctiondistinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement.
(b) On The Holder of the Exchangeable Transferor Security may permit Investor Securities of one or before more new Series to be issued (each, a “New Issuance”) by notifying the Trustee in writing at least five Business Days in advance (a “New Issuance Notice”) of the date upon which the New Issuance is to occur (a “New Issuance Date”). Any New Issuance Notice shall state the designation of any Series to be issued on the New Issuance Date relating and, with respect to any new each such Class or Series: (i) its Initial Invested Amount (or the method for calculating such Initial Invested Amount), (ii) its Security Rate (or the method for allocating interest payments or other cash flows to such Series), if any, and (iii) the Enhancement Provider, if any, with respect to such Series. On the New Issuance Date, the parties hereto will execute Trustee shall authenticate and deliver any such Class or Classes of such Series of Investor Securities only upon delivery to it of the following: (i) a Supplement which will specify satisfying the criteria set forth in subsection 6.9(c) and in form reasonably satisfactory to the Trustee executed by the Transferor and the Servicer and specifying the Principal Terms of such Series, (ii) the applicable Enhancement, if any, (iii) the agreement, if any, pursuant to which the Enhancement Provider agrees to provide the Enhancement, if any, (iv) an Opinion of Counsel to the effect that (A) any Class of the newly issued Series of Investor Securities sold to third parties will be characterized as either indebtedness or partnership interests for Federal and applicable state income tax purposes and (B) that the issuance of the newly issued Series of Investor Securities will not adversely affect the Federal income tax characterization of any outstanding Series of Investor Securities or the taxability of the Trust under Federal income tax laws, (v) written confirmation from each Rating Agency that the New Issuance will not result in such Rating Agency’s reducing or withdrawing its rating on any then outstanding Class of any Series as to which it is a Rating Agency, (vi) an Officer’s Certificate of the Transferor, that on the New Issuance Date after giving effect to such New Issuance (A) the Transferor Interest would be at least equal to the Minimum Transferor Interest and (B) the Retained Interest would be at least equal to the Minimum Retained Interest, (vii) the existing Exchangeable Transferor Security, if any, and (viii) such other documents, certificates and Opinions of Counsel as may be required by the applicable Supplement. Upon satisfaction of such conditions, the Trustee shall cancel the existing Exchangeable Transferor Security, if any, and issue such Series of Investor Securities and a new Exchangeable Transferor Security, if applicable, each dated the New Issuance Date, as provided above. There is no limit to the number of New Issuances that may be performed under this Agreement.
(c) In conjunction with a New Issuance, the parties hereto shall execute a Supplement, which shall specify the relevant terms with respect to any newly issued Series of Investor Securities, which may include without limitation: (i) its name or designation, (ii) the Initial Invested Amount or the method of calculating the Initial Invested Amount, (iii) the Security Rate (or formula for the determination thereof), (iv) the Closing Date, (v) the rating agency or agencies rating such Series, (vi) the name of the Clearing Agency, if any, (vii) the rights of the Holder of the Exchangeable Transferor Security that have been transferred to the Holders of such Series pursuant to such New Issuance (including any rights to allocations of Finance Charge Collections and Principal Collections), (viii) the interest payment date or dates and the date or dates from which interest shall accrue, (ix) the method of allocating Principal Collections for such Series and the method by which the principal amount of Investor Securities of such Series shall amortize or accrete and the method for allocating Finance Charge Collections, (x) the names of any accounts to be used by such Series and the terms governing the operation of any such account, (xi) the Series Servicing Fee Percentage, (xii) the Minimum Transferor Interest, (xiii) the Series Termination Date, (xiv) the terms of any Enhancement with respect to such Series, (xv) the Enhancement Provider, if applicable, (xvi) the base rate applicable to such Series, (xvii) the terms on which the Securities of such Series may be repurchased or remarketed to other investors, (xviii) any deposit into any account provided for such Series, (xix) the number of Classes of such Series and, if more than one Class, the rights and priorities of each such Class, (xx) whether any fees will be included in the funds available to be paid for such Series, (xxi) the subordination of such Series to any other Series, (xxii) the Pool Factor, (xxiii) the Minimum Aggregate Principal Receivables, (xxiv) whether such Series will be a part of a group or subject to being paired with any other Series, (xxv) whether such Series will be pre-funded, and (xxvi) any other relevant terms of such Series (including whether or not such Series will be pledged as collateral for an issuance of any other securities, including commercial paper) (all such terms, the “Principal Terms” of such Series). The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. The obligation If on the date of the Trustee to authenticate the Investor Certificates issuance of such new Series there is issued and outstanding one or more Series of Investor Securities and no Series of Investor Securities is currently rated by a Rating Agency, then as a condition to execute and such New Issuance a nationally recognized investment banking firm or commercial bank shall also deliver the related Supplement is subject to the satisfaction of the following conditions:
(i) on or before the fifth Business Day immediately preceding the Series Issuance Date, the Transferor shall have given the Trustee, the Servicer, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement notice of such issuance and the Series Issuance Date;
(ii) the Transferor shall have delivered to the Trustee the related Supplementan officer’s certificate stating, in form satisfactory to substance, that the Trustee, executed by each party hereto other than the Trustee;
(iii) the Transferor shall have delivered to the Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee;
(iv) the Transferor shall have received written notice from each Rating Agency that such issuance New Issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee;
(v) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor, dated the Series Issuance Date, to the adverse effect that the Transferor reasonably believes that such issuance will not, based on the facts known timing or distribution of payments to such officer at the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Series;
(vi) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion, dated the Series Issuance Date, with respect to such issuance; and
(vii) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage of the total amount of Principal Receivables, in each case as of the Series Issuance Date, and after giving effect to such issuance. In addition, the Transferor agrees to provide notice of new issuances of other Series of Investor Certificates as may be required by Securities then issued and in accordance with Item 1121(a)(14) of Regulation AB. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate the Investor Certificates of such Series upon execution thereof by the Transferoroutstanding.
(cd) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereofapplicable, then the Transferor may surrender the Base Certificate Exchangeable Transferor Security to the Trustee in exchange for a newly issued Base Certificate Exchangeable Transferor Security and one or more additional certificates a second security (each, a “Supplemental CertificateSecurity”), the terms of which shall be defined in a Supplement supplement to this Agreement (which Supplement supplement shall be subject to Section 13.01(a) 13.1 hereof to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or a Person designated by the Holder of a Supplemental CertificateTransferor, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
: (i) following such exchange, the Transferor shall have Interest (less any interest therein represented by any Supplemental Securities) would be at least equal to the Minimum Transferor Interest, (ii) following such exchange the Retained Interest (less any interest therein represented by any Supplemental Securities) equals or exceeds the Minimum Retained Interest, and (iii) the Trustee received written notice from each Rating Agency that prior to such exchange (or transfer or exchange as provided belowA) a letter from the Rating Agency stating that the then current ratings on the Investor Securities of each rated class of each Series then outstanding will not have a Ratings Effect be reduced or withdrawn because of the issuance of such Supplemental Security and shall have delivered copies (B) an Opinion of each such written notice Counsel to the Servicer effect that (i) such Supplemental Security will be characterized as either indebtedness or a partnership interest for Federal income tax purposes and the Trustee; and
(ii) such Supplemental Security will not adversely affect the Transferor shall have delivered to Federal income tax characterization of any outstanding Series of Investor Securities or the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to taxability of the relevant Supplement a Tax Opinion dated the date of such exchange (or transfer or exchange as provided in the next sentence), with respect theretoTrust under Federal income tax laws. Any A Supplemental Certificate Security may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses clause (i) and (iiiii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplement.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Metris Master Trust), Pooling and Servicing Agreement (Metris Master Trust)
New Issuances. (a) The Transferor may from time to time direct the Trustee Trustee, on behalf of the Trust, to authenticate issue one or more new Series of Investor CertificatesSecurities. The Investor Certificates Securities of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement.
(b) On or before the Series Issuance Date relating to any new Series, the parties hereto will execute and deliver a Supplement which will specify the Principal Terms of such new Series. The Trustee shall execute the Supplement and the Transferor shall execute the Investor Securities of such Series and deliver such Investor Securities to the Trustee for authentication. In connection with the issuance of a new Series of Investor Securities or at any other time, a Transferor may surrender its Transferor Security to the Trustee in exchange for a newly issued Transferor Security and a second security (a "Supplemental Security"), the terms of such which shall be defined in a supplement (a "Supplemental Security Supplement") to this Agreement (which Supplemental Security Supplement may modify or amend shall be subject to Section 13.1 to the extent that it amends any of the terms of this Agreement solely Agreement) to be delivered to or upon the order of the Transferor. In addition, to the extent permitted for any Series of Investor Securities as applied specified in the related Supplement, the Investor Securityholders of such Series may tender their Investor Securities and the Transferor may tender the Transferor Security to the Trustee pursuant to the terms and conditions set forth in such new SeriesSupplement in exchange for (i) one or more newly issued Series of Investor Securities and (ii) a reissued Transferor Security (an "Investor Exchange"). The obligation issuance of the Trustee to authenticate the any such Investor Certificates of such new Series and to execute and deliver the related Supplement is Securities or Supplemental Security shall be subject to the satisfaction of the following conditions:
: (i) on or before the fifth Business Day day immediately preceding the Series Issuance DateDate or Transferor Security surrender and exchange, as the case may be, the Transferor shall have given the Trustee, the Servicer, each Servicer and the Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement notice (unless such notice requirement is otherwise waived) of such issuance and the Series Issuance Date;
Date or the Transferor Security surrender and exchange, as the case may be; (ii) the Transferor shall have delivered to the Trustee the related Supplement or Supplemental Security Supplement, as applicable, in form satisfactory to the Trustee, executed by each party hereto (other than the Trustee;
Trustee and the Holder of the Supplemental Security, if any); (iii) the Transferor shall have delivered to the Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee;
; (iv) the Transferor Trustee shall have received written notice confirmation from each the Rating Agency that the Rating Agency Condition shall have been satisfied with respect to such issuance will not have a Ratings Effect or the Transferor Security surrender and shall have delivered copies of each such written notice to exchange, as the Servicer and the Trustee;
case may be; (v) such issuance or surrender and exchange, as the case may be, will not result in any Adverse Effect and the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor's Certificate, dated the Series Issuance DateDate or the date of such surrender and exchange, as the case may be, to the effect that the Transferor reasonably believes that such issuance or such surrender and exchange, as the case may be, will not, based on the facts known to such officer at the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Series;
have an Adverse Effect; (vi) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant Trustee (with a copy to the relevant Supplement Rating Agency) a Tax Opinion, dated the Series Issuance DateDate or the date of such surrender and exchange, as the case may be, with respect to such issuanceissuance or surrender and exchange, respectively; and
and (vii) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage of the total aggregate amount of Principal Receivables, in each case Receivables theretofore conveyed to the Trust as of the Series Issuance DateDate or the date of such surrender and exchange, as the case may be, shall be greater than the Required Minimum Principal Balance as of the Series Issuance Date or the date of such surrender and exchange, as the case may be, and after giving effect to such issuance. In additionissuance or such surrender and exchange, respectively and the Transferor agrees Amount shall be greater than or equal to provide notice of new issuances of Series of the Required Transferor Amount. Any Supplemental Security held by any Person, and any Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate the Investor Certificates of such Series upon execution thereof Security held by the Transferor.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor may surrender the Base Certificate to the Trustee in exchange for a newly issued Base Certificate and one or more additional certificates (each, a “Supplemental Certificate”), the terms of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(a) to the extent that it amends at any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and
(ii) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion dated time after the date of such exchange (or transfer or exchange as provided in the next sentence)its initial issuance, with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (i) and (ii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver delivery to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of a Tax Opinion dated as of the Trust registering date of such uncertificated interest in transfer or exchange, as the Transferor’s Interest. If the recorded owner of any case may be, with respect to such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplementtransfer or exchange.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Partners First Receivables Funding Corp), Pooling and Servicing Agreement (Partners First Credit Card Master Trust)
New Issuances. (a) The Transferor may from time to time direct the Trustee Trustee, on behalf of the Trust, to authenticate issue one or more new Series of Investor CertificatesCertificates pursuant to a Supplement. The Investor Certificates of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or ClassSeries, as provided in the related Supplement.
(b) On or before the Series Initial Issuance Date relating to any new Series, the parties hereto will execute and deliver a Supplement which will specify the Principal Terms of such new Series. The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. The obligation of the Trustee to authenticate issue the Investor Certificates of such new Series and to execute and deliver the related Supplement is subject to the satisfaction of the following conditions:
(i) on or before the fifth tenth Business Day immediately preceding the Series Initial Issuance DateDate for such Series, the Transferor shall have given the Trustee, the Servicer, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement Enhancement Provider written notice of such issuance and the Series Initial Issuance DateDate for such Series;
(ii) the Transferor shall have delivered to the Trustee the related Supplement, in form satisfactory to the Trustee, executed by each party hereto other than the Trustee;
(iii) the Transferor shall have delivered to the Trustee any related Enhancement Agreement executed by each of the parties thereto, party hereto other than the Trustee;; Pooling and Servicing Agreement
(iv) the Transferor shall have received written notice from each Rating Agency shall have notified the Transferor, the Servicer, the Trustee, and any Enhancement Provider in writing that the issuance of such issuance new Series of Investor Certificates will not have result in a Ratings Effect and shall have delivered copies reduction or withdrawal of each such written notice the rating of any outstanding Series with respect to the Servicer and the Trusteewhich it is a Rating Agency;
(v) such issuance will not result in the occurrence of a Trust Early Amortization Event and the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement Enhancement Provider an Officer’s Certificate of the Transferor's Certificate, dated the Initial Issuance Date for such Series Issuance Date(upon which the Trustee may conclusively rely), to the effect that the Transferor reasonably believes that such issuance will not, based on not result in the facts known occurrence of a Trust Early Amortization Event and is not reasonably expected to such officer result in the occurrence of a Trust Early Amortization Event at any time in the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Seriesfuture;
(vi) the Transferor shall have delivered to the Trustee, each Rating Agency Trustee and any Series Enhancer entitled thereto pursuant Enhancement Provider an Opinion of Counsel to the relevant effect that the issuance of the Investor Certificates of such Series (A) has been, or need not be, registered under the Act and will not result in the requirement that any other Series of Investor Certificates not registered under the Act be so registered (unless the Transferor has elected, in its sole discretion, to register such Certificates), (B) will not result in the Trust becoming subject to registration as an investment company under the Investment Company Act and (C) will not require this Agreement or the related Supplement a Tax Opinionto be qualified under the Trust Indenture Act of 1939, dated the Series Issuance Date, with respect to such issuance; andas amended;
(vii) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the TransferorEnhancement Provider a Tax Opinion, dated the Series Initial Issuance Date for such Series, with respect to such issuance;
(viii) such issuance will not result in the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage aggregate of the total amount of Principal Receivables, in each case as of the Floating Allocation Percentages for all outstanding Series Issuance Date, and (after giving effect to such new issuance. In addition, ) exceeding 100%; and
(ix) the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may Receivables Purchase Agreements and the Parent Undertaking Agreement shall be required by in full force and in accordance with Item 1121(a)(14) of Regulation ABeffect. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate the Transferor shall execute and deliver to the Trustee the Investor Certificates of such Series for authentication and redelivery to or upon execution thereof by the written order of the Transferor. Notwithstanding the provisions of this section 6.08(b), prior to the execution of any Supplement, the Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such Supplement is authorized or permitted by this Agreement and any Supplement related to any outstanding Series. The Trustee may, but shall not be obligated to, enter into any such Supplement which adversely affects the rights, duties or immunities under this Agreement of Pooling and Servicing Agreement the Person, solely in its individual capacity then serving as Trustee (but not its rights, duties or immunities as Trustee).
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the The Transferor may surrender the Base Transferor Certificate to the Trustee in exchange for a newly issued Base Transferor Certificate and one or more additional certificates a second certificate (each, a “"Supplemental Certificate”"), the terms of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(a) 13.01 to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from delivered to the Trustee an Officer's Certificate certifying that the result obtained by multiplying (x) an amount equal to the excess of the Net Receivables Balance over the Trust Invested Amount by (y) the percentage equivalent of the portion of the Transferor Interest represented by the Transferor Certificate, shall not be less than 2% of the Outstanding Balance of all Receivables owned by the Trust, in each case as of the date of, and after giving effect to, such exchange;
(ii) the Rating Agency that Condition (for which the applicable Enhancement Provider shall not have unreasonably withheld its consent) shall have been satisfied with respect to such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee); and
(iiiii) the Transferor shall have delivered to the Trustee, each Rating Agency Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement Enhancement Provider a Tax Opinion Opinion, dated the date of such exchange (or transfer or exchange as provided in the next sentencebelow), with respect thereto. The Transferor Certificate will at all times be beneficially owned by the Transferor. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (iii) and (iiiii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplement.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Muehlstein Holding Corp), Pooling and Servicing Agreement (Muehlstein Holding Corp)
New Issuances. (a) The Transferor Pursuant to one or more Indenture Supplements, the Issuer may from time to time direct the Trustee to authenticate issue one or more new Series of Investor CertificatesNotes (a “New Issuance”). The Investor Certificates Notes of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement Indenture without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement Indenture and the applicable Supplement exceptIndenture Supplement, with respect to any Series or Class, except as provided in the related SupplementIndenture Supplement with respect to any Series. Interest on the Notes of all outstanding Series shall be paid on each Distribution Date therefor as specified in the Indenture Supplement relating to such outstanding Series. Principal of the Notes of each outstanding Series shall be paid as specified in the Indenture Supplement relating to such outstanding Series.
(b) On or before the Series Issuance Date relating to for any new SeriesSeries of Notes, the parties hereto will shall execute and deliver a an Indenture Supplement which will specify specifying the Principal Terms of such new Series. The terms of such Indenture Supplement may modify or amend the terms of this Agreement Indenture solely as applied to such new Series. The obligation of the Trustee Authentication Agent to authenticate and deliver the Investor Certificates Notes of such new any Series to or upon the order of the Issuer (other than any Series issued pursuant to an Indenture Supplement dated as of the date hereof) and the obligation of the Authentication Agent and the Indenture Trustee to execute and deliver the related Indenture Supplement is subject to the satisfaction of the following conditions:
(i) on or before the fifth Business Day day immediately preceding the Series Issuance Date, the Transferor Issuer shall have given the Indenture Trustee, the Servicer, the Paying Agent, the Authentication Agent, the Transfer Agent and Registrar, each Applicable Series Enhancer and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement notice (unless such notice requirement is otherwise waived) of such issuance and the applicable Series Issuance Date;
(ii) the Transferor Issuer shall have delivered to the Authentication Agent and the Indenture Trustee the any related Indenture Supplement, in form satisfactory to the Authentication Agent and the Indenture Trustee, executed by each party hereto other than the Authentication Agent and the Indenture Trustee;
(iii) the Transferor Issuer shall have delivered to the Indenture Trustee any related Enhancement Agreement executed by each of the parties thereto, thereto other than the Indenture Trustee;
(iv) the Transferor Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trusteeissuance;
(v) there shall have been delivered to the Transferor Indenture Trustee (with a copy to each Rating Agency) (A) the opinion required pursuant to Section 3.05(a) and (B) a Tax Opinion with respect to such issuance, dated the applicable Series Issuance Date.
(vi) the Issuer shall have delivered to the Indenture Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor, dated the Series Issuance Date, Issuer to the effect that the Transferor reasonably believes that such issuance will not, based on the facts known Series Issuance Date after giving effect to such officer at the time issuance of such certificationnew Series of Notes, then cause a Pay Out (A) neither an Amortization Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out nor an Unmatured Amortization Event to occur with respect to any Series;
Series of Notes nor an Asset Deficiency is continuing or will occur as the result of the issuance of such Series of Notes and (viB) all conditions precedent provided in this Indenture and the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant related Indenture Supplement a Tax Opinion, dated the Series Issuance Date, with respect to such issuancethe authentication and delivery of the new Series of Notes have been complied with; and
(vii) the Transferor Issuer shall have delivered to the Trustee Authentication Agent a written order or request signed in the name of the Issuer by any one of its Authorized Officers and any Series Enhancer entitled thereto pursuant delivered to the relevant Supplement an Officer’s Certificate Authentication Agent authorizing and directing the authentication and delivery of the Transferor, dated Notes of such Series by the Series Issuance Date to the effect that the Transferor’s Participation Amount Authentication Agent.
(excluding the interest represented by any Supplemental Certificatec) shall not be less than the Specified Percentage of the total amount of Principal Receivables, in each case as of the Series Issuance Date, and after giving effect to such issuance. In addition, the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. Upon satisfaction of the above conditions, the Trustee Issuer shall execute execute, and the Supplement Authentication Agent shall authenticate and authenticate deliver, the Investor Certificates Notes of such Series upon execution thereof by the Transferor.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then this Indenture and the Transferor may surrender applicable Indenture Supplement. Neither the Base Certificate to Authentication Agent nor the Indenture Trustee in exchange for a newly issued Base Certificate and one or more additional certificates (each, a “Supplemental Certificate”), the terms of which shall be defined in a obligated to enter into any such Indenture Supplement (which Supplement shall be subject to Section 13.01(a) to that adversely affects the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (Authentication Agent’s or the Holder of a Supplemental CertificateIndenture Trustee’s own rights, in the case of the transfer duties or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and
(ii) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion dated the date of such exchange (or transfer or exchange as provided in the next sentence), with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (i) and (ii) above. Notwithstanding anything in immunities under this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related SupplementIndenture.
Appears in 2 contracts
Samples: Omnibus Amendment (Domus Holdings Corp), Omnibus Amendment (NRT Settlement Services of Missouri LLC)
New Issuances. (a) The Transferor Seller may from time to time direct the Trustee Trustee, on behalf of the Trust, to authenticate issue one or more new Series of Investor Certificatespursuant to a Supplement. The Investor Certificates of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement.
(b) On or before the Series Issuance Date relating to any new Series, the parties hereto will shall execute and deliver a Supplement which will shall specify the Principal Terms of such new Series. The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. The obligation of the Trustee to authenticate issue the Investor Certificates of such new Series on the related Closing Date and to execute and deliver the related Supplement is subject to the satisfaction of the following conditions:
(i) on or before the fifth Business Day immediately preceding the Series Issuance DateDate (or in the case of the Dealer Overconcentration Series or the Series designated as "Series 2000-1" or "Series 2000-2", on or before the Series Issuance Date of such Series), the Transferor Seller shall have given the Trustee, the Servicer, each Rating Agency Agency, any Agent and any Series Enhancer entitled thereto pursuant to the relevant Supplement Enhancement Provider written notice of such issuance and the anticipated date on which such Series Issuance Datewill be issued;
(ii) the Transferor Seller shall have delivered to the Trustee the related Supplement, in form satisfactory to the Trustee, executed by each party hereto other than the Trustee;
(iii) the Transferor Seller shall have delivered to the Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee;
(iv) the Transferor Rating Agency Condition, if applicable, shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trusteeissuance;
(v) such issuance shall not result in the Transferor occurrence of an Early Amortization Event and the Seller shall have delivered to the Trustee Trustee, any Agent and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate Enhancement Provider a certificate of the Transferora Vice President or more senior officer, dated the Series Issuance Date, to the effect that the Transferor Seller reasonably believes that such issuance will not, based on shall not result in the facts known occurrence of an Early Amortization Event and is not reasonably expected to such officer result in the occurrence of an Early Amortization Event at any time in the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Seriesfuture;
(vi) the Transferor Seller shall have delivered to the Trustee, each Rating Agency Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement Enhancement Provider a Tax Opinion, dated the Series Issuance Date, with respect to such issuance; and;
(vii) the Transferor shall have delivered to result obtained by multiplying (x) the Trustee and any Series Enhancer entitled thereto pursuant to Seller's Participation Amount by (y) the relevant Supplement an Officer’s Certificate percentage equivalent of the Transferor, dated portion of the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest Seller's Interest represented by any Supplemental the Deutsche FRLP Certificate) , shall not be less than the Specified Percentage 2% of the total amount of Principal ReceivablesPool Balance, in each case as of the Series Issuance Date, and after giving effect to such issuance. In addition;
(viii) if there are any Delayed Funding Receivables in the Pool Balance, the Transferor agrees conditions in clauses (v) and (vii) shall also be satisfied after excluding from the Pool Balance all Principal Receivables that are Delayed Funding Receivables; and
(ix) the Seller shall have delivered to provide notice of new issuances of Series of Investor Certificates as may be required by the Trustee an Officer's Certificate to the effect that the conditions precedent in this Section 6.3(b) have been satisfied; and in accordance with Item 1121(a)(14) of Regulation AB. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate issue to the Seller the Investor Certificates Certificates, if any, of such Series upon for execution thereof by and redelivery to the TransferorTrustee for authentication.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor The Seller may surrender the Base Deutsche FRLP Certificate to the Trustee in exchange for a newly issued Base Deutsche FRLP Certificate and one or more additional certificates a second certificate (each, a “"Supplemental Certificate”"), the terms of which shall be defined in a Supplement supplement to this Agreement (which Supplement shall be subject to Section 13.01(a) 13.1 hereof to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor Seller (or the Holder holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor result obtained by multiplying (x) the Seller's Participation Amount (determined in accordance with Section 2.5(a)) by (y) the percentage equivalent of the portion of the Seller's Interest represented by the Deutsche FRLP Certificate, shall not be less than 2% of the Pool Balance (determined in accordance with Section 2.5(a)), in each case as of the date of, and after giving effect to, such exchange;
(ii) the Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and);
(iiiii) the Transferor Seller shall have delivered to the Trustee, each Rating Agency any Agent and any Series Enhancer entitled thereto pursuant to the relevant Supplement Enhancement Provider a Tax Opinion Opinion, dated the date of such exchange (or transfer or exchange as provided in the next sentencebelow), with respect theretoto such transfer and exchange; and
(iv) the Seller shall have delivered to the Trustee an Officer's Certificate to the effect that the conditions precedent in this Section 6.3(c) shall have been satisfied. The Deutsche FRLP Certificate shall at all times be beneficially owned by the Seller. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (iii) and (iiiii) above. .
(d) Notwithstanding anything to the contrary in this Agreement, any Series may be issued in uncertificated form, i.e., without being evidenced by a certificate of any kind. This is in addition to, and is not the same as, the fact that certificates of a Series may be issued as Book-Entry Certificates. All references in this Agreement or a Supplement (x) to a Series shall be deemed to refer also to an uncertificated Series, and (y) to Certificateholders of a Series shall be deemed to refer also to the contrary and subject to the related Supplement, any Holder holder or holders of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related SupplementSeries.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (CDF Funding, Inc.), Pooling and Servicing Agreement (Distribution Financial Services Floorplan Master Trust)
New Issuances. (a) The Transferor Transferors may from time to time direct the Trustee Trustee, on behalf of the Trust, to authenticate issue one or more new Series of Investor Certificates. The Investor Certificates of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement.
(b) On or before the Series Issuance Date relating to any new Series, the parties hereto will execute and deliver a Supplement which will specify the Principal Terms of such new Series. The terms of such Trustee shall execute the Supplement may modify or amend and the terms of this Agreement solely as applied to such new Series. The obligation of the Trustee to authenticate Transferors shall execute the Investor Certificates of such Series and deliver such Investor Certificates to the Trustee for authentication. In connection with the issuance of a new Series of Investor Certificates, the designation of an Additional Transferor pursuant to Section 2.09(g) or at any other time, each Transferor may surrender its Transferor Certificate to the Trustee in exchange for a newly issued Transferor Certificate and a new certificate (a "Supplemental Certificate"), the terms of which shall be defined in a supplement (a "Transferor Certificate Supplement") to execute and deliver the related this Agreement (which Transferor Certificate Supplement is shall be subject to Section 13.01 to the extent that it amends any of the terms of this Agreement) to be delivered to or upon the order of such Transferor. The issuance of any such Investor Certificates or Supplemental Certificate shall be subject to satisfaction of the following conditions:
(i) on or before the fifth Business Day day immediately preceding the Series Issuance DateDate or Transferor Certificate surrender and exchange, as the case may be, such Transferor shall have given the Trustee, the Servicer, Servicer and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement notice (unless such notice requirement is otherwise waived) of such issuance and the Series Issuance DateDate or such Transferor Certificate surrender and exchange, as the case may be;
(ii) the such Transferor shall have delivered to the Trustee the related Supplement or Transferor Certificate Supplement, as applicable, in form satisfactory to the Trustee, executed by each party hereto (other than the TrusteeTrustee and the Holder of the Supplemental Certificate, if any);
(iii) the such Transferor shall have delivered to the Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee;
(iv) the Transferor Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect or such Transferor Certificate surrender and shall have delivered copies of each such written notice to exchange, as the Servicer and the Trusteecase may be;
(v) such issuance or surrender and exchange, as the case may be, will not result in any Adverse Effect and such Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s 's Certificate of the such Transferor, dated the Series Issuance DateDate or the date of such surrender and exchange, as the case may be, to the effect that the such Transferor reasonably believes that such issuance or such surrender and exchange, as the case may be, will not, based on the facts known to such officer at the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Serieshave an Adverse Effect;
(vi) the Transferor Transferors shall have delivered to the Trustee, Trustee (with a copy to each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement Agency) a Tax Opinion, dated the Series Issuance DateDate or the date of such surrender and exchange, as the case may be, with respect to such issuanceissuance or surrender and exchange, respectively, and, in connection with any such exchange, after giving effect to such exchange, the Transferors or other Holders of the Original Transferor Certificate shall have a remaining interest in the Trust of not less than, in the aggregate, 2% of the total amount of Principal Receivables and funds on deposit in the Special Funding Account and the Principal Funding Account; and
(vii) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage of the total aggregate amount of Principal Receivables, in each case Receivables plus the principal amount of any Participation Interest theretofore conveyed to the Trust as of the Series Issuance DateDate or the date of such surrender and exchange, as the case may be, shall be greater than the Required Minimum Principal Balance as of the Series Issuance Date or the date of such surrender and exchange, as the case may be, and after giving effect to such issuance. In additionissuance or such surrender and exchange, the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate the Investor Certificates of such Series upon execution thereof by the Transferor.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor may surrender the Base Certificate to the Trustee in exchange for a newly issued Base Certificate and one or more additional certificates (each, a “Supplemental Certificate”), the terms of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(a) to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and
(ii) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion dated the date of such exchange (or transfer or exchange as provided in the next sentence), with respect theretorespectively. Any Supplemental Certificate held by any Person, and any Investor Certificate held by any Transferor at any time after the date of its initial issuance, may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (i) and (ii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver delivery to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of a Tax Opinion dated as of the Trust registering date of such uncertificated interest in transfer or exchange, as the Transferor’s Interest. If the recorded owner of any case may be, with respect to such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplementtransfer or exchange.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (American Express Credit Account Master Trust), Pooling and Servicing Agreement (American Express Credit Account Master Trust)
New Issuances. (a) The Transferor Transferors may from time to time direct the Trustee Trustee, on behalf of the Trust, to authenticate issue one or more new Series of Investor Certificates. The Investor Certificates of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement.
(b) On or before the Series Issuance Date relating to any new Series, the parties hereto will execute and deliver a Supplement which will specify the Principal Terms of such new Series. The terms of such Trustee shall execute the Supplement may modify or amend and the terms of this Agreement solely as applied to such new Series. The obligation of the Trustee to authenticate Transferors shall execute the Investor Certificates of such Series and deliver such Investor Certificates to the Trustee for authentication. In connection with the issuance of a new Series of Investor Certificates, the designation of an Additional Transferor pursuant to Section 2.09(g) or at any other time, each Transferor may surrender its Transferor Certificate to the Trustee, if applicable, in exchange for a newly issued Transferor Certificate and a new certificate (a "Supplemental Certificate"), the terms of which shall be defined in a supplement (a "Transferor Certificate Supplement") to execute and deliver the related this Agreement (which Transferor Certificate Supplement is shall be subject to Section 13.01 to the extent that it amends any of the terms of this Agreement) to be delivered to or upon the order of such Transferor; provided, however, that if the Holders of the Transferor Certificates have elected to have their interests in the Transferors' Interest be uncertificated, then such uncertificated interests shall represent the Transferors' Interest before and immediately after the designation of such Additional Transferor pursuant to Section 2.09(g). The issuance of any such Investor Certificates or Supplemental Certificate shall be subject to satisfaction of the following conditions:
(i) on or before the fifth Business Day day immediately preceding the Series Issuance Date, the surrender and exchange of the Transferor Certificates or the exchange of the uncertificated interests in the Transferors' Interest, as the case may be, such Transferor shall have given the Trustee, the Servicer, Servicer and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement notice (unless such notice requirement is otherwise waived) of such issuance and the Series Issuance Date, of such surrender and exchange of the Transferor Certificates or of such exchange of the uncertificated interests in the Transferors' Interest, as the case may be;
(ii) the such Transferor shall have delivered to the Trustee the related Supplement or Transferor Certificate Supplement, as applicable, in form satisfactory to the Trustee, executed by each party hereto (other than the TrusteeTrustee and the Holder of the Supplemental Certificate, if any);
(iii) the such Transferor shall have delivered to the Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee;
(iv) the Transferor Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect issuance, such surrender and shall have delivered copies exchange of each the Transferor Certificates or such written notice to exchange of the Servicer and uncertificated interests in the TrusteeTransferors' Interest, as the case may be;
(v) such issuance, such surrender and exchange or such exchange, as the case may be, will not result in any Adverse Effect and such Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s 's Certificate of the such Transferor, dated the Series Issuance Date, the date of such surrender and exchange or the date of such exchange, as the case may be, to the effect that the such Transferor reasonably believes that such issuance issuance, such surrender and exchange or such exchange, as the case may be, will not, based on the facts known to such officer at the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Serieshave an Adverse Effect;
(vi) the Transferor Transferors shall have delivered to the Trustee, Trustee (with a copy to each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement Agency) a Tax Opinion, dated the Series Issuance DateDate or the date of such surrender and exchange or such exchange, as the case may be, with respect to such issuance, such surrender and exchange or such exchange, respectively, and, in connection with any such exchange, after giving effect to such exchange, the Transferors or other Holders of the Original Transferor Certificate shall have a remaining interest in the Trust of not less than, in the aggregate, 2% of the total amount of Principal Receivables and funds on deposit in the Special Funding Account and the Principal Funding Account; and
(vii) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage of the total aggregate amount of Principal Receivables, in each case Receivables plus the principal amount of any Participation Interest theretofore conveyed to the Trust as of the Series Issuance Date, the date of such surrender and exchange or the date of such exchange, as the case may be, shall be greater than the Required Minimum Principal Balance as of the Series Issuance Date or the date of such surrender and exchange, as the case may be, and after giving effect to such issuance, such surrender and exchange or such exchange, respectively. In addition, the each Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate the Investor Certificates of such Series upon execution thereof by the Transferor.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Any Supplemental Certificate as provided in Section 6.01 hereof, then the Transferor may surrender the Base Certificate to the Trustee in exchange for a newly issued Base Certificate and one or more additional certificates (each, a “Supplemental Certificate”), the terms of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(a) to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificateuncertificated interest) held by any Person, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and
(ii) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion dated Investor Certificate held by any Transferor at any time after the date of such exchange (or transfer or exchange as provided in the next sentence)its initial issuance, with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (i) and (ii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver delivery to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of a Tax Opinion dated as of the Trust registering date of such uncertificated interest in transfer or exchange, as the Transferor’s Interest. If the recorded owner of any case may be, with respect to such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplementtransfer or exchange.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (American Express Receivables Financing Corp Ii), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC)
New Issuances. (a) The Transferor Pursuant to one or more Indenture Supplements, the Transferor[s] may from time to time direct the Trustee Issuer to authenticate issue one or more new Series of Investor CertificatesNotes (each such issuance, a "New Issuance"). The Investor Certificates Notes of all outstanding Series shall will be equally and ratably entitled as provided herein to the benefits of this Agreement Indenture without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement Indenture and the applicable related Indenture Supplement except, with respect to any Series or Class, as provided in the related Indenture Supplement. Interest on and principal of the Notes of each outstanding Series will be paid as specified in or pursuant to the related Indenture Supplement.
(b) On or before the Series Issuance Closing Date relating to any new SeriesSeries of Notes, the parties hereto will execute and deliver a an Indenture Supplement which will specify the Principal Terms of such new Series. The terms of such Indenture Supplement may modify or amend the terms of this Agreement Indenture solely as applied to such new Series. The obligation of the Indenture Trustee to authenticate and deliver the Investor Certificates Notes of such any new Series (other than any Series issued pursuant to an Indenture Supplement dated as of the date hereof) and to execute and deliver the related Indenture Supplement is will be subject to the satisfaction of the following conditions:
(i) on or before the fifth second Business Day immediately preceding the Series Issuance DateClosing Date for such Series, the Transferor shall have Transferor[s] [has]/[have] given the Owner Trustee, the ServicerIndenture Trustee, the Servicer and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement notice (unless such notice requirement is otherwise waived) of such issuance and the Series Issuance such Closing Date;
(ii) the [the]/[each] Transferor shall have has delivered to the Indenture Trustee the related Indenture Supplement, in form satisfactory to the Indenture Trustee, executed by each party hereto (other than the Indenture Trustee);
(iii) the [the]/[each] Transferor shall have has delivered to the Indenture Trustee any related Series Enhancement Agreement executed by each of the parties thereto, thereto (other than the Indenture Trustee);
(iv) the Transferor shall have received written notice from each Rating Agency that Condition has been satisfied with respect to such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trusteeissuance;
(v) the [the]/[each] Transferor shall have has delivered to the Indenture Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor's Certificate, dated the Series Issuance such Closing Date, to the effect that the [the]/[such] Transferor reasonably believes that such issuance will not, based on the facts known to such officer at the time of such certification, then have an Adverse Effect or cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out an Amortization Event to occur with respect to any outstanding Series;
(vi) the [the]/[each] Transferor shall have has delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement Indenture Trustee a Tax Opinion, dated the Series Issuance such Closing Date, with respect to such issuance; and
(vii) the Transferor shall have delivered to Net Adjusted Pool Balance exceeds the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage of the total amount of Principal Receivables, in each case as of the Series Issuance Date, and Required Pool Balance after giving effect to such issuance. In addition, Any Notes held by the Transferor agrees to provide notice Transferor[s] at any time after the date of new issuances of Series of Investor Certificates as its original issuance may be required by and transferred or exchanged only upon the delivery to the Indenture Trustee of a Tax Opinion dated as of the date of such transfer or exchange, as the case may be, with respect to such transfer or exchange.
(c) Any Indenture Supplement providing for the issuance of subclasses or Tranches of Notes within the related Series may specify, in accordance addition to the conditions hereunder applicable to each such subclass or Tranche, other conditions for the issuance of such subclasses or Tranches, which conditions will be consistent with Item 1121(a)(14the conditions for the issuance of the related Series.
(d) of Regulation AB. Upon satisfaction of the above conditions, pursuant to Section 2.03, the Owner Trustee, on behalf of the Issuer, will execute and the Indenture Trustee shall execute upon receipt of an Issuer Order will authenticate and deliver the Supplement and authenticate the Investor Certificates Notes of such Series upon execution thereof by the Transferor.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereofthis Indenture and the related Indenture Supplement. Notwithstanding the provisions of this Section, then the Transferor may surrender the Base Certificate prior to the Trustee in exchange for a newly issued Base Certificate and one or more additional certificates (each, a “Supplemental Certificate”)execution of any Indenture Supplement, the terms Indenture Trustee will be entitled to receive and rely upon an Opinion of which shall be defined in a Counsel stating that the execution of such Indenture Supplement (which is authorized or permitted by this Indenture and any Indenture Supplement shall be subject related to Section 13.01(a) any outstanding Series and that all conditions precedent under the Indenture to the extent that it amends any execution and delivery of the terms of this Agreement)Supplemental Indenture have been complied with. The Indenture Trustee may, to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificatebut is not obligated to, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and
(ii) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion dated the date of such exchange (or transfer or exchange as provided in the next sentence), with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (i) and (ii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of enter into any such uncertificated interest elects to have its interest in Indenture Supplement that adversely affects the Transferor’s Interest be evidenced by a certificateIndenture Trustee's own rights, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplementduties or immunities under this Indenture.
Appears in 2 contracts
Samples: Indenture (Ford Credit Floorplan Corp), Indenture (Ford Credit Floorplan LLC)
New Issuances. (a) The Upon request by Transferor may from time to time direct the time, Trustee shall issue to authenticate Transferor under Section 6.1, for execution and redelivery to Trustee for authentication under Section 6.2, one or more new Series of Investor Certificates. The Any such Series shall be substantially in the form specified in the related Supplement and shall bear, upon its face, the designation for such Series to which it belongs, as selected by Transferor. Except as specified in any Supplement for a related Series, all Investor Certificates of all outstanding any Series shall rank pari passu and be equally and ratably entitled as provided herein to the benefits of this Agreement hereof (except that the Credit Enhancement provided for any Series shall not be available for any other Series) without preference, priority or distinctiondistinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement.
(b) On Transferor may require Trustee to issue to Transferor under Section 6.1, for execution and redelivery to Trustee for authentication under Section 6.2, one or before more newly issued Series of Investor Certificates or in connection with a Paired Series, interests in such Series, in exchange for a reduction in the Transferor Interest (any such transaction, a "Transferor Issuance"). In addition, to the extent permitted for any Series of Investor Certificates as specified in the related Supplement (and subject to any applicable requirements under the Securities Exchange Act of 1934 and the rules and regulations thereunder, including Rule 13e-4), the Investor Holders of such Series may tender their Investor Certificates to Trustee pursuant to the terms and conditions set forth in such Supplement in exchange for one or more newly issued Series of Investor Certificates (an "Investor Issuance"). Transferor may initiate an Issuance by notifying Trustee, in writing at least three days in advance (an "Issuance Notice") of the date upon which the Issuance is to occur (an "Issuance Date"). Any Issuance Notice shall state the designation of any Series (and Class thereof, if applicable) to be issued on the Issuance Date relating and, with respect to any new each such Series, its Initial Investor Interest (or the parties hereto will execute method for calculating such Initial Investor Interest), the applicable interest rate (or the method for allocating interest payments or other cash flows to such Series), if any, and the Credit Enhancement Provider, if any, with respect to such Series. On the Issuance Date, Trustee shall authenticate and deliver any such Series of Investor Certificates only upon delivery to it of the following: (1) a Supplement which will specify satisfying the criteria set forth in subsection 6.9(c) executed by Transferor and specifying the Principal Terms of such Series, (2) the applicable Credit Enhancement, if any, (3) the agreement, if any, pursuant to which the Credit Enhancement Provider agrees to provide the Credit Enhancement, if any, (4) a Tax Opinion, (5) evidence that the Rating Agency Condition has been satisfied with respect to the Issuance, (6) an Officer's Certificate signed by a Vice President (or any more senior officer) of Transferor, that on the Issuance Date (i) Transferor, after giving effect to the Issuance, would not be required to add Additional Accounts pursuant to subsection 2.6(a) and (ii) after giving effect to such Issuance, the Transferor Interest would be at least equal to the Minimum Transferor Interest, and (7) the existing Investor Certificates, in the case of an Investor Issuance. Upon satisfaction of such conditions, Trustee shall issue as provided above, such Series of Investor Certificates, dated the Issuance Date and, in the case of an Investor Issuance, cancel the Investor Certificates tendered in exchange for the new Series. There is no limit to the number of Issuances that may be performed under this Agreement.
(c) In conjunction with an Issuance, the parties hereto shall execute a Supplement, which shall specify the relevant terms with respect to any newly issued Series of Investor Certificates, which may include: (i) its name or designation, (ii) an Initial Investor Interest or the method of calculating the Initial Investor Interest, (iii) the method of determining any adjusted Investor Interest, if applicable, (iv) the applicable interest rate (or formula for its determination), (v) the Closing Date, (vi) each rating agency rating such Series, (vii) the name of the Clearing Agency, if any, (viii) the rights of Transferor that have been transferred to the Holders of such Series pursuant to such Issuance (including any rights to allocations of Collections of Finance Charge Receivables and Principal Receivables), (ix) the interest payment date or dates and the date or dates from which interest shall accrue, (x) the periods during which or dates on which principal will be paid or accrued, (xi) the method of allocating Collections with respect to Principal Receivables for such Series and, if applicable, with respect to other Series and the method by which the principal amount of Investor Certificates of such Series shall amortize or accrete and the method for allocating Collections with respect to Finance Charge Receivables and Receivables in Defaulted Accounts, (xii) any other Collections with respect to Receivables or other amounts available to be paid with respect to such Series, (xiii) the names of any accounts to be used by such Series and the terms governing the operation of any such account and use of monies therein, (xiv) the Investor Servicing Fee and the Series Servicing Fee Percentage, (xv) the Minimum Transferor Interest and the Series Termination Date, (xvi) the terms of any Credit Enhancement with respect to such Series, and the Credit Enhancement Provider, if applicable, (xvii) the base rate applicable to such Series, (xviii) the terms on which the Certificates of such Series may be repurchased or remarketed to other investors, (xix) any deposit into any account provided for such Series, (xx) the number of Classes of such Series, and if more than one Class, the rights and priorities of each such Class, (xxi) whether Interchange or other fees will be included in the funds available to be paid for such Series, (xxii) the priority of any Series with respect to any other Series, (xxiii) the rights, if any, of Transferor that have been transferred to the holders of such Series, (xxiv) the Minimum Aggregate Principal Receivables, (xxv) whether such Series will be part of a Group, (xxvi) whether such Series will be a Principal Sharing Series, (xxvii) whether such Series will or may be a Paired Series and the Series with which it will be paired, if applicable and (xxviii) any other relevant terms of such Series (including whether or not such Series will be pledged as collateral for an issuance of any other securities, including commercial paper) (all such terms, the "Principal Terms" of such Series). The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. The obligation of the Trustee to authenticate the Investor Certificates of such new Series and to execute and deliver the related Supplement is subject to the satisfaction of the following conditions:.
(id) on or before the fifth Business Day immediately preceding the Series Issuance Date, the Transferor shall have given the Trustee, the Servicer, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement notice of such issuance and the Series Issuance Date;
(ii) the Transferor shall have delivered to the Trustee the related Supplement, in form satisfactory to the Trustee, executed by each party hereto other than the Trustee;
(iii) the Transferor shall have delivered to the Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee;
(iv) the Transferor shall have received written notice from each Rating Agency that such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee;
(v) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor, dated the Series Issuance Date, to the effect that the Transferor reasonably believes that such issuance will not, based on the facts known to such officer at the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Series;
(vi) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion, dated the Series Issuance Date, with respect to such issuance; and
(vii) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage of the total amount of Principal Receivables, in each case as of the Series Issuance Date, and after giving effect to such issuance. In addition, the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. Upon satisfaction of the above conditionsconditions (mutatis mutandis), the Trustee shall execute the Supplement and authenticate the Investor Certificates of such Series upon execution thereof by the Transferor.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor may surrender the Base Certificate also cause Trustee to the Trustee in exchange for a newly issued Base Certificate and enter into one or more additional certificates (eachagreements pursuant to which Trustee shall sell purchased interests in the Receivables and other Trust Assets to one or more purchasers. Such agreement(s) shall specify terms similar to Principal Terms for any such purchased interests and may grant the purchaser(s) of such interests, a “Supplemental Certificate”or an agent or other representative of such purchaser(s), the terms of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(a) to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and
(ii) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion dated the date of such exchange (or transfer or exchange as provided in the next sentence), consultation rights with respect thereto. Any Supplemental Certificate may be transferred to any rights or exchanged only upon satisfaction actions of the conditions set forth in clauses (i) and (ii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplement.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (First National Bank of Commerce), Pooling and Servicing Agreement (First National Bank of Commerce)
New Issuances. (a) The Pursuant to one or more Indenture Supplements, Transferor may from time to time direct the Trustee Owner Trustee, on behalf of Issuer, to authenticate issue one or more new Series of Investor CertificatesNotes (a "NEW ISSUANCE"). The Investor Certificates Notes of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement Indenture without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement Indenture and the applicable Indenture Supplement except, with respect to any Series or Class, as provided in the related Indenture Supplement. Interest on and principal of the Notes of each outstanding Series shall be paid as specified in the Indenture Supplement relating to such outstanding Series.
