New Issuances. (a) Upon the issuance of a new Series of Investor Certificates, the Trustee shall issue to or upon the order of the Holder of the Transferor Certificate under Section 6.01, for execution and redelivery to the Trustee for authentication under Section 6.02, one or more new Series of Investor Certificates; provided, however, the prior written consent of MBIA Insurance Corporation, a New York stock insurance company, or any successor thereto, solely in its capacity as Credit Enhancement Provider with respect to any Series, shall have been previously obtained if the issuance of any Series shall cause the Trust to have Investor Certificates outstanding which, in the aggregate, exceed $1,099,999,999; provided further, however, the prior written consent referred to in the immediately preceding proviso need not be obtained if such Credit Enhancement Provider is providing Credit Enhancement to one or more Series of Investor Certificates with Investor Interests, in the aggregate, of $300,000,000 or less; provided, further, that for purposes of the two preceding provisos, the outstanding amount of the Investor Certificate and the Investor Interest with respect to Series 2001-1 shall equal the Maximum Commitment Amount (as defined in the Supplement for Series 2001-1). Any such Series of Investor Certificates 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 Certificates of any Series shall rank pari passu and be equally and ratably entitled as provided herein to the benefits hereof (except that the Credit Enhancement provided for any Series shall not be available for any other Series) without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Agreement and the related Supplement. (b) The Holder of the Transferor Certificate may permit a new Series of Investor Certificates to be issued (a “New Issuance”) by notifying the Trustee and any Credit Enhancement Provider, 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 and, with respect to 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 Trustee shall authenticate and deliver any such Series of Investor Certificates only upon delivery to it of the following: (a) a Supplement satisfying the criteria set forth in subsection 6.09(c) executed by the Transferor and specifying the Principal Terms of such Series, (b) the applicable Credit Enhancement, if any, (c) the agreement, if any, pursuant to which the Credit Enhancement Provider agrees to provide the Credit Enhancement, if any, (d) a Tax Opinion with respect to the issuance of such Series, (e) 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 Series as to which it is a Rating Agency and (f) an Officer’s Certificate signed by the President, Treasurer or Chief Operating Officer of the Transferor, that on the New Issuance Date (i) the Transferor, after giving effect to the New 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 Transferor Interest would be at least equal to the Minimum Transferor Interest. 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 such conditions, the Trustee shall cancel the existing Transferor Certificate or applicable Investor Certificates, as the case may be, and issue, as provided above, such Series of Investor Certificates and a new Transferor Certificate, dated the New Issuance Date. 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 Certificates, which may include without limitation: (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 Certificate Rate (or 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 Transferor 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 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 moneys therein, (xiv) the Series 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 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 may modify or amend the terms of this Agreement solely as applied to such new Series. If on the date of the issuance of such Series there is issued and outstanding one or more Series of Investor Certificates and no Series of Investor Certificates is currently rated by a Rating Agency, then as a condition to such New Issuance a nationally recognized investment banking firm or commercial bank shall also deliver to the Trustee 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 such other Series of Investor Certificates then issued and outstanding.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (Cabela's Master Credit Card Trust), Pooling and Servicing Agreement (Cabela's Master Credit Card Trust), Pooling and Servicing Agreement (Cabela's Master Credit Card Trust)