(b) On or before the Series Issuance Closing Date relating to any new SeriesSeries of Notes, the parties hereto will execute and deliver a an Indenture Supplement which will specify the Principal Terms of such new Series. The terms of such Indenture Supplement may modify or amend the terms of this Agreement Indenture solely as applied to such new Series. The obligation of the Owner Trustee to execute, on behalf of Issuer, the Notes of any Series and of Indenture Trustee to authenticate such Notes (other than any Series issued pursuant to an Indenture Supplement dated as of the Investor Certificates of such new Series date hereof) and to execute and deliver the related Indenture Supplement is subject to the satisfaction of the following conditions:
(i) on or before the fifth Business Day immediately preceding the Series Issuance Date, the Closing Date Transferor shall have given the Owner Trustee, the ServicerIndenture Trustee, Servicer and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement notice (unless such notice requirement is otherwise waived) of such issuance and the Series Issuance Closing Date;
(ii) the Transferor shall have delivered to the Owner Trustee the and Indenture Trustee any related Indenture Supplement, in form satisfactory to the Owner Trustee and Indenture Trustee, executed by each party hereto (other than the Indenture Trustee);
(iii) the Transferor shall have delivered to the Owner Trustee and Indenture Trustee any related Enhancement Agreement executed by each of Transferor and the parties thereto, other than the TrusteeEnhancement Provider;
(iv) the Transferor Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trusteeissuance;
(v) the Transferor shall have delivered to the Owner Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement Indenture Trustee an Officer’s Certificate of the Transferor's Certificate, dated the Series Issuance Date, Closing Date to the effect that the Transferor reasonably believes that such issuance will not, based on the facts known to such officer at the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Seriescertification have an Adverse Effect;
(vi) the Transferor shall have delivered to the Trustee, Owner Trustee and Indenture Trustee (with a copy to each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement Agency) a Tax Opinion, dated the Series Issuance Date, Closing Date with respect to such issuance;
(vii) Transferor shall have delivered to the Owner Trustee and Indenture Trustee an Officer's Certificate stating that (A) Transferor Amount shall not be less than the Minimum Transferor Amount and (B) the Aggregate Principal Balance shall not be less than the Required Principal Balance, in each case as of the Closing Date and after giving effect to such issuance; and
(viiviii) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s unless Certificate Trust has terminated, all of the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage conditions set forth in Section 6.3 of the total amount of Principal Receivables, in each case as of the Series Issuance Date, Pooling and after giving effect to such issuance. In addition, the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14Servicing Agreement have been met.
(c) of Regulation AB. Upon satisfaction of the above conditions, pursuant to SECTION 2.3, the Owner Trustee, on behalf of Issuer, shall execute and Indenture Trustee shall execute upon written direction of Issuer authenticate and deliver the Supplement and authenticate the Investor Certificates Notes of such Series upon execution thereof by as provided in this Indenture and the Transferorapplicable Indenture Supplement.
(cd) If Issuer may direct Indenture Trustee in writing to deposit the Transferor elects to have all or a portion of its interest net proceeds from any New Issuance in the Transferor’s Interest evidenced by Excess Funding Account. Issuer may also specify that on any Transfer Date the Base Certificate as provided in Section 6.01 hereof, then proceeds from the Transferor may surrender the Base Certificate to the Trustee in exchange for a newly issued Base Certificate and one or more additional certificates (each, a “Supplemental Certificate”), the terms sale of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(a) to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and
(ii) the Transferor shall have delivered to the Trustee, each Rating Agency and any new Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion dated the date of such exchange (or transfer or exchange as provided in the next sentence), with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of withdrawn from the conditions set forth in clauses (i) Excess Funding Account and (ii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplementtreated as Shared Principal Collections.
Appears in 2 contracts
Samples: Master Indenture (World Financial Network Credit Card Master Trust), Master Indenture (World Financial Network Credit Card Master Trust)
New Issuances. (a) The Transferor Sellers may from time to time direct the Trustee Trustee, on behalf of the Trust, to authenticate issue one or more new Series of Investor Certificates. The Investor Certificates of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement.
(b) On or before the Series Issuance Date relating to any new Series, the parties hereto will execute and deliver a Supplement which will specify the Principal Terms of such new Series. The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. The obligation of the Trustee to authenticate issue the Investor Certificates of such new Series and to execute and deliver the related Supplement is subject to the satisfaction of the following conditions:
(i) on or before the fifth Business Day immediately preceding the Series Issuance Date, the Transferor Sellers shall have given the Trustee, the Servicer, each Rating Agency and any each Series Enhancer entitled thereto pursuant to the relevant Supplement notice of such issuance and the Series Issuance Date;
(ii) the Transferor Sellers shall have delivered to the Trustee the related Supplement, in form satisfactory to the Trustee, executed by each party hereto other than the Trustee;
(iii) the Transferor Sellers shall have delivered to the Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee;
(iv) the Transferor Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trusteeissuance;
(v) such issuance will not result in the Transferor occurrence of an Amortization Event and the Sellers shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate a certificate of the Transferora Vice President or more senior officer, dated the Series Issuance Date, to the effect that the Transferor such Seller reasonably believes that such issuance will not, based on not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the facts known to such officer at the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Seriesfuture;
(vi) the Transferor Sellers shall have delivered to the Trustee, each Rating Agency and any each Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion, dated the Series Issuance Date, with respect to such issuance; and
(vii) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) Banks’ Interest shall not be less than the Specified Percentage 2% of the total amount of Principal Receivables, in each case as of the Series Issuance Date, and after giving effect to such issuance. In addition, the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate issue to the Banks the Investor Certificates of such Series upon for execution thereof by and redelivery to the TransferorTrustee for authentication.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor The Banks may surrender the Base Bank Certificate to the Trustee in exchange for a newly issued Base Bank Certificate and one or more additional certificates a second certificate (each, a “Supplemental Certificate”), the terms of which shall be defined in a Supplement supplement to this Agreement (which Supplement supplement shall be subject to Section 13.01(a) 13.01 to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor Banks (or the Holder holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor Banks’ Interest shall not be less than 2% of the total amount of Principal Receivables, in each case as of the date of, and after giving effect to, such exchange;
(ii) the Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee); and
(iiiii) the Transferor Sellers shall have delivered to the Trustee, each Rating Agency and any each Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion Opinion, dated the date of such exchange (or transfer or exchange as provided in the next sentencebelow), with respect thereto. The Bank Certificate will at all times be beneficially owned by Citibank (South Dakota) and Citibank (Nevada). Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (iii) and (iiiii) above. Notwithstanding anything in this Agreement The conditions set forth above shall also apply to the contrary and subject designation of an Additional Seller pursuant to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related SupplementSection 2.09(f).
Appears in 1 contract
Samples: Pooling and Servicing Agreement
New Issuances. (a) The Transferor may from time to time direct the Trustee Trustee, on behalf of the Trust, to authenticate issue one or more new Series of Investor CertificatesSecurities. The Investor Certificates Securities of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement.
(b) On or before the Series Issuance Date relating to any new Series, the parties hereto will execute and deliver a Supplement which will specify the Principal Terms of such new Series. The Trustee shall execute the Supplement and the Transferor shall execute the Investor Securities of such Series and deliver such Investor Securities to the Trustee for authentication. In connection with the issuance of a new Series of Investor Securities or at any other time, a Transferor may surrender its Transferor Security to the Trustee in exchange for a newly issued Transferor Security and a second security (a "Supplemental Security"), the terms of such which shall be defined in a supplement (a "Supplemental Security Supplement") to this Agreement (which Supplemental Security Supplement may modify or amend shall be subject to Section 13.1 to the extent that it amends any of the terms of this Agreement solely Agreement) to be delivered to or upon the order of the Transferor. In addition, to the extent permitted for any Series of Investor Securities as applied specified in the related Supplement, the Investor Securityholders of such Series may tender their Investor Securities and the Transferor may tender the Transferor Security to the Trustee pursuant to the terms and conditions set forth in such new SeriesSupplement in exchange for (i) one or more newly issued Series of Investor Securities and (ii) a reissued Transferor Security (an "Investor Exchange"). The obligation issuance of the Trustee to authenticate the any such Investor Certificates of such new Series and to execute and deliver the related Supplement is ----------------- Securities or Supplemental Security shall be subject to the satisfaction of the following conditions:
(i) on or before the fifth Business Day day immediately preceding the Series Issuance DateDate or Transferor Security surrender and exchange, as the case may be, the Transferor shall have given the Trustee, the Servicer, each Servicer and the Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement notice (unless such notice requirement is otherwise waived) of such issuance and the Series Issuance DateDate or the Transferor Security surrender and exchange, as the case may be;
(ii) the Transferor shall have delivered to the Trustee the related Supplement or Supplemental Security Supplement, as applicable, in form satisfactory to the Trustee, executed by each party hereto (other than the TrusteeTrustee and the Holder of the Supplemental Security, if any);
(iii) the Transferor shall have delivered to the Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee;
(iv) the Transferor Trustee shall have received written notice confirmation from each the Rating Agency that the Rating Agency Condition shall have been satisfied with respect to such issuance will not have a Ratings Effect or the Transferor Security surrender and shall have delivered copies of each such written notice to exchange, as the Servicer and the Trusteecase may be;
(v) such issuance or surrender and exchange, as the case may be, will not result in any Adverse Effect and the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor's Certificate, dated the Series Issuance DateDate or the date of such surrender and exchange, as the case may be, to the effect that the Transferor reasonably believes that such issuance or such surrender and exchange, as the case may be, will not, based on the facts known to such officer at the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Serieshave an Adverse Effect;
(vi) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant Trustee (with a copy to the relevant Supplement Rating Agency) a Tax Opinion, dated the Series Issuance DateDate or the date of such surrender and exchange, as the case may be, with respect to such issuanceissuance or surrender and exchange, respectively; and
(vii) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage of the total aggregate amount of Principal Receivables, in each case Receivables theretofore conveyed to the Trust as of the Series Issuance DateDate or the date of such surrender and exchange, as the case may be, shall be greater than the Required Minimum Principal Balance as of the Series Issuance Date or the date of such surrender and exchange, as the case may be, and after giving effect to such issuance. In additionissuance or such surrender and exchange, respectively and the Transferor agrees Amount shall be greater than or equal to provide notice of new issuances of Series of the Required Transferor Amount. Any Supplemental Security held by any Person, and any Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate the Investor Certificates of such Series upon execution thereof Security held by the Transferor.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor may surrender the Base Certificate to the Trustee in exchange for a newly issued Base Certificate and one or more additional certificates (each, a “Supplemental Certificate”), the terms of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(a) to the extent that it amends at any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and
(ii) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion dated time after the date of such exchange (or transfer or exchange as provided in the next sentence)its initial issuance, with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (i) and (ii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver delivery to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of a Tax Opinion dated as of the Trust registering date of such uncertificated interest in transfer or exchange, as the Transferor’s Interest. If the recorded owner of any case may be, with respect to such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplementtransfer or exchange.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (First National Bank of Atlanta)
New Issuances. (a) The Pursuant to one or more Indenture Supplements, the Transferor may from time to time direct the Owner Trustee in writing, on behalf of the Issuer, to authenticate issue one or more new Series of Investor CertificatesNotes (each, a "New Issuance"). The Investor Certificates Notes of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement Master Indenture without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement Master Indenture and the applicable Indenture Supplement except, with respect to any Series or Class, as provided in the related Indenture Supplement. Interest on and principal of the Notes of each outstanding Series shall be paid on each Distribution Date as specified in the Indenture Supplement relating to such outstanding Series.
(b) On or before the Series Issuance Date relating to any new SeriesSeries of Notes, the parties hereto will execute and deliver a an Indenture Supplement which will specify the Principal Terms of such new Series. The terms of such Indenture Supplement may modify or amend the terms of this Agreement Master Indenture solely as applied to such new Series. The obligation of the Owner Trustee to execute, on behalf of the Issuer, the Notes of any Series and of the Indenture Trustee to authenticate the Investor Certificates of such new Series Notes and to execute and deliver the related Indenture Supplement (other than any Series issued pursuant to an Indenture Supplement dated as of April 1, 2002) is subject to the satisfaction of the following conditions:
(i) on or before the fifth Business Day day immediately preceding the Series Issuance Date, the Transferor shall have given the TrusteeTrustees, the Servicer, Servicer and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement notice (unless such notice requirement is otherwise waived) of such issuance and the Series Issuance Date;
(ii) the Transferor shall have delivered to the Trustee the Trustees any related Indenture Supplement, in form satisfactory to the Owner Trustee (as such and in its individual capacity) and the Indenture Trustee, executed by each party hereto other than the Trusteeparties thereto;
(iii) the Transferor shall have delivered to the Trustee Trustees any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee;
(iv) the Transferor shall have received written notice from delivered to the Trustees (with a copy to each Rating Agency that such issuance will not have Agency) a Ratings Effect and shall have delivered copies of each such written notice to Tax Opinion, dated the Servicer and the TrusteeSeries Issuance Date;
(v) the Rating Agency Condition shall have been satisfied with respect to such issuance;
(vi) such issuance will not result in any Adverse Effect and the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement Trustees an Officer’s Certificate of the Transferor's Certificate, dated the Series Issuance Date, to the effect that (A) the Transferor reasonably believes that such issuance will not, based on the facts known to such officer at the time of such certification, then cause a Pay Out Event or any event thatresult in an Adverse Effect, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Series;
and (viB) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion, dated the Series Issuance Date, with respect all conditions precedent to such issuanceexecution, authentication, and delivery have been satisfied; and
(vii) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage of the total aggregate amount of Principal ReceivablesReceivables shall be greater than the Required Minimum Principal Balance and the Transferor Interest shall be greater than the Required Transferor Interest, in each case as of the Series Issuance Date, Date and after giving effect to such issuance. In addition, Any Note held by the Transferor agrees to provide notice at any time after the date of new issuances of Series of Investor Certificates as its initial issuance may be required by transferred or exchanged only upon the delivery to the Trust and in accordance the Indenture Trustee of a Tax Opinion dated as of the date of such transfer or exchange, as the case may be, with Item 1121(a)(14respect to such transfer or exchange.
(c) of Regulation AB. Upon satisfaction of the above conditions, pursuant to Section 2.03, the Owner Trustee, on behalf of the Issuer, shall execute and the Indenture Trustee shall execute authenticate and deliver the Supplement and authenticate the Investor Certificates Notes of such Series as provided in this Master Indenture and the applicable Indenture Supplement. Notwithstanding the provisions of this Section, prior to the execution of any Indenture Supplement (other than an Indenture Supplement dated as of April 1, 2002), the Indenture Trustee and Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution thereof of such Indenture Supplement is authorized or permitted by this Master Indenture and any Indenture Supplement related to any outstanding Series. The Indenture Trustee and Owner Trustee may, but shall not be obligated to, enter into any such Indenture Supplement which adversely affects the TransferorIndenture Trustee's or Owner Trustee's (as such or in its individual capacity) own rights, duties, benefits, protections, privileges or immunities under this Master Indenture.
(cd) If The Issuer may direct the Transferor elects Indenture Trustee to have all or a portion of its interest deposit the net proceeds from any New Issuance in the Transferor’s Interest evidenced by Special Funding Account. The Issuer may also specify that on any Transfer Date the Base Certificate as provided in Section 6.01 hereof, then proceeds from the Transferor may surrender the Base Certificate to the Trustee in exchange for a newly issued Base Certificate and one or more additional certificates (each, a “Supplemental Certificate”), the terms sale of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(a) to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and
(ii) the Transferor shall have delivered to the Trustee, each Rating Agency and any new Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion dated the date of such exchange (or transfer or exchange as provided in the next sentence), with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of withdrawn from the conditions set forth in clauses (i) Special Funding Account and (ii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplementtreated as Shared Principal Collections.
Appears in 1 contract
Samples: Master Indenture (Nordstrom Inc)
New Issuances. (a) The Transferor Pursuant to one or more Indenture Supplements, the Issuer may from time to time direct the Trustee to authenticate issue one or more new Series of Investor CertificatesNotes (a “New Issuance”). The Investor Certificates Notes of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement Indenture without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement Indenture and the applicable Indenture Supplement except, with respect to any Series or Class, as provided in the related Indenture Supplement. Interest on the Notes of all outstanding Series shall be paid on each Distribution Date as specified in the Indenture Supplement relating to such outstanding Series. Principal of the Notes of each outstanding Series shall be paid as specified in the Indenture Supplement relating to such outstanding Series. An overcollateralization interest may also be issued in connection with any such New Issuance.
(b) On or before the Series Issuance Date relating to any new SeriesSeries of Notes, the parties hereto will execute and deliver a an Indenture Supplement which will specify the Principal Terms of such new Series. The terms of such Indenture Supplement may modify or amend the terms of this Agreement Indenture solely as applied to such new Series. The obligation of the Owner Trustee to execute, on behalf of the Issuer, the Notes of any Series and of the Indenture Trustee or an authenticating agent on its behalf to authenticate the Investor Certificates of such new Series Notes and to execute and deliver the related Indenture Supplement (other than any Series issued pursuant to an Indenture Supplement dated of even date herewith) is subject to the satisfaction of the following conditions:
(i) on or before the fifth Business Day immediately preceding the Series Issuance Date, Date the Transferor Issuer shall have given the Owner Trustee, the Indenture Trustee, the Note Administrator, the Servicer, the O/C Holder, the Transferor and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement notice (unless such notice requirement is otherwise waived) of such issuance and the Series Issuance Date;
(ii) the Transferor Issuer shall have delivered to the Owner Trustee, the Note Administrator and the Indenture Trustee the any related Indenture Supplement, in form satisfactory to the Owner Trustee (as such and in its individual capacity), the Note Administrator and the Indenture Trustee, executed by each party hereto other than the Trusteeparty;
(iii) the Transferor Issuer shall have delivered to the Owner Trustee, the Note Administrator and the Indenture Trustee any related Enhancement Agreement executed by each the provider of the credit enhancement and the other parties thereto, other than the Trustee;
(iv) the Transferor Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trusteeissuance;
(v) such issuance will not result in any Adverse Effect and the Transferor O/C Holder shall have delivered to the Owner Trustee, the Note Administrator and the Indenture Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the TransferorCertificate, dated the Series Issuance Date, Date to the effect that (i) the Transferor O/C Holder reasonably believes that such issuance will not, based on the facts known to such officer at the time of such certification, then cause a Pay Out Event or any event thathave an Adverse Effect, after the giving of notice or the lapse of timeand (ii) all conditions precedent to such execution, would constitute a Pay Out Event to occur with respect to any Series;authentication, and delivery have been satisfied; and
(vi) the Transferor there shall have been delivered to the Owner Trustee, the Note Administrator and the Indenture Trustee (with a copy to each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement Agency) a Tax Opinion, dated the Series Issuance Date, Date with respect to such issuance; and
(vii) . Any Note held by the Transferor shall have delivered to the Trustee and at any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage of the total amount of Principal Receivables, in each case as of the Series Issuance Date, and time after giving effect to such issuance. In addition, the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate the Investor Certificates of such Series upon execution thereof by the Transferor.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor may surrender the Base Certificate to the Trustee in exchange for a newly issued Base Certificate and one or more additional certificates (each, a “Supplemental Certificate”), the terms of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(a) to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and
(ii) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion dated the date of such exchange (or transfer or exchange as provided in the next sentence), with respect thereto. Any Supplemental Certificate its initial issuance may be transferred or exchanged only upon the delivery to the Owner Trustee, the Note Administrator and the Indenture Trustee of a Tax Opinion dated as of the date of such transfer or exchange, as the case may be, with respect to such transfer or exchange. Upon satisfaction of the above conditions set forth (with respect to which the Owner Trustee, the Indenture Trustee and the Note Administrator may rely on a certificate of the Administrator or the O/C Holder), pursuant to Section 2.03, the Owner Trustee, on behalf of the Issuer, shall execute and the Indenture Trustee shall authenticate and deliver the Notes of such Series as provided in clauses (i) this Indenture and (ii) abovethe applicable Indenture Supplement. Notwithstanding anything in the provisions of this Agreement Section 2.11, prior to the contrary and subject to execution of any Indenture Supplement (other than any Indenture Supplement dated of even date herewith), the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Indenture Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued Note Administrator and the Owner Trustee shall make be entitled to receive and rely upon an Opinion of Counsel stating that the appropriate entry in execution of such Indenture Supplement is authorized or permitted by this Indenture and any Indenture Supplement related to any outstanding Series. The Indenture Trustee, the books Note Administrator and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of Owner Trustee may, but shall not be obligated to, enter into any such uncertificated interest elects to have Indenture Supplement which adversely affects the Indenture Trustee’s, the Note Administrator’s or the Owner Trustee’s (as such or in its interest in the Transferor’s Interest be evidenced by a certificateindividual capacity) own rights, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplementduties, benefits, protections, privileges or immunities under this Indenture.
Appears in 1 contract
Samples: Master Indenture (Compucredit Corp)
New Issuances. (a) The Transferor Seller may from time to time direct the Trustee Trustee, on behalf of the Trust, to authenticate issue one or more new Series of Investor CertificatesCertificates pursuant to a Supplement. The Investor Certificates of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement.
(b) On or before the Series Issuance Date relating to any new Series, the parties hereto will execute and deliver a Supplement which will specify the Principal Terms of such new Series. The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. The obligation of the Trustee to authenticate issue the Investor Certificates of such new Series and to execute and deliver the related Supplement is subject to the satisfaction of the following conditions:
(i) on or before the fifth 30th Business Day immediately preceding the Series Issuance Date, the Transferor Seller shall have given the Trustee, the Servicer, each Master Servicer and each Rating Agency and rating any Series Enhancer entitled thereto pursuant to the relevant Supplement of Certificates written notice of such proposed issuance and the Series Issuance Date;
(ii) the Transferor Seller shall have delivered to the Trustee the related Supplement, in form and substance satisfactory to the Trustee, executed by each party hereto other than the Trustee;
(iii) each Rating Agency rating any Series of Certificates shall have notified the Transferor Seller and the Trustee in writing that such issuance will not result in a reduction or withdrawal of the rating of any outstanding Series or Class with respect to which it acts as a Rating Agency;
(iv) such issuance will not result in the occurrence of a Significant Event, a Potential Significant Event, a Series Significant Event with respect to any Series, or any event that, with the giving of notice or lapse of time or both, would constitute such a Series Significant Event, and the Seller shall have delivered to the Trustee any related Enhancement Agreement executed by each of an Officer's Certificate, dated the parties theretoSeries Issuance Date (upon which the Trustee may conclusively rely), other than to the Trustee;
(iv) the Transferor shall have received written notice from each Rating Agency effect that such issuance will not have a Ratings Effect result in the occurrence of any such Significant Event, Potential Significant Event, Series Significant Event or other event and shall have delivered copies will not result in the occurrence of each any such written notice to Significant Event, Potential Significant Event, Series Significant Event or other event at any time in the Servicer and the Trusteefuture;
(v) the Transferor Seller shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate Opinion of the Transferor, dated the Series Issuance Date, Counsel to the effect that the Transferor reasonably believes that such issuance will not, based on of the facts known to such officer at the time Certificates of such certificationSeries (A) has been, then cause a Pay Out Event or need not be, registered under the Act and will not result in the requirement that any event thatother Series of Investor Certificates not registered under the Act be so registered (unless the Seller has elected, after in its sole discretion and at its sole expense, to register such Certificates), and (B) will not result in the giving of notice Trust becoming subject to registration as an investment company under the Investment Company Act and (C) will not require this Agreement or the lapse related Supplement to be qualified under the Trust Indenture Act of time1939, would constitute a Pay Out Event to occur with respect to any Seriesas amended;
(vi) the Transferor Seller shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement Trustee a Tax Opinion, dated the Series Issuance Date, with respect to such issuance; and;
(vii) the Transferor Seller shall have satisfied such other conditions to the issuance of any new Series as may be specified in any Supplement; and
(viii) the Seller shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate copies of the TransferorInvestor Letters (or any applicable certificate purchase agreement containing similar representations, dated warranties and undertakings as those set forth in the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage of the total amount of Principal ReceivablesInvestor Letters), in each case as of the Series Issuance Datecase, and after giving effect to such issuance. In addition, the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required executed by and in accordance with Item 1121(a)(14) of Regulation ABeach Certificateholder. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and, upon receipt of, and in accordance with the terms of, a Seller Order to do so, shall execute, authenticate and deliver the Investor Certificates to the Persons specified in such Order against receipt of such Series upon execution thereof payment by the Transferor.
(c) If Trustee, for the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor may surrender the Base Certificate to the Trustee in exchange for a newly issued Base Certificate and one or more additional certificates (each, a “Supplemental Certificate”), the terms of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(a) to the extent that it amends any benefit of the terms of this Agreement)Trust, to be delivered to or upon the order of the Transferor purchase price (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereofSeller, as provided belowthe Series Receivables for such Series) for such Certificates. Notwithstanding the provisions of this Section 6.09(b), prior to the execution of any Supplement, the Trustee shall be entitled to receive and rely upon satisfaction an Opinion of Counsel stating that the execution of such Supplement is authorized or permitted by this Agreement and any Supplement related to any outstanding Series. The Trustee may, but shall not be obligated to, enter into any such Supplement which affects the Trustee's own rights, duties or immunities under this Agreement. Notwithstanding anything contained herein or in any Supplement to the contrary, no Investor Certificates may be issued to (u) any Foreign Person, (v) any Pass-Through Entity, (w) any Person that is, or is required to be (regardless of whether it in fact is), a registered "investment company" under the Investment Company Act or is excluded from the definition of "investment company" under the Investment Company Act pursuant to Section 3(c)(1) or Section 3(c)(7) thereof to the extent that such Person would beneficially own, at the time of (and after giving to) such transfer, 10% or more of either (1) the Aggregate Principal Balance of the following conditions:
Certificates of any Series outstanding at such time or (2) the Aggregate Principal Balance of all Certificates of all Series outstanding at such time, (x) any other Person which for purposes of the Investment Company Act (i) was formed for the Transferor shall have received written notice from each Rating Agency that such exchange (purpose of investing in the Certificates or transfer would otherwise be treated as more than one Person for purposes of determining the number of owners of the Certificates issued by the Trust or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and
(ii) would cause the Transferor number of beneficial owners of the securities issued by the Trust (other than short term paper) to exceed 100, (y) any Person in respect of which the purchase or holding thereof would constitute a "prohibited transaction" under ERISA or Section 4975 of the Internal Revenue Code, or would cause the assets of the Trust to be deemed to be assets of any "Employee Benefit Plan" for purposes of ERISA or to be assets of a "Plan" for purposes of Section 4975 of the Internal Revenue Code or (z) any Person if such issuance to such Person would cause the Trust to have more than 85 beneficial owners (other than the Seller, the Company or any Affiliate of either of the foregoing) of the Certificates issued by the Trust (after application of applicable ownership and anti-avoidance rules under Section 7704 of the Internal Revenue Code and the United States Treasury Department regulations thereunder or would cause the Trust (or any portion thereof) to be classified as a publicly traded partnership for federal income tax purposes (and, in each of the cases in clauses (u), (v), (w), (x) (other than subclause (ii) thereof, and (y), each prospective purchaser shall be required to represent and warrant that it is not such a Person prior to the issuance of any such Certificate to it and to the extent any such representation and warranty is incorrect such issuance shall be rescinded and deemed not to have occurred); provided that the Trustee shall have delivered no duty to perform any independent investigation with respect to any representation or warranty by a prospective purchaser as to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion dated the date of such exchange (or transfer or exchange as provided in the next sentence), with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions matters set forth in clauses (iu), (v), (w), (x) and (other than subclause (ii) above. Notwithstanding anything in this Agreement to the contrary thereof, and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplementy).
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Wentworth J G & Co Inc)
New Issuances. (a1) The Transferor may Pursuant to one or more Supplemental Indentures executed after the execution and delivery of the initial Supplemental Indenture and only to the extent permitted by the terms of this Indenture, the Issuer from time to time may direct the Trustee Indenture Trustee, on behalf of the Issuer, to authenticate and deliver one or more new Series of Investor CertificatesBonds. The Investor Certificates Bonds of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement Indenture without preference, priority or distinction, all in accordance with distinction under the terms and provisions of this Agreement Indenture and the applicable Supplement Supplemental Indenture except, with respect to any Series or Class, as provided in such Supplemental Inden ture. Principal, premium and interest on the Bonds of each outstanding Series shall be paid as specified in the related SupplementSupplemental Indenture.
(b2) On or before the Series Issuance Date relating to issuance date of any new SeriesSeries of Bonds, the parties hereto will Issuer and the Indenture Trustee shall execute and deliver a Supplement which Supplemental Indenture that will specify the Principal Terms principal terms of that Series and its constituent Classes. Any such new SeriesSupplemental Indenture may, but shall not be required to, specify the principal terms of up to two separate Series of Bonds to be issued on the same date. The terms of such Supplement Supplemental Indenture may modify or amend the terms of this Agreement Indenture solely as applied to such new Series. The Other than any such Series issued pursuant to a Supplemental Indenture dated as of the date hereof, the obligation of the Indenture Trustee to authenticate and deliver the Investor Certificates Bonds of such new any Series and to execute and deliver the related Supplement Supplemental Indenture is subject to the satisfaction of the following conditions:
(i1) on or before the fifth tenth Business Day immediately preceding the Series Issuance Dateissuance date of the new Series, the Transferor Issuer shall have given the Indenture Trustee, any provider of Credit Enhancement (which does not include holders of subordinate securities) and the Servicer, each Rating Agency applicable Master Servicer or the applicable Special Servicer (but only if it is not SFI or an Affiliate) written notice of the issuance of such Series and the issuance date thereof. Such notice shall state the designation of such Series (and any Classes within such Series) and (A) the anticipated initial principal amount of each Class of Bonds in such Series, (B) the approximate interest rates of each Class of Bonds in such Series, in the case of a Fixed Rate Series, or the method of calculating the rates, in the case of a Floating Rate Series Enhancer entitled thereto pursuant to and (C) if applicable, the relevant Supplement notice provider of any Credit Enhancement for any Classes in such issuance and the Series Issuance DateSeries;
(ii2) the Transferor Issuer shall have executed and delivered to the Indenture Trustee the related Supplemental Indenture, in a form reasonably satisfactory to the Indenture Trustee and specifying the principal terms of the Bonds of such new Series;
(3) the Issuer shall have delivered to the Indenture Trustee (A) notice of the form of any Credit Enhancement and (B) any related Supplement, in form satisfactory to the Trustee, Credit Enhancement Agreement executed by each party hereto other than the TrusteeIssuer and the provider of the Credit Enhancement;
(iii4) the Transferor each Rating Agency shall have delivered to the Trustee Issuer, the Master Servicer for each outstanding Series, the Special Servicer for each outstanding Series, the Indenture Trustee, and any related provider of Credit Enhancement Agreement executed by for each of the parties thereto, other than the Trusteeoutstanding Series Rating Agency Confirmation with respect to each outstanding Series;
(iv5) the Transferor shall have received written notice from each Rating Agency that such issuance of the new Series will not have a Ratings Effect and shall have delivered copies result in the occurrence of each such written notice an Indenture Event of Default with respect to the Servicer any then outstanding Series, and the Trustee;
(v) the Transferor Issuer shall have delivered to the Indenture Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate officer's certificate of the Transferor, Issuer dated the issuance date of the new Series Issuance Date, (upon which the Indenture Trustee shall conclusively rely) to the effect that the Transferor Issuer reasonably believes that such issuance will not, based on not result in the facts known to such officer at the time occurrence of such certification, then cause a Pay Out an Indenture Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur Default with respect to any then outstanding Series;
(vi6) the Transferor principal balance of the Issuer Assets newly pledged as Collateral simultaneously with the issuance of the new Series shall be equal to or exceed the principal amount of such newly-issued Series;
(7) the Issuer shall have delivered to the Trustee, each Rating Agency Indenture Trustee and any Series Enhancer entitled thereto pursuant provider of Credit Enhancement an Opinion of Counsel to the relevant Supplement effect that the issuance of the new Series: (A) has been duly authorized, executed and delivered, and the Issuer is duly organized and in good standing under the laws of the jurisdiction of its organization and is in good standing in any jurisdiction where it is required to be qualified at the time such Series is issued and that the Issuer has the power and authority to execute and deliver the Supplemental Indenture and this Indenture and to issue the Series at the time such Series is issued, (B) will not result in the requirement that any outstanding Bonds not registered under the Securities Act be so registered, (C) will not result in the Issuer being required to be registered as an investment company under the Investment Company Act of 1940 and (D) will not require this Indenture or the related Supplemental Indenture to be qualified under the Trust Indenture Act of 1939;
(8) the Issuer shall have delivered to the Indenture Trustee a Tax Opinion, dated the Series Issuance Dateissuance date of the new Series, with respect to such issuance; and;
(viii) the Transferor Issuer shall have delivered to the Indenture Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s 's Certificate of the TransferorSFI, dated the Series Issuance Date issuance date of the new Series, to the effect that (A) the Transferor’s Participation Amount Transaction Documents are in full force and effect and (excluding B) the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage principal balance of the total Issuer Assets pledged as Collateral in connection with the issuance of the new Series is equal to or exceeds the principal amount of Principal Receivablessuch newly-issued Series;
(ii) if applicable, in each case as the Bonds representing a Series to be exchanged shall be delivered to the Indenture Trustee for cancellation;
(iii) no other Series shall have been issued within six months prior to the date of issuance of the Series Issuance Date, and after giving effect to such issuance. In addition, the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14Series.
(3) of Regulation AB. Upon satisfaction of the above conditionsconditions to issuance, the Issuer shall execute and the Indenture Trustee shall execute authenticate and deliver the Supplement and authenticate Bonds of the Investor Certificates of such new Series upon execution thereof by the Transferor.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereofthis Indenture and the applicable Supplemental Indenture. Notwithstanding the provisions of this Section, then the Transferor may surrender the Base Certificate prior to the Trustee in exchange for a newly issued Base Certificate and one or more additional certificates (each, a “execution of any Supplemental Certificate”)Indenture, the terms of which Indenture Trustee shall be defined in a Supplement (which Supplement shall be subject entitled to Section 13.01(a) to receive and rely upon an Opinion of Counsel stating that the extent that it amends any execution of the terms of such Supplemental Indenture is authorized or permitted by this Agreement), to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and
(ii) the Transferor shall have delivered to the Trustee, each Rating Agency Indenture and any Series Enhancer entitled thereto pursuant Supplemental Indenture relating to the relevant Supplement a Tax Opinion dated the date of such exchange (or transfer or exchange as provided in the next sentence)any then outstanding Series. The Indenture Trustee may, with respect thereto. Any Supplemental Certificate may but shall not be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (i) and (ii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplementobligated to, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation enter into any Supplemental Certificate previously issued and Indenture that adversely affects the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificateIndenture Trustee's own rights, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplementduties or immunities under this Indenture.
Appears in 1 contract
Samples: Indenture (Istar Financial Inc)
New Issuances. (a) The Pursuant to one or more Indenture Supplements, the Transferor may from time to time direct the Trustee Owner Trustee, on behalf of the Issuer, to authenticate issue one or more new Series of Investor CertificatesNotes (each such issuance a "New Issuance"). The Investor Certificates Notes of all outstanding Series shall will be equally and ratably entitled as provided herein to the benefits of this Agreement Indenture without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement Indenture and the applicable related Indenture Supplement except, with respect to any Series or Class, as provided in the related Indenture Supplement. Interest on and principal of the Notes of each outstanding Series will be paid as specified in or pursuant to the related Indenture Supplement.
(b) On or before the Series Issuance Date relating to any new SeriesSeries of Notes, the parties hereto will execute and deliver a an Indenture Supplement which will specify the Principal Terms of such new Series. The terms of such Indenture Supplement may modify or amend the terms of this Agreement Indenture solely as applied to such new Series. The obligation of the Indenture Trustee to authenticate and deliver the Investor Certificates Notes of such any new Series (other than any Series issued pursuant to an Indenture Supplement dated as of the date hereof) and to execute and deliver the related Indenture Supplement is will be subject to the satisfaction of the following conditions:
(i) on or before the fifth Business Day second day immediately preceding the Series Issuance DateDate for such Series, the Transferor shall have has given the Owner Trustee, the ServicerIndenture Trustee, the Servicer and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement written notice (unless such notice requirement is otherwise waived) of such issuance and the such Series Issuance Date;
(ii) the Transferor shall have has delivered to the Owner Trustee and the Indenture Trustee the related Indenture Supplement, in form satisfactory to the Indenture Trustee, executed by each party hereto (other than the Indenture Trustee);
(iii) the Transferor shall have has delivered to the Indenture Trustee any related Series Enhancement Agreement executed by each of the parties thereto, thereto (other than the Indenture Trustee);
(iv) the Transferor shall have received written notice from each Rating Agency that such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee;
(v) the Transferor shall have has delivered to the Indenture Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor's Certificate, dated the such Series Issuance Date, to the effect that the Transferor reasonably believes that as of such Series Issuance Date no Event of Default or Early Amortization Event has occurred and is continuing for any Series and such issuance will not, based on the facts known to such officer at the time not have a Significant Adverse Effect and will not cause any Event of such certification, then cause a Pay Out Event Default or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Early Amortization Event to occur with respect to any outstanding Series;
(viv) the Transferor shall have has delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement Indenture Trustee a Required Federal Income Tax Opinion, dated the such Series Issuance Date, with respect to such issuance;
(vi) after giving effect to such issuance, the sum of the Pool Balance and the amounts on deposit in the Excess Funding Account (determined after giving effect to the transfer of any Principal Receivables to the Issuer in connection with such issuance) exceeds the Required Participation Amount; and
(vii) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage of the total amount of Principal Receivables, in each case as of the Rating Agency Condition is satisfied on such Series Issuance Date.
(c) Any Indenture Supplement providing for the issuance of subclasses of Notes within the related Series may specify, and after giving effect in addition to the conditions hereunder applicable to each such issuance. In additionsubclass, other conditions for the Transferor agrees to provide notice issuance of new issuances such subclasses, which conditions will be consistent with the conditions for the issuance of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14the related Series.
(d) of Regulation AB. Upon satisfaction of the above conditions, pursuant to Section 2.03, the Owner Trustee, on behalf of the Issuer, will execute and the Indenture Trustee shall execute will authenticate and deliver the Supplement and authenticate the Investor Certificates Notes of such Series upon execution thereof by the Transferor.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor may surrender the Base Certificate to the Trustee in exchange for a newly issued Base Certificate and one or more additional certificates (each, a “Supplemental Certificate”), the terms of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(a) to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer Indenture and the Trustee; and
(ii) the Transferor shall have delivered to the Trusteerelated Indenture Supplement. The Indenture Trustee may, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion dated the date of such exchange (or transfer or exchange as provided in the next sentence)but is not obligated to, with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (i) and (ii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of enter into any such uncertificated interest elects to have its interest in Indenture Supplement that adversely affects the Transferor’s Interest be evidenced by a certificateIndenture Trustee's own rights, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplementduties or immunities under this Indenture.
Appears in 1 contract
New Issuances. (a) The Transferor may from time to time direct Trustee, on behalf of the Trustee Trust, to authenticate one or more new Series of Investor Certificates. The Investor Certificates of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement.
(b) On or before the Series Issuance Closing Date relating to for any new Series, the parties hereto will execute and deliver a Supplement which will specify specifying the Principal Terms of such the new Series. The terms of such Such Supplement may modify or amend the terms of this Agreement solely as applied to such the new Series. The obligation Series and may grant the Holders of the Trustee Investor Certificates in that Series, or an agent or other representative of such Holders, notice and consultation rights with respect to any rights or actions of Trustee. Trustee's obligation to authenticate the Investor Certificates of such a new Series and to execute and deliver the related Supplement is subject to the satisfaction of the following conditions:conditions (except that the conditions set forth in CLAUSES (i), (iii), (iv) and (v) shall not be applicable to the issuance of the first Series):
(i) on or before the fifth Business Day immediately preceding the Series Issuance Closing Date, the Transferor shall have given the Trustee, the Servicer, each Rating Agency and any Series Enhancer Enhancement Provider entitled thereto pursuant to the relevant Supplement notice of such issuance and the Series Issuance Closing Date;
(ii) the Transferor shall have delivered to the Trustee the related Supplement, in form satisfactory to the Trustee, executed by each party hereto other than the Trustee;
(iii) the Transferor shall have delivered to the Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee;
(iv) the Transferor Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trusteeissuance;
(v) the Transferor shall have delivered to the Trustee and any Series Enhancer Enhancement Provider entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor's Certificate, dated the Series Issuance applicable Closing Date, to the effect that the Transferor reasonably believes that such issuance will not, based on the facts known to such officer at the time of such certification, then or thereafter cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out an Early Amortization Event to occur with respect to any Series;
(vi) the Transferor shall have delivered to the Trustee, Trustee and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion, dated the Series Issuance Closing Date, with respect to such issuance; and
(vii) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s 's Certificate of stating that (A) the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Participation Transferor Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage of Minimum Transferor Amount and (B) the total amount of aggregate Principal ReceivablesReceivables plus the Excess Funding Account balance shall not be less than the Required Principal Balance, in each case as of the Series Issuance Date, Closing Date and after giving effect to such issuance. In addition, the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate the Investor Certificates of such Series upon execution thereof by the Transferor.
(c) If the Transferor elects may from time to have all or time transfer a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor may surrender Interest by causing the Base Certificate to the Trustee in exchange for a newly issued Base Certificate and issuance of one or more additional certificates interests (each, each a “Supplemental Certificate”"SUPPLEMENTAL INTEREST"), the which may be in certificated or uncertificated form. The form and terms of which any Supplemental Interest shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(aSECTION 13.1(a) to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental CertificateInterest, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trusteeaction; and
(ii) the Transferor shall have delivered to the Trustee, Trustee and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion Opinion, dated the date of such exchange action (or transfer transfer, exchange or exchange other disposition as provided in the next sentencebelow), with respect theretothereto and an Opinion of Counsel to the effect that such action, assignment, participation, pledge or other disposition does not require registration of the interest under the Securities Act or any state securities law except for any such registration that has been duly completed and become effective. Any Supplemental Certificate Interest may be transferred or exchanged exchanged, and the Transferor Interest may be pledged, only upon satisfaction of the conditions set forth in clauses CLAUSE (ii).
(d) The Transferor Interest may be transferred in its entirety to a Person which is a member of the "affiliated group" as defined in Section 1504(a) of the Code which WFN is a member without the consent or approval of the Holders of the Investor Certificates, provided that (i) and the Rating Agency Condition shall have been satisfied with respect to such transfer, (ii) above. Notwithstanding anything in this Agreement Transferor shall have delivered to the contrary Trustee and subject to the related Supplement, any Holder each Rating Agency Opinions of a Supplemental Certificate that is an Affiliate Counsel of the type described in SECTION 6.3(c)(ii), dated the date of such transfer, with respect thereto and (iii) Transferor may elect at shall have delivered to Trustee an Officer's Certificate stating that the Transferor Amount shall not be less than the Minimum Transferor Amount. In connection with any timesuch transfer, the Person to whom the Transferor Interest is transferred will, by written notice to the Trustee, to have its acquisition and holding of its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificatedTransferor Interest, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records assume all of the Trust registering such uncertificated interest rights and obligations of Transferor as described in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form this Agreement and in any Supplement or amendment thereto (including the form provided in right under this PARAGRAPH (d) with respect to subsequent transfers the related SupplementTransferor Interest).
Appears in 1 contract
Samples: Pooling and Servicing Agreement (World Financial Network Credit Card Master Trust)
New Issuances. (a) The Transferor Seller may from time to time direct the Trustee Trustee, on behalf of the Trust, to authenticate issue one or more new Series of Investor Certificates. The Investor Certificates of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement.
(b) On or before the Series series Issuance Date relating to any new Series, the parties hereto will execute and deliver a Supplement which will specify the Principal Terms of such new Series. The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. The obligation of the Trustee to authenticate issue the Investor Certificates of such new Series and to execute and deliver the related Supplement is subject to the satisfaction of the following conditions:
(i) on or before the fifth Business Day immediately preceding the Series Issuance Date, the Transferor Seller shall have given the Trustee, the Servicer, each Rating Agency Agency, any Agent and any Series Enhancer entitled thereto pursuant to the relevant Supplement Enhancement Provider notice of such issuance and the Series Issuance Date;
(ii) the Transferor Seller shall have delivered to the Trustee the related Supplement, in form satisfactory to the Trustee, executed by each party hereto other than the Trustee;
(iii) the Transferor Seller shall have delivered to the Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee;
(iv) the Transferor Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trusteeissuance;
(v) such issuance will not result in the Transferor occurrence of an Early Amortization Event and the Seller shall have delivered to the Trustee Trustee, any Agent and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate Enhancement Provider a certificate of the Transferora Vice President or more senior officer, dated the Series Issuance Date, to the effect that the Transferor Seller reasonably believes that such issuance will not, based on not result in the facts known occurrence of an Early Amortization Event and is not reasonably expected to such officer result in the occurrence of an Early Amortization Event at any time in the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Seriesfuture;
(vi) the Transferor Seller shall have delivered to the Trustee, each Rating Agency Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement Enhancement Provider a Tax Opinion, dated the Series Issuance Date, with respect to such issuance; and;
(vii) the Transferor shall have delivered to result obtained by multiplying (x) the Trustee and any Series Enhancer entitled thereto pursuant to Seller's Participation Amount by (y) the relevant Supplement an Officer’s Certificate percentage equivalent of the Transferor, dated portion of the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest Seller's Interest represented by any Supplemental the CARCO Certificate) , shall not be less than the Specified Percentage 2% of the total amount of Principal ReceivablesPool Balance, in each case as of the Series Issuance Date, and after giving effect to such issuance. In addition; and
(viii) if such Series pursuant to Section 4.03(e)(i) is to be allocated Collections with respect to the Collection Period in which the Series Cut-Off Date falls, the Transferor agrees Pool Balance on the first day of such Collection Period (after giving effect to provide notice any Accounts added to the Trust on or prior to the Series Issuance Date) shall equal or exceed the Required Participation Amount on the first day of new issuances such Collection Period (after giving effect to each Series (including such Series) theretofore issued which are to be allocated Collections with respect to such Collection Period) and the Seller shall have delivered to the Trustee, any Agent and any Enhancement Provider a certificate of a Vice President or more senior officer, dated the Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation ABIssuance Date, to such effect. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate issue to the Seller the Investor Certificates of such Series upon for execution thereof by and redelivery to the TransferorTrustee for authentication. With respect to any Enhancement that consists of an interest rate swap or any other swap or derivative instrument (each, a "derivative instrument"), such derivative instrument shall be entered into at the time of issuance of the related series of Investor Certificates, at the time of issuance shall not have a notional amount in excess of the principal amount of the related Investor Certificates and is not thereafter expected to exceed such principal amount, shall not require the Trust to make discretionary decisions (other than decisions relating to the servicing of the Receivables) and shall have characteristics that relate to and are intended to hedge (partly or fully) against some risk or risks related to such Investor Certificates or the Receivables or Eligible Investments.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor The Seller may surrender the Base CARCO Certificate to the Trustee in exchange for a newly issued Base CARCO Certificate and one or more additional certificates a second certificate (each, a “"Supplemental Certificate”"), the terms of which shall be defined in a Supplement supplement to this Agreement (which Supplement supplement shall be subject to Section 13.01(a) 13.01 to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor Seller (or the Holder holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor result obtained by multiplying (x) the Seller's Participation Amount by (y) the percentage equivalent of the portion of the Seller's Interest represented by the CARCO Certificate, shall not be less than 2% of the Pool Balance, in each case as of the date of, and after giving effect to, such exchange;
(ii) the Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee); and
(iiiii) the Transferor Seller shall have delivered to the Trustee, each Rating Agency any Agent and any Series Enhancer entitled thereto pursuant to the relevant Supplement Enhancement Provider a Tax Opinion Opinion, dated the date of such exchange (or transfer or exchange as provided in the next sentencebelow), with respect thereto. The CARCO Certificate will at all times be beneficially owned by the Seller. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (iii) and (iiiii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Daimlerchrysler Wholesale Receivables LLC)
New Issuances. (a) The Pursuant to one or more Indenture Supplements, the Transferor may from time to time direct the Owner Trustee in writing, on behalf of the Issuer, to authenticate issue one or more new Series of Investor CertificatesNotes (a "NEW ISSUANCE"). The Investor Certificates Notes of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement Indenture without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement Indenture and the applicable Indenture Supplement except, with respect to any Series or Class, as provided in the related Indenture Supplement. Interest on the Notes of all outstanding Series shall be paid on each Distribution Date as specified in the Indenture Supplement relating to such outstanding Series. Principal of the Notes of each outstanding Series shall be paid as specified in the Indenture Supplement relating to such outstanding Series.
(b) On or before the Series Issuance Date relating to any new SeriesSeries of Notes, the parties hereto will execute and deliver a an Indenture Supplement which will specify the Principal Terms of such new Series. The terms of such Indenture Supplement may modify or amend the terms of this Agreement Indenture solely as applied to such new Series. The obligation of the Owner Trustee to execute, on behalf of the Issuer, the Notes of any Series and of the Indenture Trustee to authenticate the Investor Certificates of such new Series Notes and to execute and deliver the related Indenture Supplement (other than any Series issued pursuant to an Indenture Supplement dated as of April 7, 2000) is subject to the satisfaction of the following conditions:
(i) on or before the fifth Business Day day immediately preceding the Series Issuance Date, Date the Transferor shall have given the Owner Trustee, the ServicerIndenture Trustee, the Servicer and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement notice (unless such notice requirement is otherwise waived) of such issuance and the Series Issuance Date;
(ii) the Transferor shall have delivered to the Owner Trustee and the Indenture Trustee any related Indenture Supplement, in form satisfactory to the Owner Trustee (as such and in its individual capacity) and the Indenture Trustee, executed by each party hereto (other than the Indenture Trustee);
(iii) the Transferor shall have delivered to the Owner Trustee and the Indenture Trustee any related Enhancement Agreement executed by each the provider of the credit enhancement and the other parties thereto, other than the Trustee;
(iv) the Transferor Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trusteeissuance;
(v) such issuance will not result in any Adverse Effect and the Transferor shall have delivered to the Owner Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement Indenture Trustee an Officer’s Certificate of the Transferor's Certificate, dated the Series Issuance Date, Date to the effect that (i) the Transferor reasonably believes that such issuance will not, based on the facts known to such officer at the time of such certification, then cause a Pay Out Event or any event thathave an Adverse Effect, after the giving of notice or the lapse of timeand (ii) all conditions precedent to such execution, would constitute a Pay Out Event to occur with respect to any Seriesauthentication, and delivery have been satisfied;
(vi) the Transferor there shall have been delivered to the Trustee, Owner Trustee and the Indenture Trustee (with a copy to each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement Agency) a Tax Opinion, dated the Series Issuance Date, Date with respect to such issuance; and
(vii) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage of the total aggregate amount of Principal Receivables, in each case Receivables plus the principal amount of any Participation Interest theretofore conveyed to the Trust as of the Series Issuance DateDate shall be greater than the Required Minimum Principal Balance and the Transferor Interest shall be greater than the Required Transferor Interest, each as of the Series Issuance Date and after giving effect to such issuance. In addition, Any Note held by the Transferor agrees to provide notice at any time after the date of new issuances of Series of Investor Certificates as its initial issuance may be required by transferred or exchanged only upon the delivery to the Owner Trustee and in accordance the Indenture Trustee of a Tax Opinion dated as of the date of such transfer or exchange, as the case may be, with Item 1121(a)(14respect to such transfer or exchange.
(c) of Regulation AB. Upon satisfaction of the above conditions, pursuant to Section 2.03, the Owner Trustee, on behalf of the Issuer, shall execute and the Indenture Trustee shall execute authenticate and deliver the Supplement and authenticate the Investor Certificates Notes of such Series as provided in this Indenture and the applicable Indenture Supplement. Notwithstanding the provisions of this Section 2.12, prior to the execution of any Indenture Supplement (other than any Indenture Supplement dated as of April 7, 2000), the Indenture Trustee and Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution thereof of such Indenture Supplement is authorized or permitted by this Indenture and any Indenture Supplement related to any outstanding Series. The Indenture Trustee and Owner Trustee may, but shall not be obligated to, enter into any such Indenture Supplement which adversely affects the TransferorIndenture Trustee's or Owner Trustee's (as such or in its individual capacity) own rights, duties, benefits, protections, privileges or immunities under this Indenture.
(cd) If The Issuer may direct the Transferor elects Indenture Trustee to have all or a portion of its interest deposit the net proceeds from any New Issuance in the Transferor’s Interest evidenced by Special Funding Account. The Issuer may also specify that on any Transfer Date the Base Certificate as provided in Section 6.01 hereof, then proceeds from the Transferor may surrender the Base Certificate to the Trustee in exchange for a newly issued Base Certificate and one or more additional certificates (each, a “Supplemental Certificate”), the terms sale of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(a) to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and
(ii) the Transferor shall have delivered to the Trustee, each Rating Agency and any new Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion dated the date of such exchange (or transfer or exchange as provided in the next sentence), with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of withdrawn from the conditions set forth in clauses (i) Special Funding Account and (ii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplementtreated as Shared Principal Collections.
Appears in 1 contract
Samples: Master Indenture (Associates Credit Card Receivables Corp)
New Issuances. (a) The Pursuant to one or more Indenture Supplements, Transferor may from time to time direct the Trustee Issuer, to authenticate issue one or more new Series of Investor CertificatesNotes (a “New Issuance”). The Investor Certificates Notes of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement Indenture without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement Indenture and the applicable Indenture Supplement except, with respect to any Series or Class, as provided in the related Indenture Supplement. Interest on and principal of the Notes of each outstanding Series shall be paid as specified in the Indenture Supplement relating to such outstanding Series.
(b) On or before the Series Issuance Closing Date relating to any new SeriesSeries of Notes, the parties hereto will execute and deliver a an Indenture Supplement which will specify the Principal Terms of such new Series. The terms of such Indenture Supplement may modify or amend the terms of this Agreement Indenture solely as applied to such new Series. The obligation of the Owner Trustee to execute, on behalf of Issuer, the Notes of any Series and of Indenture Trustee to authenticate such Notes (other than any Series issued pursuant to an Indenture Supplement dated as of the Investor Certificates of such new Series date hereof) and to execute and deliver the related Indenture Supplement is subject to the satisfaction of the following conditions:
(i) Other than in connection with the initial issuance, on or before the fifth Business Day immediately preceding the Closing Date relating to any new Series Issuance Dateof Notes, the Transferor shall have given the Owner Trustee, the ServicerIndenture Trustee, Servicer and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement notice (unless such notice requirement is otherwise waived) of such issuance and the Series Issuance Closing Date;
(ii) the Transferor shall have delivered to the Indenture Trustee the any related Indenture Supplement, in form satisfactory to the Indenture Trustee, executed by each party hereto (other than the Indenture Trustee);
(iii) the Transferor shall have delivered to the Owner Trustee and Indenture Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the TrusteeAgreement;
(iv) the Transferor Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trusteeissuance;
(v) the Transferor shall have delivered to the Indenture Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the TransferorCertificate, dated the Series Issuance Date, Closing Date to the effect that the Transferor reasonably believes that such issuance will not, based on the facts known to such officer at the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Seriescertification have an Adverse Effect;
(vi) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement Indenture Trustee a Tax Opinion, dated the Series Issuance Date, Closing Date with respect to such issuance; and
(vii) the Transferor shall have delivered to the Indenture Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of stating that (A) the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Participation Transferor Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage of Minimum Transferor Amount and (B) the total amount of Aggregate Principal ReceivablesBalance shall not be less than the Required Principal Balance, in each case as of the Series Issuance Date, Closing Date and after giving effect to such issuance. In addition, the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14.
(c) of Regulation AB. Upon satisfaction of the above conditions, pursuant to Section 2.3, the Owner Trustee, on behalf of Issuer, shall execute and Indenture Trustee shall execute upon written direction of Issuer authenticate and deliver the Supplement and authenticate the Investor Certificates Notes of such Series upon execution thereof by as provided in this Indenture and the Transferorapplicable Indenture Supplement.
(cd) If Issuer may direct Indenture Trustee in writing to deposit the Transferor elects to have all or a portion of its interest net proceeds from any New Issuance in the Transferor’s Interest evidenced by Excess Funding Account. Issuer may also specify that on any Transfer Date the Base Certificate as provided in Section 6.01 hereof, then proceeds from the Transferor may surrender the Base Certificate to the Trustee in exchange for a newly issued Base Certificate and one or more additional certificates (each, a “Supplemental Certificate”), the terms sale of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(a) to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and
(ii) the Transferor shall have delivered to the Trustee, each Rating Agency and any new Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion dated the date of such exchange (or transfer or exchange as provided in the next sentence), with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of withdrawn from the conditions set forth in clauses (i) Excess Funding Account and (ii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplementtreated as Shared Principal Collections.
Appears in 1 contract
New Issuances. (a) The Transferor Custodian may from time to time direct the Trustee to issue and authenticate one or more new Series of Investor Master Custodial Certificates. The Holders of the undivided ownership interests in the Purchased Property evidenced by the Investor Master Custodial Certificates of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement.
(b) On or before the Series Issuance Date relating to any new Series, the parties hereto will execute and deliver a Supplement which will specify the Principal Terms of such new Series. The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. The obligation issuance by the Custodian of the Trustee to authenticate the Investor Master Custodial Certificates of such new Series and the obligation of the Custodian to execute and deliver the related Supplement is subject to the satisfaction of the following conditions:
(i) other than in the case of the initial Series Issuance Date, on or before the fifth Business Day immediately preceding the Series Issuance Date, the Transferor Seller shall have given the TrusteeCustodian, the Servicer, each Rating Agency Agency, any Agent and any Series Enhancer entitled thereto pursuant to the relevant Supplement Enhancement Provider notice of such issuance and the Series Issuance Date;
(ii) the Transferor Seller shall have delivered to the Trustee Custodian the related Supplement, in form satisfactory to the TrusteeCustodian, executed by each party hereto thereto other than the TrusteeCustodian;
(iii) the Transferor Seller shall have delivered to the Trustee Custodian any related Enhancement Agreement executed by each of the parties party thereto, other than the TrusteeCustodian;
(iv) the Transferor Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trusteeissuance;
(v) such issuance will not result in the Transferor occurrence of an Early Amortization Event and the Seller shall have delivered to the Trustee Custodian, any Agent and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate Enhancement Provider a certificate of one Vice President or more senior officer of the TransferorSeller, dated the Series Issuance Date, to the effect that the Transferor Seller reasonably believes that such issuance will not, based on not result in the facts known occurrence of an Early Amortization Event and is not reasonably expected to such officer result in the occurrence of an Early Amortization Event at any time in the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Seriesfuture;
(vi) the Transferor Seller shall have delivered to the Trustee, each Rating Agency Custodian and any Series Enhancer entitled thereto pursuant to the relevant Supplement Enhancement Provider a Tax Opinion, dated the Series Issuance Date, and an Opinion of Counsel, dated the Series Issuance Date, as to the enforceability of the related Supplement and as to compliance with applicable securities laws, with respect to such issuance; and
(vii) if such Series pursuant to Section 4.03(e)(i) is to be allocated Collections with respect to the Transferor Collection Period following the Collection Period in which the Series Cut-Off Date occurs, the Pool Balance on the first day of such Collection Period (after giving effect to any Account Assets added as of or prior to such first day to the Purchased Property on or prior to the related Series Issuance Date) shall equal or exceed the Required Participation Amount as of the first day of such Collection Period (after giving effect to each Series (including such Series) theretofore issued which are to be allocated Collections with respect to such Collection Period) and the Seller shall have delivered to the Trustee Custodian, any Agent and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate Enhancement Provider a certificate of the Transferora Vice President or more senior officer, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage of the total amount of Principal Receivables, in each case as of the Series Issuance Date, and after giving effect to such issuance. In addition, the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation ABeffect. Upon satisfaction of the above conditions, the Trustee Custodian shall execute the Supplement and authenticate and, upon payment to the Custodian of the consideration in respect of the Investor Master Custodial Certificates of such Series upon execution thereof by the TransferorSeries, shall issue, execute and authen ticate such Investor Master Custodial Certificates.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor The Seller may surrender the Base CCCL Certificate to the Trustee Custodian in exchange for a newly issued Base CCCL Certificate and one or more additional certificates a second certificate (each, a “"Supplemental Certificate”"), the terms of which shall be defined in a Supplement supplement to this Agreement (which Supplement supplement shall be subject to Section 13.01(a) 13.01 to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor Seller (or the Holder holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee); and
(ii) the Transferor Seller shall have delivered to the TrusteeCustodian, each Rating Agency any Agent and any Series Enhancer entitled thereto pursuant to the relevant Supplement Enhancement Provider a Tax Opinion Opinion, dated the date of such exchange (or transfer or exchange as provided in below), and an Opinion of Counsel, dated the next sentencedate of such exchange (or transfer or exchange as provided below), as to enforceability of the related Supplement and as to the compliance with applicable securities laws, with respect thereto. The CCCL Certificate and the undivided ownership interest in the Purchased Property represented thereby will at all times be beneficially owned by the Seller. Any Supplemental Certificate may be transferred trans ferred or exchanged only upon satisfaction of the conditions set forth in clauses (i) and (ii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplement.
Appears in 1 contract
Samples: Master Custodial and Servicing Agreement (Chrysler Financial Corp)
New Issuances. (a) The Transferor may from time to time direct Trustee, on behalf of the Trustee Trust, to authenticate one or more new Series of Investor Certificates. The Investor Certificates of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement.
(b) On or before the Series Issuance Closing Date relating to for any new Series, the parties hereto will execute and deliver a Supplement which will specify specifying the Principal Terms of such the new Series. The terms of such Such Supplement may modify or amend the terms of this Agreement solely as applied to such the new Series. The obligation Series and may grant the Holders of the Trustee Investor Certificates in that Series, or an agent or other representative of such Holders, notice and consultation rights with respect to any rights or actions of Trustee. Trustee's obligation to authenticate the Investor Certificates of such a new Series and to execute and deliver the related Supplement is subject to the satisfaction of the following conditions:conditions (except that the conditions set forth in CLAUSES (i), (iii), (iv) and (v) shall not be applicable to the issuance of the first Series):
(i) on or before the fifth Business Day immediately preceding the Series Issuance Closing Date, the Transferor shall have given the Trustee, the Servicer, each Rating Agency and any Series Enhancer Enhancement Provider entitled thereto pursuant to the relevant Supplement notice of such issuance and the Series Issuance Closing Date;
(ii) the Transferor shall have delivered to the Trustee the related Supplement, in form satisfactory to the Trustee, executed by each party hereto other than the Trustee;
(iii) the Transferor shall have delivered to the Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee;
(iv) the Transferor Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trusteeissuance;
(v) the Transferor shall have delivered to the Trustee and any Series Enhancer Enhancement Provider entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor's Certificate, dated the Series Issuance applicable Closing Date, to the effect that the Transferor reasonably believes that such issuance will not, based on the facts known to such officer at the time of such certification, then or thereafter cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out an Early Amortization Event to occur with respect to any Series;
(vi) the Transferor shall have delivered to the Trustee, Trustee and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion, dated the Series Issuance Closing Date, with respect to such issuance; and
(vii) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s 's Certificate of the Transferor, dated the Series Issuance Date to the effect stating that the Transferor’s Participation Transferor Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage of the total amount of Principal Receivables, in each case Minimum Transferor Amount as of the Series Issuance Date, Closing Date and after giving effect to such issuance. In addition, the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate the Investor Certificates of such Series upon execution thereof by Transferor. Upon satisfaction of the Transferorabove conditions (MUTATIS MUTANDIS), Transferor may also cause Trustee to enter into one or more agreements pursuant to which Trustee shall sell purchased interests in the Receivables and other Trust Assets to one or more purchasers. Such agreement(s) shall specify terms similar to Principal Terms for any such purchased interests and may grant the purchaser(s) of such interests, or an agent or other representative of such purchaser(s), notice and consultation rights with respect to any rights or actions of Trustee. Any such purchased interests shall be treated as a Series of Investor Certificates for purposes of all voting and allocation provisions, and calculations of the Transferor Amount and Transferor Percentage, under this Agreement.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor may surrender the Base Transferor Certificate to the Trustee in exchange for a newly issued Base Transferor Certificate and one or more additional certificates (each, each a “Supplemental Certificate”"SUPPLEMENTAL CERTIFICATE"), the terms of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(aSECTION 13.1(a) to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from each Rating Agency delivered to Trustee an Officer's Certificate stating that the Transferor Amount shall not be less than the Minimum Transferor Amount, as of the date of, and after giving effect to, such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; andexchange;
(ii) the Rating Agency Condition shall have been satisfied with respect to such exchange (or transfer, exchange or pledge as provided below); and
(iii) Transferor shall have delivered to the Trustee, Trustee and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion Opinion, dated the date of such exchange (or transfer transfer, exchange or exchange pledge as provided in the next sentencebelow), with respect thereto. Any Supplemental Certificate may be transferred or exchanged exchanged, and the Transferor Certificate may be pledged, only upon satisfaction of the conditions set forth in clauses CLAUSES (ii) and (iii).
(d) The Transferor Certificate (or any interest therein) may be transferred to a Person which is a member of the "affiliated group" as defined in Internal Revenue Code Section 1504(a) of which WFN is a member without the consent or approval of the Holders of the Investor Certificates, provided that (i) and the Rating Agency Condition shall have been satisfied with respect to such transfer, (ii) aboveTransferor shall have delivered to Trustee and each Rating Agency a Tax Opinion, dated the date of such transfer, with respect thereto and (iii) Transferor shall have delivered to Trustee an Officer's Certificate stating that the Transferor Amount shall not be less than the Minimum Transferor Amount. Notwithstanding anything In connection with any such transfer, the Person to whom the Transferor Certificate is transferred will, by its acquisition and holding of an interest in the Transferor Certificate, assume all of the rights and obligations of Transferor as described in this Agreement and in any Supplement or amendment thereto (including the right under this PARAGRAPH (d) with respect to the contrary and subject to the related Supplement, any Holder subsequent transfers of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related SupplementTransferor Certificate).
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Alliance Data Systems Corp)
New Issuances. (a) The Transferor Transferors may from time to time direct the Trustee Trustee, on behalf of the Trust, to authenticate one or more new Series of Investor Certificates. The Investor Certificates of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement.
(b) On or before the Series Issuance Closing Date relating to any new Series, the parties hereto will execute and deliver a Supplement which will specify the Principal Terms of such new Series. The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. The obligation of the Trustee to authenticate the Investor Certificates of such new Series and to execute and deliver the related Supplement is subject to the satisfaction of the following conditions:
(i) on or before the fifth Business Day day immediately preceding the Series Issuance Closing Date, the Transferor Transferors shall have given the Trustee, Trustee and the Servicer, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement Master Servicer notice of such issuance and the Series Issuance Closing Date; and on or before the tenth day immediately preceding the Closing Date, the Transferors shall have given each Rating Agency notice of such issuance;
(ii) the Transferor Transferors shall have delivered to the Trustee the related Supplement, in form satisfactory to the Trustee, executed by each party hereto other than the Trusteethereto;
(iii) the Transferor Transferors shall have delivered to the Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee;
(iv) the Transferor Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trusteeissuance;
(v) the Transferor Transferors shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor's Certificate, dated the Series Issuance Closing Date, to the effect that the such Transferor reasonably believes that such issuance will not, based on the facts known to such officer at the time of such certification, then or thereafter cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Series;; and
(vi) if any Series of Investor Certificates are outstanding that were characterized as debt at the Transferor time of their issuance, the Transferors shall have delivered to the Trustee, Trustee and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion, dated the Series Issuance Closing Date, with respect to such issuance; and
(vii) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage of the total amount of Principal Receivables, in each case as of the Series Issuance Date, and after giving effect to such issuance. In addition, the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate the Investor Certificates of such Series upon execution thereof by the TransferorTransferors.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor The Transferors may surrender the Base ABRC Certificate to the Trustee in exchange for a newly issued Base ABRC Certificate and one or more additional certificates (each, each a “"Supplemental Certificate”"), the terms of which shall be defined in a Supplement supplement to this Agreement (which Supplement supplement shall be subject to Section subsection 13.01(a) only to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor Transferors (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor Transferors shall have received given written notice from to each Rating Agency that of such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and the Rating Agency Condition shall have delivered copies of each such written notice to the Servicer and the Trustee; andbeen satisfied;
(ii) the Transferor Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than 2% of the total amount of Principal Receivables as of the date of, and after giving effect to, such exchange; and
(iii) if any Series of Investor Certificates are outstanding that were characterized as debt at the time of their issuance, the Transferors shall have delivered to the Trustee, Trustee and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion Opinion, dated the date of such exchange (or transfer or exchange as provided in the next sentencebelow), with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses clause (ii) above.
(d) The ABRC Certificate (or any interest therein) may be transferred to a Person which is a member of the "affiliated group" of which Advanta Corp. is the "common parent" (as such terms are defined in Section 1504(a) of the Code); provided that (i) if any Series of Investor Certificates are outstanding that were characterized as debt at the time of their issuance, the Transferors shall have delivered to the Trustee and each Rating Agency a Tax Opinion, dated the date of such transfer, with respect thereto, and (ii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects transferee shall be deemed to have its interest in the be a "Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form " for purposes of Sections 7.04 and in the form provided in the related Supplement9.02.
Appears in 1 contract
New Issuances. (a) The Transferor Seller may from time to time direct the Trustee Trustee, on behalf of the Trust, to authenticate issue one or more new Series of Investor Certificatescertificates. The Investor Certificates of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement.
(b) On or before the Series series Issuance Date relating to any new Series, the parties hereto will execute and deliver a Supplement which will specify the Principal Terms of such new Series. The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. The obligation of the Trustee to authenticate issue the Investor Certificates of such new Series and to execute and deliver the related Supplement is subject to the satisfaction of the following conditions:
(i) on or before the fifth Business Day immediately preceding the Series Issuance Date, the Transferor Seller shall have given the Trustee, the Servicer, each Rating Agency Agency, any Agent and any Series Enhancer entitled thereto pursuant to the relevant Supplement Enhancement Provider notice of such issuance and the Series Issuance Date;
(ii) the Transferor Seller shall have delivered to the Trustee the related Supplement, in form satisfactory to the Trustee, executed by each party hereto other than the Trustee;
(iii) the Transferor Seller shall have delivered to the Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee;
(iv) the Transferor Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trusteeissuance;
(v) such issuance will not result in the Transferor occurrence of an Early Amortization Event and the Seller shall have delivered to the Trustee Trustee, any Agent and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate Enhancement Provider a certificate of the Transferora Vice President or more senior officer, dated the Series Issuance Date, to the effect that the Transferor Seller reasonably believes that such issuance will not, based on not result in the facts known occurrence of an Early Amortization Event and is not reasonably expected to such officer result in the occurrence of an Early Amortization Event at any time in the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Seriesfuture;
(vi) the Transferor Seller shall have delivered to the Trustee, each Rating Agency Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement Enhancement Provider a Tax Opinion, dated the Series Issuance Date, with respect to such issuance; and;
(vii) the Transferor shall have delivered to result obtained by multiplying (x) the Trustee and any Series Enhancer entitled thereto pursuant to Seller's Participation Amount by (y) the relevant Supplement an Officer’s Certificate percentage equivalent of the Transferor, dated portion of the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest Seller's Interest represented by any Supplemental the CARCO Certificate) , shall not be less than the Specified Percentage 2% of the total amount of Principal ReceivablesPool Balance, in each case as of the Series Issuance Date, and after giving effect to such issuance. In addition; and
(viii) if such Series pursuant to Section 4.03(e)(i) is to be allocated Collections with respect to the Collection Period in which the Series Cut-Off Date falls, the Transferor agrees Pool Balance on the first day of such Collection Period (after giving effect to provide notice any Accounts added to the Trust on or prior to the Series Issuance Date) shall equal or exceed the Required Participation Amount on the first day of new issuances such Collection Period (after giving effect to each Series (including such Series) theretofore issued which are to be allocated Collections with respect to such Collection Period) and the Seller shall have delivered to the Trustee, any Agent and any Enhancement Provider a certificate of a Vice President or more senior officer, dated the Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation ABIssuance Date, to such effect. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate issue to the Seller the Investor Certificates of such Series upon for execution thereof by and redelivery to the Transferor.Trustee for authentication. With respect to any Enhancement that consists of an interest rate swap or any other swap or derivative instrument (each, a "derivative instrument"), such derivative instrument shall be entered into at the time of issuance of the related series of Investor Certificates, at the time of issuance shall not have a notional amount in excess of the principal amount of the related Investor Certificates and is not thereafter expected to exceed such principal amount, shall not require the Trust to make discretionary decisions (other than decisions relating to the servicing of the Receivables) and shall have characteristics that relate to and are intended to hedge (partly or fully) against some risk or risks related to such Investor Certificates or the Receivables or Eligible Investments. 55
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor The Seller may surrender the Base CARCO Certificate to the Trustee in exchange for a newly issued Base CARCO Certificate and one or more additional certificates a second certificate (each, a “"Supplemental Certificate”"), the terms of which shall be defined in a Supplement supplement to this Agreement (which Supplement supplement shall be subject to Section 13.01(a) 13.01 to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor Seller (or the Holder holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor result obtained by multiplying (x) the Seller's Participation Amount by (y) the percentage equivalent of the portion of the Seller's Interest represented by the CARCO Certificate, shall not be less than 2% of the Pool Balance, in each case as of the date of, and after giving effect to, such exchange;
(ii) the Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee); and
(iiiii) the Transferor Seller shall have delivered to the Trustee, each Rating Agency any Agent and any Series Enhancer entitled thereto pursuant to the relevant Supplement Enhancement Provider a Tax Opinion opinion, dated the date of such exchange (or transfer or exchange as provided in the next sentencebelow), with respect thereto. The CARCO Certificate will at all times be beneficially owned by the Seller. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (iii) and (iiiii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Daimlerchrysler Wholesale Receivables LLC)
New Issuances. (a) The Transferor Seller may from time to time ------------- direct the Trustee Trustee, on behalf of the Trust, to authenticate one or more new Series of Investor Certificates. The Investor Certificates of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement.
(b) On or before the Series Issuance Closing Date relating to any new Series, the parties hereto will execute and deliver a Supplement which will specify the Principal Terms of such new Series. The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. The obligation of the Trustee to authenticate the Investor Certificates of such new Series and to execute and deliver the related Supplement is subject to the satisfaction of the following conditions:
(i) on or before the fifth Business Day immediately preceding the Series Issuance Closing Date, the Transferor Seller shall have given the Trustee, the Servicer, each Rating Agency and any Series Representative or Series Enhancer entitled thereto pursuant to the relevant Supplement notice of such issuance and the Series Issuance Closing Date;
(ii) the Transferor Seller shall have delivered to the Trustee the related Supplement, in form satisfactory to the Trustee, executed by each party hereto other than the Trustee;
(iii) the Transferor Seller shall have delivered to the Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee;
(iv) the Transferor Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect and each Series Representative shall have delivered copies of each such written notice to the Servicer and the Trusteeconsented thereto;
(v) the Transferor Seller shall have delivered to the Trustee and any Series Representative or Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor's Certificate, dated the Series Issuance Date, to the effect that the Transferor Seller reasonably believes that such issuance will not, based on the facts known to such officer at the time of such certification, then or thereafter cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Pay-Out Event to occur with respect to any Series;
(vi) the Transferor Seller shall have delivered to the Trustee, Trustee and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion, dated the Series Issuance Closing Date, with respect to such issuance; and
(vii) the Transferor shall have delivered to the Trustee and any Floating Allocation Percentage for all Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) shall not be less greater than the Specified Percentage of the total amount of Principal Receivables100%, in each case as of the Series Issuance Date, Closing Date and after giving effect to such issuance. In addition, the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate the Investor Certificates of such Series upon execution thereof by the TransferorSeller.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor may surrender the Base Certificate to the Trustee in exchange for a newly issued Base Certificate and one or more additional certificates (each, a “Supplemental Certificate”), the terms of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(a) to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and
(ii) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion dated the date of such exchange (or transfer or exchange as provided in the next sentence), with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (i) and (ii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplement.
Appears in 1 contract
New Issuances. (a) The Transferor may from time to time direct the Trustee Trustee, on behalf of the Trust, to authenticate one or more new Series of Investor Certificates. The Investor Certificates of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement.
(b) On or before the Series Issuance Closing Date relating to any new Series, the parties hereto will execute and deliver a Supplement which will specify the Principal Terms of such new Series. The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. The obligation of the Trustee to authenticate the Investor Certificates of such new Series and to execute and deliver the related Supplement is subject to the satisfaction of the following conditions:
(i) on or before the fifth Business Day day immediately preceding the Series Issuance Closing Date, the Transferor shall have given the Trustee, Trustee and the Servicer, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement Servicer notice of such issuance and the Series Issuance Closing Date; and on or before the tenth day immediately preceding the Closing Date, the Transferor shall have given each Rating Agency notice of such issuance;
(ii) the Transferor shall have delivered to the Trustee the related Supplement, in form satisfactory to the Trustee, executed by each party hereto other than the Trusteethereto;
(iii) the Transferor shall have delivered to the Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee;
(iv) the Transferor Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trusteeissuance;
(v) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor's Certificate, dated the Series Issuance Closing Date, to the effect that the Transferor reasonably believes that such issuance will not, based on the facts known to such officer at the time of such certification, then or thereafter cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Reinvestment Event to occur with respect to any Series;; and
(vi) the Transferor shall have delivered to the Trustee, Trustee and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion, dated the Series Issuance Closing Date, with respect to such issuance; and
(vii) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage of the total amount of Principal Receivables, in each case as of the Series Issuance Date, and after giving effect to such issuance. In addition, the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate the Investor Certificates of such Series upon execution thereof by the Transferor.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the The Transferor may surrender the Base Transferor Certificate to the Trustee in exchange for a newly issued Base Transferor Certificate and one or more additional certificates (each, each a “"Supplemental Certificate”"), the terms of which shall be defined in a Supplement supplement to this Agreement (which Supplement supplement shall be subject to Section subsection 13.01(a) only to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the The Transferor shall have received given written notice from to each Rating Agency that of such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and the Rating Agency condition shall have delivered copies been satisfied with respect to such exchange;
(ii) the Transferor Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than 2% of each the total amount of Principal Receivables as of the date of, and after giving effect to, such written notice to the Servicer and the Trusteeexchange; and
(iiiii) if any Series of Investor Certificates are outstanding that were characterized as debt at the time of their issuance, the Transferor shall have delivered to the Trustee, Trustee and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion Opinion, dated the date of such exchange (or transfer or exchange as provided in the next sentencebelow), with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses clause (iii) and (iiiii) above. Notwithstanding anything in this Agreement .
(d) The Transferor Certificate (or any interest therein) may be transferred to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that Person which is an Affiliate a member of the "affiliated group" of which Travelers Group Inc. is the "common parent" (as such terms are defined in Section 1504(a) of the Code); provided that if any Series of Investor Certificates are outstanding that were characterized as debt at the time of their issuance, the Transferor may elect at any time, by written notice to the Trustee, to shall have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver delivered to the Trustee for cancellation any Supplemental Certificate previously issued and each Rating Agency a Tax Opinion, dated the Trustee shall make the appropriate entry in the books and records date of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificatetransfer, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplementwith respect thereto.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Travelers Bank Credit Card Master Trust I)
New Issuances. (a) The Transferor Pursuant to one or more Indenture Supplements, the Seller may from time to time direct the Trustee Owner Trustee, on behalf of the Issuer, to authenticate issue one or more new Series of Investor CertificatesNotes (a "New Issuance"). The Investor Certificates Notes of all ------------ outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement Indenture without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement Indenture and the applicable Indenture Supplement except, with respect to any Series or Class, as provided in the related Indenture Supplement. Interest on and principal of the Notes of each outstanding Series shall be paid as specified in the Indenture Supplement relating to such outstanding Series.
(b) On or before the Series Issuance Closing Date relating to any new SeriesSeries of Notes, the parties hereto will execute and deliver a an Indenture Supplement which will specify the Principal Terms of such new Series. The terms of such Indenture Supplement may modify or amend the terms of this Agreement Indenture solely as applied to such new Series. The obligation of the Owner Trustee to execute, on behalf of the Issuer, the Notes of any Series and of the Indenture Trustee to authenticate such Notes (other than any Series issued pursuant to an Indenture Supplement dated as of the Investor Certificates of such new Series date hereof) and to execute and deliver the related Indenture Supplement is subject to the satisfaction of the following conditions:
(i) on or before the fifth Business Day day immediately preceding the Series Issuance Date, Closing Date the Transferor Seller shall have given the Owner Trustee, the ServicerIndenture Trustee, the Servicer and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement notice (unless such notice requirement is otherwise waived) of such issuance and the Series Issuance Closing Date;
(ii) the Transferor Seller shall have delivered to the Owner Trustee and the Indenture Trustee any related Indenture Supplement, in form satisfactory to the Owner Trustee and the Indenture Trustee, executed by each party hereto (other than the Indenture Trustee);
(iii) the Transferor Seller shall have delivered to the Owner Trustee and the Indenture Trustee any related Enhancement Agreement executed by each of the parties thereto, other than Seller and the TrusteeSeries Enhancer;
(iv) the Transferor Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trusteeissuance;
(v) such issuance will not result in any Adverse Effect and the Transferor Seller shall have delivered to the Owner Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement Indenture Trustee an Officer’s Certificate of the Transferor's Certificate, dated the Series Issuance Date, Closing Date to the effect that the Transferor Seller reasonably believes that such issuance will not, based on the facts known to such officer at the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Serieshave an Adverse Effect;
(vi) the Transferor Seller shall have delivered to the Trustee, Owner Trustee and the Indenture Trustee (with a copy to each Rating Agency and any Series Enhancer entitled thereto pursuant Agency) (A) an Opinion of Counsel, dated the Closing Date with respect to such issuance, to the relevant Supplement effect that, except as otherwise stated in the related Indenture Supplement, the Notes of the new Series will be characterized as debt for federal income tax purposes and (B) a Tax Opinion, dated the Series Issuance Date, Closing Date with respect to such issuance; and
(vii) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) Aggregate Principal Balance shall not be less than the Specified Percentage of the total amount of Minimum Aggregate Principal Receivables, in each case Receivables as of the Series Issuance Date, Closing Date and after giving effect to such issuance. In addition, issuance and the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14Seller Amount shall exceed the Minimum Seller Amount.
(c) of Regulation AB. Upon satisfaction of the above conditions, pursuant to Section ------- 2.3, the Owner Trustee, on behalf of the Issuer, shall execute and the --- Indenture Trustee shall execute upon written direction of the Supplement Issuer authenticate and authenticate deliver the Investor Certificates Notes of such Series upon execution thereof by as provided in this Indenture and the Transferorapplicable Indenture Supplement.
(cd) If The Issuer may direct the Transferor elects Indenture Trustee in writing to have all or a portion of its interest deposit the net proceeds from any New Issuance in the Transferor’s Interest evidenced by Excess Funding Account. The Issuer may also specify that on any Transfer Date the Base Certificate as provided in Section 6.01 hereof, then proceeds from the Transferor may surrender the Base Certificate to the Trustee in exchange for a newly issued Base Certificate and one or more additional certificates (each, a “Supplemental Certificate”), the terms sale of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(a) to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and
(ii) the Transferor shall have delivered to the Trustee, each Rating Agency and any new Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion dated the date of such exchange (or transfer or exchange as provided in the next sentence), with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of withdrawn from the conditions set forth in clauses (i) Excess Funding Account and (ii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplementtreated as Shared Principal Collections.
Appears in 1 contract
New Issuances. (a) The Transferor Seller may from time to time direct the Trustee Trustee, on behalf of the Trust, to authenticate issue one or more new Series of Investor Certificatescertificates. The Investor Certificates of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement.
(b) On or before the Series series Issuance Date relating to any new Series, the parties hereto will execute and deliver a Supplement which will specify the Principal Terms of such new Series. The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. The obligation of the Trustee to authenticate issue the Investor Certificates of such new Series and to execute and deliver the related Supplement is subject to the satisfaction of the following conditions:
(i) on or before the fifth Business Day immediately preceding the Series Issuance Date, the Transferor Seller shall have given the Trustee, the Servicer, each Rating Agency Agency, any Agent and any Series Enhancer entitled thereto pursuant to the relevant Supplement Enhancement Provider notice of such issuance and the Series Issuance Date;
(ii) the Transferor Seller shall have delivered to the Trustee the related Supplement, in form satisfactory to the Trustee, executed by each party hereto other than the Trustee;
(iii) the Transferor Seller shall have delivered to the Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee;
(iv) the Transferor Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trusteeissuance;
(v) such issuance will not result in the Transferor occurrence of an Early Amortization Event and the Seller shall have delivered to the Trustee Trustee, any Agent and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate Enhancement Provider a certificate of the Transferora Vice President or more senior officer, dated the Series Issuance Date, to the effect that the Transferor Seller reasonably believes that such issuance will not, based on not result in the facts known occurrence of an Early Amortization Event and is not reasonably expected to such officer result in the occurrence of an Early Amortization Event at any time in the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Seriesfuture;
(vi) the Transferor Seller shall have delivered to the Trustee, each Rating Agency Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement Enhancement Provider a Tax Opinion, dated the Series Issuance Date, with respect to such issuance; and;
(vii) the Transferor shall have delivered to result obtained by multiplying (x) the Trustee and any Series Enhancer entitled thereto pursuant to Seller's Participation Amount by (y) the relevant Supplement an Officer’s Certificate percentage equivalent of the Transferor, dated portion of the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest Seller's Interest represented by any Supplemental the CARCO Certificate) , shall not be less than the Specified Percentage 2% of the total amount of Principal ReceivablesPool Balance, in each case as of the Series Issuance Date, and after giving effect to such issuance. In addition; and
(viii) if such Series pursuant to Section 4.03(e)(i) is to be allocated Collections with respect to the Collection Period in which the Series Cut-Off Date falls, the Transferor agrees Pool Balance on the first day of such Collection Period (after giving effect to provide notice any Accounts added to the Trust on or prior to the Series Issuance Date) shall equal or exceed the Required Participation Amount on the first day of new issuances such Collection Period (after giving effect to each Series (including such Series) theretofore issued which are to be allocated Collections with respect to such Collection Period) and the Seller shall have delivered to the Trustee, any Agent and any Enhancement Provider a certificate of a Vice President or more senior officer, dated the Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation ABIssuance Date, to such effect. "Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate issue to the Seller the Investor Certificates of such Series upon for execution thereof by and redelivery to the TransferorTrustee for authentication.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor The Seller may surrender the Base CARCO Certificate to the Trustee in exchange for a newly issued Base CARCO Certificate and one or more additional certificates a second certificate (each, a “"Supplemental Certificate”"), the terms of which shall be defined in a Supplement supplement to this Agreement (which Supplement supplement shall be subject to Section 13.01(a) 13.01 to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor Seller (or the Holder holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor result obtained by multiplying (x) the Seller's Participation Amount by (y) the percentage equivalent of the portion of the Seller's Interest represented by the CARCO Certificate, shall not be less than 2% of the Pool Balance, in each case as of the date of, and after giving effect to, such exchange;
(ii) the Rating Agency condition shall have received written notice from each Rating Agency that been satisfied with respect such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; ): and
(iiiii) the Transferor Seller shall have delivered to the Trustee, each Rating Agency any Agent and any Series Enhancer entitled thereto pursuant to the relevant Supplement Enhancement Provider a Tax Opinion opinion, dated the date of such exchange (or transfer or exchange as provided in the next sentencebelow), with respect thereto. "The CARCO Certificate will at all times be beneficially owned by the Seller. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (iii) and (iiiii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplement."
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Daimlerchrysler Wholesale Receivables LLC)
New Issuances. (a) The Transferor Pursuant to one or more Indenture Supplements, the Issuer may from time to time direct the Trustee Indenture Trustee, on behalf of the Issuer, to authenticate issue one or more new Series of Investor CertificatesNotes (a “New Issuance”). The Investor Certificates Notes of all outstanding Outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement Indenture without preference, priority or distinctiondistinction on account of the actual time of the authentication and delivery or Expected Principal Payment Date or Stated Maturity Date, all in accordance with the terms and provisions of this Agreement Indenture and the applicable Indenture Supplement except, with respect to any Series or Class, as provided in the related Indenture Supplement. The total principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is not limited.
(b) On or before the Series Issuance Date relating to any new Series, the parties hereto will execute and deliver a an Indenture Supplement which will specify the Principal Terms of such new Series. The terms of such Indenture Supplement may modify or amend the terms of this Agreement Indenture solely as applied to such new Series. The obligation of Indenture Trustee shall execute the Trustee to authenticate Indenture Supplement and the Investor Certificates Issuer shall execute the Notes of such new Series and to execute and deliver the related Notes to the Indenture Trustee for authentication and delivery. The issuance of any such Notes of any new Series (other than any Series issued pursuant to an Indenture Supplement is dated as of the date hereof) shall be subject to the satisfaction of the following conditions:
(i) on or before the fifth (5th) Business Day immediately preceding the Series Issuance Date, the Transferor Issuer shall have given written notice to the Indenture Trustee, the Servicer, Servicer and each Rating Agency and Agency, if any, that has rated any Series Enhancer entitled thereto pursuant to or Class within the relevant Supplement applicable Group (unless such notice requirement is otherwise waived) of such issuance and the Series Issuance Date;
(ii) the Transferor Issuer shall have delivered to the Indenture Trustee the related Indenture Supplement, in a form satisfactory to the Indenture Trustee, executed by each party hereto (other than the Indenture Trustee) and specifying the relevant Principal Terms;
(iii) the Transferor Issuer shall have delivered to the Indenture Trustee any related Series Enhancement Agreement executed by each of the parties thereto, other than the Indenture Trustee;
(iv) the Transferor Rating Agency Condition, if applicable, shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trusteeissuance;
(v) such issuance will not result in the Transferor occurrence of a Default, an Adverse Effect or an Early Redemption Event or Reinvestment Event for any Series, and the Issuer shall have delivered to the Indenture Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the TransferorIssuer, dated the Series Issuance DateDate for such Series, to the effect that (1) the Transferor Issuer reasonably believes that such issuance will not, based on the facts known to the Person executing such officer at Officer’s Certificate, have an Adverse Effect or result in the time occurrence of such certification, then cause a Pay Out Default or Early Redemption Event or Reinvestment Event for any event thatSeries then Outstanding and (2) all conditions precedent to such execution, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Seriesauthentication and delivery have been satisfied;
(vi) the Transferor Issuer shall have delivered to the Trustee, Indenture Trustee and the Owner Trustee (with a copy to each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement Agency, as applicable), a Tax Opinion, Opinion dated the Series Issuance Date, with respect to such issuanceDate addressing the New Issuance; and
(vii) the Transferor shall have delivered aggregate amount of Principal Receivables (plus the principal amount of any Participation Interest theretofore conveyed to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate Issuer as of the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) Date), shall not be less greater than the Specified Percentage of the total amount of Required Minimum Principal Receivables, in each case Balance as of the Series Issuance Date, and after giving effect to such issuance. In addition, the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate the Investor Certificates of such Series upon execution thereof by the Transferor.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor may surrender the Base Certificate to the Trustee in exchange for a newly issued Base Certificate and one or more additional certificates (each, a “Supplemental Certificate”), the terms of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(a) to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and
(ii) the Transferor Issuer shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant Indenture Trustee an Officer’s Certificate to the relevant Supplement a Tax Opinion dated the date of such exchange (or transfer or exchange as provided in the next sentence), with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (i) and (ii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplementeffect.
Appears in 1 contract
Samples: Master Indenture (Compucredit Corp)
New Issuances. (a) The Transferor Issuer may from time to time direct after the Trustee to authenticate initial issuance of Notes hereunder issue one or more new Series of Investor CertificatesNotes pursuant to a Supplement. The Investor Certificates Notes of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement.
(b) On or before the Series Issuance Closing Date relating to any new Series, the parties hereto will execute and deliver a Supplement which will specify the Principal Terms of such new Series. The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. .