New Issuances. (a) Upon the issuance of Investor Certificates of a new ~~Series of Investor Certificates~~Series, the Trustee shall issue to ~~or upon the order of~~ the Holder of the Transferor Certificate under Section 6.01, for execution and redelivery to the Trustee for authentication under Section 6.02, ~~one or more new Series~~ Investor Certificates of such Series. Each Investor Certificates; provided, however, the prior written consent of MBIA Insurance Corporation, a New York stock insurance company, or any successor thereto, solely in its capacity as Credit Enhancement Provider with respect to any Series, shall have been previously obtained if the issuance Certificate of any Series shall cause the Trust to have Investor Certificates outstanding which, in the aggregate, exceed $1,099,999,999; provided further, however, the prior written consent referred to in the immediately preceding proviso need not be obtained if such Credit Enhancement Provider is providing Credit Enhancement to one or more Series of Investor Certificates with Investor Interests, in the aggregate, of $300,000,000 or less; provided, further, that for purposes of the two preceding provisos, the outstanding amount of the Investor Certificate and the Investor Interest with respect to Series 2001-1 shall equal the Maximum Commitment Amount (as defined in the Supplement for Series 2001-1). Any such Series ~~of Investor Certificates~~ shall be substantially in the form specified in the related Supplement and shall ~~bear,~~ bear upon its ~~face,~~ 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 Certificates of any Series shall rank pari passu and be equally and ratably entitled as provided herein to the benefits hereof (except that the Credit Enhancement provided for any Series shall not be available for any other Series) without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Agreement and the related Supplement. (b) The Holder of the Transferor Certificate may permit a Investor Certificates of one or more new Series ~~of Investor Certificates~~ to be issued (each, a “New Issuance”) by notifying the Trustee ~~and any Credit Enhancement Provider,~~ 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 and, with respect to 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 Trustee shall authenticate and deliver the Investor Certificates of any such Series ~~of Investor Certificates~~ only upon delivery to it of the following: (a) a Supplement satisfying the criteria set forth in subsection 6.09(c) executed by the Transferor and specifying the Principal Terms of such Series, (b) the applicable Credit Enhancement, if any, (c) the agreement, if any, pursuant to which the Credit Enhancement Provider agrees to provide ~~the~~ any Credit Enhancement, ~~if any~~(d)(i) an Opinion of Counsel to the effect that, except to the extent otherwise stated in the related Supplement, the Investor Certificates of the newly issued Series will be treated as debt for federal income tax purposes and (dii) a Tax Opinion with respect to the issuance of such Series, (e) 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 Series as to which it is a Rating ~~Agency~~ Agency, and (f) an Officer’s Certificate signed by ~~the President, Treasurer~~ a Vice President (or ~~Chief Operating Officer~~ any more senior officer) of the Transferor, that on the New Issuance Date (i) the Transferor, after giving effect to ~~the~~ such New 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 Transferor Interest would be at least equal to the Minimum Transferor Interest. 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 such conditions, the Trustee shall ~~cancel~~ issue the ~~existing Transferor Certificate or applicable~~ Investor ~~Certificates, as the case may be, and issue, as provided above,~~ Certificates of such Series ~~of Investor Certificates~~ and a new Transferor Certificate, if applicable, 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 the Investor Certificates of any newly issued ~~Series of Investor Certificates~~Series, which may include without limitation: (i) its name or designation, (ii) an 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 Rate (or formula for the determination thereof), (v) the Closing Date, (vi) each ~~rating agency~~ Rating Agency rating such Series, (vii) the name of the Clearing Agency, if any, (viii) the rights of the Holder of the Transferor 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 and~~ 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 Transferor Interest and the Series Termination Date, (xvi) the terms of any Credit Enhancement with respect to such ~~Series,~~ 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~~Series and, ~~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 may modify or amend the terms of this Agreement solely as applied to such new Series. If on the date of the issuance of such Series there is issued and outstanding one or more Series of Investor Certificates and no Series of Investor Certificates is currently rated by a Rating Agency, then as a condition to such New Issuance a nationally recognized investment banking firm or commercial bank shall also deliver to the Trustee 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 ~~of Investor Certificates~~ then issued and outstanding.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (BA Credit Card Trust), Pooling and Servicing Agreement (BA Master Credit Card Trust II), Pooling and Servicing Agreement (BA Master Credit Card Trust II)