(c) The obligation of the Trustee to authenticate the Investor Certificates Notes of such new Series and to execute and deliver the related Supplement is subject to the satisfaction of the following conditions:
(i) on or before the fifth Business Day immediately preceding the Series Issuance Closing Date, the Transferor Issuer shall have given the Trustee, the Servicer, each Master Servicer and each Rating Agency and rating any Series Enhancer entitled thereto pursuant of Notes, an Order requesting such authentication of Notes and setting for the proposed Series Closing Date and delivery instructions if the Notes of such Series are not to be delivered to the relevant Supplement notice of such issuance and the Series Issuance DateIssuer;
(ii) the Transferor Issuer shall have delivered to the Trustee the related Supplement, in form and substance satisfactory to the Trustee, executed by each party hereto other than the Trustee;
(iii) the Transferor Issuer shall have delivered to the Trustee any related Enhancement Agreement Notes of such Series, in form and substance satisfactory to the Trustee, executed by each of the parties thereto, other than the TrusteeIssuer;
(iv) the Transferor shall have received written notice from each Rating Agency rating any Series of Notes shall have notified the Issuer and the Trustee in writing that such issuance will not have result in a Ratings Effect and shall have delivered copies reduction or withdrawal of each such written notice the rating of any outstanding Series or Class with respect to the Servicer and the Trusteewhich it acts as a Rating Agency;
(v) such issuance will not result in the Transferor occurrence of an Event of Default, a Potential Event of Default, a Series Event of Default with respect to any Series, or any event that, with the giving of notice or lapse of time or both, would constitute such a Series Event of Default, and the Issuer shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor's Certificate, dated the Series Issuance DateClosing Date (upon which the Trustee may conclusively rely), to the effect that the Transferor reasonably believes that such issuance will notnot result in the occurrence of any such Event of Default, based on Potential Event of Default, Series Event of Default or other event and will not result in the facts known to occurrence of any such officer Event of Default, Potential Event of Default, Series Event of Default or other event at any time in the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Seriesfuture;
(vi) the Transferor Issuer shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant Trustee an Opinion of Counsel to the relevant effect that the issuance of the Notes of such Series (A) has been, or need not be, registered under the Act and will not result in the requirement that any other Series of Notes not registered under the Act be so registered (unless the Issuer has elected, in its sole discretion and at its sole expense, to register such Notes), and (B) will not result in the Issuer becoming subject to registration as an investment company under the Investment Company Act and (C) will not require this Agreement or the related Supplement to be qualified under the Trust Indenture Act of 1939, as amended;
(vii) the Issuer shall have delivered to the Trustee a Tax Opinion, dated the Series Issuance Closing Date, with respect to such issuance;
(viii) the Issuer shall have satisfied such other conditions to the issuance of any new Series as may be specified in any Supplement; and
(viiix) the Transferor Issuer shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate copies of the TransferorInvestor Letters (or any applicable note purchase agreement containing similar representations, dated warranties and undertakings as those set forth in the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage of the total amount of Principal ReceivablesInvestor Letters), in each case as of the Series Issuance Datecase, and after giving effect to such issuance. In addition, the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required executed by and in accordance with Item 1121(a)(14) of Regulation ABeach Noteholder. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and, upon receipt of, and in accordance with the terms of, an Order to do so, shall authenticate and deliver the Investor Certificates Notes to the Persons specified in such Order against receipt of payment by the Issuer of the purchase price for such Notes. Notwithstanding the provisions of this Section 6.09, prior to the execution of any Supplement, the Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such Series upon execution thereof Supplement is authorized or permitted by this Agreement and any Supplement related to any outstanding Series. The Trustee may, but shall not be obligated to, enter into any such Supplement which affects the Transferor.
(c) If the Transferor elects to have all Trustee's own rights, duties or a portion of its interest immunities under this Agreement. Notwithstanding anything contained herein or in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor may surrender the Base Certificate any Supplement to the Trustee contrary, no Notes may be issued to (x) any Person which does not represent that it is a Qualified Purchaser under Section 2(a)(51) of the Investment Company Act or (y) any Person in exchange for a newly issued Base Certificate and one or more additional certificates (each, a “Supplemental Certificate”), the terms respect of which the purchase or holding thereof would constitute a "prohibited transaction" under ERISA or Section 4975 of the Internal Revenue Code, and, in each of the cases in clauses (x) thereof, and (y) each prospective purchaser shall be defined in required to represent and warrant that it is not such a Supplement (which Supplement shall be subject Person prior to Section 13.01(a) the issuance of any such Note to it and to the extent any such representation and warranty is incorrect such issuance shall be rescinded and deemed not to have occurred; provided that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor Trustee shall have received written notice from each Rating Agency that such exchange (no duty to perform any independent investigation with respect to any representation or transfer or exchange warranty by a prospective purchaser as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and
(ii) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion dated the date of such exchange (or transfer or exchange as provided in the next sentence), with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions matters set forth in clauses (ix) and (ii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplementy).
Appears in 1 contract
Samples: Master Trust Indenture and Security Agreement (Wentworth J G & Co Inc)
New Issuances. (a) The Transferor Transferors may from time to time direct the Trustee Trustee, on behalf of the Trust, to authenticate issue one or more new Series of Investor Certificates. The Investor Certificates of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement.
(b) On or before the Series Issuance Date relating to any new Series, the parties hereto will execute and deliver a Supplement which will specify the Principal Terms of such new Series. The terms of such Trustee shall execute the Supplement may modify or amend and the terms of this Agreement solely as applied to such new Series. The obligation of the Trustee to authenticate Transferors shall execute the Investor Certificates of such Series and deliver such Investor Certificates to the Trustee for authentication. In connection with the issuance of a new Series of Investor Certificates, the designation of an Additional Transferor pursuant to Section 2.09(g) or at any other time, each Transferor may surrender its Transferor Certificate to the Trustee, if applicable, in exchange for a newly issued Transferor Certificate and a new certificate (a “Supplemental Certificate”), the terms of which shall be defined in a supplement (a “Transferor Certificate Supplement”) to execute and deliver the related this Agreement (which Transferor Certificate Supplement is shall be subject to Section 13.01 to the extent that it amends any of the terms of this Agreement) to be delivered to or upon the order of such Transferor; provided, however, that if the Holders of the Transferor Certificates have elected to have their interests in the Transferors’ Interest be uncertificated, then such uncertificated interests shall represent the Transferors’ Interest before and immediately after the designation of such Additional Transferor pursuant to Section 2.09(g). The issuance of any such Investor Certificates or Supplemental Certificate shall be subject to satisfaction of the following conditions:
(i) on or before the fifth Business Day day immediately preceding the Series Issuance Date, the surrender and exchange of the Transferor Certificates or the exchange of the uncertificated interests in the Transferors’ Interest, as the case may be, such Transferor shall have given the Trustee, the Servicer, Servicer and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement notice (unless such notice requirement is otherwise waived) of such issuance and the Series Issuance Date, of such surrender and exchange of the Transferor Certificates or of such exchange of the uncertificated interests in the Transferors’ Interest, as the case may be;
(ii) the such Transferor shall have delivered to the Trustee the related Supplement or Transferor Certificate Supplement, as applicable, in form satisfactory to the Trustee, executed by each party hereto (other than the TrusteeTrustee and the Holder of the Supplemental Certificate, if any);
(iii) the such Transferor shall have delivered to the Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee;
(iv) the Transferor Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect issuance, such surrender and shall have delivered copies exchange of each the Transferor Certificates or such written notice to exchange of the Servicer and uncertificated interests in the TrusteeTransferors’ Interest, as the case may be;
(v) such issuance, such surrender and exchange or such exchange, as the case may be, will not result in any Adverse Effect and such Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the such Transferor, dated the Series Issuance Date, the date of such surrender and exchange or the date of such exchange, as the case may be, to the effect that the such Transferor reasonably believes that such issuance issuance, such surrender and exchange or such exchange, as the case may be, will not, based on the facts known to such officer at the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Serieshave an Adverse Effect;
(vi) the Transferor Transferors shall have delivered to the Trustee, Trustee (with a copy to each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement Agency) a Tax Opinion, dated the Series Issuance DateDate or the date of such surrender and exchange or such exchange, as the case may be, with respect to such issuance; , such surrender and exchange or such exchange, respectively, and
(vii) , in connection with any such exchange, after giving effect to such exchange, the Transferors or other Holders of the Original Transferor Certificate shall have delivered to a remaining interest in the Trustee and any Series Enhancer entitled thereto pursuant to Trust of not less than, in the relevant Supplement an Officer’s Certificate of the Transferoraggregate, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage 2% of the total amount of Principal Receivables, Receivables and funds on deposit in each case the Special Funding Account and the Principal Funding Account;
(vii) the aggregate amount of Principal Receivables plus the principal amount of any Participation Interest theretofore conveyed to the Trust as of the Series Issuance Date, the date of such surrender and exchange or the date of such exchange, as the case may be, shall be greater than the Required Minimum Principal Balance as of the Series Issuance Date, the date of such surrender and exchange, or the date of such exchange, as the case may be, and after giving effect to such issuance, such surrender and exchange or such exchange, respectively; and
(viii) the Seller’s Interest Amount as of the Series Issuance Date, the date of such surrender and exchange or the date of such exchange, as the case may be, shall be greater than the Required Seller’s Interest Amount as of the Series Issuance Date, the date of such surrender and exchanges, or the date of such exchange, as the case may be, and after giving effect to such issuance, such surrender and exchange or such exchange, respectively. In addition, the each Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate the Investor Certificates of such Series upon execution thereof by the Transferor.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Any Supplemental Certificate as provided in Section 6.01 hereof, then the Transferor may surrender the Base Certificate to the Trustee in exchange for a newly issued Base Certificate and one or more additional certificates (each, a “Supplemental Certificate”), the terms of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(a) to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificateuncertificated interest) held by any Person, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and
(ii) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion dated Investor Certificate held by any Transferor at any time after the date of such exchange (or transfer or exchange as provided in the next sentence)its initial issuance, with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction the delivery to the Trustee of a Tax Opinion dated as of the conditions set forth in clauses date of such transfer or exchange, as the case may be, with respect to such transfer or exchange.
(c) (i) and (ii) above. Notwithstanding anything in this Agreement The Transferors may from time to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to time direct the Trustee, on behalf of the Trust, to issue additional Investor Certificates equal in rank to an outstanding Series or Class of Investor Certificates in all respects, except that interest shall begin accruing on the additional Investor Certificates on the related issuance date. Such additional Investor Certificates may be consolidated and form a single Series or Class with the previously issued Investor Certificates and shall have its interest in the Transferor’s Interest be (i) an uncertificated interest same terms as to status, redemption, or (ii) evidenced by a certificateotherwise as the previously issued Series or Class of Investor Certificates. If In addition, the Holder Transferors may retain the Investor Certificates of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued Series or Class upon initial issuance or upon a reopening of a Series or Class of Investor Certificates and may sell them on a subsequent date. The Transferors and the Trustee shall make not be required to provide prior notice to, or to obtain the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner consent of, any Certificateholder of any such uncertificated interest elects outstanding Series or Class of Investor Certificates to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplementissue any additional Investor Certificates of an outstanding Series or Class of Investor Certificates.
Appears in 1 contract
Samples: Pooling and Servicing Agreement
New Issuances. (a) The Transferor may from time to time direct the Trustee Trustee, on behalf of the Trust, to authenticate issue one or more new Series of Investor CertificatesCertificates pursuant to a Supplement. The Investor Certificates of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or ClassSeries, as provided in the related Supplement.
(b) On or before the Series Initial Issuance Date relating to any new Series, the parties hereto will execute and deliver a Supplement which will specify the Principal Terms of such new Series. The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. The obligation of the Trustee to authenticate issue the Investor Certificates of such new Series and to execute and deliver the related Supplement is subject to the satisfaction of the following conditions:
(i) on or before the fifth tenth Business Day immediately preceding the Series Initial Issuance DateDate for such Series, the Transferor shall have given the Trustee, the Servicer, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement Enhancement Provider written notice of such issuance and the Series Initial Issuance DateDate for such Series;
(ii) the Transferor shall have delivered to the Trustee the related Supplement, in form satisfactory to the Trustee, executed by each party hereto thereto other than the Trustee;
(iii) the Transferor shall have delivered to the Trustee any related Enhancement Agreement executed by each of the parties thereto, party thereto other than the Trustee;
(iv) the Transferor shall have received written notice from each Rating Agency shall have notified the Transferor, the Servicer, the Trustee and any Enhancement Provider in writing that the issuance of such issuance new Series of Investor Certificates will not have result in a Ratings Effect and shall have delivered copies reduction or withdrawal of each such written notice the rating of any outstanding Series with respect to the Servicer and the Trusteewhich it is a Rating Agency;
(v) such issuance will not result in the occurrence of an Early Amortization Event and the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement Enhancement Provider an Officer’s Certificate of the Transferor's Certificate, dated the Initial Issuance Date for such Series Issuance Date(upon which the Trustee may conclusively rely), to the effect that the Transferor reasonably believes that such issuance will not, based on not result in the facts known occurrence of an Early Amortization Event and is not reasonably expected to such officer result in the occurrence of an Early Amortization Event at any time in the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Seriesfuture;
(vi) the Transferor shall have delivered to the Trustee, each Rating Agency Trustee and any Series Enhancer entitled thereto pursuant Enhancement Provider an Opinion of Counsel to the relevant effect that the issuance of the Investor Certificates of such Series (A) has been, or need not be, registered under the Act and will not result in the requirement that any other Series not registered under the Act be so registered (unless the Transferor has elected, in its sole discretion, to register such Certificates), (B) will not result in the Trust becoming subject to registration as an investment company under the Investment Company Act and (C) will not require this Agreement or the related Supplement a Tax Opinionto be qualified under the Trust Indenture Act of 1939, dated as amended (unless the Series Issuance DateTransferor has elected, with respect in its sole discretion, to such issuance; andso qualify the Agreement or the related Supplement);
(vii) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the TransferorEnhancement Provider a Tax Opinion, dated the Series Initial Issuance Date for such Series, with respect to such issuance;
(viii) such issuance will not result in the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage aggregate of the total amount of Principal Receivables, in each case as of the Floating Allocation Percentages for all outstanding Series Issuance Date, and (after giving effect to such new issuance. In addition) exceeding 100%;
(ix) to the extent required in the related Supplement or Certificate Purchase Agreement, the Transferor agrees to provide notice shall have provided each letter of new issuances of Series of Investor Certificates as may be credit or other credit enhancement required by such Supplement or Certificate Purchase Agreement; and
(x) the Receivables Purchase Agreements and the Parent Undertaking Agreement shall be in accordance with Item 1121(a)(14) of Regulation ABfull force and effect. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate the Transferor shall execute and deliver to the Trustee the Investor Certificates of such Series for authentication and redelivery to or upon execution thereof by the written order of the Transferor. Notwithstanding the provisions of this section 6.08(b), prior to the execution of any Supplement, the Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such Supplement is authorized or permitted by this Agreement and any Supplement related to any outstanding Series. The Trustee may, but shall not be obligated to, enter into any such Supplement which adversely affects the rights, duties or immunities under this Agreement of the Person, solely in its individual capacity then serving as Trustee (but not its rights, duties or immunities as Trustee).
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the The Transferor may surrender the Base Transferor Certificate to the Trustee in exchange for a newly issued Base Transferor Certificate and one or more additional certificates a second certificate (each, a “"Supplemental Certificate”"), the terms of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(a) 13.01 to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from delivered to the Trustee an Officer's Certificate certifying that the result obtained by multiplying (x) an amount equal to the excess of the Net Receivables Balance over the Trust Invested Amount by (y) the percentage equivalent of the portion of the Transferor Interest represented by the Transferor Certificate, shall not be less than 2% of the Outstanding Balance of all Receivables owned by the Trust, in each case as of the date of, and after giving effect to, such exchange;
(ii) the Rating Agency that Condition shall have been satisfied with respect to such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee); and
(iiiii) the Transferor shall have delivered to the Trustee, each Rating Agency Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement Enhancement Provider a Tax Opinion Opinion, dated the date of such exchange (or transfer or exchange as provided in the next sentencebelow), with respect thereto. The Transferor Certificate will at all times be beneficially owned by the Transferor. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (iii) and (iiiii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Zenith Electronics Corp)
New Issuances. (a) The Transferor Pursuant to one or more Indenture Supplements, the Seller may from time to time direct the Trustee Owner Trustee, on behalf of the Issuer, to authenticate issue one or more new Series of Investor CertificatesNotes (a "New Issuance"). The Investor Certificates Notes of all outstanding Series ------------ shall be equally and ratably entitled as provided herein to the benefits of this Agreement Indenture without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement Indenture and the applicable Indenture Supplement except, with respect to any Series or Class, as provided in the related Indenture Supplement. Interest on and principal of the Notes of each outstanding Series shall be paid as specified in the Indenture Supplement relating to such outstanding Series.
(b) On or before the Series Issuance Closing Date relating to any new SeriesSeries of Notes, the parties hereto will execute and deliver a an Indenture Supplement which will specify the Principal Terms of such new Series. The terms of such Indenture Supplement may modify or amend the terms of this Agreement Indenture solely as applied to such new Series. The obligation of the Owner Trustee to execute, on behalf of the Issuer, the Notes of any Series and of the Indenture Trustee to authenticate such Notes (other than any Series issued pursuant to an Indenture Supplement dated as of the Investor Certificates of such new Series date hereof) and to execute and deliver the related Indenture Supplement is subject to the satisfaction of the following conditions:
(i) on or before the fifth Business Day immediately preceding the Series Issuance Date, Closing Date the Transferor Seller shall have given the Owner Trustee, the ServicerIndenture Trustee, the Servicer and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement notice (unless such notice requirement is otherwise waived) of such issuance and the Series Issuance Closing Date;
(ii) the Transferor Seller shall have delivered to the Owner Trustee and the Indenture Trustee any related Indenture Supplement, in form satisfactory to the Owner Trustee and the Indenture Trustee, executed by each party hereto (other than the Indenture Trustee);
(iii) the Transferor Seller shall have delivered to the Owner Trustee and the Indenture Trustee any related Enhancement Agreement executed by each of the parties thereto, other than Seller and the TrusteeSeries Enhancer;
(iv) the Transferor Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trusteeissuance;
(v) such issuance will not result in any Adverse Effect and the Transferor Seller shall have delivered to the Owner Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement Indenture Trustee an Officer’s Certificate of the Transferor's Certificate, dated the Series Issuance Date, Closing Date to the effect that the Transferor Seller reasonably believes that such issuance will not, based on the facts known to such officer at the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Serieshave an Adverse Effect;
(vi) the Transferor Seller shall have delivered to the Trustee, Owner Trustee and the Indenture Trustee (with a copy to each Rating Agency and any Series Enhancer entitled thereto pursuant Agency) (A) an Opinion of Counsel, dated the Closing Date with respect to such issuance, to the relevant Supplement effect that, except as otherwise stated in the related Indenture Supplement, the Notes of the new Series will be characterized as debt for federal income tax purposes and (B) a Tax Opinion, dated the Series Issuance Date, Closing Date with respect to such issuance; and
(vii) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) Aggregate Principal Balance shall not be less than the Specified Percentage of the total amount of Minimum Aggregate Principal Receivables, in each case Balance as of the Series Issuance Date, Closing Date and after giving effect to such issuance. In addition, the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14.
(c) of Regulation AB. Upon satisfaction of the above conditions, pursuant to Section 2.3, ----------- the Owner Trustee, on behalf of the Issuer, shall execute and the Indenture Trustee shall execute upon written direction of the Supplement Issuer authenticate and authenticate deliver the Investor Certificates Notes of such Series upon execution thereof by as provided in this Indenture and the Transferorapplicable Indenture Supplement.
(cd) If The Issuer may direct the Transferor elects Indenture Trustee in writing to have all or a portion of its interest deposit the net proceeds from any New Issuance in the Transferor’s Interest evidenced by Excess Funding Account. The Issuer may also specify that on any Transfer Date the Base Certificate as provided in Section 6.01 hereof, then proceeds from the Transferor may surrender the Base Certificate to the Trustee in exchange for a newly issued Base Certificate and one or more additional certificates (each, a “Supplemental Certificate”), the terms sale of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(a) to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and
(ii) the Transferor shall have delivered to the Trustee, each Rating Agency and any new Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion dated the date of such exchange (or transfer or exchange as provided in the next sentence), with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of withdrawn from the conditions set forth in clauses (i) Excess Funding Account and (ii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplementtreated as Shared Principal Collections.
Appears in 1 contract
New Issuances. (a) The Transferor Seller may from time to time direct the Trustee Trustee, on behalf of the Trust, to authenticate issue one or more new Series of Investor Certificatescertificates. The Investor Certificates of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement.
(b) On or before the Series series Issuance Date relating to any new Series, the parties hereto will execute and deliver a Supplement which will specify the Principal Terms of such new Series. The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. The obligation of the Trustee to authenticate issue the Investor Certificates of such new Series and to execute and deliver the related Supplement is subject to the satisfaction of the following conditions:
(i) on or before the fifth Business Day immediately preceding the Series Issuance Date, the Transferor Seller shall have given the Trustee, the Servicer, each Rating Agency Agency, any Agent and any Series Enhancer entitled thereto pursuant to the relevant Supplement Enhancement Provider notice of such issuance and the Series Issuance Date;
(ii) the Transferor Seller shall have delivered to the Trustee the related Supplement, in form satisfactory to the Trustee, executed by each party hereto other than the Trustee;
(iii) the Transferor Seller shall have delivered to the Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee;
(iv) the Transferor Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trusteeissuance;
(v) such issuance will not result in the Transferor occurrence of an Early Amortization Event and the Seller shall have delivered to the Trustee Trustee, any Agent and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate Enhancement Provider a certificate of the Transferora Vice President or more senior officer, dated the Series Issuance Date, to the effect that the Transferor Seller reasonably believes that such issuance will not, based on not result in the facts known occurrence of an Early Amortization Event and is not reasonably expected to such officer result in the occurrence of an Early Amortization Event at any time in the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Seriesfuture;
(vi) the Transferor Seller shall have delivered to the Trustee, each Rating Agency Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement Enhancement Provider a Tax Opinion, dated the Series Issuance Date, with respect to such issuance; and;
(vii) the Transferor shall have delivered to result obtained by multiplying (x) the Trustee and any Series Enhancer entitled thereto pursuant to Seller's Participation Amount by (y) the relevant Supplement an Officer’s Certificate percentage equivalent of the Transferor, dated portion of the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest Seller's Interest represented by any Supplemental the CARCO Certificate) , shall not be less than the Specified Percentage 2% of the total amount of Principal ReceivablesPool Balance, in each case as of the Series Issuance Date, and after giving effect to such issuance. In addition; and
(viii) if such Series pursuant to Section 4.03(e)(i) is to be allocated Collections with respect to the Collection Period in which the Series Cut-Off Date falls, the Transferor agrees Pool Balance on the first day of such Collection Period (after giving effect to provide notice any Accounts added to the Trust on or prior to the Series Issuance Date) shall equal or exceed the Required Participation Amount on the first day of new issuances such Collection Period (after giving effect to each Series (including such Series) theretofore issued which are to be allocated Collections with respect to such Collection Period) and the Seller shall have delivered to the Trustee, any Agent and any Enhancement Provider a certificate of a Vice President or more senior officer, dated the Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation ABIssuance Date, to such effect. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate issue to the Seller the Investor Certificates of such Series upon for execution thereof by and redelivery to the TransferorTrustee for authentication. With respect to any Enhancement that consists of an interest rate swap or any other swap or derivative instrument (each, a "derivative instrument"), such derivative instrument shall be entered into at the time of issuance of the related series of Investor Certificates, at the time of issuance shall not have a notional amount in excess of the principal amount of the related Investor Certificates and is not thereafter expected to exceed such principal amount, shall not require the Trust to make discretionary decisions (other than decisions relating to the servicing of the Receivables) and shall have characteristics that relate to and are intended to hedge (partly or fully) against some risk or risks related to such Investor Certificates or the Receivables or Eligible Investments.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor The Seller may surrender the Base CARCO Certificate to the Trustee in exchange for a newly issued Base CARCO Certificate and one or more additional certificates a second certificate (each, a “"Supplemental Certificate”"), the terms of which shall be defined in a Supplement supplement to this Agreement (which Supplement supplement shall be subject to Section 13.01(a) 13.01 to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor Seller (or the Holder holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor result obtained by multiplying (x) the Seller's Participation Amount by (y) the percentage equivalent of the portion of the Seller's Interest represented by the CARCO Certificate, shall not be less than 2% of the Pool Balance, in each case as of the date of, and after giving effect to, such exchange;
(ii) the Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; ): and
(iiiii) the Transferor Seller shall have delivered to the Trustee, each Rating Agency any Agent and any Series Enhancer entitled thereto pursuant to the relevant Supplement Enhancement Provider a Tax Opinion opinion, dated the date of such exchange (or transfer or exchange as provided in the next sentencebelow), with respect thereto. The CARCO Certificate will at all times be beneficially owned by the Seller. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (iii) and (iiiii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Daimlerchrysler Wholesale Receivables LLC)
New Issuances. (a) The Transferor Seller may from time to time direct the Trustee Trustee, on behalf of the Trust, to authenticate issue one or more new Series of Investor CertificatesCertificates pursuant to a Supplement. The Investor Certificates of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits benefit of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement.
(b) On or before the Series Issuance Date relating to any new Series, the parties hereto will execute and deliver a Supplement which will specify the Principal Terms of such new Series. The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. The obligation of the Trustee to authenticate issue the Investor Certificates of such new Series and to execute and deliver the related Supplement is subject to the satisfaction of the following conditions:
(i) on or before the fifth Business Day immediately preceding the Series Issuance Date, the Transferor Seller shall have given the Trustee, the Servicer, each Rating Agency (insofar as Rating Agencies are rating any outstanding Series), any Agent and any Series Enhancer entitled thereto pursuant to the relevant Supplement Enhancement Provider written notice of such issuance and the Series Issuance Date;
(ii) the Transferor Seller shall have delivered to the Trustee the related Supplement, in form satisfactory to the Trustee, executed by each party hereto other than the Trustee;
(iii) the Transferor Seller shall have delivered to the Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee;
(iv) the Transferor shall have received written notice from each Rating Agency that such issuance will not have a Ratings Effect and shall have delivered copies result in the occurrence of each such written notice to the Servicer an Early Amortization Event and the Trustee;
(v) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor, dated the Series Issuance Date, to the effect that the Transferor reasonably believes that such issuance will not, based on the facts known to such officer at the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Series;
(vi) the Transferor Seller shall have delivered to the Trustee, each Rating Agency any Agent and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax OpinionEnhancement Provider an Officer's 45 Certificate, dated the Series Issuance DateDate (upon which the Trustee may conclusively rely), with respect to the effect that the Seller reasonably believes that such issuanceissuance will not result in the occurrence of an Early Amortization Event and is not reasonably expected to result in the occurrence of an Early Amortization Event at any time in the future; and
(viiv) the Transferor Seller shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate Opinion of the Transferor, dated the Series Issuance Date Counsel to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage issuance of the total amount of Principal Receivables, in each case as of the Series Issuance Date, and after giving effect to such issuance. In addition, the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate the Investor Certificates of such Series upon execution thereof by (A) has been, or need not be, registered under the Transferor.
(c) If the Transferor elects to have all or a portion Securities Act of its interest 1933, as amended, and will not result in the Transferor’s Interest evidenced by requirement that any other Series of Investor Certificates not registered under the Base Certificate Securities Act of 1933, as provided amended, be so registered (unless the Seller has elected, in Section 6.01 hereofits sole discretion, then the Transferor may surrender the Base Certificate to the Trustee in exchange for a newly issued Base Certificate and one or more additional certificates (each, a “Supplemental Certificate”register such Certificates), the terms of which shall be defined in a Supplement and (which Supplement shall be subject to Section 13.01(a) to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided belowB) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and
(ii) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion dated the date of such exchange (or transfer or exchange as provided result in the next sentence)Trust becoming subject to registration as an investment company under the Investment Company Act of 1940, with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (i) as amended, and (iiC) above. Notwithstanding anything in will not require this Agreement to the contrary and subject to or the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice Supplement to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of qualified under the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner Indenture Act of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate1939, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplement.as amended;
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Federal Mogul Corp)
New Issuances. (a) The Transferor Issuer may from time to time direct the Trustee to authenticate issue one or more new Series of Investor CertificatesNotes (each such issuance a “New Issuance”) pursuant to one or more Indenture Supplements. The Investor Certificates Notes of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement Indenture without preference, priority or distinctiondistinction on account of the actual time of the authentication and delivery or Stated Maturity Date, all in accordance with the terms and provisions of this Agreement Indenture and the applicable Indenture Supplement except, with respect to any Series or Class, as provided in the related Indenture Supplement. The total principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is not limited. Interest on the Notes of all outstanding Series shall be paid on the dates specified in or pursuant to the Indenture Supplement relating to such outstanding Series. Principal of the Notes of each outstanding Series shall be paid on the date specified in or pursuant to the Indenture Supplement relating to such outstanding Series.
(b) On or before the Series Issuance Date relating to any new SeriesSeries of Notes, the parties hereto will execute and deliver a an Indenture Supplement which will specify the Principal Terms of such new Series. The terms of such Indenture Supplement may modify or amend the terms of this Agreement Indenture solely as applied to such new Series. The obligation of Indenture Trustee shall execute the Trustee to authenticate Indenture Supplement and the Investor Certificates Issuer shall execute the Notes of such new Series and to execute and deliver the Notes to the Indenture Trustee for authentication and delivery. The issuance of any such Notes of any new Series (other than the Series issued pursuant to the Indenture Supplement dated as of the date hereof) and the execution and delivery of the related Indenture Supplement is shall be subject to the satisfaction of the following conditions:
(i) on or before the fifth Business Day (5th) day immediately preceding the Series Issuance Date, Date the Transferor Issuer shall have given notice to the Indenture Trustee, the ServicerOwner Trustee, the Servicer and each Rating Agency and Agency, if any, that has rated any Series Enhancer entitled thereto pursuant to or Class within the relevant Supplement applicable Group (unless such notice requirement is otherwise waived) of such issuance and the Series Issuance Date;
(ii) the Transferor Issuer shall have delivered to the Indenture Trustee and the Owner Trustee any related Indenture Supplement, in a form satisfactory to the Indenture Trustee and the Owner Trustee, executed by each party hereto (other than the Indenture Trustee) and specifying the relevant Principal Terms;
(iii) the Transferor Issuer shall have delivered to the Indenture Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Indenture Trustee and the Owner Trustee, as the case may be;
(iv) the Transferor Rating Agency Condition, if applicable, shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trusteeissuance;
(v) the Transferor Issuer shall have delivered to the Indenture Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement Owner Trustee an Officer’s Certificate of the TransferorCertificate, dated the Series Issuance Date, Date to the effect that that
(1) the Transferor reasonably believes that such issuance will not, based on the facts known to the Person executing such officer at Officer’s Certificate, have an Adverse Effect or result in the time occurrence of a Default, Event of Default, Amortization Event, Potential Amortization Event, Servicer Default or Potential Servicer Default for any Series then Outstanding and (2) all conditions precedent to such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Seriesissuance have been satisfied;
(vi) the Transferor Amount shall be greater than the Minimum Transferor Amount after giving effect to such issuance, and the Issuer shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion, dated the Series Issuance Date, with respect to such issuance; and
(vii) the Transferor shall have delivered to the Indenture Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the TransferorIssuer to such effect;
(vii) the Issuer shall have delivered to the Indenture Trustee (with a copy to each Rating Agency, as applicable) a Tax Opinion, addressing the New Issuance; and
(viii) the Issuer shall have delivered to the Indenture Trustee and the Owner Trustee an Officer’s Certificate, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount no Default, Event of Default, Amortization Event, Potential Amortization Event, Servicer Default or Potential Servicer Default for any Series then Outstanding has occurred and is continuing.
(excluding the interest represented by any Supplemental Certificatec) shall not be less than the Specified Percentage of the total amount of Principal Receivables, in each case as of the Series Issuance Date, and after giving effect to such issuance. In addition, the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. Upon satisfaction of the above conditionsconditions (except with respect to the initial Series of Notes issued on the Initial Closing Date to which the above conditions do not apply), pursuant to Section 2.3, the Trustee Owner Trustee, on behalf of the Issuer, shall execute and upon receipt of an Issuer Order the Supplement Indenture Trustee or its authenticating agent shall authenticate and authenticate deliver the Investor Certificates Notes of such Series as provided in this Indenture and the applicable Indenture Supplement. Notwithstanding the provisions of this Section 2.12, prior to the execution of any Indenture Supplement executed after the Initial Closing Date, the Indenture Trustee and the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution thereof of such Indenture Supplement is authorized or permitted by this Indenture and any Indenture Supplement related to any outstanding Series and all conditions precedent to such execution have been satisfied. The Indenture Trustee and the TransferorOwner Trustee shall not be obligated to enter into any such Indenture Supplement which adversely affects the Indenture Trustee’s or the Owner Trustee’s own rights, duties or immunities under this Indenture.
(cd) If The net proceeds from the New Issuance of any new Series of Notes or the increase in the Invested Amount of any Series of Notes, first, shall be deposited into the Excess Funding Account such that the Transferor elects to have all or a portion of its interest in Amount is not less than the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Minimum Transferor may surrender the Base Certificate to the Trustee in exchange for a newly issued Base Certificate Amount (if and one or more additional certificates (each, a “Supplemental Certificate”), the terms of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(a) to the extent that it amends any of the terms of this Agreementnecessary), to and, second, shall be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice paid to the Servicer and the Trustee; and
Equity Certificateholder (ii) the Transferor shall have delivered or, to the Trusteeextent requested by the Equity Certificateholder, each Rating Agency and any Series Enhancer entitled thereto pursuant to deposited into the relevant Supplement a Tax Opinion dated the date of such exchange (or transfer or exchange as provided in the next sentenceExcess Funding Account), with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (i) and (ii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplement.
Appears in 1 contract
New Issuances. (a) The Pursuant to one or more Indenture Supplements, the Transferor may from time to time direct the Trustee Owner Trustee, on behalf of the Issuer, to authenticate issue one or more new Series of Investor CertificatesNotes (a "New Issuance"). The Investor Certificates Notes of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement Indenture without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement Indenture and the applicable Indenture Supplement except, with respect to any Series or Class, as provided in the related Indenture Supplement. Interest on the Notes of all outstanding Series shall be paid on each Payment Date as specified in the Indenture Supplement relating to such outstanding Series. Principal of the Notes of each outstanding Series shall be paid as specified in the Indenture Supplement relating to such outstanding Series.
(b) On or before the Series Issuance Date relating to any new SeriesSeries of Notes, the parties hereto will execute and deliver a an Indenture Supplement which will specify the Principal Terms of such new Series. The terms of such Indenture Supplement may modify or amend the terms of this Agreement Indenture solely as applied to such new Series. The obligation of the Owner Trustee to execute, on behalf of the Issuer, the Notes of any Series and of the Indenture Trustee to authenticate such Notes (other than any Series issued pursuant to an Indenture Supplement dated as of the Investor Certificates of such new Series date hereof) and to execute and deliver the related Indenture Supplement is subject to the satisfaction of the following conditions:
(i) on or before the fifth Business Day day immediately preceding the Series Issuance Date, Date the Transferor shall have given the Owner Trustee, the ServicerIndenture Trustee, the Servicer and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement notice (unless such notice requirement is otherwise waived) of such issuance and the Series Issuance Date;
(ii) the Transferor shall have delivered to the Owner Trustee and the Indenture Trustee any related Indenture Supplement, in form satisfactory to the Owner Trustee and the Indenture Trustee, executed by each party hereto (other than the Indenture Trustee);
(iii) the Transferor shall have delivered to the Owner Trustee and the Indenture Trustee any related Enhancement Agreement executed by each of the parties thereto, other than Transferor and the TrusteeSeries Enhancer;
(iv) the Transferor Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trusteeissuance;
(v) such issuance will not result in any Adverse Effect and the Transferor shall have delivered to the Owner Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement Indenture Trustee an Officer’s Certificate of the Transferor's Certificate, dated the Series Issuance Date, Date to the effect that the Transferor reasonably believes that such issuance will not, based on the facts known to such officer at the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Serieshave an Adverse Effect;
(vi) the Transferor shall have delivered to the Trustee, Owner Trustee and the Indenture Trustee (with a copy to each Rating Agency and any Agency) (a) an Opinion of Counsel, dated the Series Enhancer entitled thereto pursuant Issuance Date with respect to such issuance, to the relevant Supplement effect that, except as otherwise stated in the related Indenture Supplement, the Notes of the new Series will be characterized as debt for federal income tax purposes and (b) a Tax Opinion, dated the Series Issuance Date, Date with respect to such issuance; and
(vii) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage of the total aggregate amount of Principal ReceivablesReceivables theretofore conveyed to the Trust shall be greater than the Required Minimum Principal Balance and the Transferor Interest shall be greater than the Required Transferor Interest, in each case as of the Series Issuance Date, Date and after giving effect to such issuance. In addition, the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14.
(c) of Regulation AB. Upon satisfaction of the above conditions, pursuant to Section 2.03, the Owner Trustee, on behalf of the Issuer, shall execute and the Indenture Trustee shall execute authenticate and deliver the Supplement and authenticate the Investor Certificates Notes of such Series as provided in this Indenture and the applicable Indenture Supplement. Notwithstanding the provisions of this Section 2.12, prior to the execution of any Indenture Supplement, the Indenture Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution thereof of such Indenture Supplement is authorized or permitted by this Indenture and any Indenture Supplement related to any outstanding Series. The Indenture Trustee may, but shall not be obligated to, enter into any such Indenture Supplement which adversely affects the TransferorIndenture Trustee's own rights, duties or immunities under this Indenture.
(cd) If The Issuer may direct the Transferor elects Indenture Trustee to have all or a portion of its interest deposit the net proceeds from any New Issuance in the Transferor’s Interest evidenced by Excess Funding Account. The Issuer may also specify that on any Transfer Date the Base Certificate as provided in Section 6.01 hereof, then proceeds from the Transferor may surrender the Base Certificate to the Trustee in exchange for a newly issued Base Certificate and one or more additional certificates (each, a “Supplemental Certificate”), the terms sale of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(a) to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and
(ii) the Transferor shall have delivered to the Trustee, each Rating Agency and any new Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion dated the date of such exchange (or transfer or exchange as provided in the next sentence), with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of withdrawn from the conditions set forth in clauses (i) Excess Funding Account and (ii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplementtreated as Shared Principal Collections.
Appears in 1 contract
Samples: Master Indenture (Advanta Business Recievables Corp)
New Issuances. (a) The Transferor may from time to time ------------- direct the Trustee Trustee, on behalf of the Trust, to authenticate issue one or more new Series of Investor CertificatesCertificates pursuant to a Supplement. The Investor Certificates of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement.
(b) On or before the Series Issuance Date relating to any new Series, the parties hereto will execute and deliver a Supplement which will specify the Principal Terms of such new Series. The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. The obligation of the Trustee to authenticate issue the Investor Certificates of such new Series and to execute and deliver the related Supplement is subject to the satisfaction of the following conditions:
(i) on or before the fifth Business Day immediately preceding the Series Issuance Date, the Transferor shall have given the Trustee, the Master Servicer, each Rating Agency Agency, any Agent and any Series Enhancer entitled thereto pursuant to the relevant Supplement Enhancement Provider written notice of such issuance and the Series Issuance Date;
(ii) the Transferor shall have delivered to the Trustee the related Supplement, in form satisfactory to the Trustee, executed by each party hereto other than the Trustee;
(iii) the Transferor shall have delivered to the Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee;
(iv) the Transferor Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trusteeissuance;
(v) such issuance will not result in the occurrence of an Early Amortization Event and the Transferor shall have delivered to the Trustee Trustee, any Agent and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate Enhancement Provider a certificate of the Transferorone of its duly appointed managers, dated the Series Issuance Date, to the effect that the Transferor reasonably believes that such issuance will not, based on not result in the facts known occurrence of an Early Amortization Event and is not reasonably expected to such officer result in the occurrence of an Early Amortization Event at any time in the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Seriesfuture;
(vi) the Transferor shall have delivered to the Trustee, each Rating Agency Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement Enhancement Provider a Tax Opinion, dated the Series Issuance Date, with respect to such issuance; and
(vii) the Transferor shall have delivered to result obtained by multiplying (x) the Trustee and any Series Enhancer entitled thereto pursuant to Transferor's Participation Amount by (y) the relevant Supplement an Officer’s Certificate percentage equivalent of the portion of the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest 's Interest represented by any Supplemental the FCAR Certificate) , shall not be less than the Specified Percentage 2% of the total amount of Principal ReceivablesPool Balance, in each case as of the Series Issuance Date, and after giving effect to such issuance. In addition, the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate issue to the Transferor the Investor Certificates of such Series upon for execution thereof by and redelivery to the TransferorTrustee for authentication.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the The Transferor may surrender the Base FCAR Certificate to the Trustee in exchange for a newly issued Base FCAR Certificate and one or more additional certificates a second certificate (each, a “"Supplemental Certificate”"), the terms of which shall be defined in a Supplement ------------------------ supplement to this Agreement (which Supplement shall be subject to Section 13.01(a) 13.01 hereof to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor result obtained by multiplying (x) the Transferor's Participation Amount by (y) the percentage equivalent of the portion of the Transferor's Interest represented by the FCAR Certificate, shall not be less than 2% of the Pool Balance, in each case as of the date of, and after giving effect to, such exchange;
(ii) the Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee); and
(iiiii) the Transferor shall have delivered to the Trustee, each Rating Agency any Agent and any Series Enhancer entitled thereto pursuant to the relevant Supplement Enhancement Provider a Tax Opinion Opinion, dated the date of such exchange (or transfer or exchange as provided in the next sentencebelow), with respect thereto. The FCAR Certificate will at all times be beneficially owned by the Transferor. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (iii) and (iiiii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Ford Credit Auto Receivables LLC)
New Issuances. (a) The Transferor Pursuant to one or more Indenture Supplements, the Issuer may from time to time direct the Trustee to authenticate issue one or more new Series of Investor CertificatesNotes (a "New Issuance"). ------------ The Investor Certificates Notes of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement Indenture without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement Indenture and the applicable Supplement exceptIndenture Supplement, with respect to any Series or Class, except as provided in the related SupplementIndenture Supplement with respect to any Series. Interest on the Notes of all outstanding Series shall be paid on each Payment Date therefor as specified in the Indenture Supplement relating to such outstanding Series. Principal of the Notes of each outstanding Series shall be paid as specified in the Indenture Supplement relating to such outstanding Series.
(b) On or before the Series Issuance Date relating to for any new SeriesSeries of Notes, the parties hereto will shall execute and deliver a an Indenture Supplement which will specify specifying the Principal Terms of such new Series. The terms of such Indenture Supplement may modify or amend the terms of this Agreement Indenture solely as applied to such new Series. The obligation of the Trustee Authentication Agent to authenticate and deliver the Investor Certificates Notes of such new any Series to or upon the order of the Issuer (other than any Series issued pursuant to an Indenture Supplement dated as of the date hereof) and the obligation of the Authentication Agent and the Indenture Trustee to execute and deliver the related Indenture Supplement is subject to the satisfaction of the following conditions:
(i) on or before the fifth Business Day 30th day immediately preceding the Series Issuance Date, the Transferor Issuer shall have given the Indenture Trustee, the Servicer, the Paying Agent, the Authentication Agent, the Transfer Agent and Registrar, each Series Enhancer and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement written notice (unless such notice requirement is otherwise waived) of such issuance and the applicable Series Issuance Date;
(ii) the Transferor Issuer shall have delivered to the Authentication Agent and the Indenture Trustee the any related Indenture Supplement, in form satisfactory to the Authentication Agent and the Indenture Trustee, executed by each party hereto other than the Authentication Agent and the Indenture Trustee;
(iii) the Transferor Issuer shall have delivered to the Indenture Trustee any related Enhancement Agreement executed by each of the parties thereto, thereto other than the Indenture Trustee;
(iv) the Transferor Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trusteeissuance;
(v) the Transferor there shall have been delivered to the Indenture Trustee and any Series Enhancer entitled thereto (with a copy to each Rating Agency) (A) the Opinion of Counsel required pursuant to the relevant Supplement an Officer’s Certificate of the TransferorSection 3.05(a) and (B) a Tax --------------- Opinion with respect to such issuance, dated the applicable Series Issuance Date, to the effect that the Transferor reasonably believes that such issuance will not, based on the facts known to such officer at the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Series;
(vi) the Transferor Issuer and the Servicer shall each have delivered to the Indenture Trustee an Officer's Certificate to the effect that on the Series Issuance Date after giving effect to the issuance of such new Series of Notes, neither an Amortization Event nor an Unmatured Amortization Event with respect to any Series of Notes nor an Asset Deficiency or Event of Default is continuing or will occur as the result of the issuance of such Series of Notes;
(vii) the Issuer and the Servicer shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant Indenture Trustee an Officer's Certificate to the relevant Supplement a Tax Opinion, dated effect that on the Series Issuance DateDate after giving effect to the issuance of such new Series of Notes, all conditions precedent provided in this Indenture and the related Indenture Supplement with respect to such issuance; andthe authentication and delivery of the new Series of Notes have been complied with;
(viiviii) the Transferor Servicer shall have delivered to the Indenture Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferora Daily Receivables Activity Report disclosing that, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage of the total amount of Principal Receivables, in each case as of the Series Issuance Date, and after giving effect to such issuance. In additionNew Issuance, the Transferor agrees Net Eligible Receivables Balance will exceed the sum of the Target Receivables Amounts for all Series then outstanding; and
(ix) the Issuer shall have delivered to provide notice the Authentication Agent a written order or request signed in the name of new issuances the Issuer by any one of its Authorized Officers and delivered to the Authentication Agent authorizing and directing the authentication and delivery of the Notes of such Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14the Authentication Agent.
(c) of Regulation AB. Upon satisfaction of the above conditions, the Trustee Issuer shall execute execute, and the Supplement Authentication Agent shall authenticate and authenticate deliver, the Investor Certificates Notes of such Series upon execution thereof by the Transferor.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then this Indenture and the Transferor may surrender applicable Indenture Supplement. Neither the Base Certificate to Authentication Agent nor the Indenture Trustee in exchange for a newly issued Base Certificate and one or more additional certificates (each, a “Supplemental Certificate”), the terms of which shall be defined in a obligated to enter into any such Indenture Supplement (which Supplement shall be subject to Section 13.01(a) to that adversely affects the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (Authentication Agent's or the Holder of a Supplemental CertificateIndenture Trustee's own rights, in the case of the transfer duties or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and
(ii) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion dated the date of such exchange (or transfer or exchange as provided in the next sentence), with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (i) and (ii) above. Notwithstanding anything in immunities under this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related SupplementIndenture.
Appears in 1 contract
Samples: Master Indenture (Levi Strauss & Co)
New Issuances. (a) The Transferor Pursuant to one or more Indenture Supplements, the Transferors may from time to time direct the Trust to issue and the Indenture Trustee to authenticate one or more new Series of Investor CertificatesNotes (each such issuance a "New Issuance"). The Investor Certificates Notes of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement Indenture without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement Indenture and the applicable Indenture Supplement except, with respect to any Series or Class, as provided in the related Indenture Supplement. Interest on the Notes of all outstanding Series shall be paid on the dates specified in or pursuant to the Indenture Supplement relating to such outstanding Series. Principal of the Notes of each outstanding Series shall be paid as specified in or pursuant to the Indenture Supplement relating to such outstanding Series.