New Issuances. (a) Upon the issuance of Investor Certificates of a new ~~Series of Investor Certificates~~Series, the Trustee shall issue to ~~or upon the order of~~ the Holder of the Transferor Certificate under Section 6.01, for execution and redelivery to the Trustee for authentication under Section 6.02, ~~one or more new Series~~ Investor Certificates of such Series. Each Investor Certificates; provided, however, the prior written consent of MBIA Insurance Corporation, a New York stock insurance company, or any successor thereto, solely in its capacity as Credit Enhancement Provider with respect to any Series, shall have been previously obtained if the issuance Certificate of any Series shall cause the Trust to have Investor Certificates outstanding which, in the aggregate, exceed $1,099,999,999; provided further, however, the prior written consent referred to in the immediately preceding proviso need not be obtained if such Credit Enhancement Provider is providing Credit Enhancement to one or more Series of Investor Certificates with Investor Interests, in the aggregate, of $300,000,000 or less; provided, further, that for purposes of the two preceding provisos, the outstanding amount of the Investor Certificate and the Investor Interest with respect to Series 2001-1 shall equal the Maximum Commitment Amount (as defined in the Supplement for Series 2001-1). Any such Series ~~of Investor Certificates~~ shall be substantially in the form specified in the related Supplement and shall ~~bear,~~ bear upon its ~~face,~~ 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 Certificates of any Series shall rank pari passu and be equally and ratably entitled as provided herein to the benefits hereof (except that the Credit Enhancement provided for any Series shall not be available for any other Series) without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Agreement and the related Supplement. (b) The Holder of the Transferor Certificate may permit a Investor Certificates of one or more new Series ~~of Investor Certificates~~ to be issued (each, a “New Issuance”) by notifying the Trustee ~~and any Credit Enhancement Provider,~~ 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 and, with respect to 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 Trustee shall authenticate and deliver the Investor Certificates of any such Series ~~of Investor Certificates~~ only upon delivery to it of the following: (a) a Supplement satisfying the criteria set forth in subsection 6.09(c) executed by the Transferor and specifying the Principal Terms of such Series, (b) the applicable Credit Enhancement, if any, (c) the agreement, if any, pursuant to which the Credit Enhancement Provider agrees to provide ~~the~~ any Credit Enhancement, ~~if any~~(d)(i) an Opinion of Counsel to the effect that, except to the extent otherwise stated in the related Supplement, the Investor Certificates of the newly issued Series will be treated as debt for federal income tax purposes and (dii) a Tax Opinion with respect to the issuance of such Series, (e) 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 Series as to which it is a Rating ~~Agency~~ Agency, and (f) an Officer’s Certificate signed by ~~the President, Treasurer~~ a Vice President (or ~~Chief Operating Officer~~ any more senior officer) of the Transferor, that on the New Issuance Date (i) the Transferor, after giving effect to ~~the~~ such New 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 Transferor Interest would be at least equal to the Minimum Transferor Interest. 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 such conditions, the Trustee shall ~~cancel~~ issue the ~~existing Transferor Certificate or applicable~~ Investor ~~Certificates, as the case may be, and issue, as provided above,~~ Certificates of such Series ~~of Investor Certificates~~ and a new Transferor Certificate, if applicable, 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 the Investor Certificates of any newly issued ~~Series of Investor Certificates~~Series, which may include without limitation: (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 Certificate Rate (or 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 Transferor 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 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 moneys therein, (xiv) the Series 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 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 may modify or amend the terms of this Agreement solely as applied to such new Series. If on the date of the issuance of such Series there is issued and outstanding one or more Series of Investor Certificates and no Series of Investor Certificates is currently rated by a Rating Agency, then as a condition to such New Issuance a nationally recognized investment banking firm or commercial bank shall also deliver to the Trustee 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 such other Series of Investor Certificates then issued and outstanding.,

Appears in 2 contracts

Samples: Pooling and Servicing Agreement, Pooling and Servicing Agreement