(b) On or before the Series Issuance Date relating to any new Series, the parties hereto will execute and deliver a an Indenture Supplement which will specify the Principal Terms of such new Series. The terms of such Indenture Supplement may modify or amend the terms of this Agreement Indenture solely as applied to such new Series. The obligation of the Indenture Trustee to authenticate the Investor Certificates of such new Series and to execute and deliver the related Supplement Notes of any Series (other than the first Series issued hereunder) is subject to the satisfaction of the following conditions:
(i) on or before the fifth Business Day day immediately preceding the Series Issuance Date, Date the Transferor Transferors shall have given the Indenture Trustee, the ServicerOwner Trustee, the Servicer and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement notice (unless such notice requirement is otherwise waived) of such issuance and the Series Issuance Date;
(ii) the Transferor Transferors shall have delivered to the Indenture Trustee the any related Indenture Supplement, in a form satisfactory to the Trustee, Indenture Trustee executed by each party hereto (other than the Indenture Trustee) and specifying the relevant Principal Terms;
(iii) the Transferor Transferors shall have delivered to the Indenture Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Indenture Trustee;
(iv) if any Notes are then outstanding and a rating is then maintained on any of such Notes, the Transferor Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trusteeissuance;
(v) the Transferor Transferors shall have delivered to the Trustee Trust and any Series Enhancer entitled thereto pursuant to the relevant Supplement Indenture Trustee an Officer’s Certificate of the Transferor's Certificate, dated the Series Issuance Date, Date to the effect that the each Transferor reasonably believes that such issuance will not, based on the facts known to such the officer or officers signing the certificate at the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Serieshave an Adverse Effect;
(vi) the Transferor Transferors shall have delivered to the Trustee, Indenture Trustee (with a copy to each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement Agency) a Tax Opinion, dated the Series Issuance Date, Date with respect to such issuance; and
(vii) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage of the total aggregate amount of Principal Receivables, Receivables in each case the related Pool shall be greater than the Required Minimum Principal Balance as of the Series Issuance Date, Date and after giving effect to such issuance. In addition, Any Note held by the Transferor agrees to provide notice Transferors at any time after the date of new issuances of Series of Investor Certificates as its initial issuance may be required by and transferred or exchanged only upon the delivery to the Indenture Trustee of a Tax Opinion dated as of the date of such transfer or exchange, as the case may be, with respect to such transfer or exchange.
(c) Any Indenture Supplement providing for the issuance of subseries of Notes within the Series subject to such Indenture Supplement may specify conditions, in accordance addition to the conditions applicable to each such subseries as a Series hereunder, for issuance of such subseries, which conditions shall be consistent with Item 1121(a)(14the conditions for issuance of the related Series.
(d) of Regulation AB. Upon satisfaction of the above conditions, pursuant to Section 2.03, the Owner Trustee, on behalf of the Trust, shall execute and the Indenture Trustee shall execute authenticate and deliver the Supplement and authenticate the Investor Certificates Notes of such Series as provided in this Indenture and the applicable Indenture Supplement. Notwithstanding the provisions of this Section, prior to the execution of any Indenture Supplement, the Indenture Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution thereof of such Indenture Supplement is authorized or permitted by this Indenture and any Indenture Supplement related to any outstanding Series. The Indenture Trustee may, but shall not be obligated to, enter into any such Indenture Supplement which adversely affects the TransferorIndenture Trustee's own rights, duties or immunities under this Indenture.
(ce) If The Trust may direct the Transferor elects Indenture Trustee to have all or a portion of its interest deposit the net proceeds from any New Issuance in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor may surrender the Base Certificate to the Trustee in exchange for a newly issued Base Certificate and one or more additional certificates (each, a “Supplemental Certificate”), the terms of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(a) to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and
(ii) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion dated the date of such exchange (or transfer or exchange as provided in the next sentence), Special Funding Account with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (i) and (ii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, Pool. The Trust may also specify that on any Holder Transfer Date the proceeds from the sale of any new Series which is a Supplemental Certificate that is an Affiliate of Principal Sharing Series may be withdrawn from the Transferor may elect at any time, by written notice Special Funding Account for the related Pool and treated as Shared Principal Collections with respect to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplementsame Principal Sharing Group.
Appears in 1 contract
Samples: Master Indenture (Conseco Finance Credit Card Funding Corp)
New Issuances. (a) The Transferor Seller may from time to time direct the Trustee Trustee, on behalf of the Trust, to authenticate issue one or more new Series of Investor CertificatesCertificates pursuant to a Supplement. The Investor Certificates of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement.
(b) On or before the Series Issuance Date relating to any new Series, the parties hereto will execute and deliver a Supplement which will specify the Principal Terms of such new Series. The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. The obligation of the Trustee to authenticate issue the Investor Certificates of such new Series and to execute and deliver the related Supplement is subject to the satisfaction of the following conditions:
(i) on or before the fifth Business Day immediately preceding the Series Issuance Date (in the case of Series 1994-1, on or before its Series Issuance Date), the Transferor Seller shall have given the Trustee, the Servicer, each Rating Agency Agency, any Agent and any Series Enhancer entitled thereto pursuant to the relevant Supplement Enhancement Provider written notice of such issuance and the Series Issuance Date;
(ii) the Transferor Seller shall have delivered to the Trustee the related Supplement, in form satisfactory to the Trustee, executed by each party hereto other than the Trustee;
(iii) the Transferor Seller shall have delivered to the Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee;
(iv) the Transferor Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trusteeissuance;
(v) such issuance will not result in the Transferor occurrence of an Early Amortization Event and the Seller shall have delivered to the Trustee Trustee, any Agent and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate Enhancement Provider a certificate of the Transferora Vice President or more senior officer, dated the Series Issuance Date, to the effect that the Transferor Seller reasonably believes that such issuance will not, based on not result in the facts known occurrence of an Early Amortization Event and is not reasonably expected to such officer result in the occurrence of an Early Amortization Event at any time in the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Seriesfuture;
(vi) the Transferor Seller shall have delivered to the Trustee, each Rating Agency Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement Enhancement Provider a Tax Opinion, dated the Series Issuance Date, with respect to such issuance; and;
(vii) the Transferor shall have delivered to result obtained by multiplying (x) the Trustee and any Series Enhancer entitled thereto pursuant to Seller's Participation Amount by (y) the relevant Supplement an Officer’s Certificate percentage equivalent of the Transferor, dated portion of the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest Seller's Interest represented by any Supplemental the Deutsche FRLP Certificate) , shall not be less than the Specified Percentage 2% of the total amount of Principal ReceivablesPool Balance, in each case as of the Series Issuance Date, and after giving effect to such issuance. In addition;
(viii) if there are any Delayed Funding Receivables in the Pool Balance, the Transferor agrees conditions in clauses (v) and (vii) shall also be satisfied after excluding from the Pool Balance all Principal Receivables that are Delayed Funding Receivables; and
(ix) the Seller shall have delivered to provide notice of new issuances of Series of Investor Certificates as may be required by the Trustee an Officer's Certificate to the effect that the conditions precedent in this Section 6.3(b) have been satisfied; and in accordance with Item 1121(a)(14) of Regulation AB. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate issue to the Seller the Investor Certificates of such Series upon for execution thereof by and redelivery to the TransferorTrustee for authentication.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor The Seller may surrender the Base Deutsche FRLP Certificate to the Trustee in exchange for a newly issued Base Deutsche FRLP Certificate and one or more additional certificates a second certificate (each, a “"Supplemental Certificate”"), the terms of which shall be defined in a Supplement supplement to this Agreement (which Supplement shall be subject to Section 13.01(a) 13.1 hereof to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor Seller (or the Holder holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor result obtained by multiplying (x) the Seller's Participation Amount (determined in accordance with Section 2.5(a)) by (y) the percentage equivalent of the portion of the Seller's Interest represented by the Deutsche FRLP Certificate, shall not be less than 2% of the Pool Balance (determined in accordance with Section 2.5(a)), in each case as of the date of, and after giving effect to, such exchange;
(ii) the Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and);
(iiiii) the Transferor Seller shall have delivered to the Trustee, each Rating Agency any Agent and any Series Enhancer entitled thereto pursuant to the relevant Supplement Enhancement Provider a Tax Opinion Opinion, dated the date of such exchange (or transfer or exchange as provided in the next sentencebelow), with respect thereto; and
(iv) the Seller shall have delivered to the Trustee an Officer's Certificate to the effect that the conditions precedent in this Section 6.3(c) shall have been satisfied. The Deutsche FRLP Certificate will at all times be beneficially owned by the Seller. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (iii) and (iiiii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Deutsche Floorplan Receivables L P)
New Issuances. (a) The Transferor Sellers may from time to time direct the Trustee Trustee, on behalf of the Trust, to authenticate issue one or more new Series of Investor Certificates. The Investor Certificates of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement.
(b) On or before the Series Issuance Date relating to any new Series, the parties hereto will execute and deliver a Supplement which will specify the Principal Terms of such new Series. The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. The obligation of the Trustee to authenticate issue the Investor Certificates of such new Series and to execute and deliver the related Supplement is subject to the satisfaction of the following conditions:
(i) on or before the fifth Business Day immediately preceding the Series Issuance Date, the Transferor Sellers shall have given the Trustee, the Servicer, each Rating Agency and any each Series Enhancer entitled thereto pursuant to the relevant Supplement notice of such issuance and the Series Issuance Date;
(ii) the Transferor Sellers shall have delivered to the Trustee the related Supplement, in form satisfactory to the Trustee, executed by each party hereto other than the Trustee;
(iii) the Transferor Sellers shall have delivered to the Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee;
(iv) the Transferor Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trusteeissuance;
(v) such issuance will not result in the Transferor occurrence of an Amortization Event and the Sellers shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate a certificate of the Transferora Vice President or more senior officer, dated the Series Issuance Date, to the effect that the Transferor such Seller reasonably believes that such issuance will not, based on not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the facts known to such officer at the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Seriesfuture;
(vi) the Transferor Sellers shall have delivered to the Trustee, each Rating Agency and any each Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion, dated the Series Issuance Date, with respect to such issuance; and
(vii) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) Banks' Interest shall not be less than the Specified Percentage 2% of the total amount of Principal Receivables, in each case as of the Series Issuance Date, and after giving effect to such issuance. In addition, the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate issue to the Banks the Investor Certificates of such Series upon for execution thereof by and redelivery to the TransferorTrustee for authentication.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor The Banks may surrender the Base Bank Certificate to the Trustee in exchange for a newly issued Base Bank Certificate and one or more additional certificates a second certificate (each, a “"Supplemental Certificate”"), the terms of which shall be defined in a Supplement supplement to this Agreement (which Supplement supplement shall be subject to Section 13.01(a) 13.01 to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor Banks (or the Holder holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor Banks' Interest shall not be less than 2% of the total amount of Principal Receivables, in each case as of the date of, and after giving effect to, such exchange;
(ii) the Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee); and
(iiiii) the Transferor Sellers shall have delivered to the Trustee, each Rating Agency and any each Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion Opinion, dated the date of such exchange (or transfer or exchange as provided in the next sentencebelow), with respect thereto. The Bank Certificate will at all times be beneficially owned by Citibank (South Dakota) and Citibank (Nevada). Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (iii) and (iiiii) above. Notwithstanding anything in this Agreement The conditions set forth above shall also apply to the contrary and subject designation of an Additional Seller pursuant to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related SupplementSection 2.09(f).
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Citibank South Dakota N A)
New Issuances. (a) The Transferor Depositor may from time to ------------- time direct the Trustee Trustee, on behalf of the Trust, to authenticate issue (i) one or more new Series of Investor CertificatesCertificates and/or (ii) to issue the Variable Funding Certificate, in each case pursuant to a Supplement. The Investor Certificates of all outstanding Series and the Variable Funding Certificate shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or ClassClass or the Variable Funding Certificate, as provided in the related Supplement.
(b) On or before the Series Issuance Date relating to any new Series, the parties hereto will execute and deliver a Supplement which will specify the Principal Terms of such new Series. The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. The obligation of the Trustee to authenticate issue the Investor Certificates of such new Series and to execute and deliver the related Supplement is subject to the satisfaction of the following conditions:
(i) on or before the fifth Business Day immediately preceding the related Series Issuance Date, the Transferor Depositor shall have given the Trustee, the Servicer, each Rating Agency Agency, any Agent and any Series Enhancer entitled thereto pursuant to the relevant Supplement Enhancement Provider written notice of such issuance (which notice shall specify the designation of such Series, its applicable initial principal amount, currency and interest rates and the issuer of any Enhancement) and the related Series Issuance Date;
(ii) the Transferor Depositor shall have delivered to the Trustee the related Supplement, in form satisfactory to the Trustee, executed by each party hereto other than the TrusteeTrustee and specifying the Principal Terms of such Series;
(iii) the Transferor Depositor shall have delivered to the Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee;
(iv) the Transferor Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trusteeissuance;
(v) the Transferor Depositor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate Enhancement Provider a certificate of the Transferora Vice President or more senior officer, dated the related (S) 6.03 Series Issuance Date, to the effect that the Transferor Depositor reasonably believes that such issuance will not, based on not result in the facts known to such officer at the time occurrence of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Seriesan Early Amortization Event;
(vi) the Transferor Depositor shall have delivered to the Trustee, each Rating Agency Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement Enhancement Provider a Tax Opinion, dated the related Series Issuance Date, with respect to such issuance; and
(vii) the Transferor BCRC shall have delivered an interest in the Pool represented by the BCRC Certificate and the Variable Funding Certificate equal in the aggregate to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate at least 2% of the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage of the total aggregate amount of Principal ReceivablesReceivables included in the Pool, in each case as of the Series Issuance Date, and after giving effect to such issuance. In addition; for purposes of this clause (vii), BCRC shall be deemed to have an interest in the Transferor agrees to provide notice of new issuances of Series of Investor Certificates Pool represented by the Variable Funding Certificate even though BCI, as may be required by and pledgee, is the registered holder thereof so long as BCI has not exercised its remedies in accordance with Item 1121(a)(14) of Regulation ABrespect thereof. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate the Depositor shall deliver to the Trustee the Investor Certificates of such Series upon or Variable Funding Certificate, as applicable, for execution thereof by the TransferorTrustee on behalf of the Trust and authentication by the Trustee.
(c) If On or before the Transferor elects to have all or date of issuance for the Variable Funding Certificate, the parties hereto will execute and deliver a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor may surrender the Base Certificate to the Trustee in exchange for a newly issued Base Certificate and one or more additional certificates (each, a “Supplemental Certificate”), Supplement specifying the terms of which shall be defined in a Supplement the Variable Funding Certificate (which Supplement shall be subject to Section 13.01(a) 13.01 hereof to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor BCRC shall have received written an interest in the Pool represented by the BCRC Certificate and the Variable Funding Certificate equal in the aggregate to at least 2% of the aggregate amount of Receivables included in the Pool, in each case as of the date of, and after giving effect to, such issuance (or transfer or exchange as provided below); for purposes of this clause (i), BCRC shall be deemed to have an interest in the Pool represented by the Variable Funding Certificate even though BCI, as pledgee, is the registered holder thereof so long as BCI has not exercised its remedies in respect thereof;
(ii) the Depositor shall have given the Rating Agencies ten (10) days' prior notice from each and the Rating Agency that Condition shall have been satisfied with respect to such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee); and
(iiiii) the Transferor Depositor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement Enhancement Provider a Tax Opinion Opinion, dated the date of such exchange (or transfer or exchange as provided in the next sentencebelow), with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (i) and (ii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bombardier Receivables Master Trust I)
New Issuances. (a) The Transferor Transferors may from time to time direct the Trustee to authenticate one or more new Series of Investor Certificates. The Investor Certificates of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement.
(b) On or before the Series Issuance Closing Date relating to any new Series, the parties hereto will execute and deliver a Supplement which will specify the Principal Terms of such new Series. The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. The obligation of the Trustee to authenticate the Investor Certificates of such new Series and to execute and deliver the related Supplement is subject to the satisfaction of the following conditions:
(i) on or before the fifth Business Day day immediately preceding the Series Issuance Closing Date, the Transferor Transferors shall have given the Trustee, Trustee and the Servicer, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement Servicer notice of such issuance and the Series Issuance Closing Date; and on or before the tenth day immediately preceding the Closing Date, the Transferors shall have given each Rating Agency notice of such issuance;
(ii) the Transferor Transferors shall have delivered to the Trustee the related Supplement, in form satisfactory to the Trustee, executed by each party hereto other than the Trusteethereto;
(iii) the Transferor Transferors shall have delivered to the Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee;
(iv) the Transferor Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trusteeissuance;
(v) the Transferor Transferors shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor's Certificate, dated the Series Issuance Closing Date, to the effect that the such Transferor reasonably believes that such issuance will not, based on the facts known to such officer at the time of such certification, then or thereafter cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Series;; and
(vi) if any Series of Investor Certificates are outstanding that were characterized as debt at the Transferor time of their issuance, the Transferors shall have delivered to the Trustee, Trustee and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion, dated the Series Issuance Closing Date, with respect to such issuance; and
(vii) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage of the total amount of Principal Receivables, in each case as of the Series Issuance Date, and after giving effect to such issuance. In addition, the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate the Investor Certificates of such Series upon execution thereof by the TransferorTransferors.
(c) If the Transferor elects Transferors elect to have all or a portion of its their interest in the Transferor’s Transferors' Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor Transferors may surrender the Base Certificate to the Trustee in exchange for a newly issued Base Certificate and one or more additional certificates (each, each a “"Supplemental Certificate”"), the terms of which shall be defined in a Supplement supplement to this Agreement (which Supplement supplement shall be subject to Section subsection 13.01(a) only to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor Transferors (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the conditions set forth in clauses (i), (ii) and (iii) of the second following conditionsparagraph. If the Transferors elect to have their interest in the Transferors' Interest be in uncertificated form, then the Transferors may assign a portion of the Transferors' Interest to another Person and direct that, with respect to the interest transferred, a Supplemental Certificate be issued in accordance with the requirements and subject to the satisfaction of the conditions set forth in clauses (i), (ii) and (iii) of the next following paragraph and the Transferors shall instruct the Trustee in writing to register such assignment and the issuance of the Supplemental Certificates on the books and records of the Trust. If any Transferor elects to exchange all or a portion of its interest in the Transferors' Interest for a Supplemental Certificate in accordance with this subsection 6.03(c), the following conditions must be satisfied:
(i) the Transferor The Transferors shall have received given written notice from to each Rating Agency that of such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; andexchange;
(ii) the Transferor Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than 2% of the total amount of Principal Receivables as of the date of, and after giving effect to, such exchange; and
(iii) if any Series of Investor Certificates are outstanding that were characterized as debt at the time of their issuance, the Transferors shall have delivered to the Trustee, Trustee and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion Opinion, dated the date of such exchange (or transfer or exchange as provided in the next sentencebelow), with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (ii) and (iii) above in the preceding paragraph.
(d) The Base Certificate (or any interest therein) or the uncertificated interest of the Transferors in the Transferors' Interest (or any interest therein) may be transferred to a Person which is a member of the "affiliated group" of which FleetBoston Financial Corporation is the "common parent" (as such terms are defined in Section 1504(a) of the Code); provided that (i) if any Series of Investor Certificates are outstanding that were characterized as debt at the time of their issuance, the Transferors shall have delivered to the Trustee and each Rating Agency a Tax Opinion, dated the date of such transfer, with respect thereto, and (ii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects transferee shall be deemed to have its interest in the be a "Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form " for purposes of Sections 7.04 and in the form provided in the related Supplement9.02.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Fleet Credit Card Master Trust Ii)
New Issuances. (a) The Transferor Pursuant to one or more Indenture Supplements, the Transferors may from time to time direct the Trustee Issuer to authenticate issue one or more new Series of Investor CertificatesNotes (each such issuance, a "New Issuance"). The Investor Certificates Notes of all outstanding Series shall will be equally and ratably entitled as provided herein to the benefits of this Agreement Indenture without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement Indenture and the applicable related Indenture Supplement except, with respect to any Series or Class, as provided in the related Indenture Supplement. Interest on and principal of the Notes of each outstanding Series will be paid as specified in or pursuant to the related Indenture Supplement.
(b) On or before the Series Issuance Closing Date relating to any new SeriesSeries of Notes, the parties hereto will execute and deliver a an Indenture Supplement which will specify the Principal Terms of such new Series. The terms of such Indenture Supplement may modify or amend the terms of this Agreement Indenture solely as applied to such new Series. The obligation of the Indenture Trustee to authenticate and deliver the Investor Certificates Notes of such any new Series (other than any Series issued pursuant to an Indenture Supplement dated as of the date hereof) and to execute and deliver the related Indenture Supplement is will be subject to the satisfaction of the following conditions:
(i) on or before the fifth second Business Day immediately preceding the Series Issuance DateClosing Date for such Series, the Transferor shall Transferors have given the Owner Trustee, the ServicerIndenture Trustee, the Servicer and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement notice (unless such notice requirement is otherwise waived) of such issuance and the Series Issuance such Closing Date;
(ii) the each Transferor shall have has delivered to the Indenture Trustee the related Indenture Supplement, in form satisfactory to the Indenture Trustee, executed by each party hereto (other than the Indenture Trustee);
(iii) the each Transferor shall have has delivered to the Indenture Trustee any related Series Enhancement Agreement executed by each of the parties thereto, thereto (other than the Indenture Trustee);
(iv) the Transferor shall have received written notice from each Rating Agency that Condition has been satisfied with respect to such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trusteeissuance;
(v) the each Transferor shall have has delivered to the Indenture Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor's Certificate, dated the Series Issuance such Closing Date, to the effect that the such Transferor reasonably believes that such issuance will not, based on the facts known to such officer at the time of such certification, then have an Adverse Effect or cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out an Amortization Event to occur with respect to any outstanding Series;
(vi) the each Transferor shall have has delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement Indenture Trustee a Tax Opinion, dated the Series Issuance such Closing Date, with respect to such issuance; and
(vii) the Transferor shall have delivered to Net Adjusted Pool Balance exceeds the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage of the total amount of Principal Receivables, in each case as of the Series Issuance Date, and Required Pool Balance after giving effect to such issuance. In addition, Any Notes held by the Transferor agrees to provide notice Transferors at any time after the date of new issuances of Series of Investor Certificates as its original issuance may be required by and transferred or exchanged only upon the delivery to the Indenture Trustee of a Tax Opinion dated as of the date of such transfer or exchange, as the case may be, with respect to such transfer or exchange.
(c) Any Indenture Supplement providing for the issuance of subclasses or Tranches of Notes within the related Series may specify, in accordance addition to the conditions hereunder applicable to each such subclass or Tranche, other conditions for the issuance of such subclasses or Tranches, which conditions will be consistent with Item 1121(a)(14the conditions for the issuance of the related Series.
(d) of Regulation AB. Upon satisfaction of the above conditions, pursuant to Section 2.03, the Owner Trustee, on behalf of the Issuer, will execute and the Indenture Trustee shall execute upon receipt of an Issuer Order will authenticate and deliver the Supplement and authenticate the Investor Certificates Notes of such Series upon execution thereof by the Transferor.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereofthis Indenture and the related Indenture Supplement. Notwithstanding the provisions of this Section, then the Transferor may surrender the Base Certificate prior to the Trustee in exchange for a newly issued Base Certificate and one or more additional certificates (each, a “Supplemental Certificate”)execution of any Indenture Supplement, the terms Indenture Trustee will be entitled to receive and rely upon an Opinion of which shall be defined in a Counsel stating that the execution of such Indenture Supplement (which is authorized or permitted by this Indenture and any Indenture Supplement shall be subject related to Section 13.01(a) any outstanding Series and that all conditions precedent under the Indenture to the extent that it amends any execution and delivery of the terms of this Agreement)Supplemental Indenture have been complied with. The Indenture Trustee may, to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificatebut is not obligated to, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and
(ii) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion dated the date of such exchange (or transfer or exchange as provided in the next sentence), with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (i) and (ii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of enter into any such uncertificated interest elects to have its interest in Indenture Supplement that adversely affects the Transferor’s Interest be evidenced by a certificateIndenture Trustee's own rights, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplementduties or immunities under this Indenture.
Appears in 1 contract
New Issuances. (a) The Transferor Pursuant to one or more Indenture Supplements, the Transferor[s] may from time to time direct the Trustee Owner Trustee, on behalf of the Issuer, to authenticate issue one or more new Series of Investor CertificatesNotes (each such issuance a "New Issuance"). The Investor Certificates Notes of all outstanding Series shall will be equally and ratably entitled as provided herein to the benefits of this Agreement Indenture without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement Indenture and the applicable related Indenture Supplement except, with respect to any Series or Class, as provided in the related Indenture Supplement. Interest on and principal of the Notes of each outstanding Series will be paid as specified in or pursuant to the related Indenture Supplement.
(b) On or before the Series Issuance Closing Date relating to any new SeriesSeries of Notes, the parties hereto will execute and deliver a an Indenture Supplement which will specify the Principal Terms of such new Series. The terms of such Indenture Supplement may modify or amend the terms of this Agreement Indenture solely as applied to such new Series. The obligation of the Indenture Trustee to authenticate and deliver the Investor Certificates Notes of such any new Series (other than any Series issued pursuant to an Indenture Supplement dated as of the date hereof) and to execute and deliver the related Indenture Supplement is will be subject to the satisfaction of the following conditions:
(i) on or before the fifth Business Day second day immediately preceding the Series Issuance DateClosing Date for such Series, the Transferor shall have has given the Owner Trustee, the ServicerIndenture Trustee, the Servicer and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement notice (unless such notice requirement is otherwise waived) of such issuance and the Series Issuance such Closing Date;
(ii) the Transferor shall have has delivered to the Indenture Trustee the related Indenture Supplement, in form satisfactory to the Indenture Trustee, executed by each party hereto (other than the Indenture Trustee);
(iii) the Transferor shall have has delivered to the Indenture Trustee any related Series Enhancement Agreement executed by each of the parties thereto, thereto (other than the Indenture Trustee);
(iv) the Transferor shall have received written notice from each Rating Agency that such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee;
(v) the Transferor shall have has delivered to the Indenture Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor's Certificate, dated the Series Issuance such Closing Date, to the effect that the Transferor reasonably believes that such issuance will not, based on the facts known to such officer at the time of such certification, then have an Adverse Effect or cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out an Amortization Event to occur with respect to any outstanding Series;
(viv) the Transferor shall have has delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement Indenture Trustee a Tax Opinion, dated the Series Issuance such Closing Date, with respect to such issuance; and
(viivi) the Transferor shall have delivered to Net Adjusted Pool Balance exceeds the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage of the total amount of Principal Receivables, in each case as of the Series Issuance Date, and Required Pool Balance after giving effect to such issuance. In addition, Any Note held by the Transferor agrees to provide notice at any time after the date of new issuances of Series of Investor Certificates as its original issuance may be required by and transferred or exchanged only upon the delivery to the Indenture Trustee of a Tax Opinion dated as of the date of such transfer or exchange, as the case may be, with respect to such transfer or exchange.
(c) Any Indenture Supplement providing for the issuance of subclasses or Tranches of Notes within the related Series may specify, in accordance addition to the conditions hereunder applicable to each such subclass or Tranche, other conditions for the issuance of such subclasses or Tranches, which conditions will be consistent with Item 1121(a)(14the conditions for the issuance of the related Series.
(d) of Regulation AB. Upon satisfaction of the above conditions, pursuant to Section 2.03, the Owner Trustee, on behalf of the Issuer, will execute and the Indenture Trustee shall execute will authenticate and deliver the Supplement and authenticate the Investor Certificates Notes of such Series upon execution thereof by the Transferor.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereofthis Indenture and the related Indenture Supplement. Notwithstanding the provisions of this Section, then the Transferor may surrender the Base Certificate prior to the Trustee in exchange for a newly issued Base Certificate and one or more additional certificates (each, a “Supplemental Certificate”)execution of any Indenture Supplement, the terms Indenture Trustee will be entitled to receive and rely upon an Opinion of which shall be defined in a Counsel stating that the execution of such Indenture Supplement (which Supplement shall be subject to Section 13.01(a) to the extent that it amends any of the terms of is authorized or permitted by this Agreement), to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and
(ii) the Transferor shall have delivered to the Trustee, each Rating Agency Indenture and any Series Enhancer entitled thereto pursuant Indenture Supplement related to the relevant Supplement a Tax Opinion dated the date of such exchange (or transfer or exchange as provided in the next sentence)any outstanding Series. The Indenture Trustee may, with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (i) and (ii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplementbut is not obligated to, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of enter into any such uncertificated interest elects to have its interest in Indenture Supplement that adversely affects the Transferor’s Interest be evidenced by a certificateIndenture Trustee's own rights, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplementduties or immunities under this Indenture.
Appears in 1 contract
New Issuances. (a) The Transferor may from time to time direct the Trustee Trustee, on behalf of the Trust, to authenticate one or more new Series of Investor Certificates. The Investor Certificates of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement.
(b) On or before the Series Issuance Closing Date relating to any new Series, the parties hereto will execute and deliver a Supplement which will specify the Principal Terms of such new Series. The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. The obligation of the Trustee to authenticate the Investor Certificates of such new Series and to execute and deliver the related Supplement is subject to the satisfaction of the following conditions:
(i) on or before the fifth Business Day day immediately preceding the Series Issuance Closing Date, the Transferor shall have given the Trustee, Trustee and the Servicer, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement Servicer notice of such issuance and the Series Issuance Closing Date; and on or before the tenth day immediately preceding the Closing Date, the Transferor shall have given each Rating Agency notice of such issuance;
(ii) the Transferor shall have delivered to the Trustee the related Supplement, in form satisfactory to the Trustee, executed by each party hereto other than the Trusteethereto;
(iii) the Transferor shall have delivered to the Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee;
(iv) the Transferor Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trusteeissuance;
(v) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor's Certificate, dated the Series Issuance Closing Date, to the effect that the Transferor reasonably believes that such issuance will not, based on the facts known to such officer at the time of such certification, then or thereafter cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Reinvestment Event to occur with respect to any Series;; and
(vi) the Transferor shall have delivered to the Trustee, Trustee and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion, dated the Series Issuance Closing Date, with respect to such issuance; and
(vii) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage of the total amount of Principal Receivables, in each case as of the Series Issuance Date, and after giving effect to such issuance. In addition, the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate the Investor Certificates of such Series upon execution thereof by the Transferor.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the The Transferor may surrender the Base Transferor Certificate to the Trustee in exchange for a newly issued Base Transferor Certificate and one or more additional certificates (each, each a “"Supplemental Certificate”"), the terms of which shall be defined in a Supplement supplement to this Agreement (which Supplement supplement shall be subject to Section subsection 13.01(a) only to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the The Transferor shall have received given written notice from to each Rating Agency that of such exchange exchange;
(or transfer or exchange ii) the Transferor Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than 2% of the total amount of Principal Receivables as provided below) will not have a Ratings Effect of the date of, and shall have delivered copies of each after giving effect to, such written notice to the Servicer and the Trusteeexchange; and
(iiiii) if any Series of Investor Certificates are outstanding that were characterized as debt at the time of their issuance, the Transferor shall have delivered to the Trustee, Trustee and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion Opinion, dated the date of such exchange (or transfer or exchange as provided in the next sentencebelow), with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses clause (ii) above.
(d) The Transferor Certificate (or any interest therein) may be transferred to a Person which is a member of the "affiliated group" of which Commercial Credit Company is the "common parent" (as such terms are defined in Section 1504(a) of the Code); provided that (i) if any Series of Investor Certificates are outstanding that were characterized as debt at the time of their issuance, the Transferor shall have delivered to the Trustee and each Rating Agency a Tax Opinion, dated the date of such transfer, with respect thereto, and (ii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects transferee shall be deemed to have its interest in the be a "Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form " for purposes of Sections 7.04 and in the form provided in the related Supplement9.02.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Travelers Bank Credit Card Master Trust I)
New Issuances. (a) The Pursuant to one or more Indenture Supplements, the Issuer may, or the Transferor may from time to time direct the Trustee Owner Trustee, on behalf of the Issuer, to authenticate issue one or more new Series of Investor CertificatesNotes (each such issuance a "New Issuance"). The Investor Certificates Notes of all outstanding Series shall will be equally and ratably entitled as provided herein to the benefits of this Agreement Indenture without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement Indenture and the applicable related Indenture Supplement except, with respect to any Series or Class, as provided in the related Indenture Supplement. Interest on and principal of the Notes of each outstanding Series will be paid as specified in or pursuant to the related Indenture Supplement.
(b) On or before the Series Issuance Date relating to any new SeriesSeries of Notes, the parties hereto will execute and deliver a an Indenture Supplement which will specify the Principal Terms of such new Series. The terms of such Indenture Supplement may modify or amend the terms of this Agreement Indenture solely as applied to such new Series. The obligation of the Indenture Trustee to authenticate and deliver the Investor Certificates Notes of such any new Series (other than any Series issued pursuant to an Indenture Supplement dated as of the initial Series Issuance Date) and to execute and deliver the related Indenture Supplement is will be subject to the satisfaction of the following conditions:
(i) on or before the fifth seventh Business Day immediately preceding the Series Issuance DateDate for such Series, the Transferor shall have has given the Owner Trustee, the ServicerIndenture Trustee, the Servicer and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement written notice (unless such notice requirement is otherwise waived) of such issuance and the such Series Issuance Date;
(ii) the Transferor shall have has delivered to the Owner Trustee and the Indenture Trustee the related Indenture Supplement, in form satisfactory to the Indenture Trustee, executed by each party hereto (other than the Indenture Trustee);
(iii) the Transferor shall have has delivered to the Indenture Trustee any related Series Enhancement Agreement executed by each of the parties thereto, thereto (other than the Indenture Trustee);
(iv) the Transferor shall have received written notice from each Rating Agency that such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee;
(v) the Transferor shall have has delivered to the Indenture Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor's Certificate, dated the such Series Issuance Date, to the effect that the Transferor reasonably believes that as of such Series Issuance Date no Event of Default or Early Amortization Event has occurred and is continuing for any Series and such issuance will not, based on the facts known to such officer at the time not have a Significant Adverse Effect and will not cause any Event of such certification, then cause a Pay Out Event Default or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Early Amortization Event to occur with respect to any outstanding Series;
(viv) the Transferor shall have has delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement Indenture Trustee a Required Federal Income Tax Opinion, dated the such Series Issuance Date, with respect to such issuance;
(vi) after giving effect to such issuance, the Adjusted Pool Balance equals or exceeds the Required Participation Amount; and
(vii) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage of the total amount of Principal Receivables, in each case as of the Rating Agency Condition is satisfied on such Series Issuance Date.
(c) Any Indenture Supplement providing for the issuance of subclasses of Notes within the related Series may specify, and after giving effect in addition to the conditions hereunder applicable to each such issuance. In additionsubclass, other conditions for the Transferor agrees to provide notice issuance of new issuances such subclasses, which conditions will be consistent with the conditions for the issuance of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14the related Series.
(d) of Regulation AB. Upon satisfaction of the above conditions, pursuant to Section 2.03, the Owner Trustee, on behalf of the Issuer, will execute and the Indenture Trustee shall execute will authenticate and deliver the Supplement and authenticate the Investor Certificates Notes of such Series upon execution thereof by the Transferor.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor may surrender the Base Certificate to the Trustee in exchange for a newly issued Base Certificate and one or more additional certificates (each, a “Supplemental Certificate”), the terms of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(a) to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer Indenture and the Trustee; and
(ii) the Transferor shall have delivered to the Trusteerelated Indenture Supplement. The Indenture Trustee may, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion dated the date of such exchange (or transfer or exchange as provided in the next sentence)but is not obligated to, with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (i) and (ii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of enter into any such uncertificated interest elects to have its interest in Indenture Supplement that adversely affects the Transferor’s Interest be evidenced by a certificateIndenture Trustee's own rights, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplementduties or immunities under this Indenture.
Appears in 1 contract
New Issuances. (a) The Transferor Issuer may from time to time direct the Trustee Trustee, to authenticate (i) issue one or more new Series of Investor CertificatesNotes pursuant to a Supplement, and (ii) to the extent permitted under any Supplement, issue additional Notes of the related Series. The Investor Certificates Notes of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement Indenture without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement Indenture and the applicable Supplement except, with respect to any Series or ClassSeries, as provided in the related Supplement.
(b) On or before the Series Issuance Closing Date relating to any new Series, the parties hereto will execute and deliver a Supplement which will specify the Principal Terms of such new Series. The terms of such Supplement may modify or amend the terms of this Agreement Indenture solely as applied to such new Series. The obligation of the Trustee to authenticate issue the Investor Certificates Notes of such new Series and to execute and deliver the related Supplement is subject to the satisfaction of the following conditions:
(i) on or before the fifth 30th Business Day immediately preceding the Series Issuance Dateapplicable Closing Date (or such later date preceding the Closing Date as shall be acceptable to the Trustee, each Rating Agency and the Insurer), the Transferor Issuer shall have given the Trustee, the Servicer, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement Insurer written notice of such issuance and the Series Issuance such Closing Date;
(ii) the Transferor Issuer shall have delivered to the Trustee the related Supplement, Supplement in a form satisfactory to the TrusteeTrustee and in form and substance satisfactory to the Insurer, executed by each party hereto other than the Trustee;
(iii) the Transferor Trust Insurance Policy shall have delivered be in full force and effect, the sum of the Aggregate Outstanding Amount plus the excess, if any, of the Stated Amount of each Variable Funding Note over its Outstanding Principal Balance shall not be greater than the "Insured Amount" thereunder, and to the Trustee any extent required in the related Enhancement Agreement executed by each of Supplement, the parties thereto, other than the Trusteerequired Noteholder Insurance Policy shall be in full force and effect;
(iv) the Transferor shall have received written notice from each Rating Agency shall have notified the Issuer, the Servicer, the Trustee and the Insurer in writing that the issuance of such issuance new Series will not have result in a Ratings Effect reduction or withdrawal of the rating of any outstanding Series (if rated) and shall have delivered copies of each such written notice will not result in the Notes being deemed below investment grade (without giving effect to the Servicer and Trust Insurance Policy) or, to the Trusteeextent required in the related Supplement will not result in a reduction or withdrawal of any rating of the rated securities issued by the Noteholder of any outstanding Series in order to fund or maintain its interest in any Note of such Series, in each case, with respect to which Series or securities it is a Rating Agency;
(v) such issuance will not result in the Transferor occurrence of an Event of Default and the Issuer shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement Insurer an Officer’s Certificate of the Transferor's Certificate, dated the Series Issuance Dateapplicable Closing Date (upon which the Trustee may conclusively rely), to the effect that the Transferor Issuer reasonably believes that such issuance will not, based on not in and of itself result in the facts known occurrence of an Event of Default and is not reasonably in and of itself expected to such officer at result in the time occurrence of such certification, then cause a Pay Out an Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any SeriesDefault;
(vi) the Transferor Issuer shall have delivered to the Trustee, each Rating Agency Trustee and any Series Enhancer entitled thereto pursuant the Insurer an Opinion of Counsel to the relevant effect that the issuance of the Notes of such Series (A) has been, or need not be, registered under the Act and will not result in the requirement that any other Series of Notes not registered under the Act be so registered (unless the Issuer has elected, in its sole discretion, to register such Notes), (B) will not result in the Issuer becoming subject to registration as an investment company under the Investment Company Act and (C) will not require this Indenture or the related Supplement to be qualified under the Trust Indenture Act;
(vii) the Issuer shall have delivered to the Trustee a Tax Opinion, dated the Series Issuance applicable Closing Date, with respect to such issuance; and;
(viiviii) such issuance will not cause an Asset Deficiency (after giving effect to such new issuance and the Transferor deposit of any proceeds into the Reserve Account) to occur;
(ix) if such issuance is in exchange for any outstanding Notes, the Issuer shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant the Notes to be canceled in connection with such exchange;
(x) the Issuer shall have delivered to the relevant Supplement Trustee an Officer’s 's Certificate of the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage of the total amount of Principal Receivables, in each case as of the Series Issuance Date, and after giving effect to such issuance. In addition, the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation ABforegoing conditions have been satisfied. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate the Investor Certificates Issuer shall execute and deliver the Notes of such Series upon execution thereof by the Transferor.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor may surrender the Base Certificate to the Trustee in exchange for a newly issued Base Certificate authentication and one or more additional certificates (each, a “Supplemental Certificate”), the terms of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(a) to the extent that it amends any of the terms of this Agreement), to be delivered redelivery to or upon the order of the Transferor (or Issuer. Notwithstanding the Holder provisions of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided belowthis Section 6.09(b), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice prior to the Servicer and the Trustee; and
(ii) the Transferor shall have delivered to the Trustee, each Rating Agency and execution of any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion dated the date of such exchange (or transfer or exchange as provided in the next sentence), with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (i) and (ii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make be entitled to receive and rely upon an Opinion of Counsel stating that the appropriate entry in execution of such Supplement is authorized or permitted by this Indenture and any Supplement related to any outstanding Series. The Trustee may, but shall not be obligated to, enter into any such Supplement which adversely affects the books and records Trustee's own rights, duties or immunities under this Indenture.
(c) In the event this Indenture shall become qualified under the Trust Indenture Act, every Supplement executed pursuant to this Article VI shall conform to the requirements of the Trust registering such uncertificated interest Indenture Act as then in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplementeffect.
Appears in 1 contract
Samples: Master Trust Indenture and Security Agreement (Ag Services of America Inc)
New Issuances. (a) The Transferor Transferors may from time to time direct the Trustee to authenticate one or more new Series of Investor Certificates. The Investor Certificates of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement.
(b) On or before the Series Issuance Date relating to any new Series, the parties hereto will execute and deliver a Supplement which will specify the Principal Terms of such new Series. The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. The obligation of the Trustee to authenticate the Investor Certificates of such new Series and to execute and deliver the related Supplement is subject to the satisfaction of the following conditions:
(i) on or before the fifth Business Day immediately preceding the Series Issuance Date, the Transferor Transferors shall have given the Trustee, the Servicer, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement notice of such issuance and the Series Issuance Date;
(ii) the Transferor Transferors shall have delivered to the Trustee the related Supplement, in form satisfactory to the Trustee, executed by each party hereto other than the Trustee;
(iii) the Transferor Transferors shall have delivered to the Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee;
(iv) the Transferor Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trusteeissuance;
(v) the Transferor Transferors shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor's Certificate, dated the Series Issuance Date, to the effect that the such Transferor reasonably believes that such issuance will not, based on the facts known to such officer at the time of such certification, then or thereafter cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Series;
(vi) the Transferor Transferors shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion, dated the Series Issuance Date, with respect to such issuance; and
(vii) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Transferors' Participation Amount (excluding the interest represented by any Supplemental CertificateInterest) (A) shall not be less than the Specified Percentage 2% of the total amount of Principal Receivables, in each case as of the Series Issuance Date, and after giving effect to such issuance and (B) the sum of the Invested Amounts to be used in calculating the Floating Allocation Percentages of all outstanding Series, shall not exceed the amount of Principal Receivables to be used in calculating such Floating Allocation Percentages, in each case as of the Series Issuance Date and after giving effect to such issuance. In addition, the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate the Investor Certificates of such Series upon execution thereof by the TransferorTransferors.
(c) If the Transferor elects to have The Transferors may assign all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor may surrender the Base Certificate to the Trustee in exchange for a newly issued Base Certificate and one or more additional certificates Interest (eachsuch assigned interest, a “"Supplemental Certificate”Interest"), the terms of which Supplemental Interest shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(a) to the extent that it amends any of the terms of this Agreement), to be delivered to or upon a Person designated by the order of the Transferor Transferors (or by the Holder holder of a Supplemental CertificateInterest, in the case of the transfer or exchange an assignment thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor Transferors' Participation Amount (excluding any Supplemental Interest) shall have received written notice from not be less than 2% of the total amount of Principal Receivables, in each Rating Agency that case as of the date of, and after giving effect to, such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; andassignment;
(ii) the Transferor Rating Agency Condition shall have been satisfied with respect to such assignment; and
(iii) the Transferors shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion Opinion, dated the date of such exchange (or transfer or exchange as provided in the next sentence)assignment, with respect thereto. Any Supplemental Certificate Interest may be transferred or exchanged assigned only upon satisfaction of the conditions set forth in clauses (iii) and (iiiii) above. Notwithstanding anything in this Agreement .
(d) The Base Interest (or any interest therein) may be transferred to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that Person which is an Affiliate a member of the Transferor may elect at any time, by written notice "affiliated group" of which J.P. Morgan Chase & Co. is the "common parent" (as such terms are xxxxxxx xx Sxxxxxn 1504(a) of the Code); provided that the Transferors shall have delivered to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver each Rating Agency and any Series Enhancer entitled thereto pursuant to the Trustee for cancellation any Supplemental Certificate previously issued and relevant Supplement a Tax Opinion, dated the Trustee shall make the appropriate entry in the books and records date of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificatetransfer, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplementwith respect thereto.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Providian Master Trust)
New Issuances. (a) The Transferor Issuer may from time to time direct the Trustee Trustee, on behalf of the Noteholders, to authenticate issue one or more new Series of Investor CertificatesNotes pursuant to a Supplement. The Investor Certificates Notes of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement Indenture without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement Indenture and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement and except that any Enhancement with respect to a particular Series or Class shall not be available for any other Series or Class unless so provided in the applicable Supplement.
(b) On or before the Series Issuance Closing Date relating to any new Series, the parties hereto will execute and deliver a Supplement which will specify the Principal Terms of such new Series. The terms of such Supplement may modify or amend the terms of this Agreement Indenture solely as applied to such new Series. The obligation of the Trustee to authenticate issue the Investor Certificates Notes of such new Series and to execute and deliver the related Supplement is subject to the satisfaction of the following conditions:
(i) on or before the fifth Business Day immediately preceding the Series Issuance Dateapplicable Closing Date (or such later date preceding the Closing Date as shall be acceptable to the Trustee and any Enhancement Provider), the Transferor Issuer shall have given the Trustee, the Servicer, each Rating Agency Servicer and any Series Enhancer entitled thereto pursuant to the relevant Supplement Enhancement Provider written notice of such issuance and the Series Issuance such Closing Date;
(ii) the Transferor Issuer shall have delivered to the Trustee the related Supplement, Supplement in a form satisfactory to the Trustee, executed by each party hereto other than the Trustee;
(iii) the Transferor Issuer shall have delivered to the Trustee any related Enhancement Agreement executed by each of the parties thereto, party hereto other than the Trustee;
(iv) the Transferor shall have received written notice from each Rating Agency shall have notified the Issuer, the Servicer, the Trustee and any Enhancement Provider in writing that the issuance of such issuance new Series of Notes will not have result in a Ratings Effect and shall have delivered copies reduction or withdrawal of the rating of any outstanding Series or Class (if rated) or the rated securities issued by the Noteholder of any outstanding Series or Class in order to fund or maintain its interest in any Note of such Series or Class, in each such written notice case, with respect to the Servicer and the Trusteewhich Series, Class or securities it is a Rating Agency;
(v) If then a Noteholder, Holland Limited Securitization, Inc., ING Baring (U.S.) Capital Markets, Inc., or their respective Affiliates or assignees (as the Transferor case may be) shall have consented in writing to the issuance of such new Series, which consent shall not be unreasonably withheld;
(vi) such issuance will not result in the occurrence of an Event of Default and the Issuer shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement Enhancement Provider an Officer’s Certificate of the Transferor's Certificate, dated the Series Issuance Dateapplicable Closing Date (upon which the Trustee may conclusively rely), to the effect that the Transferor Issuer reasonably believes that such issuance will not, based on not in and of itself result in the facts known occurrence of an Event of Default and is not reasonably in and of itself expected to such officer at result in the time occurrence of such certification, then cause a Pay Out an Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any SeriesDefault;
(vi) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion, dated the Series Issuance Date, with respect to such issuance; and
(vii) the Transferor Issuer shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement Enhancement Provider an Officer’s Certificate Opinion of the Transferor, dated the Series Issuance Date Counsel to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage issuance of the total amount Notes of Principal Receivablessuch Series (A) has been, or need not be, registered under the Securities Act and will not result in the requirement that any other Series of Notes not registered under the Securities Act be so registered (unless the Issuer has elected, in each case its sole discretion, to register such Notes), (B) will not result in this Indenture or the related Supplement becoming subject to registration as an investment company under the Investment Company Act and (C) will not require this Indenture or the related Supplement to be qualified under the Trust Indenture Act of 1939, as amended;
(viii) the Series Issuance Issuer shall have delivered to the Trustee a Tax Opinion, dated the applicable Closing Date, and after giving effect with respect to such issuance. In addition;
(ix) if such issuance is in exchange for any outstanding Notes, the Transferor agrees Issuer shall have delivered to provide notice the Trustee the Notes to be canceled in connection with such exchange;
(x) the Servicer shall have delivered to the Trustee an Officer's Certificate stating that the effect of new issuances such issuance will not dilute the benefit of the Required Overcollateralization Amount to which any pre-existing Series is entitled prior to the effectiveness of Investor Certificates as may be required by and in accordance with Item 1121(a)(14such Supplement; and
(xi) of Regulation ABthe Issuer shall have delivered to the Trustee an Officer's Certificate that the foregoing conditions have been satisfied. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate the Investor Certificates Issuer shall execute and deliver the Notes of such Series upon execution thereof by the Transferor.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor may surrender the Base Certificate to the Trustee in exchange for a newly issued Base Certificate authentication and one or more additional certificates (each, a “Supplemental Certificate”), the terms of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(a) to the extent that it amends any of the terms of this Agreement), to be delivered redelivery to or upon the order of the Transferor (or Issuer. Notwithstanding the Holder provisions of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided belowthis Section 6.09(b), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice prior to the Servicer and the Trustee; and
(ii) the Transferor shall have delivered to the Trustee, each Rating Agency and execution of any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion dated the date of such exchange (or transfer or exchange as provided in the next sentence), with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (i) and (ii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make be entitled to receive and rely upon an Opinion of Counsel stating that the appropriate entry in execution of such Supplement is authorized or permitted by this Indenture and any Supplement related to any outstanding Series. The Trustee may, but shall not be obligated to, enter into any such Supplement which adversely affects the books and records Trustee's own rights, duties or immunities under this Indenture.
(c) In the event this Indenture shall become qualified under the Trust Indenture Act, every Supplement executed pursuant to this Article VI shall conform to the requirements of the Trust registering such uncertificated interest Indenture Act as then in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplementeffect.
Appears in 1 contract
Samples: Master Trust Indenture and Security Agreement (Sirrom Capital Corp)
New Issuances. (a) The Transferor may from time to time direct the Trustee Trustee, on behalf of the Trust, to authenticate issue one or more new Series of Investor Certificates. The Investor Certificates of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement.
(b) On or before the Series Issuance Date relating to any new Series, the parties hereto will execute and deliver a Supplement which will specify the Principal Terms of such new Series. The terms of such Trustee shall execute the Supplement may modify or amend and the terms of this Agreement solely as applied to such new Series. The obligation of the Trustee to authenticate Transferor shall execute the Investor Certificates of such Series and deliver such Investor Certificates to the Trustee for authentication. In connection with the issuance of a new Series of Investor Certificates or at any other time, a Transferor may surrender its Transferor Certificate to the Trustee in exchange for a newly issued Transferor Certificate and a second certificate (a "Supplemental Certificate"), the terms of which shall be defined in a supplement (a "Transferor Certificate Supplement") to execute and deliver the related this Agreement (which Transferor Certificate Supplement is shall be subject to Section 13.01 to the extent that it amends any of the terms of this Agreement) to be delivered to or upon the order of the Transferor. The issuance of any such Investor Certificates 76 or Supplemental Certificate shall be subject to satisfaction of the following conditions:
(i) on or before the fifth Business Day day immediately preceding the Series Issuance DateDate or Transferor Certificate surrender and exchange, as the case may be, such Transferor shall have given the Trustee, the Servicer, Servicer and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement notice (unless such notice requirement is otherwise waived) of such issuance and the Series Issuance DateDate or such Transferor Certificate surrender and exchange, as the case may be;
(ii) the such Transferor shall have delivered to the Trustee the related Supplement or Transferor Certificate Supplement, as applicable, in form satisfactory to the Trustee, executed by each party hereto (other than the TrusteeTrustee and the Holder of the Supplemental Certificate, if any);
(iii) the such Transferor shall have delivered to the Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee;
(iv) the Transferor Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect or such Transferor Certificate surrender and shall have delivered copies of each such written notice to exchange, as the Servicer and the Trusteecase may be;
(v) such issuance or surrender and exchange, as the case may be, will not result in any Adverse Effect and the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor's Certificate, dated the Series Issuance DateDate or the date of such surrender and exchange, as the case may be, to the effect that the Transferor reasonably believes that such issuance or such surrender and exchange, as the case may be, will not, based on the facts known to such officer at the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Serieshave an Adverse Effect;
(vi) the Transferor shall have delivered to the Trustee, Trustee (with a copy to each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement Agency) a Tax Opinion, dated the Series Issuance DateDate or the date of such surrender and exchange, as the case may be, with respect to such issuanceissuance or surrender and exchange, respectively; and
(vii) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage of the total aggregate amount of Principal Receivables, in each case Receivables plus the principal amount of any Participation Interest theretofore conveyed to the Trust as of the Series Issuance DateDate or the date of such surrender and exchange, as the case may be, shall be greater than the Required Minimum Principal Balance as of the Series Issuance Date or the date of such surrender and exchange, as the case may be, and after giving effect to such issuance. In additionissuance or such surrender and exchange, the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate the Investor Certificates of such Series upon execution thereof by the Transferor.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor may surrender the Base Certificate to the Trustee in exchange for a newly issued Base Certificate and one or more additional certificates (each, a “Supplemental Certificate”), the terms of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(a) to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and
(ii) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion dated the date of such exchange (or transfer or exchange as provided in the next sentence), with respect theretorespectively. Any Supplemental Certificate held by any Person, and any Investor Certificate held by the Transferor at any time after the date of its initial issuance, may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (i) and (ii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver delivery to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of a Tax Opinion dated as of the Trust registering date of such uncertificated interest in transfer or exchange, as the Transferor’s Interest. If the recorded owner of any case may be, with respect to such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplementtransfer or exchange.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (At&t Universal Funding Corp)
New Issuances. (a) The Transferor Seller may from time to time direct the Trustee Trustee, on behalf of the Trust, to authenticate issue one or more new Series of Investor Certificates. The Investor Certificates of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement.
(b) On Upon satisfaction of the conditions set forth in clauses (i) through (vii) below on or before the Series Issuance Date relating to any new Series, the parties hereto will execute and deliver a Supplement which will specify the Principal Terms of such new Series. The terms of such Trustee shall execute the Supplement may modify or amend and the terms of this Agreement solely as applied to such new Series. The obligation of the Trustee to authenticate Seller shall execute the Investor Certificates of such Series and deliver such Investor Certificates to the Trustee for authentication. In connection with the issuance of a new Series of Investor Certificates or at any other time, the Seller may surrender the Seller Certificate to the Trustee in exchange for a newly issued Seller Certificate and a second certificate (a "Supplemental Certificate"), the terms of which shall be defined in a supplement to execute and deliver the related Supplement is this Agreement (which supplement shall be subject to Section 13.01 to the satisfaction extent that it amends any of the following conditions:terms of this Agreement); to be delivered to or upon the order of the Seller (or the holder of a Supplemental Certificate, in the case of the transfer and exchange thereof):
(i) on or before the fifth eighth Business Day immediately preceding the Series Issuance DateDate or Seller Certificate transfer and exchange, as the case may be, the Transferor Seller shall have given the Trustee, the Servicer, Servicer and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement notice (unless such notice requirement is otherwise waived) of such issuance and the Series Issuance DateDate or such Seller Certificate transfer and exchange, as the case may be;
(ii) the Transferor Seller shall have delivered to the Trustee the related Supplement, in form satisfactory to the Trustee, executed by each party hereto other than the Trustee;
(iii) the Transferor Seller shall have delivered to the Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee;
(iv) the Transferor Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect or such Seller Certificate transfer and shall have delivered copies of each such written notice to exchange, as the Servicer and the Trusteecase may be;
(v) such issuance or transfer and exchange, as the Transferor case may be, will not result in any Adverse Effect and the Seller shall have delivered to the Trustee an Officer's Certificate, dated the Series Issuance Date or the date of such transfer and exchange, as the case may be, to the effect that the Seller reasonably believes that such issuance or such transfer and exchange, as the case may be, will not have an Adverse Effect;
(vi) the Seller shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor, dated the Series Issuance Date, to the effect that the Transferor reasonably believes that such issuance will not, based on the facts known to such officer at the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Series;
(vi) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion, dated the Series Issuance DateDate or the date of such transfer and exchange, as the case may be, with respect to such issuanceissuance or transfer and exchange, respectively; and
(vii) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate balances of the Transferor, dated Principal Receivables in the Series Issuance Date to Trust as of the effect that end of the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) next preceding Due Period shall not be less than the Specified Percentage of the total amount of Required Minimum Principal Receivables, in each case Balance as of the Series Issuance DateDate or the date of such transfer and exchange, as the case may be, and after giving effect to such issuance. In additionissuance or such transfer and exchange, the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate the Investor Certificates of such Series upon execution thereof by the Transferorrespectively.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor may surrender the Base Certificate to the Trustee in exchange for a newly issued Base Certificate and one or more additional certificates (each, a “Supplemental Certificate”), the terms of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(a) to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and
(ii) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion dated the date of such exchange (or transfer or exchange as provided in the next sentence), with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (i) and (ii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Household Affinity Funding Corp)
New Issuances. (a) The Transferor Pursuant to one or more Indenture Supplements, the Seller may from time to time direct the Trustee Owner Trustee, on behalf of the Issuer, to authenticate issue one or more new Series of Investor CertificatesNotes (a "New Issuance"). The Investor Certificates Notes of all outstanding Series ------------ shall be equally and ratably entitled as provided herein to the benefits of this Agreement Indenture without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement Indenture and the applicable Indenture Supplement except, with respect to any Series or Class, as provided in the related Indenture Supplement. Interest on and principal of the Notes of each outstanding Series shall be paid as specified in the Indenture Supplement relating to such outstanding Series.
(b) On or before the Series Issuance Closing Date relating to any new SeriesSeries of Notes, the parties hereto will execute and deliver a an Indenture Supplement which will specify the Principal Terms of such new Series. The terms of such Indenture Supplement may modify or amend the terms of this Agreement Indenture solely as applied to such new Series. The obligation of the Owner Trustee to execute, on behalf of the Issuer, the Notes of any Series and of the Indenture Trustee to authenticate such Notes (other than any Series issued pursuant to an Indenture Supplement dated as of the Investor Certificates of such new Series date hereof) and to execute and deliver the related Indenture Supplement is subject to the satisfaction of the following conditions:
(i) on or before the fifth Business Day immediately preceding the Series Issuance Date, Closing Date the Transferor Seller shall have given the Owner Trustee, the ServicerIndenture Trustee, the Servicer and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement notice (unless such notice requirement is otherwise waived) of such issuance and the Series Issuance Closing Date;
(ii) the Transferor Seller shall have delivered to the Owner Trustee and the Indenture Trustee any related Indenture Supplement, in form satisfactory to the Owner Trustee and the Indenture Trustee, executed by each party hereto (other than the Indenture Trustee);
(iii) the Transferor Seller shall have delivered to the Owner Trustee and the Indenture Trustee any related Enhancement Agreement executed by each of the parties thereto, other than Seller and the TrusteeSeries Enhancer;
(iv) the Transferor Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trusteeissuance;
(v) such issuance will not result in any Adverse Effect and the Transferor Seller shall have delivered to the Owner Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement Indenture Trustee an Officer’s Certificate of the Transferor's Certificate, dated the Series Issuance Date, Closing Date to the effect that the Transferor Seller reasonably believes that such issuance will not, based on the facts known to such officer at the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Serieshave an Adverse Effect;
(vi) the Transferor Seller shall have delivered to the Trustee, Owner Trustee and the Indenture Trustee (with a copy to each Rating Agency and any Series Enhancer entitled thereto pursuant Agency) (A) an Opinion of Counsel, dated the Closing Date with respect to such issuance, to the relevant Supplement effect that, except as otherwise stated in the related Indenture Supplement, the Notes of the new Series will be characterized as debt for federal income tax purposes and (B) a Tax Opinion, dated the Series Issuance Date, Closing Date with respect to such issuance; and
(vii) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) Aggregate Principal Balance shall not be less than the Specified Percentage of the total amount of Minimum Aggregate Principal Receivables, in each case Balance as of the Series Issuance Date, Closing Date and after giving effect to such issuance. In addition, the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14.
(c) of Regulation AB. Upon satisfaction of the above conditions, pursuant to Section 2.3, the ----------- Owner Trustee, on behalf of the Issuer, shall execute and the Indenture Trustee shall execute upon written direction of the Supplement Issuer authenticate and authenticate deliver the Investor Certificates Notes of such Series upon execution thereof by as provided in this Indenture and the Transferorapplicable Indenture Supplement.
(cd) If The Issuer may direct the Transferor elects Indenture Trustee in writing to have all or a portion of its interest deposit the net proceeds from any New Issuance in the Transferor’s Interest evidenced by Excess Funding Account. The Issuer may also specify that on any Transfer Date the Base Certificate as provided in Section 6.01 hereof, then proceeds from the Transferor may surrender the Base Certificate to the Trustee in exchange for a newly issued Base Certificate and one or more additional certificates (each, a “Supplemental Certificate”), the terms sale of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(a) to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and
(ii) the Transferor shall have delivered to the Trustee, each Rating Agency and any new Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion dated the date of such exchange (or transfer or exchange as provided in the next sentence), with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of withdrawn from the conditions set forth in clauses (i) Excess Funding Account and (ii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplementtreated as Shared Principal Collections.
Appears in 1 contract
Samples: Master Indenture (Spiegel Inc)
New Issuances. (a) The Transferor may from time to time direct the Trustee Trustee, on behalf of the Trust, to authenticate issue one or more new Series of Investor Certificates. The Investor Certificates of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement.
(b) On or before the Series Issuance Date relating to any new Series, the parties hereto will execute and deliver a Supplement which will specify the Principal Terms of such new Series. The terms of such Trustee shall execute the Supplement may modify or amend and the terms of this Agreement solely as applied to such new Series. The obligation of the Trustee to authenticate Transferor shall execute the Investor Certificates of such Series and deliver such Investor Certificates to the Trustee for authentication. In connection with the issuance of a new Series of Investor Certificates or at any other time, a Transferor may surrender its Transferor Certificate to the Trustee in exchange for a newly issued Transferor Certificate and a second certificate (a "Supplemental Certificate"), the terms of which shall be defined in a supplement (a "Transferor Certificate Supplement") to execute and deliver the related this Agreement (which Transferor Certificate Supplement is shall be subject to Section 13.1 to the extent that it amends any of the terms of this Agreement) to be delivered to or upon the order of the Transferor. The issuance of any such Investor Certificates or Supplemental Certificate shall be subject to satisfaction of the following conditions:
(i) on or before the fifth Business Day day immediately preceding the Series Issuance DateDate or Transferor Certificate surrender and exchange, as the case may be, the Transferor shall have given the Trustee, the Servicer, Servicer and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement notice (unless such notice requirement is otherwise waived) of such issuance and the Series Issuance DateDate or the Transferor Certificate surrender and exchange, as the case may be;
(ii) the Transferor shall have delivered to the Trustee the related Supplement or Transferor Certificate Supplement, as applicable, in form satisfactory to the Trustee, executed by each party hereto (other than the TrusteeTrustee and the Holder of the Supplemental Certificate, if any);
(iii) the Transferor shall have delivered to the Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee;
(iv) the Transferor Trustee shall have received written notice confirmation from each Rating Agency that the Rating Agency Condition shall have been satisfied with respect to such issuance will not have a Ratings Effect or the Transferor Certificate surrender and shall have delivered copies of each such written notice to exchange, as the Servicer and the Trusteecase may be;
(v) such issuance or surrender and exchange, as the case may be, will not result in any Adverse Effect and the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor's Certificate, dated the Series Issuance DateDate or the date of such surrender and exchange, as the case may be, to the effect that the Transferor reasonably believes that such issuance or such surrender and exchange, as the case may be, will not, based on the facts known to such officer at the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Serieshave an Adverse Effect;
(vi) the Transferor shall have delivered to the Trustee, Trustee (with a copy to each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement Agency) a Tax Opinion, dated the Series Issuance DateDate or the date of such surrender and exchange, as the case may be, with respect to such issuanceissuance or surrender and exchange, respectively; and
(vii) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage of the total aggregate amount of Principal Receivables, in each case Receivables plus the principal amount of any Participation Interest theretofore conveyed to the Trust as of the Series Issuance DateDate or the date of such surrender and exchange, as the case may be, shall be greater than the Required Minimum Principal Balance as of the Series Issuance Date or the date of such surrender and exchange, as the case may be, and after giving effect to such issuance. In additionissuance or such surrender and exchange, the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate the Investor Certificates of such Series upon execution thereof by the Transferor.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor may surrender the Base Certificate to the Trustee in exchange for a newly issued Base Certificate and one or more additional certificates (each, a “Supplemental Certificate”), the terms of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(a) to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and
(ii) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion dated the date of such exchange (or transfer or exchange as provided in the next sentence), with respect theretorespectively. Any Supplemental Certificate held by any Person, and any Investor Certificate held by the Transferor at any time after the date of its initial issuance, may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (i) and (ii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver delivery to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of a Tax Opinion dated as of the Trust registering date of such uncertificated interest in transfer or exchange, as the Transferor’s Interest. If the recorded owner of any case may be, with respect to such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplementtransfer or exchange.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Credit Card Receivables Funding Corp)
New Issuances. (a) The Transferor may from time to time direct the Trustee Trustee, on behalf of the Trust, to authenticate one or more new Series of Investor Certificates. The Investor Certificates of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement.
(b) On or before the Series Issuance Closing Date relating to any new Series, the parties hereto will execute and deliver a Supplement which will specify the Principal Terms of such new Series. The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. The obligation of the Trustee to authenticate the Investor Certificates of such new Series and to execute and deliver the related Supplement is subject to the satisfaction of the following conditions; provided, however, that the conditions set forth in clauses (i), (iii), (iv) and (v) below shall not be applicable to the issuance of the first Series of Investor Certificates:
(i) on or before the fifth Business Day immediately preceding the Series Issuance Closing Date, the Transferor shall have given the Trustee, the Servicer, each Rating Agency and any Series Enhancer Enhancement Provider entitled thereto pursuant to the relevant Supplement notice of such issuance and the Series Issuance Closing Date;
(ii) the Transferor shall have delivered to the Trustee the related Supplement, in form satisfactory to the Trustee, executed by each party hereto other than the Trustee;
(iii) the Transferor shall have delivered to the Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee;
(iv) the Transferor Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trusteeissuance;
(v) the Transferor shall have delivered to the Trustee and any Series Enhancer Enhancement Provider entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the TransferorCertificate, dated the Series Issuance Date, to the effect that the Transferor reasonably believes that such issuance will not, based on the facts known to such officer at the time of such certification, then or thereafter cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out an Early Amortization Event to occur with respect to any Series;
(vi) the Transferor shall have delivered to the Trustee, Trustee and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion, dated the Series Issuance Closing Date, with respect to such issuance; and
(vii) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage of the total amount of Principal ReceivablesRequired Retained Transferor Amount, in each case as of the Series Issuance Date, Closing Date and after giving effect to such issuance. In addition, the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate the Investor Certificates of such Series upon execution thereof by the Transferor.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the The Transferor may surrender the Base Transferor Certificate to the Trustee in exchange for a newly issued Base Transferor Certificate and one or more additional certificates (each, a “Supplemental Certificate”), the terms of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(asubsection 13.1(a) to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Required Retained Transferor Amount, as of the date of, and after giving effect to, such exchange;
(ii) the Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee); and
(iiiii) the Transferor shall have delivered to the Trustee, Trustee and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion Opinion, dated the date of such exchange (or transfer or exchange as provided in the next sentencebelow), with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (iii) and (iii) above.
(d) The Transferor Certificate (or any interest therein) may be transferred to a Person which is a member of the “affiliated group” as defined in Code Section 1504(a) of which Retailers National Bank is a member without the consent or approval of the Holders of the Investor Certificates, provided that (i) the Rating Agency Condition shall have been satisfied with respect to such transfer, (ii) the Transferor shall have delivered to the Trustee and each Rating Agency a Tax Opinion, dated the date of such transfer, with respect thereto, and (iii) the Transferor Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Required Retained Transferor Amount. In connection with any such transfer, the Person to whom the Transferor Certificate is transferred will, by its acquisition and holding of an interest in the Transferor Certificate, assume all of the rights and obligations of the Transferor as described in this Agreement and in any Supplement or amendment thereto (including the right under this paragraph (d) with respect to subsequent transfers of an interest in the Transferor Certificate).
(e) The Transferor may direct the Trustee to issue on behalf of the Trust one or more participations (each, a “Participation”), the terms of which shall be defined in a Participation Supplement (which Participation Supplement shall be subject to subsection 13.1(a) to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor upon satisfaction of the following conditions:
(i) the Transferor Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Required Retained Transferor Amount, as of the date of, and after giving effect to, such exchange;
(ii) the Rating Agency Condition shall have been satisfied with respect to such issuance (or transfer as provided below); and
(iii) the Transferor shall have delivered to the Trustee and each Rating Agency a Tax Opinion, dated the date of such issuance (or transfer as provided below), with respect thereto. Any Participation may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (ii) and (iii) above. Notwithstanding anything in this Agreement the foregoing, on the Closing Date, the Transferor shall issue to Retailers National Bank a Participation with respect to which the conditions above need not be specifically satisfied. The Trustee, at the direction of the Transferor, may agree to extend the term of any Participation. Any payments made by the holder of any Participation and received by the Trustee with respect to the contrary and subject to purchase of any Participation or the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate increase in the principal amount of the Transferor may elect at any time, by written notice Participation shall be treated as Collections of Principal Receivables pursuant to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related SupplementSection 4.4.
Appears in 1 contract
New Issuances. (a) The Pursuant to one or more Indenture Supplements, the Transferor may from time to time direct the Owner Trustee in writing, on behalf of the Issuer, to authenticate issue one or more new Series of Investor CertificatesNotes (each, a “New Issuance”). The Investor Certificates Notes of all outstanding Outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement Master Indenture without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement Master Indenture and the applicable Indenture Supplement except, with respect to any Series or Class, as provided in the related Indenture Supplement. Interest on and principal of the Notes of each Outstanding Series shall be paid on each Distribution Date as specified in the Indenture Supplement relating to such Outstanding Series.
(b) On or before the Series Issuance Date relating to any new SeriesSeries of Notes, the parties hereto will execute and deliver a an Indenture Supplement which will specify the Principal Terms of such new Series. The terms of such Indenture Supplement may modify or amend the terms of this Agreement Master Indenture solely as applied to such new Series. The obligation of the Owner Trustee to execute, on behalf of the Issuer, the Notes of any Series and of the Indenture Trustee to authenticate the Investor Certificates of such new Series Notes and to execute and deliver the related Indenture Supplement (other than any Series issued pursuant to an Indenture Supplement dated as of May 1, 2007) is subject to the satisfaction of the following conditions:
(i) on or before the fifth Business Day day immediately preceding the Series Issuance Date, the Transferor shall have given the TrusteeTrustees, the Servicer, Servicer and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement notice (unless such notice requirement is otherwise waived) of such issuance and the Series Issuance Date;
(ii) the Transferor shall have delivered to the Trustee Trustees the related Indenture Supplement, in form satisfactory to the Owner Trustee (as such and in its individual capacity) and the Indenture Trustee, executed by each party hereto other than the Trusteeparties thereto;
(iii) the Transferor shall have delivered to the Trustee Trustees any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee;
(iv) the Transferor shall have received written notice from delivered to the Trustees (with a copy to each Rating Agency that such issuance will not have Agency) a Ratings Effect and shall have delivered copies of each such written notice to Tax Opinion, dated the Servicer and the TrusteeSeries Issuance Date;
(v) the Rating Agency Condition shall have been satisfied with respect to such issuance;
(vi) such issuance will not result in any Adverse Effect and the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement Trustees an Officer’s Certificate of the TransferorCertificate, dated the Series Issuance Date, to the effect that (A) the Transferor reasonably believes that such issuance will not, based on the facts known to such officer at the time of such certification, then cause a Pay Out Event or any event thatresult in an Adverse Effect, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Series;
and (viB) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion, dated the Series Issuance Date, with respect all conditions precedent to such issuanceexecution, authentication, and delivery have been satisfied; and
(vii) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage of the total aggregate amount of Principal ReceivablesReceivables shall be greater than the Required Minimum Principal Balance and the Transferor Interest shall be greater than the Required Transferor Interest, in each case as of the Series Issuance Date, Date and after giving effect to such issuance. In addition, Any Note held by the Transferor agrees to provide notice at any time after the date of new issuances of Series of Investor Certificates as its initial issuance may be required by transferred or exchanged only upon the delivery to the Trust and in accordance the Indenture Trustee of a Tax Opinion dated as of the date of such transfer or exchange, as the case may be, with Item 1121(a)(14respect to such transfer or exchange.
(c) of Regulation AB. Upon satisfaction of the above conditions, pursuant to Section 2.03, the Owner Trustee, on behalf of the Issuer, shall execute and the Indenture Trustee shall execute authenticate and deliver the Supplement and authenticate the Investor Certificates Notes of such Series as provided in this Master Indenture and the applicable Indenture Supplement. Notwithstanding the provisions of this Section, prior to the execution of any Indenture Supplement (other than the Indenture Supplements dated as of May 1, 2007 with respect to the Series 2007-1 Notes and the Series 2007-2 Notes and the Indenture Supplement dated as of May 2, 2007 with respect to the Series 2007-A Notes), the Indenture Trustee and Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution thereof of such Indenture Supplement is authorized or permitted by this Master Indenture and any Indenture Supplement related to any outstanding Series. The Indenture Trustee and Owner Trustee may, but shall not be obligated to, enter into any such Indenture Supplement which adversely affects the TransferorIndenture Trustee’s or Owner Trustee’s (as such or in its individual capacity) own rights, duties, benefits, protections, privileges or immunities under this Master Indenture.
(cd) If The Issuer may direct the Transferor elects Indenture Trustee to have all or a portion of its interest deposit the net proceeds from any New Issuance in the Transferor’s Interest evidenced by Special Funding Account. The Issuer may also specify that on any Transfer Date the Base Certificate as provided in Section 6.01 hereof, then proceeds from the Transferor may surrender the Base Certificate to the Trustee in exchange for a newly issued Base Certificate and one or more additional certificates (each, a “Supplemental Certificate”), the terms sale of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(a) to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and
(ii) the Transferor shall have delivered to the Trustee, each Rating Agency and any new Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion dated the date of such exchange (or transfer or exchange as provided in the next sentence), with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of withdrawn from the conditions set forth in clauses (i) Special Funding Account and (ii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplementtreated as Shared Principal Collections.
Appears in 1 contract
Samples: Master Indenture (Nordstrom Inc)
New Issuances. (a) The Transferor may from time to time direct the Trustee Owner Trustee, on behalf of the Issuer, to authenticate issue one or more new Series of Investor CertificatesNotes (each such issuance a "New Issuance") pursuant to one or more Indenture Supplements. The Investor Certificates ------------ Notes of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement Indenture without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement Indenture and the applicable Indenture Supplement except, with respect to any Series or Class, as provided in the related Indenture Supplement. Interest on the Notes of all outstanding Series shall be paid on the dates specified in or pursuant to the Indenture Supplement relating to such outstanding Series. Principal of the Notes of each outstanding Series shall be paid as specified in or pursuant to the Indenture Supplement relating to such outstanding Series.
(b) On or before the Series Issuance Date relating to any new SeriesSeries of Notes, the parties hereto will execute and deliver a an Indenture Supplement which will specify the Principal Terms of such new Series. The terms of such Indenture Supplement may modify or amend the terms of this Agreement Indenture solely as applied to such new Series. The obligation of the Indenture Trustee to authenticate and deliver the Investor Certificates Notes of such new any Series (other than any Series issued pursuant to an Indenture Supplement dated as of the date hereof) and to execute and deliver the related Indenture Supplement is subject to the satisfaction of the following conditions:
(i) on or before the fifth Business Day day immediately preceding the Series Issuance Date, Date the Transferor shall have given the Indenture Trustee, the ServicerOwner Trustee, the Servicer and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement notice (unless such notice requirement is otherwise waived) of such issuance and the Series Issuance Date;
(ii) the Transferor shall have delivered to the Indenture Trustee and the Owner Trustee any related Indenture Supplement, in form satisfactory to the Indenture Trustee and the Owner Trustee, executed by each party hereto (other than the Indenture Trustee);
(iii) the Transferor shall have delivered to the Indenture Trustee and the Owner Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Indenture Trustee and the Owner Trustee;
(iv) the Transferor Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trusteeissuance;
(v) such issuance will not result in any Adverse Effect and the Transferor shall have delivered to the Indenture Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement Owner Trustee an Officer’s Certificate of the Transferor's Certificate, dated the Series Issuance Date, Date to the effect that the Transferor reasonably believes that such issuance will not, based on the facts known to such officer at the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Serieshave an Adverse Effect;
(vi) the Transferor shall have delivered to the Trustee, Indenture Trustee and the Owner Trustee (with a copy to each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement Agency) a Tax Opinion, dated the Series Issuance Date, Date with respect to such issuance; and
(vii) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage of the total aggregate amount of Principal Receivables, Receivables in each case the related Pool shall be greater than the Required Minimum Principal Balance as of the Series Issuance Date, Date and after giving effect to such issuance. In addition, Any Note held by the Transferor agrees to provide notice at any time after the date of new issuances of Series of Investor Certificates as its initial issuance may be required by and transferred or exchanged only upon the delivery to the Indenture Trustee of a Tax Opinion dated as of the date of such transfer or exchange, as the case may be, with respect to such transfer or exchange.
(c) Any Indenture Supplement providing for the issuance of subseries of Notes within the Series subject to such Indenture Supplement may specify conditions, in accordance addition to the conditions applicable to each such subseries as a Series hereunder, for issuance of such subseries, which conditions shall be consistent with Item 1121(a)(14the conditions for issuance of the related Series.
(d) of Regulation AB. Upon satisfaction of the above conditions, pursuant to Section ------- 2.03, the Owner Trustee, on behalf of the Issuer, shall execute and the ---- Indenture Trustee shall execute authenticate and deliver the Supplement and authenticate the Investor Certificates Notes of such Series as provided in this Indenture and the applicable Indenture Supplement. Notwithstanding the provisions of this Section, prior to the execution of any Indenture Supplement, the Indenture Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution thereof of such Indenture Supplement is authorized or permitted by this Indenture and any Indenture Supplement related to any outstanding Series. The Indenture Trustee may, but shall not be obligated to, enter into any such Indenture Supplement which adversely affects the TransferorIndenture Trustee's own rights, duties or immunities under this Indenture.
(ce) If The Issuer may direct the Transferor elects Indenture Trustee to have all or a portion of its interest deposit the net proceeds from any New Issuance in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor may surrender the Base Certificate to the Trustee in exchange for a newly issued Base Certificate and one or more additional certificates (each, a “Supplemental Certificate”), the terms of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(a) to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and
(ii) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion dated the date of such exchange (or transfer or exchange as provided in the next sentence), Special Funding Account with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (i) and (ii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, Pool. The Issuer may also specify that on any Holder Transfer Date the proceeds from the sale of any new Series which is a Supplemental Certificate that is an Affiliate of Principal Sharing Series may be withdrawn from the Transferor may elect at any time, by written notice Special Funding Account for the related Pool and treated as Shared Principal Collections with respect to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplementsame Principal Sharing Group.
Appears in 1 contract
Samples: Master Indenture (Household Credit Card Master Note Trust I)
New Issuances. (a) The Transferor Sellers may from time to time direct the Trustee Trustee, on behalf of the Trust, to authenticate one or more new Series of Investor Certificates. The Investor Certificates of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and 57 provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement.
(b) . On or before the Series Issuance Closing Date relating to any new Series, the parties hereto will execute and deliver a Supplement which will specify the Principal Terms of such new Series. The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. The obligation of the Trustee to authenticate the Investor Certificates of such new Series and to execute and deliver the related Supplement is subject to the satisfaction of the following conditions:
(i) : on or before the fifth Business Day day immediately preceding the Series Issuance Closing Date, the Transferor Sellers shall have given the Trustee, Trustee and the Servicer, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement Servicer notice of such issuance and the Series Issuance Closing Date;
(ii) ; and on or before the Transferor tenth day immediately preceding the Closing Date, the Sellers shall have given each Rating Agency notice of such issuance; the Sellers shall have delivered to the Trustee the related Supplement, in form satisfactory to the Trustee, executed by each party hereto other than thereto; the Trustee;
(iii) the Transferor Sellers shall have delivered to the Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee;
(iv) ; the Transferor Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to issuance; the Servicer and the Trustee;
(v) the Transferor Sellers shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor's Certificate, dated the Series Issuance Closing Date, to the effect that the Transferor such Seller reasonably believes that such issuance will not, based on the facts known to such officer at the time of such certification, then or thereafter cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Series;
(vi) ; and if any Series of Investor Certificates are outstanding that were characterized as debt at the Transferor time of their issuance, the Sellers shall have delivered to the Trustee, Trustee and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion, dated the Series Issuance Closing Date, with respect to such issuance; and
(vii) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage of the total amount of Principal Receivables, in each case as of the Series Issuance Date, and after giving effect to such issuance. In addition, the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate the Investor Certificates of such Series upon execution thereof by the TransferorColonial.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor may surrender the Base Certificate to the Trustee in exchange for a newly issued Base Certificate and one or more additional certificates (each, a “Supplemental Certificate”), the terms of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(a) to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and
(ii) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion dated the date of such exchange (or transfer or exchange as provided in the next sentence), with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (i) and (ii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Fleet Bank National Association /Ri/)
New Issuances. (a) The Transferor Depositor may from time to time direct the Trustee Trustee, on behalf of the Trust, to authenticate one or more new Series of Investor Certificates. The Investor Certificates of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement.
(b) On or before the Series Issuance Date relating to any new Series, the parties hereto will execute and deliver a Supplement which will specify the Principal Terms of such new Series. The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. The obligation of the Trustee to authenticate the Investor Certificates of such new Series and to execute and deliver the related Supplement is subject to the satisfaction of the following conditions:
(i) on or before the fifth Business Day immediately preceding the Series Issuance Date, the Transferor Depositor shall have given the Trustee, the Servicer, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement notice of such issuance and the Series Issuance Date;
(ii) the Transferor Depositor shall have delivered to the Trustee the related Supplement, in form and substance satisfactory to the Trustee, executed by each party hereto other than the Trustee;
(iii) the Transferor Depositor shall have delivered to the Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee;
(iv) the Transferor Depositor shall have received written notice from each Rating Agency that such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee;
(v) the Transferor Depositor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s 's Certificate of the TransferorDepositor, dated the Series Issuance Date, to the effect that the Transferor Depositor reasonably believes that such issuance will not, based on the facts known to such officer at the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Series;
(vi) the Transferor Depositor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion, dated the Series Issuance Date, with respect to such issuance; and
(vii) the Transferor Depositor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s 's Certificate of the TransferorDepositor, dated the Series Issuance Date to the effect that the Transferor’s Participation Depositor's Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage of the total amount of Principal Receivables, in each case as of the Series Issuance Date, and after giving effect to such issuance. In addition, the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate the Investor Certificates of such Series upon execution thereof by the TransferorDepositor.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor The Depositor may surrender the Base Depositor's Certificate to the Trustee in exchange for a newly issued Base Depositor's Certificate and one or more additional certificates (each, each a “"Supplemental Certificate”"), the terms of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(a) to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor Depositor (or the Holder holder of a Supplemental Certificate, in the case of the transfer or of exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor Depositor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and
(ii) the Transferor Depositor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion Opinion, dated the date of such exchange (or transfer or exchange as provided in the next sentence), with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (i) and (ii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Ace Securities Corp)
New Issuances. (a) The Transferor may from time to time direct the Trustee Trustee, on behalf of the Trust, to authenticate issue one or more new Series of Investor Certificates. The Investor Certificates of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement.
(b) On or before the Series Issuance Date relating to any new Series, the parties hereto will execute and deliver a Supplement which will specify the Principal Terms of such new Series. The terms of such Trustee shall execute the Supplement may modify or amend and the terms of this Agreement solely as applied to such new Series. The obligation of the Trustee to authenticate Transferor shall execute the Investor Certificates of such Series and deliver such Investor Certificates to the Trustee for authentication. In connection with the issuance of a new Series of Investor Certificates or at any other time, a Transferor may surrender its Transferor Certificate to the Trustee in exchange for a newly issued Transferor Certificate and a second certificate (a "Supplemental Certificate"), the terms of which shall be defined in a supplement (a "Transferor Certificate Supplement") to execute and deliver the related this Agreement (which Transferor Certificate Supplement is shall be subject to Section 13.01 to the extent that it amends any of the terms of this Agreement) to be delivered to or upon the order of the Transferor. The issuance of any such Investor Certificates or Supplemental Certificate shall be subject to satisfaction of the following conditions:
(i) on or before the fifth Business Day day immediately preceding the Series Issuance DateDate or Transferor Certificate surrender and exchange, as the case may be, such Transferor shall have given the Trustee, the Servicer, Servicer and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement notice (unless such notice requirement is otherwise waived) of such issuance and the Series Issuance DateDate or such Transferor Certificate surrender and exchange, as the case may be;
(ii) the such Transferor shall have delivered to the Trustee the related Supplement or Transferor Certificate Supplement, as applicable, in form satisfactory to the Trustee, executed by each party hereto (other than the TrusteeTrustee and the Holder of the Supplemental Certificate, if any);
(iii) the such Transferor shall have delivered to the Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee;
(iv) the Transferor Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect or such Transferor Certificate surrender and shall have delivered copies of each such written notice to exchange, as the Servicer and the Trusteecase may be;
(v) such issuance or surrender and exchange, as the case may be, will not result in any Adverse Effect and the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor's Certificate, dated the Series Issuance DateDate or the date of such surrender and exchange, as the case may be, to the effect that the Transferor reasonably believes that such issuance or such surrender and exchange, as the case may be, will not, based on the facts known to such officer at the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Serieshave an Adverse Effect;
(vi) the Transferor shall have delivered to the Trustee, Trustee (with a copy to each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement Agency) a Tax Opinion, dated the Series Issuance DateDate or the date of such surrender and exchange, as the case may be, with respect to such issuanceissuance or surrender and exchange, respectively; and
(vii) the aggregate amount of Principal Receivables plus the principal amount of any Participation Interest theretofore conveyed to the Trust as of the Series Issuance Date or the date of such surrender and exchange, as the case may be, shall be greater than the Required Minimum Principal Balance as of the Series Issuance Date or the date of such surrender and exchange, as the case may be, and after giving effect to such issuance or such surrender and exchange, respectively, and the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s 's Certificate of the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage of the total amount of Principal Receivables, in each case as of the Series Issuance Date, and after giving effect to such issuance. In addition, the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate the Investor Certificates of such Series upon execution thereof by the Transferor.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor may surrender the Base Certificate to the Trustee in exchange for a newly issued Base Certificate and one or more additional certificates (each, a “Supplemental Certificate”), the terms of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(a) to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and
(ii) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion dated the date of such exchange (or transfer or exchange as provided in the next sentence), with respect theretoeffect. Any Supplemental Certificate held by any Person, and any Investor Certificate held by the Transferor at any time after the date of its initial issuance, may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (i) and (ii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver delivery to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of a Tax Opinion dated as of the Trust registering date of such uncertificated interest in transfer or exchange, as the Transferor’s Interest. If the recorded owner of any case may be, with respect to such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplementtransfer or exchange.
Appears in 1 contract
New Issuances. (a) The Transferor may from time to time direct the Trustee Trustee, on behalf of the Trust, to authenticate one or more new Series of Investor Certificates. The Investor Certificates of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement.
(b) On or before the Series Issuance Closing Date relating to any new Series, the parties hereto will execute and deliver a Supplement which will specify the Principal Terms of such new Series. The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. The obligation of the Trustee to authenticate the Investor Certificates of such new Series and to execute and deliver the related Supplement is subject to the satisfaction of the following conditions; provided, however, that the conditions set forth in clauses (i), (iii), (iv) and (v) shall not be applicable to the issuance of the first Series of Investor Certificates:
(i) on or before the fifth tenth Business Day immediately preceding the Series Issuance Closing Date, the Transferor shall have given the Trustee, the Servicer, each Rating Agency and any Series Enhancer Enhancement Provider entitled thereto pursuant to the relevant Supplement notice of such issuance and the Series Issuance Closing Date;
(ii) the Transferor shall have delivered to the Trustee the related Supplement, in form satisfactory to the Trustee, executed by each party hereto other than the Trustee;
(iii) the Transferor shall have delivered to the Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee;
(iv) the Transferor Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trusteeissuance;
(v) the Transferor shall have delivered to the Trustee and any Series Enhancer Enhancement Provider entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor's Certificate, dated the Series Issuance Date, to the effect that the Transferor reasonably believes that such issuance will not, based on the facts known to such officer at the time of such certification, then or thereafter cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Series;
(vi) the Transferor shall have delivered to the Trustee, Trustee and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion, dated the Series Issuance Closing Date, with respect to such issuanceissuance and an Opinion of Counsel substantially to the effect that the Transferor was duly incorporated and is validly existing and that the Investor Certificates of such Series, when executed, authenticated, delivered and paid for, will be duly and validly issued and outstanding; and
(vii) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage of the total amount of Principal ReceivablesMinimum Transferor Amount, in each case as of the Series Issuance Date, Closing Date and after giving effect to such issuance. In addition, the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate the Investor Certificates of such Series upon execution thereof by the Transferor.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the The Transferor may surrender the Base Exchangeable Transferor Certificate to the Trustee in exchange for a newly issued Base Exchangeable Transferor Certificate and one or more additional certificates (each, each a “"Supplemental Certificate”"), the terms of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(a13.1(a) to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Minimum Transferor Amount, as of the date of, and after giving effect to, such exchange;
(ii) the Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee); and
(iiiii) the Transferor shall have delivered to the Trustee, Trustee and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion Opinion, dated the date of such exchange (or transfer or exchange as provided in the next sentencebelow), with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (iii) and (iii) above.
(d) The Exchangeable Transferor Certificate (or any interest therein) may be transferred to a Person which is a member of the "affiliated group" as defined in Code Section 1504(a) of which Pier 1 Funding is a member without the consent or approval of the Holders of the Investor Certificates, provided that (i) the Rating Agency Condition shall have been satisfied with respect to such transfer and the Transferor shall have delivered to the Trustee and each Rating Agency, (ii) a Tax Opinion, dated the date of such transfer, with respect thereto, and (iii) the Transferor Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Minimum Transferor Amount. In connection with any such transfer, the Person to whom the Exchangeable Transferor Certifi- cate is transferred will, by its acquisition and holding of an interest in the Exchangeable Transferor Certificate, assume all of the rights and obligations of the Transferor as described in this Agreement and in any Supplement or amendment thereto (including the right under this subsection (d) with respect to subsequent transfers of an interest in the Exchangeable Transferor Certificate).
(e) The Transferor may direct the Trustee to issue on behalf of the Trust one or more participations (each, a "Participation"), the terms of which shall be defined in a Participation Supplement (the "Participation Supplement," which shall be subject to Section 13.1(a) to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor upon satisfaction of the following conditions:
(i) the Transferor Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Minimum Transferor Amount, as of the date of, and after giving effect to, such exchange;
(ii) the Rating Agency Condition shall have been satisfied with respect to such issuance (or transfer as provided below); and
(iii) the Transferor shall have delivered to the Trustee and each Rating Agency a Tax Opinion, dated the date of such issuance (or transfer as provided below), with respect thereto. Any Participation may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (ii) and (iii) above. Notwithstanding anything in this Agreement The Trustee, at the direction of the Transferor, may agree to extend the term of any Participation. Any payments made by the holder of any Participation and re- ceived by the Trustee with respect to the contrary and subject to purchase of any Participation or the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate increase in the principal amount of the Transferor may elect at any time, by written notice Participation shall be treated as Collections of Principal Receivables pursuant to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplementsubsection 4.4.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Pier 1 Imports Inc/De)
New Issuances. (a) The Transferor Pursuant to one or more Indenture Supplements, Issuer may from time to time direct the Trustee to authenticate issue one or more new Series of Investor CertificatesNotes (a “New Issuance”). The Investor Certificates Notes of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement Indenture without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement Indenture and the applicable related Indenture Supplement except, with respect to any Series or Class, as provided in the Indenture Supplement related Supplementto such Series. Interest on and principal of the Notes of each outstanding Series shall be paid as specified in the Indenture Supplement relating to such outstanding Series.
(b) On or before the Series Issuance Closing Date relating to any new SeriesNew Issuance, the parties hereto will execute and deliver a an Indenture Supplement which will specify the Principal Terms of such the new SeriesSeries to be issued. The terms of such Indenture Supplement may modify or amend the terms of this Agreement Indenture solely as applied to such new Series. The obligation of Issuer to execute the Notes of any Series and of Indenture Trustee to authenticate such Notes (other than any Series issued pursuant to an Indenture Supplement dated as of the Investor Certificates of such new Series date hereof) and to execute and deliver the related Indenture Supplement is subject to the satisfaction of the following conditions:
(i) on or before the fifth Business Day immediately preceding the Series Issuance Dateapplicable Closing Date (unless a shorter period shall be acceptable to Indenture Trustee and each applicable Rating Agency), the Transferor Issuer shall have given the TrusteeIndenture Trustee and, the Servicerif there are any Rated Notes Outstanding, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement notice (unless such notice requirement is otherwise waived) of such issuance New Issuance and the Series Issuance Closing Date;
(ii) the Transferor Issuer shall have delivered to the Indenture Trustee the any related Indenture Supplement, in form satisfactory to Issuer and reasonably satisfactory to the Indenture Trustee, executed by each party hereto other than the Trusteehereto;
(iii) the Transferor Issuer shall have delivered to the Indenture Trustee any related Enhancement Agreement to be entered into in connection with such New Issuance executed by each of the parties thereto, other than the TrusteeSeries Enhancer;
(iv) if there are any Rated Notes Outstanding, the Transferor Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trusteeissuance;
(v) the Transferor such New Issuance will not result in any Event of Default or Issuer Pay Out Event and Issuer shall have delivered to the Indenture Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the TransferorCertificate, dated the Series Issuance Date, Closing Date to the effect that the Transferor Issuer reasonably believes that such issuance will not, based on the facts known to such officer at the time of such certification, then cause a result in an Event of Default or Issuer Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any SeriesEvent;
(vi) the Transferor Issuer shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant Indenture Trustee an Officer’s Certificate to the relevant Supplement a Tax Opinion, dated effect that the Series Issuance Date, with respect Aggregate Receivables Balance shall not be less than the Minimum Aggregate Receivables Balance as of the applicable Closing Date and after giving effect to such issuanceNew Issuance; and
(vii) the Transferor Issuer shall have delivered to the Indenture Trustee and any Series Enhancer entitled thereto pursuant an Opinion of Counsel with respect to the relevant Supplement an Officer’s Certificate enforceability of the Transferor, dated related Indenture Supplement against the Series Issuance Date to the effect that the Transferor’s Participation Amount Issuer.