New Issuances. (a) Upon ~~the issuance of a new Series of Investor Certificates~~request by Transferor from time to time, ~~the~~ Trustee shall issue to ~~or upon the order of the Holder of the~~ Transferor ~~Certificate~~ under Section ~~6.01~~6.1, for execution and redelivery to ~~the~~ Trustee for authentication under Section ~~6.02~~6.2, one or more new Series of Investor Certificates; provided, however, the prior written consent of MBIA Insurance Corporation, a New York stock insurance company, or any successor thereto, solely in its capacity as Credit Enhancement Provider with respect to any Series, shall have been previously obtained if the issuance of any Series shall cause the Trust to have Investor Certificates outstanding which, in the aggregate, exceed $1,099,999,999; provided further, however, the prior written consent referred to in the immediately preceding proviso need not be obtained if such Credit Enhancement Provider is providing Credit Enhancement to one or more Series of Investor Certificates with Investor Interests, in the aggregate, of $300,000,000 or less; provided, further, that for purposes of the two preceding provisos, the outstanding amount of the Investor Certificate and the Investor Interest with respect to Series 2001-1 shall equal the Maximum Commitment Amount (as defined in the Supplement for Series 2001-1). Any such Series ~~of Investor Certificates~~ 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 Certificates of any Series shall rank pari passu and be equally and ratably entitled as provided herein to the benefits hereof (except that the Credit Enhancement provided for any Series shall not be available for any other Series) without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Agreement and the related Supplement. (b) ~~The Holder of the~~ Transferor ~~Certificate~~ may ~~permit a new~~ require Trustee to issue to Transferor under Section 6.1, for execution and redelivery to Trustee for authentication under Section 6.2, one or more newly issued Series of Investor Certificates ~~to be issued~~ or in connection with a Paired Series, interests in such Series, in exchange for a reduction in the Transferor Interest (~~a “New~~ any such transaction, an "Issuance”) "). Transferor may initiate an Issuance by notifying ~~the Trustee and any Credit Enhancement Provider~~Trustee, in writing at least three days in advance (~~a “New~~ an "Issuance Notice”") of the date upon which the ~~New~~ Issuance is to occur (~~a “New~~ an "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 and, with respect to each such Series~~: (a)~~ , its Initial Investor Interest (or the method for calculating such Initial Investor Interest~~) (b) its Certificate Rate~~ ), the applicable interest 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~~ Trustee shall authenticate and deliver any such Series of Investor Certificates only upon delivery to it of the following: (a1) a Supplement satisfying the criteria set forth in subsection ~~6.09(c~~6.9(c) executed by ~~the~~ Transferor and specifying the Principal Terms of such Series, (b2) the applicable Credit Enhancement, if any, (c3) the agreement, if any, pursuant to which the Credit Enhancement Provider agrees to provide the Credit Enhancement, if any, (d4) a Tax ~~Opinion~~ Opinion, (5) evidence that the Rating Agency Condition has been satisfied with respect to the ~~issuance of such Series~~Issuance, (e) 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 Series as to which it is a Rating Agency and (f6) an Officer’s 's Certificate signed by ~~the President, Treasurer~~ a Vice President (or ~~Chief Operating Officer~~ any more senior officer) of ~~the~~ Transferor, that on the ~~New~~ Issuance Date ~~(i) the Transferor, after giving effect to the New 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 Transferor Interest would be at least equal to the Minimum Transferor Interest. ~~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 such conditions, ~~the~~ Trustee shall ~~cancel the existing Transferor Certificate or applicable Investor Certificates, as the case may be, and issue,~~ issue as provided above, such Series of Investor ~~Certificates and a new Transferor Certificate~~Certificates, dated the ~~New Issuance Date~~Issuance. There is no limit to the number of ~~New~~ Issuances that may be performed under this Agreement. (c) In conjunction with ~~a New~~ 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 without limitation~~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 ~~Certificate Rate~~ applicable interest rate (or formula for ~~the determination thereof~~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 ~~the Holder of the~~ Transferor ~~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 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~~Receivables, (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 Transferor Interest ~~and~~ 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, (xxii) the rights, if any, of Transferor that have been transferred to the holders of such 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~~ Paired Series and the Series with which it will be paired, if ~~applicable,~~ 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 may modify or amend the terms of this Agreement solely as applied to such new Series~~. If on the date~~ . (d) Upon satisfaction of the ~~issuance of such Series there is issued and outstanding~~ above conditions, Transferor may also cause Trustee to enter into one or more ~~Series~~ 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 ~~Investor Certificates~~ such interests, or an agent or other representative of such purchaser(s), notice and ~~no Series~~ consultation rights with respect to any rights or actions of