(excluding the interest represented by any Supplemental Certificatec) shall not be less than the Specified Percentage of the total amount of Principal Receivables, in each case as of the Series Issuance Date, and after giving effect to such issuance. In addition, the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. Upon satisfaction of the above conditions, the Trustee pursuant to Section 2.2, Issuer, shall execute and Indenture Trustee shall, upon receipt of an Issuer Request, authenticate and deliver the Supplement and authenticate the Investor Certificates Notes of such Series upon execution thereof by the Transferor.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor may surrender the Base Certificate to the Trustee in exchange for a newly issued Base Certificate and one or more additional certificates (each, a “Supplemental Certificate”), the terms of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(a) to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer Indenture and the Trustee; and
(ii) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion dated the date of such exchange (or transfer or exchange as provided in the next sentence), with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (i) and (ii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related applicable Indenture Supplement.
Appears in 1 contract
Samples: Master Indenture (Smurfit-Stone Container Enterprises Inc)
New Issuances. (a) The Transferor Pursuant to one or more Indenture Supplements, the Issuer may from time to time direct the Trustee Indenture Trustee, on behalf of the Issuer, to authenticate issue one or more new Series of Investor CertificatesNotes or an O/C Certificate (a “New Issuance”). The Investor Certificates Outstanding Classes of all outstanding Series Notes shall be equally and ratably entitled as provided herein to the benefits of this Agreement Indenture without preference, priority or distinctiondistinction on account of the actual time of the authentication and delivery or Expected Principal Payment Date or Stated Maturity Date, all in accordance with the terms and provisions of this Agreement Indenture and the applicable Indenture Supplement except, with respect to any Series or Class, as provided in the related Indenture Supplement. The total principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is not limited.
(b) On or before the Series Issuance Date relating to any new Series, the parties hereto will execute and deliver a an Indenture Supplement which will specify the Principal Terms of such new Series. The terms of such Indenture Supplement may modify or amend the terms of this Agreement Indenture solely as applied to such new Series. The obligation of Indenture Trustee shall execute the Trustee to authenticate Indenture Supplement and the Investor Certificates Issuer shall execute the Notes and O/C Certificate of such new Series and to execute and deliver the related Notes and O/C Certificate to the Indenture Trustee for authentication and delivery. The issuance of any such Notes or O/C Certificate of any new Series (other than any Series issued pursuant to an Indenture Supplement is dated as of the date hereof) shall be subject to the satisfaction of the following conditions:
(i) on or before the fifth (5th) Business Day immediately preceding the Series Issuance Date, the Transferor Issuer shall have given notice to the Indenture Trustee, the Servicer, Servicer and each Rating Agency and Agency, if any, that has rated any Series Enhancer entitled thereto pursuant to the relevant Supplement or Class (unless such notice requirement is otherwise waived) of such issuance and the Series Issuance Date;
(ii) the Transferor Issuer shall have delivered to the Indenture Trustee the related Indenture Supplement, in a form satisfactory to the Indenture Trustee, executed by each party hereto (other than the Indenture Trustee) and specifying the relevant Principal Terms;
(iii) the Transferor Issuer shall have delivered to the Indenture Trustee any related Series Enhancement Agreement executed by each of the parties thereto, other than the Indenture Trustee;
(iv) the Transferor Rating Agency Condition, if applicable, shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trusteeissuance;
(v) such issuance will not result in the Transferor occurrence of a Default, an Adverse Effect or an Early Redemption Event or Reinvestment Event for any Series, and the Issuer shall have delivered to the Indenture Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the TransferorIssuer, dated the Series Issuance DateDate for such Series, to the effect that (1) the Transferor Issuer reasonably believes that such issuance will not, based on the facts known to the Person executing such officer at Officer’s Certificate, have an Adverse Effect or result in the time occurrence of such certification, then cause a Pay Out Default or Early Redemption Event or Reinvestment Event for any event thatSeries then Outstanding and (2) all conditions precedent to such execution, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Series;authentication and delivery have been satisfied; and
(vi) the Transferor Issuer shall have delivered to the Trustee, Indenture Trustee and the Owner Trustee (with a copy to each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement Agency, as applicable), a Tax Opinion, dated the Series Issuance Date, with respect to such issuance; and
(vii) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor, Opinion dated the Series Issuance Date to addressing the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage of the total amount of Principal Receivables, in each case as of the Series Issuance Date, and after giving effect to such issuance. In addition, the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate the Investor Certificates of such Series upon execution thereof by the TransferorNew Issuance.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor may surrender the Base Certificate to the Trustee in exchange for a newly issued Base Certificate and one or more additional certificates (each, a “Supplemental Certificate”), the terms of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(a) to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and
(ii) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion dated the date of such exchange (or transfer or exchange as provided in the next sentence), with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (i) and (ii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplement.
Appears in 1 contract
Samples: Master Indenture (Compucredit Corp)
New Issuances. (a) The Transferor Depositor may from time to ------------- time direct the Trustee Trustee, on behalf of the Trust, to authenticate one or more new Series of Investor Certificates. The Investor Certificates of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement.
(b) On or before the Series Issuance Date relating to any new Series, the parties hereto will execute and deliver a Supplement which will specify the Principal Terms of such new Series. The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. The obligation of the Trustee to authenticate the Investor Certificates of such new Series and to execute and deliver the related Supplement is subject to the satisfaction of the following conditions:
(i) on or before the fifth Business Day immediately preceding the Series Issuance Date, the Transferor Depositor shall have given the Trustee, the Servicer, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement notice of such issuance and the Series Issuance Date;
(ii) the Transferor Depositor shall have delivered to the Trustee the related Supplement, in form and substance satisfactory to the Trustee, executed by each party hereto other than the Trustee;
(iii) the Transferor Depositor shall have delivered to the Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee;
(iv) the Transferor Depositor shall have received written notice from each Rating Agency that such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee;
(v) the Transferor Depositor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s 's Certificate of the TransferorDepositor, dated the Series Issuance Date, to the effect that the Transferor Depositor reasonably believes that such issuance will not, based on the facts known to such officer at the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Series;
(vi) the Transferor Depositor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion, dated the Series Issuance Date, with respect to such issuance; and
(vii) the Transferor Depositor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s 's Certificate of the TransferorDepositor, dated the Series Issuance Date to the effect that the Transferor’s Participation Depositor's Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage of the total amount of Principal Receivables, in each case as of the Series Issuance Date, and after giving effect to such issuance. In addition, the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate the Investor Certificates of such Series upon execution thereof by the TransferorDepositor.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor The Depositor may surrender the Base Depositor's Certificate to the Trustee in exchange for a newly issued Base Depositor's Certificate and one or more additional certificates (each, each a “"Supplemental Certificate”"), the terms of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(a) to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor Depositor (or the Holder holder of a Supplemental Certificate, in the case of the transfer or of exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor Depositor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and
(ii) the Transferor Depositor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion Opinion, dated the date of such exchange (or transfer or exchange as provided in the next sentence), with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (i) and (ii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Asset Backed Securities Corp)
New Issuances. (a) The Transferor may from time to time direct the Trustee Trustee, on behalf of the Trust, to authenticate one or more new Series of Investor Certificates. The Investor Certificates of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement.
(b) On or before the Series Issuance Closing Date relating to any new Series, the parties hereto will execute and deliver a Supplement which will specify the Principal Terms of such new Series. The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. The obligation of the Trustee to authenticate the Investor Certificates of such new Series and to execute and deliver the related Supplement is subject to the satisfaction of the following conditions; provided, however, that the conditions set forth in clauses (i), (iii), (iv) and (v) below shall not be applicable to the issuance of the first Series of Investor Certificates:
(i) on or before the fifth Business Day immediately preceding the Series Issuance Closing Date, the Transferor shall have given the Trustee, the Servicer, each Rating Agency and any Series Enhancer Enhancement Provider entitled thereto pursuant to the relevant Supplement notice of such issuance and the Series Issuance Closing Date;
(ii) the Transferor shall have delivered to the Trustee the related Supplement, in form satisfactory to the Trustee, executed by each party hereto other than the Trustee;
(iii) the Transferor shall have delivered to the Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee;
(iv) the Transferor Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trusteeissuance;
(v) the Transferor shall have delivered to the Trustee and any Series Enhancer Enhancement Provider entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor's Certificate, dated the Series Issuance Date, to the effect that the Transferor reasonably believes that such issuance will not, based on the facts known to such officer at the time of such certification, then or thereafter cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out an Early Amortization Event to occur with respect to any Series;
(vi) the Transferor shall have delivered to the Trustee, Trustee and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion, dated the Series Issuance Closing Date, with respect to such issuance; and
(vii) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage of the total amount of Principal ReceivablesRequired Retained Transferor Amount, in each case as of the Series Issuance Date, Closing Date and after giving effect to such issuance. In addition, the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate the Investor Certificates of such Series upon execution thereof by the Transferor.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the The Transferor may surrender the Base Transferor Certificate to the Trustee in exchange for a newly issued Base Transferor Certificate and one or more additional certificates (each, a “"Supplemental Certificate”"), the terms of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(asubsection 13.1(a) to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Required Retained Transferor Amount, as of the date of, and after giving effect to, such exchange;
(ii) the Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee); and
(iiiii) the Transferor shall have delivered to the Trustee, Trustee and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion Opinion, dated the date of such exchange (or transfer or exchange as provided in the next sentencebelow), with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (iii) and (iii) above.
(d) The Transferor Certificate (or any interest therein) may be transferred to a Person which is a member of the "affiliated group" as defined in Code Section 1504(a) of which Retailers National Bank is a member without the consent or approval of the Holders of the Investor Certificates, provided that (i) the Rating Agency Condition shall have been satisfied with respect to such transfer, (ii) the Transferor shall have delivered to the Trustee and each Rating Agency a Tax Opinion, dated the date of such transfer, with respect thereto, and (iii) the Transferor Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Required Retained Transferor Amount. In connection with any such transfer, the Person to whom the Transferor Certificate is transferred will, by its acquisition and holding of an interest in the Transferor Certificate, assume all of the rights and obligations of the Transferor as described in this Agreement and in any Supplement or amendment thereto (including the right under this paragraph (d) with respect to subsequent transfers of an interest in the Transferor Certificate).
(e) The Transferor may direct the Trustee to issue on behalf of the Trust one or more participations (each, a "Participation"), the terms of which shall be defined in a Participation Supplement (which Participation Supplement shall be subject to subsection 13.1(a) to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor upon satisfaction of the following conditions:
(i) the Transferor Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Required Retained Transferor Amount, as of the date of, and after giving effect to, such exchange;
(ii) the Rating Agency Condition shall have been satisfied with respect to such issuance (or transfer as provided below); and
(iii) the Transferor shall have delivered to the Trustee and each Rating Agency a Tax Opinion, dated the date of such issuance (or transfer as provided below), with respect thereto. Any Participation may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (ii) and (iii) above. Notwithstanding anything in this Agreement the foregoing, on the Closing Date, the Transferor shall issue to Retailers National Bank a Participation with respect to which the conditions above need not be specifically satisfied. The Trustee, at the direction of the Transferor, may agree to extend the term of any Participation. Any payments made by the holder of any Participation and received by the Trustee with respect to the contrary and subject to purchase of any Participation or the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate increase in the principal amount of the Transferor may elect at any time, by written notice Participation shall be treated as Collections of Principal Receivables pursuant to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related SupplementSection 4.4.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Target Receivables Corp)
New Issuances. (a) The Transferor Sellers may from time to time direct the Trustee Trustee, on behalf of the Trust, to authenticate issue one or more new Series of Investor Certificates. The Investor Certificates of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement.
(b) On or before the Series Issuance Date relating to any new Series, the parties hereto will execute and deliver a Supplement which will specify the Principal Terms of such new Series. The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. The obligation of the Trustee to authenticate issue the Investor Certificates of such new Series and to execute and deliver the related Supplement is subject to the satisfaction of the following conditions:
(i) on or before the fifth Business Day immediately preceding the Series Issuance Date, the Transferor Sellers shall have given the Trustee, the Servicer, each Rating Agency and any each Series Enhancer entitled thereto pursuant to the relevant Supplement notice of such issuance and the Series Issuance Date;
(ii) the Transferor Sellers shall have delivered to the Trustee the related Supplement, in form satisfactory to the Trustee, executed by each party hereto other than the Trustee;
(iii) the Transferor Sellers shall have delivered to the Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee;
(iv) the Transferor Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trusteeissuance;
(v) such issuance will not result in the Transferor occurrence of an Amortization Event and the Sellers shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate a certificate of the Transferora Vice President or more senior officer, dated the Series Issuance Date, to the effect that the Transferor such Seller reasonably believes that such issuance will not, based on not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in the facts known to such officer at the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Seriesfuture;
(vi) the Transferor Sellers shall have delivered to the Trustee, each Rating Agency and any each Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion, dated the Series Issuance Date, with respect to such issuance; and
(vii) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an OfficerBank’s Certificate of the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) Interest shall not be less than the Specified Percentage 2% of the total amount of Principal Receivables, in each case as of the Series Issuance Date, and after giving effect to such issuance. In addition, the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate issue to the Bank the Investor Certificates of such Series upon for execution thereof by and redelivery to the TransferorTrustee for authentication.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor The Bank may surrender the Base Bank Certificate to the Trustee in exchange for a newly issued Base Bank Certificate and one or more additional certificates a second certificate (each, a “Supplemental Certificate”), the terms of which shall be defined in a Supplement supplement to this Agreement (which Supplement supplement shall be subject to to
Section 13.01(a) 13.01 to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor Bank (or the Holder holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor Bank’s Interest shall not be less than 2% of the total amount of Principal Receivables, in each case as of the date of, and after giving effect to, such exchange;
(ii) the Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee); and
(iiiii) the Transferor Sellers shall have delivered to the Trustee, each Rating Agency and any each Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion Opinion, dated the date of such exchange (or transfer or exchange as provided in the next sentencebelow), with respect thereto. The Bank Certificate will at all times be beneficially owned by Citibank. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (iii) and (iiiii) above. Notwithstanding anything in this Agreement The conditions set forth above shall also apply to the contrary and subject designation of an Additional Seller pursuant to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related SupplementSection 2.09(f).
Appears in 1 contract
New Issuances. (a) The Transferor may from time to time direct the Trustee Owner Trustee, on behalf of the Issuer, to authenticate issue one or more new Series of Investor CertificatesNotes (each such issuance a "New Issuance") pursuant to one or more Indenture Supplements. The Investor Certificates Notes of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement Indenture without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement Indenture and the applicable Indenture Supplement except, with respect to any Series or Class, as provided in the related Indenture Supplement. Interest on the Notes of all outstanding Series shall be paid on the dates specified in or pursuant to the Indenture Supplement relating to such outstanding Series. Principal of the Notes of each outstanding Series shall be paid as specified in or pursuant to the Indenture Supplement relating to such outstanding Series.
(b) On or before the Series Issuance Date relating to any new SeriesSeries of Notes, the parties hereto will execute and deliver a an Indenture Supplement which will specify the Principal Terms of such new Series. The terms of such Indenture Supplement may modify or amend the terms of this Agreement Indenture solely as applied to such new Series. The obligation of the Indenture Trustee to authenticate and deliver the Investor Certificates Notes of such new any Series (other than any Series issued pursuant to an Indenture Supplement dated as of the date hereof) and to execute and deliver the related Indenture Supplement is subject to the satisfaction of the following conditions:
(i) on or before the fifth Business Day day immediately preceding the Series Issuance Date, Date the Transferor shall have given the Indenture Trustee, the ServicerOwner Trustee, the Servicer and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement notice (unless such notice requirement is otherwise waived) of such issuance and the Series Issuance Date;
(ii) the Transferor shall have delivered to the Indenture Trustee and the Owner Trustee any related Indenture Supplement, in form satisfactory to the Indenture Trustee and the Owner Trustee, executed by each party hereto (other than the Indenture Trustee);
(iii) the Transferor shall have delivered to the Indenture Trustee and the Owner Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Indenture Trustee and the Owner Trustee;
(iv) the Transferor Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trusteeissuance;
(v) such issuance will not result in any Adverse Effect and the Transferor shall have delivered to the Indenture Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement Owner Trustee an Officer’s Certificate of the Transferor's Certificate, dated the Series Issuance Date, Date to the effect that the Transferor reasonably believes that such issuance will not, based on the facts known to such officer at the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Serieshave an Adverse Effect;
(vi) the Transferor shall have delivered to the Trustee, Indenture Trustee and the Owner Trustee (with a copy to each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement Agency) a Tax Opinion, dated the Series Issuance Date, Date with respect to such issuance; and
(vii) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage of the total aggregate amount of Principal Receivables, Receivables in each case the related Pool shall be greater than the Required Minimum Principal Balance as of the Series Issuance Date, Date and after giving effect to such issuance. In addition, Any Note held by the Transferor agrees to provide notice at any time after the date of new issuances of Series of Investor Certificates as its initial issuance may be required by and transferred or exchanged only upon the delivery to the Indenture Trustee of a Tax Opinion dated as of the date of such transfer or exchange, as the case may be, with respect to such transfer or exchange.
(c) Any Indenture Supplement providing for the issuance of subseries of Notes within the Series subject to such Indenture Supplement may specify conditions, in accordance addition to the conditions applicable to each such subseries as a Series hereunder, for issuance of such subseries, which conditions shall be consistent with Item 1121(a)(14the conditions for issuance of the related Series.
(d) of Regulation AB. Upon satisfaction of the above conditions, pursuant to Section 2.03, the Owner Trustee, on behalf of the Issuer, shall execute and the Indenture Trustee shall execute authenticate and deliver the Supplement and authenticate the Investor Certificates Notes of such Series as provided in this Indenture and the applicable Indenture Supplement. Notwithstanding the provisions of this Section, prior to the execution of any Indenture Supplement, the Indenture Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution thereof of such Indenture Supplement is authorized or permitted by this Indenture and any Indenture Supplement related to any outstanding Series. The Indenture Trustee may, but shall not be obligated to, enter into any such Indenture Supplement which adversely affects the TransferorIndenture Trustee's own rights, duties or immunities under this Indenture.
(ce) If The Issuer may direct the Transferor elects Indenture Trustee to have all or a portion of its interest deposit the net proceeds from any New Issuance in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor may surrender the Base Certificate to the Trustee in exchange for a newly issued Base Certificate and one or more additional certificates (each, a “Supplemental Certificate”), the terms of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(a) to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and
(ii) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion dated the date of such exchange (or transfer or exchange as provided in the next sentence), Special Funding Account with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (i) and (ii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, Pool. The Issuer may also specify that on any Holder Transfer Date the proceeds from the sale of any new Series which is a Supplemental Certificate that is an Affiliate of Principal Sharing Series may be withdrawn from the Transferor may elect at any time, by written notice Special Funding Account for the related Pool and treated as Shared Principal Collections with respect to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplementsame Principal Sharing Group.
Appears in 1 contract
Samples: Master Indenture (Household Affinity Funding Corp Iii)
New Issuances. (a) The Transferor may from time to time direct the Trustee to authenticate one or more new Series of Investor Certificates. The Investor Certificates of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement.
(b) On or before the Series Issuance Date relating to any new Series, the parties hereto will execute and deliver a Supplement which will specify the Principal Terms of such new Series. The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. The obligation of the Trustee to authenticate the Investor Certificates of such new Series and to execute and deliver the related Supplement is subject to the satisfaction of the following conditions:
(i) on or before the fifth Business Day immediately preceding the Series Issuance Date, the Transferor shall have given the Trustee, the Servicer, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement notice of such issuance and the Series Issuance Date;
(ii) the Transferor shall have delivered to the Trustee the related Supplement, in form satisfactory to the Trustee, executed by each party hereto other than the Trustee;
(iii) the Transferor shall have delivered to the Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee;
(iv) the Transferor shall have received written notice from each Rating Agency that such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee;
(v) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s 's Certificate of the Transferor, dated the Series Issuance Date, to the effect that the Transferor reasonably believes that such issuance will not, based on the facts known to such officer at the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Series;
(vi) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion, dated the Series Issuance Date, with respect to such issuance; and
(vii) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s 's Certificate of the Transferor, dated the Series Issuance Date to the effect that the Transferor’s 's Participation Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage of the total amount of Principal Receivables, in each case as of the Series Issuance Date, and after giving effect to such issuance. In addition, the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate the Investor Certificates of such Series upon execution thereof by the Transferor.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s 's Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor may surrender the Base Certificate to the Trustee in exchange for a newly issued Base Certificate and one or more additional certificates (each, a “"Supplemental Certificate”"), the terms of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(a) to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and
(ii) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion dated the date of such exchange (or transfer or exchange as provided in the next sentence), with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (i) and (ii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s 's Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s 's Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s 's Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s 's Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Capital One Master Trust)
New Issuances. (a) The Transferor Depositor may from time to time direct the Trustee Trustee, on behalf of the Trust, to authenticate one or more new Series of Investor Certificates. The Investor Certificates of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement.
(b) On or before the Series Issuance Date relating to any new Series, the parties hereto will execute and deliver a Supplement which will specify the Principal Terms of such new Series. The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. The obligation of the Trustee to authenticate the Investor -52- 58 Certificates of such new Series and to execute and deliver the related Supplement is subject to the satisfaction of the following conditions:
(i) on or before the fifth Business Day immediately preceding the Series Issuance Date, the Transferor Depositor shall have given the Trustee, the Servicer, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement notice of such issuance and the Series Issuance Date;
(ii) the Transferor Depositor shall have delivered to the Trustee the related Supplement, in form and substance satisfactory to the Trustee, executed by each party hereto other than the Trustee;
(iii) the Transferor Depositor shall have delivered to the Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee;
(iv) the Transferor Depositor shall have received written notice from each Rating Agency that such issuance will not have a Ratings Effect satisfy the Rating Agency Condition and shall have delivered copies of each such written notice to the Servicer and the Trustee;
(v) the Transferor Depositor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s 's Certificate of the TransferorDepositor, dated the Series Issuance Date, to the effect that the Transferor Depositor reasonably believes that such issuance will not, based on the facts known to such officer at the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Series;
(vi) the Transferor Depositor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion, dated the Series Issuance Date, with respect to such issuance; and
(vii) the Transferor Depositor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s 's Certificate of the TransferorDepositor, dated the Series Issuance Date to the effect that the Transferor’s Participation Depositor's Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage of the total amount of Principal Receivables, in each case as of the Series Issuance Date, and after giving effect to such issuance. In addition, the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate the Investor Certificates of such Series upon execution thereof by the TransferorDepositor.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor The Depositor may surrender the Base Depositor's Certificate to the Trustee in exchange for a newly issued Base Depositor's Certificate and one or more additional certificates (each, each a “"Supplemental Certificate”"), the terms of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(a) to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:of
(i) the Transferor Depositor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect satisfy the Rating Agency Condition and shall have delivered copies of each such written notice to the Servicer and the Trustee; and
(ii) the Transferor Depositor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion Opinion, dated the date of such exchange (or transfer or exchange as provided in the next sentence), with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (i) and (ii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Asset Backed Securities Corp)
New Issuances. (a) The Transferor Transferors may from time to time direct the Trustee to authenticate one or more new Series of Investor Certificates. The Investor Certificates of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement.
(b) On or before the Series Issuance Date relating to any new Series, the parties hereto will execute and deliver a Supplement which will specify the Principal Terms of such new Series. The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. The obligation of the Trustee to authenticate the Investor Certificates of such new Series and to execute and deliver the related Supplement is subject to the satisfaction of the following conditions:
(i) on or before the fifth Business Day immediately preceding the Series Issuance Date, the Transferor Transferors shall have given the Trustee, the Servicer, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement notice of such issuance and the Series Issuance Date;
(ii) the Transferor Transferors shall have delivered to the Trustee the related Supplement, in form satisfactory to the Trustee, executed by each party hereto other than the Trustee;
(iii) the Transferor Transferors shall have delivered to the Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee;
(iv) the Transferor Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trusteeissuance;
(v) the Transferor Transferors shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor's Certificate, dated the Series Issuance Date, to the effect that the such Transferor reasonably believes that such issuance will not, based on the facts known to such officer at the time of such certification, then or thereafter cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Series;
(vi) the Transferor Transferors shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion, dated the Series Issuance Date, with respect to such issuance; and
(vii) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Transferors' Participation Amount (excluding the interest represented by any Supplemental CertificateInterest) (A) shall not be less than the Specified Percentage 2% of the total amount of Principal Receivables, in each case as of the Series Issuance Date, and after giving effect to such issuance and (B) the sum of the Invested Amounts to be used in calculating the Floating Allocation Percentages of all outstanding Series, shall not exceed the amount of Principal Receivables to be used in calculating such Floating Allocation Percentages, in each case as of the Series Issuance Date and after giving effect to such issuance. In addition, the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate the Investor Certificates of such Series upon execution thereof by the TransferorTransferors.
(c) If the Transferor elects to have The Transferors may assign all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor may surrender the Base Certificate to the Trustee in exchange for a newly issued Base Certificate and one or more additional certificates Interest (eachsuch assigned interest, a “"Supplemental Certificate”Interest"), the terms of which Supplemental Interest shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(a) to the extent that it amends any of the terms of this Agreement), to be delivered to or upon a Person designated by the order of the Transferor Transferors (or by the Holder holder of a Supplemental CertificateInterest, in the case of the transfer or exchange an assignment thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor Transferors' Participation Amount (excluding any Supplemental Interest) shall have received written notice from not be less than 2% of the total amount of Principal Receivables, in each Rating Agency that case as of the date of, and after giving effect to, such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; andassignment;
(ii) the Transferor Rating Agency Condition shall have been satisfied with respect to such assignment; and
(iii) the Transferors shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion Opinion, dated the date of such exchange (or transfer or exchange as provided in the next sentence)assignment, with respect thereto. Any Supplemental Certificate Interest may be transferred or exchanged assigned only upon satisfaction of the conditions set forth in clauses (iii) and (iiiii) above. Notwithstanding anything in this Agreement .
(d) The Base Interest (or any interest therein) may be transferred to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that Person which is an Affiliate a member of the Transferor may elect at any time, by written notice "affiliated group" of which J.P. Morgan Chase & Co. is the "common parent" (as such terms are dxxxxxx xx Xexxxxx 1504(a) of the Code); provided that the Transferors shall have delivered to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver each Rating Agency and any Series Enhancer entitled thereto pursuant to the Trustee for cancellation any Supplemental Certificate previously issued and relevant Supplement a Tax Opinion, dated the Trustee shall make the appropriate entry in the books and records date of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificatetransfer, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplementwith respect thereto.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Providian Master Trust)
New Issuances. (a) The Transferor may from time to time direct the Owner Trustee in writing, on behalf of the Issuer, to authenticate issue one or more new Series of Investor CertificatesNotes (each such issuance a "New Issuance") pursuant to one or more Indenture Supplements. The Investor Certificates Notes of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement Indenture without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement Indenture and the applicable Indenture Supplement except, with respect to any Series or Class, as provided in the related Indenture Supplement. Interest on the Notes of all outstanding Series shall be paid on the dates specified in or pursuant to the Indenture Supplement relating to such outstanding Series. Principal of the Notes of each outstanding Series shall be paid as specified in or pursuant to the Indenture Supplement relating to such outstanding Series.
(b) On or before the Series Issuance Date relating to any new SeriesSeries of Notes, the parties hereto will execute and deliver a an Indenture Supplement which will specify the Principal Terms of such new Series. The terms of such Indenture Supplement may modify or amend the terms of this Agreement Indenture solely as applied to such new Series. The obligation of the Indenture Trustee to authenticate and deliver the Investor Certificates Notes of such new any Series (other than any Series issued pursuant to an Indenture Supplement dated as of the date hereof) and to execute and deliver the related Indenture Supplement is subject to the satisfaction of the following conditions:
(i) on or before the fifth Business Day day immediately preceding the Series Issuance Date, the Transferor shall have given the Indenture Trustee, the ServicerOwner Trustee, the Servicer and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement notice (unless such notice requirement is otherwise waived) of such issuance and the Series Issuance Date;
(ii) the Transferor shall have delivered to the Indenture Trustee and the Owner Trustee any related Indenture Supplement, in form satisfactory to the Indenture Trustee and the Owner Trustee, executed by each party hereto (other than the Indenture Trustee);
(iii) the Transferor shall have delivered to the Indenture Trustee and the Owner Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Indenture Trustee and the Owner Trustee;
(iv) the Transferor Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trusteeissuance;
(v) such issuance will not result in any Adverse Effect and the Transferor shall have delivered to the Indenture Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement Owner Trustee an Officer’s Certificate of the Transferor's Certificate, dated the Series Issuance Date, Date to the effect that the Transferor reasonably believes that such issuance will not, based on the facts known to such officer at the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Serieshave an Adverse Effect;
(vi) the Transferor shall have delivered to the Trustee, Indenture Trustee and the Owner Trustee (with a copy to each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement Agency) a Tax Opinion, dated the Series Issuance Date, Date with respect to such issuance;
(vii) the aggregate amount of Principal Receivables in the related Pool shall be greater than the Required Minimum Principal Balance as of the Series Issuance Date and after giving effect to such issuance; and
(viiviii) the Transferor shall have delivered to the Indenture Trustee an Opinion of Counsel stating that the Notes are valid and binding obligations of the Issuer, and an Officer's Certificate that all the conditions in this Section 2.12 are met. Any Note held by the Transferor at any Series Enhancer entitled thereto pursuant time after the date of its initial issuance may be transferred or exchanged only upon the delivery to the relevant Supplement an Officer’s Certificate Indenture Trustee of the Transferor, a Tax Opinion dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage of the total amount of Principal Receivables, in each case as of the Series Issuance Datedate of such transfer or exchange, and after giving effect as the case may be, with respect to such issuance. In additiontransfer or exchange.
(c) Any Indenture Supplement providing for the issuance of subseries of Notes within the Series subject to such Indenture Supplement may specify conditions, in addition to the Transferor agrees conditions applicable to provide notice each such subseries as a Series hereunder, for issuance of new issuances such subseries, which conditions shall be consistent with the conditions for issuance of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14the related Series.
(d) of Regulation AB. Upon satisfaction of the above conditions, pursuant to Section 2.03, the Owner Trustee, on behalf of the Issuer, shall execute and the Indenture Trustee shall execute authenticate and deliver the Supplement and authenticate the Investor Certificates Notes of such Series as provided in this Indenture and the applicable Indenture Supplement. Notwithstanding the provisions of this Section, prior to the execution of any Indenture Supplement, the Indenture Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution thereof of such Indenture Supplement is authorized or permitted by this Indenture and any Indenture Supplement related to any outstanding Series. The Indenture Trustee may, but shall not be obligated to, enter into any such Indenture Supplement which adversely affects the TransferorIndenture Trustee's own rights, duties or immunities under this Indenture.
(ce) If The Issuer may direct the Transferor elects Indenture Trustee to have all or a portion of its interest deposit the net proceeds from any New Issuance in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor may surrender the Base Certificate to the Trustee in exchange for a newly issued Base Certificate and one or more additional certificates (each, a “Supplemental Certificate”), the terms of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(a) to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and
(ii) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion dated the date of such exchange (or transfer or exchange as provided in the next sentence), Special Funding Account with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (i) and (ii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, Pool. The Issuer may also specify that on any Holder Transfer Date the proceeds from the sale of any new Series which is a Supplemental Certificate that is an Affiliate of Principal Sharing Series may be withdrawn from the Transferor may elect at any time, by written notice Special Funding Account for the related Pool and treated as Shared Principal Collections with respect to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplementsame Principal Sharing Group.
Appears in 1 contract
Samples: Master Indenture (Household Affinity Funding Corp Iii)
New Issuances. (a) The Pursuant to one or more Indenture Supplements, the Transferor may from time to time direct the Owner Trustee in writing, on behalf of the Issuer, to authenticate issue one or more new Series of Investor CertificatesNotes (each, a "New Issuance"). The Investor Certificates Notes of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement Indenture without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement Indenture and the applicable Indenture Supplement except, with respect to any Series or Class, as provided in the related Indenture Supplement. Interest on and principal of the Notes of each outstanding Series shall be paid on each Distribution Date as specified in the Indenture Supplement relating to such outstanding Series.
(b) On or before the Series Issuance Date relating to any new SeriesSeries of Notes, the parties hereto will execute and deliver a an Indenture Supplement which will specify the Principal Terms of such new Series. The terms of such Indenture Supplement may modify or amend the terms of this Agreement Indenture solely as applied to such new Series. The obligation of the Owner Trustee to execute, on behalf of the Issuer, the Notes of any Series and of the Indenture Trustee to authenticate the Investor Certificates of such new Series Notes and to execute and deliver the related Indenture Supplement (other than any Series issued pursuant to an Indenture Supplement dated as of October 1, 2001) is subject to the satisfaction of the following conditions:
(i) on or before the fifth Business Day day immediately preceding the Series Issuance Date, the Transferor shall have given the TrusteeTrustees, the Servicer, Servicer and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement notice (unless such notice requirement is otherwise waived) of such issuance and the Series Issuance Date;
(ii) the Transferor shall have delivered to the Trustee the Trustees any related Indenture Supplement, in form satisfactory to the Owner Trustee (as such and in its individual capacity) and the Indenture Trustee, executed by each party hereto other than the Trusteeparties thereto;
(iii) the Transferor shall have delivered to the Trustee Trustees any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee;
(iv) the Transferor shall have received written notice from delivered to the Trustees (with a copy to each Rating Agency that such issuance will not have Agency) a Ratings Effect and shall have delivered copies of each such written notice to Tax Opinion, dated the Servicer and the TrusteeSeries Issuance Date;
(v) the Rating Agency Condition shall have been satisfied with respect to such issuance;
(vi) such issuance will not result in any Adverse Effect and the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement Trustees an Officer’s Certificate of the Transferor's Certificate, dated the Series Issuance Date, to the effect that (A) the Transferor reasonably believes that such issuance will not, based on the facts known to such officer at the time of such certification, then cause a Pay Out Event or any event thatresult in an Adverse Effect, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Series;
and (viB) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion, dated the Series Issuance Date, with respect all conditions precedent to such issuance; andexecution, authentication, and delivery have been satisfied;
(vii) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage of the total aggregate amount of Principal ReceivablesReceivables shall be greater than the Required Minimum Principal Balance and the Transferor Interest shall be greater than the Required Transferor Interest, in each case as of the Series Issuance Date, Date and after giving effect to such issuance. In addition, Any Note held by the Transferor agrees to provide notice at any time after the date of new issuances of Series of Investor Certificates as its initial issuance may be required by transferred or exchanged only upon the delivery to the Trust and in accordance the Indenture Trustee of a Tax Opinion dated as of the date of such transfer or exchange, as the case may be, with Item 1121(a)(14respect to such transfer or exchange.
(c) of Regulation AB. Upon satisfaction of the above conditions, pursuant to Section 2.03, the Owner Trustee, on behalf of the Issuer, shall execute and the Indenture Trustee shall execute authenticate and deliver the Supplement and authenticate the Investor Certificates Notes of such Series as provided in this Indenture and the applicable Indenture Supplement. Notwithstanding the provisions of this Section, prior to the execution of any Indenture Supplement (other than any Indenture Supplement dated as of October 1, 2001), the Indenture Trustee and Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution thereof of such Indenture Supplement is authorized or permitted by this Indenture and any Indenture Supplement related to any outstanding Series. The Indenture Trustee and Owner Trustee may, but shall not be obligated to, enter into any such Indenture Supplement which adversely affects the TransferorIndenture Trustee's or Owner Trustee's (as such or in its individual capacity) own rights, duties, benefits, protections, privileges or immunities under this Indenture.
(cd) If The Issuer may direct the Transferor elects Indenture Trustee to have all or a portion of its interest deposit the net proceeds from any New Issuance in the Transferor’s Interest evidenced by Special Funding Account. The Issuer may also specify that on any Transfer Date the Base Certificate as provided in Section 6.01 hereof, then proceeds from the Transferor may surrender the Base Certificate to the Trustee in exchange for a newly issued Base Certificate and one or more additional certificates (each, a “Supplemental Certificate”), the terms sale of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(a) to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and
(ii) the Transferor shall have delivered to the Trustee, each Rating Agency and any new Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion dated the date of such exchange (or transfer or exchange as provided in the next sentence), with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of withdrawn from the conditions set forth in clauses (i) Special Funding Account and (ii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplementtreated as Shared Principal Collections.
Appears in 1 contract
New Issuances. (a) The Transferor may from time to time direct the Trustee Trustee, on behalf of the Trust, to authenticate issue one or more new Series of Investor Certificates. The Investor Certificates of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement.
(b) On or before the Series Issuance Date relating to any new Series, the parties hereto will execute and deliver a Supplement which will specify the Principal Terms of such new Series. The terms of such Trustee shall execute the Supplement may modify or amend and the terms of this Agreement solely as applied to such new Series. The obligation of the Trustee to authenticate Transferor shall execute the Investor Certificates of such Series and deliver such Investor Certificates to the Trustee for authentication. In connection with the issuance of a new Series of Investor Certificates or at any other time, a Transferor may surrender its Transferor Certificate to the Trustee in exchange for a newly issued Transferor Certificate and a second certificate (a "Supplemental Certificate"), the terms of which shall be defined in a supplement (a "Supplemental Certificate Supplement") to execute and deliver this Agreement (which Supplemental Certificate Supplement shall be subject to Section 13.1 to the extent that it amends any of the terms of this Agreement) to be delivered to or upon the order of the Transferor. In addition, to the extent permitted for any Series of Investor Certificates as specified in the related Supplement, the Investor Certificateholders of such Series may tender their Investor Certificates and the Transferor may tender the Transferor Certificate to the Trustee pursuant to the terms and conditions set forth in such Supplement is in exchange for (i) one or more newly issued Series of Investor Certificates and (ii) a reissued Transferor Certificate (an "Investor Exchange"). The issuance of any such Investor Certificates or Supplemental Certificate shall be subject to the satisfaction of the following conditions:
: (i) on or before the fifth Business Day day immediately preceding the Series Issuance DateDate or Transferor Certificate surrender and exchange, as the case may be, the Transferor shall have given the Trustee, the Servicer, each Servicer and the Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement notice (unless such notice requirement is otherwise waived) of such issuance and the Series Issuance Date;
Date or the Transferor Certificate surrender and exchange, as the case may be; (ii) the Transferor shall have delivered to the Trustee the related Supplement or Supplemental Certificate Supplement, as applicable, in form satisfactory to the Trustee, executed by each party hereto (other than the Trustee;
Trustee and the Holder of the Supplemental Certificate, if any); (iii) the Transferor shall have delivered to the Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee;
; (iv) the Transferor Trustee shall have received written notice confirmation from each the Rating Agency that the Rating Agency Condition shall have been satisfied with respect to such issuance will not have a Ratings Effect or the Transferor Certificate surrender and shall have delivered copies of each such written notice to exchange, as the Servicer and the Trustee;
case may be; (v) such issuance or surrender and exchange, as the case may be, will not result in any Adverse Effect and the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor's Certificate, dated the Series Issuance DateDate or the date of such surrender and exchange, as the case may be, to the effect that the Transferor reasonably believes that such issuance or such surrender and exchange, as the case may be, will not, based on the facts known to such officer at the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Series;
have an Adverse Effect; (vi) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant Trustee (with a copy to the relevant Supplement Rating Agency) a Tax Opinion, dated the Series Issuance DateDate or the date of such surrender and exchange, as the case may be, with respect to such issuanceissuance or surrender and exchange, respectively; and
and (vii) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage of the total aggregate amount of Principal Receivables, in each case Receivables theretofore conveyed to the Trust as of the Series Issuance Date, and after giving effect to such issuance. In addition, the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate the Investor Certificates of such Series upon execution thereof by the Transferor.
(c) If the Transferor elects to have all Date or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor may surrender the Base Certificate to the Trustee in exchange for a newly issued Base Certificate and one or more additional certificates (each, a “Supplemental Certificate”), the terms of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(a) to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and
(ii) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion dated the date of such exchange (or transfer or exchange surrender and exchange, as provided in the next sentence)case may be, with respect thereto. Any Supplemental Certificate may shall be transferred or exchanged only upon satisfaction greater than the Required Minimum Principal Balance as of the conditions set forth in clauses (i) Series Issuance Date or the date of such surrender and (ii) above. Notwithstanding anything in this Agreement to exchange, as the contrary and subject to the related Supplementcase may be, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplement.and
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Partners First Receivables Funding Corp)
New Issuances. (a) The Transferor Seller may from time to time direct the Trustee Trustee, on behalf of the Trust, to authenticate one or more new Series of Investor Certificates. The Investor Certificates of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement.
(b) On or before the Series Issuance Closing Date relating to any new Series, the parties hereto will execute and deliver a Supplement which that will specify the Principal Terms of such new Series. The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. The obligation of the Trustee to authenticate the Investor Certificates of such new Series and to execute and deliver the related Supplement is subject to the satisfaction of the following conditions:
(i) on or before the fifth tenth Business Day immediately preceding the Series Issuance Closing Date, the Transferor Seller shall have given the Trustee, the Servicer, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement notice of such issuance and the Series Issuance Closing Date;
(ii) the Transferor Seller shall have delivered to the Trustee the related Supplement, in form satisfactory to the Trustee, executed by each party hereto other than the Trustee;
(iii) the Transferor Seller shall have delivered to the Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee;
(iv) the Transferor Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trusteeissuance;
(v) the Transferor Seller shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor's Certificate, dated the Series Issuance Date, to the effect that (x) the Transferor Seller reasonably believes that such issuance will not, based on the facts known to such officer at the time of such certification, then or thereafter cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any SeriesSeries and (y) the other conditions set forth in this Section 6.03(b) have been or will be satisfied as of the dates required;
(vi) the Transferor Seller shall have delivered to the Trustee, Trustee and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion, dated the Series Issuance Closing Date, with respect to such issuance; and;
(vii) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Participation Seller Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage of the total amount of Principal ReceivablesRequired Seller Amount, in each case as of the Series Issuance Date, Closing Date and after giving effect to such issuance. In addition, ; and
(viii) the Transferor agrees balance of the Principal Receivables in the Trust as of the end of the next preceding Monthly Period shall not be less than the Required Principal Balance as of the Series Issuance Date after giving effect to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation ABsuch issuance. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate the Investor Certificates of such Series upon execution thereof by the TransferorSeller.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor The Seller may surrender the Base Seller Certificate to the Trustee in exchange for a newly issued Base Seller Certificate and one or more additional certificates (each, a “Supplemental Certificate”"SUPPLEMENTAL CERTIFICATE"), the terms of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(a) to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor Bank (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and
(ii) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion dated the date of such exchange (or transfer or exchange as provided in the next sentence), with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (i) and (ii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplement.a
Appears in 1 contract
Samples: Pooling and Servicing Agreement (National City Credit Card Master Trust)
New Issuances. (a) The Transferor Pursuant to one or more Indenture Supplements, the Issuer may from time to time direct the Trustee Indenture Trustee, on behalf of the Issuer, to authenticate issue one or more new Series of Investor CertificatesNotes (a “New Issuance”). The Investor Certificates Notes of all outstanding Outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement Indenture without preference, priority or distinctiondistinction on account of the actual time of the authentication and delivery or Expected Principal Payment Date or Stated Maturity Date, all in accordance with the terms and provisions of this Agreement Indenture and the applicable Indenture Supplement except, with respect to any Series or Class, as provided in the related Indenture Supplement. The total principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is not limited.
(b) On or before the Series Issuance Date relating to any new Series, the parties hereto will execute and deliver a an Indenture Supplement which will specify the Principal Terms of such new Series. The terms of such Indenture Supplement may modify or amend the terms of this Agreement Indenture solely as applied to such new Series. The obligation of Indenture Trustee shall execute the Trustee to authenticate Indenture Supplement and the Investor Certificates Issuer shall execute the Notes of such new Series and to execute and deliver the related Notes to the Indenture Trustee for authentication and delivery. The issuance of any such Notes of any new Series (other than any Series issued pursuant to an Indenture Supplement is dated as of the date hereof) shall be subject to the satisfaction of the following conditions:
(i) on or before the fifth (5th) Business Day immediately preceding the Series Issuance Date, the Transferor Issuer shall have given notice to the Indenture Trustee, the Servicer, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement notice Servicer of such issuance and the Series Issuance Date;
(ii) the Transferor Issuer shall have delivered to the Indenture Trustee the related Indenture Supplement, in a form satisfactory to the Indenture Trustee, executed by each party hereto (other than the Indenture Trustee) and specifying the relevant Principal Terms;
(iii) the Transferor Issuer shall have delivered to the Indenture Trustee any related Series Enhancement Agreement executed by each of the parties thereto, other than the Indenture Trustee;; and
(iv) the Transferor Rating Agency Condition, if applicable, shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trusteeissuance;
(v) such issuance will not result in the Transferor occurrence of a Default, an Adverse Effect or an Early Redemption Event or Reinvestment Event for any Series, and the Servicer shall have delivered to the Indenture Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the TransferorServicer, dated the Series Issuance DateDate for such Series, to the effect that (1) the Transferor Servicer reasonably believes that such issuance will not, based on the facts known to the Person executing such officer at Officer’s Certificate, have an Adverse Effect or result in the time occurrence of such certification, then cause a Pay Out Default or Early Redemption Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Reinvestment Event to occur with respect to any Series;
(vi) the Transferor shall have delivered to the Trustee, each Rating Agency and for any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion, dated the Series Issuance Date, with respect then Outstanding and (2) all conditions precedent to such issuance; and
(vii) the Transferor shall execution, authentication and delivery have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage of the total amount of Principal Receivables, in each case as of the Series Issuance Date, and after giving effect to such issuance. In addition, the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate the Investor Certificates of such Series upon execution thereof by the Transferorbeen satisfied.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor may surrender the Base Certificate to the Trustee in exchange for a newly issued Base Certificate and one or more additional certificates (each, a “Supplemental Certificate”), the terms of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(a) to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and
(ii) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion dated the date of such exchange (or transfer or exchange as provided in the next sentence), with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (i) and (ii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplement.
Appears in 1 contract
New Issuances. (a) The Transferor may from time to time direct Trustee, on behalf of the Trustee Trust, to authenticate one or more new Series of Investor Certificates. The Investor Certificates of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement.
(b) On or before the Series Issuance Closing Date relating to for any new Series, the parties hereto will execute and deliver a Supplement which will specify specifying the Principal Terms of such the new Series. The terms of such Such Supplement may modify or amend the terms of this Agreement solely as applied to such the new Series. The obligation Series and may grant the Holders of the Trustee Investor Certificates in that Series, or an agent or other representative of such Holders, notice and consultation rights with respect s to any rights or actions of Trustee. Trustee' obligation to authenticate the Investor Certificates of such a new Series and to execute and deliver the related Supplement is subject to the satisfaction of the following conditions:conditions (except that the conditions set forth in clauses (i), (iii), (iv) and (v) shall not be applicable to the issuance of the first Series):
(i) on or before the fifth Business Day immediately preceding the Series Issuance Closing Date, the Transferor shall have given the Trustee, the Servicer, each Rating Agency and any Series Enhancer Enhancement Provider entitled thereto pursuant to the relevant Supplement notice of such issuance and the Series Issuance Closing Date;
(ii) the Transferor shall have delivered to the Trustee the related Supplement, in form satisfactory to the Trustee, executed by each party hereto other than the Trustee;
(iii) the Transferor shall have delivered to the Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee;
(iv) the Transferor Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trusteeissuance;
(v) the Transferor shall have delivered to the Trustee and any Series Enhancer Enhancement Provider entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor's Certificate, dated the Series Issuance applicable Closing Date, to the effect that the Transferor reasonably believes that such issuance will not, based on the facts known to such officer at the time of such certification, then or thereafter cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out an Early Amortization Event to occur with respect to any Series;
(vi) the Transferor shall have delivered to the Trustee, Trustee and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion, dated the Series Issuance Closing Date, with respect to such issuance; and
(vii) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s 's Certificate of stating that (A) the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Participation Transferor Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage of Minimum Transferor Amount and (B) the total amount of aggregate Principal ReceivablesReceivables plus the Excess Funding Account balance shall not be less than the Required Principal Balance, in each case as of the Series Issuance Date, Closing Date and after giving effect to such issuance. In addition, the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate the Investor Certificates of such Series upon execution thereof by Transferor. Upon satisfaction of the Transferorabove conditions (mutatis mutandis), Transferor may also cause Trustee to enter into one or more agreements pursuant to which Trustee shall sell purchased interests in the Receivables and other Trust Assets to one or more purchasers. Such agreement(s) shall specify terms similar to Principal Terms for any such purchased interests and may grant the purchaser(s) of such interests, or an agent or other representative of such purchaser(s), notice and consultation rights with respect to any rights or actions of Trustee. Any such purchased interests shall be treated as a Series of Investor Certificates for purposes of all voting and allocation provisions, and calculations of the Transferor Amount and Transferor Percentage, under this Agreement.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor may surrender the Base Transferor Certificate to the Trustee in exchange for a newly issued Base Transferor Certificate and one or more additional certificates (each, each a “"Supplemental Certificate”"), the terms of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(a13.1(a) to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such exchange (or transfer transfer, exchange or exchange pledge as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee); and
(ii) the Transferor shall have delivered to the Trustee, Trustee and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion Opinion, dated the date of such exchange (or transfer transfer, exchange or exchange pledge as provided in the next sentencebelow), with respect thereto. Any Supplemental Certificate may be transferred or exchanged exchanged, and the Transferor Certificate may be pledged, only upon satisfaction of the conditions set forth in clauses (iii) and (iii).
(d) The Transferor Certificate (or any interest therein) may be transferred to a Person which is a member of the "affiliated group" as defined in Internal Revenue Code Section 1504(a) of which WFN is a member without the consent or approval of the Holders of the Investor Certificates, provided that (i) the Rating Agency Condition shall have been satisfied with respect to such transfer, (ii) aboveTransferor shall have delivered to Trustee and each Rating Agency a Tax Opinion, dated the date of such transfer, with respect thereto and (iii) Transferor shall have delivered to Trustee an Officer's Certificate stating that the Transferor Amount shall not be less than the Minimum Transferor Amount. Notwithstanding anything In connection with any such transfer, the Person to whom the Transferor Certificate is transferred will, by its acquisition and holding of an interest in the Transferor Certificate, assume all of the rights and obligations of Transferor as described in this Agreement and in any Supplement or amendment thereto (including the right under this paragraph (d) with respect to the contrary and subject to the related Supplement, any Holder subsequent transfers of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related SupplementTransferor Certificate).
Appears in 1 contract
Samples: Pooling and Servicing Agreement (World Financial Network National Bank)
New Issuances. (a) The Transferor may from time to time direct the Trustee to authenticate one or more new Series of Investor Certificates. The Investor Certificates of all outstanding Series shall be equally and ratably entitled as provided herein Subject to the benefits relevant Reserved Matter and any Law or regulation, if any member of this Agreement without preferencethe Group proposes to issue any New Securities to, priority or distinctionenter into any contracts, all commitments, agreements, understandings or arrangements of any kind relating to the issuance of any New Securities with, any Shareholder (other than any other member of the Group), Topco shall deliver to each Shareholder a written notice of such proposed issuance at least 15 Business Days prior to the date of the proposed issuance (the period from the effectiveness of such notice pursuant to Clause 10.3 until the date of such proposed issuance, the “Subscription Period”). Such written notice shall set out the relevant entitlement of each Shareholder for each class of New Securities, the proposed subscription price per security for each class of New Securities (as determined in accordance with Clause 4.3 (the terms and provisions of this Agreement “Subscription Price”)) and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplementaggregate Subscription Price for each such entitlement.
(b) On or before Each Shareholder (a “Participating Shareholder”) shall have the Series Issuance Date relating option, exercisable at any time during the first 10 Business Days of the Subscription Period, by delivering written notice to any new Series, Topco and on the parties hereto will execute and deliver a Supplement which will specify same terms as those of the Principal Terms proposed issuance of such new Series. The terms of New Securities to each other Person, to subscribe for (or to nominate any Person that would be eligible to be its Permitted Transferee to subscribe on its behalf for, subject to such Supplement may modify or amend nominee adhering to the terms of this Agreement solely as applied Agreement) any number of such New Securities up to such new SeriesParticipating Shareholder’s Pro Rata Portion of any such New Securities (rounded to the nearest unit number) (“Subscription Right”). The obligation of If a Shareholder fails to deliver a notice referred to in this Clause 4.1(b) for the Trustee offered New Securities within the 10 Business Day period referred to authenticate the Investor Certificates in this Clause 4.1(b), any rights which such Shareholder may have had to subscribe for any of such new Series and to execute and deliver the related Supplement is subject to the satisfaction of the following conditions:
(i) on or before the fifth Business Day immediately preceding the Series Issuance Date, the Transferor offered New Securities shall have given the Trustee, the Servicer, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement notice of such issuance and the Series Issuance Date;
(ii) the Transferor shall have delivered to the Trustee the related Supplement, in form satisfactory to the Trustee, executed by each party hereto other than the Trustee;
(iii) the Transferor shall have delivered to the Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee;
(iv) the Transferor shall have received written notice from each Rating Agency that such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee;
(v) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor, dated the Series Issuance Date, to the effect that the Transferor reasonably believes that such issuance will not, based on the facts known to such officer at the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Series;
(vi) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion, dated the Series Issuance Date, with respect to such issuance; and
(vii) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage of the total amount of Principal Receivables, in each case as of the Series Issuance Date, and after giving effect to such issuance. In addition, the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate the Investor Certificates of such Series upon execution thereof by the Transferorextinguished.
(c) If In the Transferor event that any Participating Shareholder elects to purchase less than the maximum number of New Securities for which it may subscribe pursuant to Clause 4.1(b), Topco shall deliver to each other Participating Shareholder a written notice thereof not later than the 10th Business Day of the Subscription Period, including the number of New Securities which were subject to the Subscription Right and were not elected to be subscribed for by the declining Shareholder and such Participating Shareholders may subscribe for such New Securities before the expiration of the Subscription Period.
(d) If less than all of the offered New Securities are subscribed for during the Subscription Period, then on the expiry of the Subscription Period the relevant member of the Group shall have all or the option to: (i) complete a portion of its interest the offering within 60 Business Days from the date of the notice referred to in Clause 4.1(a) for such number of offered New Securities subscribed for by the Participating Shareholders only; (ii) complete the offering within 60 Business Days from the date of the notice referred to in Clause 4.1(a) for the total number of offered New Securities, partly with the Participating Shareholders in the Transferor’s Interest evidenced amounts subscribed for by the Base Certificate as provided in Section 6.01 hereof, then Participating Shareholders and the Transferor may surrender the Base Certificate to the Trustee in exchange for a newly issued Base Certificate and remainder with one or more additional certificates (each, a “Supplemental Certificate”Persons other than the Participating Shareholders or are approved by the Bidco Board upon the same terms and conditions as the terms set out in the notice referred to in Clause 4.1(a), the terms of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(asuch Persons having become a party to this Agreement by executing a Deed of Adherence; or (iii) not to complete the offering and give notice of cancellation of the offering to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and
(ii) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion dated the date of such exchange (or transfer or exchange as provided in the next sentence), with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (i) and (ii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related SupplementShareholders.
Appears in 1 contract
Samples: Shareholders' Agreement (Coty Inc.)
New Issuances. (a) The Transferor may from time to time direct the Trustee Trustee, on behalf of the Trust, to authenticate issue one or more new Series of Investor Certificates. The Investor Certificates of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement.
(b) On or before the Series Issuance Date relating to any new Series, the parties hereto will execute and deliver a Supplement which will specify the Principal Terms of such new Series. The terms of such Trustee shall execute the Supplement may modify or amend and the terms of this Agreement solely as applied to such new Series. The obligation of the Trustee to authenticate Transferor shall execute the Investor Certificates of such Series and deliver such Investor Certificates to the Trustee for authentication. In connection with the issuance of a new Series of Investor Certificates or at any other time, a Transferor may surrender its Transferor Certificate to the Trustee in exchange for a newly issued Transferor Certificate and a second certificate (a "Supplemental Certificate"), the terms of which shall be defined in a supplement (a "Transferor Certificate Supplement") to execute and deliver the related this Agreement (which Transferor Certificate Supplement is shall be subject to Section 13.1 to the extent that it amends any of the terms of this Agreement) to be delivered to or upon the order of the Transferor. The issuance of any such Investor Certificates or Supplemental Certificate shall be subject to satisfaction of the following conditions:
(i) on or before the fifth Business Day day immediately preceding the Series Issuance DateDate or Transferor Certificate surrender and exchange, as the case may be, the Transferor shall have given the Trustee, the Servicer, Servicer and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement notice (unless such notice requirement is otherwise waived) of such issuance and the Series Issuance DateDate or the Transferor Certificate surrender and exchange, as the case may be;
(ii) the Transferor shall have delivered to the Trustee the related Supplement or Transferor Certificate Supplement, as applicable, in form satisfactory to the Trustee, executed by each party hereto (other than the TrusteeTrustee and the Holder of the Supplemental Certificate, if any);
(iii) the Transferor shall have delivered to the Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee;
(iv) the Transferor Trustee shall have received written notice confirmation from each Rating Agency that the Rating Agency Condition shall have been satisfied with respect to such issuance will not have a Ratings Effect or the Transferor Certificate surrender and shall have delivered copies of each such written notice to exchange, as the Servicer and the Trusteecase may be;
(v) such issuance or surrender and exchange, as the case may be, will not result in any Adverse Effect and the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor's Certificate, dated the Series Issuance DateDate or the date of such surrender and exchange, as the case may be, to the effect that the Transferor reasonably believes that such issuance or such surrender and exchange, as the case may be, will not, based on the facts known to such officer at the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Serieshave an Adverse Effect;
(vi) the Transferor shall have delivered to the Trustee, Trustee (with a copy to each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement Agency) a Tax Opinion, dated the Series Issuance DateDate or the date of such surrender and exchange, as the case may be, with respect to such issuanceissuance or surrender and exchange, respectively; and
and (vii) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage of the total aggregate amount of Principal Receivables, in each case Receivables theretofore conveyed to the Trust as of the Series Issuance DateDate or the date of such surrender and exchange, as the case may be, shall be greater than the Required Minimum Principal Balance as of the Series Issuance Date or the date of such surrender and exchange, as the case may be, and after giving effect to such issuance. In additionissuance or such surrender and exchange, respectively and the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may Amount shall be required by and in accordance with Item 1121(a)(14) of Regulation AB. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate the Investor Certificates of such Series upon execution thereof by the Transferor.
(c) If the Transferor elects to have all greater than or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor may surrender the Base Certificate equal to the Trustee in exchange for a newly issued Base Certificate and one or more additional certificates (each, a “Supplemental Certificate”), the terms of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(a) to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Required Transferor (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and
(ii) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion dated the date of such exchange (or transfer or exchange as provided in the next sentence), with respect theretoAmount. Any Supplemental Certificate held by any Person, and any Investor Certificate held by the Transferor at any time after the date of its initial issuance, may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (i) and (ii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver delivery to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of a Tax Opinion dated as of the Trust registering date of such uncertificated interest in transfer or exchange, as the Transferor’s Interest. If the recorded owner of any case may be, with respect to such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplementtransfer or exchange.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Partners First Receivables Funding Corp)
New Issuances. (a) The Transferor Pursuant to one or more Indenture Supplements, the Transferors may from time to time direct the Trustee Owner Trustee, on behalf of the Issuer, to authenticate issue one or more new Series of Investor CertificatesNotes (each such issuance a "New Issuance"). The Investor Certificates ------------ Notes of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement Indenture without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement Indenture and the applicable Indenture Supplement except, with respect to any Series or Class, as provided in the related Indenture Supplement. Interest on the Notes of all outstanding Series shall be paid on the dates specified in or pursuant to the Indenture Supplement relating to such outstanding Series. Principal of the Notes of each outstanding Series shall be paid as specified in or pursuant to the Indenture Supplement relating to such outstanding Series.
(b) On or before the Series Issuance Date relating to any new SeriesSeries of Notes, the parties hereto will execute and deliver a an Indenture Supplement which will specify the Principal Terms of such new Series. The terms of such Indenture Supplement may modify or amend the terms of this Agreement Indenture solely as applied to such new Series. The obligation of the Indenture Trustee to authenticate and deliver the Investor Certificates Notes of such new any Series (other than any Series issued pursuant to an Indenture Supplement dated as of the date hereof) and to execute and deliver the related Indenture Supplement is subject to the satisfaction of the following conditions:
(i) on or before the fifth Business Day day immediately preceding the Series Issuance Date, Date the Transferor Transferors shall have given the Indenture Trustee, the ServicerOwner Trustee, the Servicer and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement notice (unless such notice requirement is otherwise waived) of such issuance and the Series Issuance Date;
(ii) the Transferor Transferors shall have delivered to the Indenture Trustee and the Owner Trustee any related Indenture Supplement, in form satisfactory to the Indenture Trustee and the Owner Trustee, executed by each party hereto (other than the Indenture Trustee);
(iii) the Transferor Transferors shall have delivered to the Indenture Trustee and the Owner Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Indenture Trustee and the Owner Trustee;
(iv) the Transferor Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trusteeissuance;
(v) such issuance will not result in any Adverse Effect and the Transferor Transferors shall have delivered to the Indenture Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement Owner Trustee an Officer’s Certificate of the Transferor's Certificate, dated the Series Issuance Date, Date to the effect that the Transferor reasonably believes that such issuance will not, based on the facts known to such officer at the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Serieshave an Adverse Effect;
(vi) the Transferor Transferors shall have delivered to the Trustee, Indenture Trustee and the Owner Trustee (with a copy to each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement Agency) a Tax Opinion, dated the Series Issuance Date, Date with respect to such issuance; and
(vii) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage of the total aggregate amount of Principal Receivables, Receivables in each case the related Pool shall be greater than the Required Minimum Principal Balance as of the Series Issuance Date, Date and after giving effect to such issuance. In addition, Any Note held by the Transferor agrees to provide notice Transferors at any time after the date of new issuances of Series of Investor Certificates as its initial issuance may be required by and transferred or exchanged only upon the delivery to the Indenture Trustee of a Tax Opinion dated as of the date of such transfer or exchange, as the case may be, with respect to such transfer or exchange.
(c) Any Indenture Supplement providing for the issuance of subseries of Notes within the Series subject to such Indenture Supplement may specify conditions, in accordance addition to the conditions applicable to each such subseries as a Series hereunder, for issuance of such subseries, which conditions shall be consistent with Item 1121(a)(14the conditions for issuance of the related Series.
(d) of Regulation AB. Upon satisfaction of the above conditions, pursuant to Section ------- 2.03, the Owner Trustee, on behalf of the Issuer, shall execute and the ---- Indenture Trustee shall execute authenticate and deliver the Supplement and authenticate the Investor Certificates Notes of such Series as provided in this Indenture and the applicable Indenture Supplement. Notwithstanding the provisions of this Section, prior to the execution of any Indenture Supplement, the Indenture Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution thereof of such Indenture Supplement is authorized or permitted by this Indenture and any Indenture Supplement related to any outstanding Series. The Indenture Trustee may, but shall not be obligated to, enter into any such Indenture Supplement which adversely affects the TransferorIndenture Trustee's own rights, duties or immunities under this Indenture.
(ce) If The Issuer may direct the Transferor elects Indenture Trustee to have all or a portion of its interest deposit the net proceeds from any New Issuance in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor may surrender the Base Certificate to the Trustee in exchange for a newly issued Base Certificate and one or more additional certificates (each, a “Supplemental Certificate”), the terms of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(a) to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and
(ii) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion dated the date of such exchange (or transfer or exchange as provided in the next sentence), Special Funding Account with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (i) and (ii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, Pool. The Issuer may also specify that on any Holder Transfer Date the proceeds from the sale of any new Series which is a Supplemental Certificate that is an Affiliate of Principal Sharing Series may be withdrawn from the Transferor may elect at any time, by written notice Special Funding Account for the related Pool and treated as Shared Principal Collections with respect to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplementsame Principal Sharing Group.
Appears in 1 contract
Samples: Master Indenture (Conseco Finance Credit Funding Corp)
New Issuances. (a) The Transferor may from time to time direct ------------- the Trustee Trustee, on behalf of the Trust, to authenticate issue one or more new Series of Investor CertificatesCertificates pursuant to one or more Supplements. The Investor Certificates of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement.
(b) On or before the Series Issuance Date relating to any new Series, the parties hereto will execute and deliver a Supplement which will specify the Principal Terms of such new Series. The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. The obligation of the Trustee to authenticate issue the Investor Certificates of such new Series and to execute and deliver the related Supplement is subject to the satisfaction of the following conditions:
(i) on or before the fifth Business Day immediately preceding the Series Issuance Date, the Transferor shall have given the Trustee, the Servicer, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement each Enhancement Provider written notice of such issuance and the Series Issuance Date;Date (the "Issuance Notice"); ---------------
(ii) the Transferor shall have delivered to the Trustee the related Supplement, in form reasonably satisfactory to the Trustee, executed by each party hereto other than the Trustee;
(iii) the Transferor shall have delivered to the Trustee the form of any Enhancement relating to such Series, if any, and any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee;
(iv) if any of the Transferor Certificates are then rated, the Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trusteeissuance;
(v) such issuance will not result in the occurrence of an Early Amortization Event and the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate Enhancement Provider a certificate of the Transferora Vice President or more senior officer, dated the Series Issuance Date, to the effect that the Transferor reasonably believes that such issuance will not, based on not result in the facts known occurrence of an Early Amortization Event and is not reasonably expected to such officer result in the occurrence of an Early Amortization Event at any time in the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Seriesfuture;
(vi) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement Trustee a Tax Opinion, an enforceability opinion, a security interest opinion and a true sale/substantive consolidation opinion, each dated the Series Issuance Date, with respect to such issuance; and
(vii) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) Aggregate Eligible Unpaid Balance shall not be less than the Specified Percentage of the total amount of Principal ReceivablesAggregate Target Receivables Amount, in each case as of the Series Issuance Date, Date and after giving effect to such issuance. In addition, the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate issue to the Transferor the Investor Certificates of such Series upon for execution thereof by the Transferor.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor may surrender the Base Certificate to the Trustee in exchange for a newly issued Base Certificate and one or more additional certificates (each, a “Supplemental Certificate”), the terms of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(a) to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and
(ii) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion dated the date of such exchange (or transfer or exchange as provided in the next sentence), with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (i) and (ii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver redelivery to the Trustee for cancellation any Supplemental Certificate previously issued and authentication. Without limiting the generality of the foregoing, the Trustee shall make the appropriate entry in the books and records will hold any Enhancement provided pursuant to any Supplement only on behalf of the Trust registering each Series (or related Class) to which such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related SupplementEnhancement relates.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Compucom Systems Inc)
New Issuances. (a) The Transferor Sellers may from time to time direct the Trustee Trustee, on behalf of the Trust, to authenticate one or more new Series of Investor Certificates. The Investor Certificates of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement.
(b) On or before the Series Issuance Date relating to any new Series, the parties hereto will execute and deliver a Supplement which will specify the Principal Terms of such new Series. The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. The obligation of the Trustee to authenticate the Investor Certificates of such new Series and to execute and deliver the related Supplement is subject to the satisfaction of the following conditions:
(i) on or before the fifth Business Day immediately preceding the Series Issuance Date, the Transferor Sellers shall have given the Trustee, the Servicer, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement notice of such issuance and the Series Issuance DateDate ;
(ii) the Transferor Sellers shall have delivered to the Trustee the related Supplement, in form satisfactory to the Trustee, executed by each party hereto other than the Trustee;
(iii) the Transferor Sellers shall have delivered to the Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee;
(iv) the Transferor Sellers shall have received written notice from each Rating Agency that such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee;
(v) the Transferor each Seller shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s 's Certificate of the Transferorsuch Seller, dated the Series Issuance Date, to the effect that the Transferor such Seller reasonably believes that such issuance will not, based on the facts known to such officer at the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Series;
(vi) the Transferor Sellers shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion, dated the Series Issuance Date, with respect to such issuance; and
(vii) the Transferor each Seller shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s 's Certificate of the Transferorsuch Seller, dated the Series Issuance Date to the effect that the Transferor’s Sellers' Participation Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage of the total amount of Principal Receivables, in each case as of the Series Issuance Date, and after giving effect to such issuance. In addition, the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate the Investor Certificates of such Series upon execution thereof by the TransferorSellers.
(c) If the Transferor any Seller elects to have all or a portion of its interest in the Transferor’s Sellers' Interest evidenced by the Base Bank Certificate as provided in Section 6.01 hereof, then the Transferor such Seller may surrender the Base Bank Certificate to the Trustee in exchange for a newly issued Base Bank Certificate and one or more additional certificates (each, a “"Supplemental Certificate”"), the terms of which shall be ------------------------ defined in a Supplement (which Supplement shall be subject to Section 13.01(a) to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor Sellers (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor Sellers shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and
(ii) the Transferor Sellers shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion dated the date of such exchange (or transfer or exchange as provided in the next sentence), with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (i) and (ii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor any Seller may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Sellers' Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Sellers' Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Sellers' Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Sellers' Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplement.
Appears in 1 contract
New Issuances. (a) The Pursuant to one or more Indenture Supplements, the Transferor may from time to time direct the Owner Trustee in writing, on behalf of the Issuer, to authenticate issue one or more new Series of Investor CertificatesNotes (each, a "New Issuance"). The Investor Certificates Notes of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement Indenture without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement Indenture and the applicable Indenture Supplement except, with respect to any Series or Class, as provided in the related Indenture Supplement. Interest on and principal of the Notes of each outstanding Series shall be paid on each Payment Date as specified in the Indenture Supplement relating to such outstanding Series.
(b) On or before the Series Issuance Date relating to any new SeriesSeries of Notes, the parties hereto will execute and deliver a an Indenture Supplement which will specify the Principal Terms of such new Series. The terms of such Indenture Supplement may modify or amend the terms of this Agreement Indenture solely as applied to such new Series. The obligation of the Owner Trustee to execute, on behalf of the Issuer, the Notes of any Series and of the Indenture Trustee to authenticate the Investor Certificates of such new Series Notes and to execute and deliver the related Indenture Supplement (other than any Series issued pursuant to an Indenture Supplement dated as of January 30, 2004) is subject to the satisfaction of the following conditions:
(i) on or before the fifth Business Day day immediately preceding the Series Issuance Date, the Transferor shall have given the TrusteeTrustees, the Servicer, Servicer and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement notice (unless such notice requirement is otherwise waived) of such issuance and the Series Issuance Date;
(ii) the Transferor shall have delivered to the Trustee the Trustees any related Indenture Supplement, in form satisfactory to the Owner Trustee (as such and in its individual capacity) and the Indenture Trustee, executed by each party hereto other than the Trusteeparties thereto;
(iii) the Transferor shall have delivered to the Trustee Trustees any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee;
(iv) the Transferor shall have received written notice from delivered to the Trustees (with a copy to each Rating Agency that such issuance will not have Agency) a Ratings Effect and shall have delivered copies of each such written notice to Tax Opinion, dated the Servicer and the TrusteeSeries Issuance Date;
(v) the Rating Agency Condition shall have been satisfied with respect to such issuance;
(vi) such issuance will not result in any Adverse Effect and the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement Trustees an Officer’s Certificate of the Transferor's Certificate, dated the Series Issuance Date, to the effect that (A) the Transferor reasonably believes that such issuance will not, based on the facts known to such officer at the time of such certification, then cause a Pay Out Event or any event thatresult in an Adverse Effect, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Series;
and (viB) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion, dated the Series Issuance Date, with respect all conditions precedent to such issuance; andexecution, authentication, and delivery have been satisfied;
(vii) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage of the total aggregate amount of Principal ReceivablesReceivables shall be greater than the Required Minimum Principal Balance and the Transferor Interest shall be greater than the Required Transferor Interest, in each case as of the Series Issuance Date, Date and after giving effect to such issuance. In addition, Any Note held by the Transferor agrees to provide notice at any time after the date of new issuances of Series of Investor Certificates as its initial issuance may be required by transferred or exchanged only upon the delivery to the Trust and in accordance the Indenture Trustee of a Tax Opinion dated as of the date of such transfer or exchange, as the case may be, with Item 1121(a)(14respect to such transfer or exchange.
(c) of Regulation AB. Upon satisfaction of the above conditions, pursuant to Section 2.03, the Owner Trustee, on behalf of the Issuer, shall execute and the Indenture Trustee shall execute authenticate and deliver the Supplement and authenticate the Investor Certificates Notes of such Series as provided in this Indenture and the applicable Indenture Supplement. Notwithstanding the provisions of this Section, prior to the execution of any Indenture Supplement (other than any Indenture Supplement dated as of January 30, 2004), the Indenture Trustee and Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution thereof of such Indenture Supplement is authorized or permitted by this Indenture and any Indenture Supplement related to any outstanding Series. The Indenture Trustee and Owner Trustee may, but shall not be obligated to, enter into any such Indenture Supplement which adversely affects the TransferorIndenture Trustee's or Owner Trustee's (as such or in its individual capacity) own rights, duties, benefits, protections, privileges or immunities under this Indenture.
(cd) If The Issuer may direct the Transferor elects Indenture Trustee to have all or a portion of its interest deposit the net proceeds from any New Issuance in the Transferor’s Interest evidenced by Special Funding Account. The Issuer may also specify that on any Transfer Date the Base Certificate as provided in Section 6.01 hereof, then proceeds from the Transferor may surrender the Base Certificate to the Trustee in exchange for a newly issued Base Certificate and one or more additional certificates (each, a “Supplemental Certificate”), the terms sale of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(a) to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and
(ii) the Transferor shall have delivered to the Trustee, each Rating Agency and any new Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion dated the date of such exchange (or transfer or exchange as provided in the next sentence), with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of withdrawn from the conditions set forth in clauses (i) Special Funding Account and (ii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplementtreated as Shared Principal Collections.
Appears in 1 contract
New Issuances. (a) The Transferor Pursuant to one or more Indenture Supplements, the Issuer may from time to time direct the Trustee to authenticate issue one or more new Series of Investor CertificatesNotes (a "New Issuance"). The Investor Certificates Notes of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement Indenture without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement Indenture and the applicable related Indenture Supplement except, with respect to any Series or Class, as provided in the Indenture Supplement related to such Series. Interest on and principal of the Notes of each outstanding Series shall be paid as specified in the Indenture Supplement relating to such outstanding Series. If a conflict exists between the terms and provisions of this Indenture and any Indenture Supplement, the terms and provisions of the Indenture Supplement shall be controlling with respect to the related Series.
(b) On or before the Series Issuance Closing Date relating to any new SeriesNew Issuance, the parties hereto will execute and deliver a an Indenture Supplement which will specify the Principal Terms of such the new SeriesSeries to be issued. The terms of such Indenture Supplement may modify or amend the terms of this Agreement Indenture solely as applied to such new Series. The obligation of the Issuer to execute the Notes of any Series and of the Indenture Trustee to authenticate such Notes (other than the Investor Certificates of such new Series issued on or about the Initial Closing Date) and to execute and deliver the related Indenture Supplement is subject to the satisfaction of the following conditions:
(i) on or before the fifth Business Day fifteenth day immediately preceding the Series Issuance Dateapplicable Closing Date (unless a shorter period shall be acceptable to the Indenture Trustee and each applicable Rating Agency), the Transferor Issuer shall have given the Trustee, the Servicer, Indenture Trustee and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement notice (unless such notice requirement is otherwise waived) of such issuance New Issuance and the Series Issuance Closing Date;
(ii) the Transferor Issuer shall have delivered to the Indenture Trustee the any related Indenture Supplement, in form satisfactory to the Issuer and the Indenture Trustee, executed by each party hereto other than the Trusteehereto;
(iii) the Transferor Issuer shall have delivered to the Indenture Trustee any related Enhancement Agreement to be entered into in connection with such New Issuance executed by each of the parties thereto, other than the TrusteeSeries Enhancer;
(iv) the Transferor Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trusteeissuance;
(v) such New Issuance will not have an Adverse Effect as of the applicable Closing Date and after giving effect to such New Issuance, and the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s 's Certificate of the Transferor, dated the Series Issuance Date, to the effect that the Transferor reasonably believes that such issuance will not, based on upon the facts known to the officer or manager executing such officer at Officer's Certificate, the time New Issuance will not have an Adverse Effect as of the applicable Closing Date and after giving effect to such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any SeriesNew Issuance;
(vi) the Transferor Free Equity Amount shall not be less than the Minimum Free Equity Amount as of the applicable Closing Date after giving effect to such New Issuance;
(vii) the Note Trust Principal Balance shall not be less than the Required Principal Balance as of the applicable Closing Date after giving effect to such New Issuance; and
(viii) the Issuer shall have delivered to the Trustee, Indenture Trustee (with a copy to each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement Agency) a Tax Opinion, dated the Series Issuance Date, Closing Date with respect to such issuance; and.
(viic) the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate of the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage of the total amount of Principal Receivables, in each case as of the Series Issuance Date, and after giving effect to such issuance. In addition, the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. Upon satisfaction of the above conditions, pursuant to Section 2.2, the Trustee Issuer, shall execute and the Supplement Indenture Trustee shall, upon receipt of an Issuer Request, authenticate and authenticate deliver the Investor Certificates Notes of such Series upon execution thereof by the Transferor.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor may surrender the Base Certificate to the Trustee in exchange for a newly issued Base Certificate and one or more additional certificates (each, a “Supplemental Certificate”), the terms of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(a) to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from each Rating Agency that such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer Indenture and the Trustee; and
(ii) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion dated the date of such exchange (or transfer or exchange as provided in the next sentence), with respect thereto. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (i) and (ii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related applicable Indenture Supplement.
Appears in 1 contract
Samples: Master Indenture (CDF Funding, Inc.)
New Issuances. (a) The Transferor Seller may from time to time ------------- direct the Trustee Trustee, on behalf of the Trust, to authenticate issue one or more new Series of Investor CertificatesCertificates pursuant to a Supplement. The Investor Certificates of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement.
(b) On or before the Series Issuance Date relating to any new Series, the parties hereto will execute and deliver a Supplement which will specify the Principal Terms of such new Series. The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. The obligation of the Trustee to authenticate issue the Investor Certificates of such new Series and to execute and deliver the related Supplement is subject to the satisfaction of the following conditions:
(i) on or before the fifth Business Day immediately preceding the Series Issuance Date (in the case of Series 1994-1, on or before its Series Issuance Date), the Transferor Seller shall have given the Trustee, the Servicer, each Rating Agency Agency, any Agent and any Series Enhancer entitled thereto pursuant to the relevant Supplement Enhancement Provider written notice of such issuance and the Series Issuance Date;
(ii) the Transferor Seller shall have delivered to the Trustee the related Supplement, in form satisfactory to the Trustee, executed by each party hereto other than the Trustee;
(iii) the Transferor Seller shall have delivered to the Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Trustee;
(iv) the Transferor Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trusteeissuance;
(v) such issuance will not result in the Transferor occurrence of an Early Amortization Event and the Seller shall have delivered to the Trustee Trustee, any Agent and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate Enhancement Provider a certificate of the Transferora Vice President or more senior officer, dated the Series Issuance Date, to the effect that the Transferor Seller reasonably believes that such issuance will not, based on not result in the facts known occurrence of an Early Amortization Event and is not reasonably expected to such officer result in the occurrence of an Early Amortization Event at any time in the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Seriesfuture;
(vi) the Transferor Seller shall have delivered to the Trustee, each Rating Agency Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement Enhancement Provider a Tax Opinion, dated the Series Issuance Date, with respect to such issuance; and;
(vii) the Transferor shall have delivered to result obtained by multiplying (x) the Trustee and any Series Enhancer entitled thereto pursuant to Seller's Participation Amount by (y) the relevant Supplement an Officer’s Certificate percentage equivalent of the Transferor, dated portion of the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest Seller's Interest represented by any Supplemental the Deutsche FRLP Certificate) , shall not be less than the Specified Percentage 2% of the total amount of Principal ReceivablesPool Balance, in each case as of the Series Issuance Date, and after giving effect to such issuance. In addition;
(viii) if there are any Delayed Funding Receivables in the Pool Balance, the Transferor agrees conditions in clauses (v) and (vii) shall also be satisfied after excluding from the Pool Balance all Principal Receivables that are Delayed Funding Receivables; and
(ix) the Seller shall have delivered to provide notice of new issuances of Series of Investor Certificates as may be required by the Trustee an Officer's Certificate to the effect that the conditions precedent in this Section 6.3(b) have been satisfied; and in accordance with Item 1121(a)(14) of Regulation AB. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate issue to the Seller the Investor Certificates of such Series upon for execution thereof by and redelivery to the TransferorTrustee for authentication.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor The Seller may surrender the Base Deutsche FRLP Certificate to the Trustee in exchange for a newly issued Base Deutsche FRLP Certificate and one or more additional certificates a second certificate (each, a “"Supplemental Certificate”"), the terms of which shall be defined ------------------------ in a Supplement supplement to this Agreement (which Supplement shall be subject to Section 13.01(a) 13.1 hereof to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor Seller (or the Holder holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor result obtained by multiplying (x) the Seller's Participation Amount (determined in accordance with Section 2.5(a)) by (y) the percentage equivalent of the portion of the Seller's Interest represented by the Deutsche FRLP Certificate, shall not be less than 2% of the Pool Balance (determined in accordance with Section 2.5(a)), in each case as of the date of, and after giving effect to, such exchange;
(ii) the Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and);
(iiiii) the Transferor Seller shall have delivered to the Trustee, each Rating Agency any Agent and any Series Enhancer entitled thereto pursuant to the relevant Supplement Enhancement Provider a Tax Opinion Opinion, dated the date of such exchange (or transfer or exchange as provided in the next sentencebelow), with respect thereto; and
(iv) the Seller shall have delivered to the Trustee an Officer's Certificate to the effect that the conditions precedent in this Section 6.3(c) shall have been satisfied. The Deutsche FRLP Certificate will at all times be beneficially owned by the Seller. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (iii) and (iiiii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Deutsche Floorplan Receivables L P)
New Issuances. (a) The Transferor Seller may from time to time direct the Trustee Master Trust Trustee, on behalf of the Master Trust, to authenticate issue one or more new Series of Investor Certificates. The Investor Certificates of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement. If the Seller directs the Master Trust Trustee to issue a new Series pursuant to this Section 6.09 prior to the 1990 Trust Termination Date, the Master Trust Trustee shall (unless otherwise provided in the related Supplement), without any further action by the Seller or any Certificateholder, deliver the 1990 Trust Seller Certificate to the 1990 Trust Trustee in exchange for a 1990 Trust Investor Certificate and a newly issued 1990 Trust Seller Certificate (each of which shall be issued to the Master Trust in accordance with the 1990 Trust Agreement).
(b) On or before the Series Issuance Date relating to any new Series, the parties hereto will (other than the 1990 Trust Trustee, unless it has any obligations thereunder) shall execute and deliver a Supplement which will shall specify the Principal Terms of such new Series. The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. The obligation of the Master Trust Trustee to authenticate issue the Investor Certificates of such new Series and to execute and deliver the related Supplement is subject to the satisfaction of the following conditions:
(i) on or before the fifth Business Day immediately preceding the Series Issuance Date, the Transferor Seller shall have given the Master Trust Trustee, the Servicer, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement Enhancement Provider notice of such issuance and the Series Issuance Date;
(ii) the Transferor Seller shall have delivered to the Master Trust Trustee the related Supplement, in form satisfactory to the Master Trust Trustee, executed by each party hereto other than the Master Trust Trustee and the 1990 Trust Trustee;
(iii) the Transferor Seller shall have delivered to the Master Trust Trustee any related Enhancement Agreement executed by each of the parties thereto, other than the Master Trust Trustee;
(iv) the Transferor Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such issuance will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trusteeissuance;
(v) such issuance shall not result in the Transferor occurrence of an Early Amortization Event and the Seller shall have delivered to the Master Trust Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate Enhancement Provider a certificate of the Transferora Vice President or more senior officer, dated the Series Issuance Date, to the effect that the Transferor Seller reasonably believes that such issuance will not, based on not result in the facts known occurrence of an Early Amortization Event and is not reasonably expected to such officer result in the occurrence of an Early Amortization Event at any time in the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Seriesfuture;
(vi) the Transferor Seller shall have delivered to the Trustee, each Rating Agency Master Trust Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement Enhancement Provider a Tax OpinionOpinion and an opinion of counsel that the Investor Certificates of the new Series will be characterized as debt or as a partnership interest (other than an interest in a publicly traded partnership), in each case, dated the Series Issuance Date, with respect to such issuance; and
(vii) the Transferor shall have delivered if such issuance is to occur prior to the 1990 Trust Termination Date, the Master Trust Trustee shall, except as otherwise provided in any Supplement, have received a newly issued 1990 Trust Investor Certificate and any Series Enhancer entitled thereto pursuant 1990 Trust Seller Certificate, each of which are in a form satisfactory to the relevant Supplement an Officer’s Certificate Master Trust Trustee; and
(viii) the amount of the Transferor, dated the Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) Master Trust Seller's Interest shall not be less than the Specified Percentage of the total amount of Principal Receivables, in each case Minimum Master Trust Seller's Interest as of the Series Issuance Date, and such date after giving effect to such issuance. In addition, the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by issuance and in accordance with Item 1121(a)(14) of Regulation ABany Prefunding. Upon satisfaction of the above conditions, the Master Trust Trustee shall execute the Supplement and authenticate issue to the Seller the Investor Certificates of such Series upon for execution thereof by and redelivery to the TransferorMaster Trust Trustee for authentication.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the Transferor The Seller may surrender the Base NFSC Certificate to the Master Trust Trustee in exchange for a newly issued Base NFSC Certificate and one or more additional certificates a second certificate (each, a “"Supplemental Certificate”"), the terms of which shall be defined in a Supplement to this Agreement (which Supplement shall be subject to Section 13.01(a) 13.01 to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor Seller (or the Holder holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor Rating Agency Condition shall have received written notice from each Rating Agency that been satisfied with respect to such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee); and
(ii) the Transferor Seller shall have delivered to the Trustee, each Rating Agency Master Trust Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement Enhancement Provider a Tax Opinion Opinion, dated the date of such exchange (or transfer or exchange as provided in the next sentencebelow), with respect thereto. The NFSC Certificate shall at all times be beneficially owned by the Seller; provided, however, NFSC may transfer, assign, sell, exchange or otherwise convey or pledge, hypothecate or otherwise grant a security interest (subject to Section 7.06(b) hereof) in any portion of the Master Trust Seller's Interest represented by the NFSC Certificate so long as (x) the agreements and other documentation relating to any such transfer, assignment, sale, exchange, conveyance, pledge, hypothecation or grant are consistent with the terms hereof, are subject to all terms hereof and do not require any action prohibited or prohibit any action required on the part of the Servicer, the Seller or the Master Trust Trustee by the terms of this Agreement or necessary to protect the interests of the Investor Certificateholders and (y) NFSC shall have provided notice thereof to the Rating Agencies. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (i) and (ii) above. Notwithstanding anything in of this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related SupplementSection 6.09(c).
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Navistar Financial Securities Corp)
New Issuances. (a) The Transferor may from time to time direct the Trustee Trustee, on behalf of the Trust, to authenticate issue one or more new Series of Investor CertificatesCertificates pursuant to a Supplement. The Investor Certificates of all outstanding Series shall be equally and ratably entitled as provided herein to the benefits of this Agreement without preference, priority or distinction, all in accordance with the terms and provisions of this Agreement and the applicable Supplement except, with respect to any Series or Class, as provided in the related Supplement.
(b) On or before the Series Issuance Date relating to any new Series, the parties hereto will execute and deliver a Supplement which will specify the Principal Terms of such new Series. The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. The obligation of the Trustee to authenticate issue the Investor Certificates of such new Series and to execute and deliver the related Supplement is subject to the satisfaction of the following conditions:
(i) on or before the fifth tenth Business Day immediately preceding the Series Issuance Date, the Transferor shall have given the Trustee, the Servicer, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement Enhancement Provider written notice of such issuance and the Series Issuance Date;
(ii) the Transferor shall have delivered to the Trustee the related Supplement, in form satisfactory to the Trustee, executed by each party hereto other than the Trustee;
(iii) the Transferor shall have delivered to the Trustee any related Enhancement Agreement executed by each of the parties thereto, party hereto other than the Trustee;
(iv) the Transferor shall have received written notice from each Rating Agency shall have notified the Transferor, the Servicer, the Trustee and any Enhancement Provider in writing that the issuance of such issuance new Series of Investor Certificates, other than the Series 1994-2 Certificates (if the Series 1994-2 Certificates are issued within ninety days of the Initial Closing Date), will not have result in a Ratings Effect and shall have delivered copies reduction or withdrawal of each such written notice the rating of any outstanding Series or Class with respect to the Servicer and the Trusteewhich it is a Rating Agency;
(v) such issuance will not result in the occurrence of an Early Amortization Event and the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement Enhancement Provider an Officer’s Certificate of the Transferor's Certificate, dated the Series Issuance DateDate (upon which the Trustee may conclusively rely), to the effect that the Transferor reasonably believes that such issuance will not, based on not result in the facts known occurrence of an Early Amortization Event and is not reasonably expected to such officer result in the occurrence of an Early Amortization Event at any time in the time of such certification, then cause a Pay Out Event or any event that, after the giving of notice or the lapse of time, would constitute a Pay Out Event to occur with respect to any Seriesfuture;
(vi) the Transferor shall have delivered to the Trustee, each Rating Agency Trustee and any Series Enhancer entitled thereto pursuant Enhancement Provider an Opinion of Counsel to the relevant effect that the issuance of the Investor Certificates of such Series (A) has been, or need not be, registered under the Act and will not result in the requirement that any other Series of Investor Certificates not registered under the Act be so registered (unless the Transferor has elected, in its sole discretion, to register such Certificates), and (B) will not result in the Trust becoming subject to registration as an investment company under the Investment Company Act and (C) will not require this Agreement or the related Supplement to be qualified under the Trust Indenture Act of 1939, as amended;
(vii) the Transferor shall have delivered to the Trustee a Tax Opinion, dated the Series Issuance Date, with respect to such issuance; and
(viiviii) such issuance will not result in the Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement an Officer’s Certificate aggregate of the Transferor, dated the Floating Allocation Percentages for all outstanding Series Issuance Date to the effect that the Transferor’s Participation Amount (excluding the interest represented by any Supplemental Certificate) shall not be less than the Specified Percentage of the total amount of Principal Receivables, in each case as of the Series Issuance Date, and after giving effect to such new issuance. In addition, the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation ABexceeding 100%. Upon satisfaction of the above conditions, the Trustee shall execute the Supplement and authenticate the Transferor shall execute and deliver the Investor Certificates of such Series for authentication and redelivery to or upon execution thereof by the order of the Transferor. Notwithstanding the provisions of this Section 6.09(b), prior to the execution of any Supplement, the Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such Supplement is authorized or permitted by this Agreement and any Supplement related to any outstanding Series. The Trustee may, but shall not be obligated to, enter into any such Supplement which adversely affects the Trustee's own rights, duties or immunities under this Agreement.
(c) If the Transferor elects to have all or a portion of its interest in the Transferor’s Interest evidenced by the Base Certificate as provided in Section 6.01 hereof, then the The Transferor may surrender the Base Transferor Certificate to the Trustee in exchange for a newly issued Base Transferor Certificate and one or more additional certificates a second certificate (each, a “"Supplemental Certificate”"), the terms of which shall be defined in a Supplement (which Supplement shall be subject to Section 13.01(a) 13.01 hereof to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or the Holder holder of a Supplemental Certificate, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions:
(i) the Transferor shall have received written notice from delivered to the Trustee an Officer's Certificate certifying that the result obtained by multiplying (x) an amount equal to the excess of the Net Receivables Balance over the Trust Invested Amount by (y) the percentage equivalent of the portion of the Transferor Interest represented by the Transferor Certificate, shall not be less than 2% of the aggregate balance of all Receivables owned by the Trust, in each case as of the date of, and after giving effect to, such exchange;
(ii) each Rating Agency that Condition shall have been satisfied with respect such exchange (or transfer or exchange as provided below) will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee); and
(iiiii) the Transferor shall have delivered to the Trustee, each Rating Agency any Agent and any Series Enhancer entitled thereto pursuant to the relevant Supplement Enhancement Provider a Tax Opinion dated Opinion, date the date of such exchange (or transfer or exchange as provided in the next sentencebelow), with respect thereto. The Transferor Certificate will at all times be beneficially owned by the Transferor. Any Supplemental Certificate may be transferred or exchanged only upon satisfaction of the conditions set forth in clauses (iii) and (iiiii) above. Notwithstanding anything in this Agreement to the contrary and subject to the related Supplement, any Holder of a Supplemental Certificate that is an Affiliate of the Transferor may elect at any time, by written notice to the Trustee, to have its interest in the Transferor’s Interest be (i) an uncertificated interest or (ii) evidenced by a certificate. If the Holder of a Supplemental Certificate elects to have its interest in the Transferor’s Interest be uncertificated, it shall deliver to the Trustee for cancellation any Supplemental Certificate previously issued and the Trustee shall make the appropriate entry in the books and records of the Trust registering such uncertificated interest in the Transferor’s Interest. If the recorded owner of any such uncertificated interest elects to have its interest in the Transferor’s Interest be evidenced by a certificate, a Supplemental Certificate will be issued in registered form and in the form provided in the related Supplement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Wheeling Pittsburgh Corp /De/)
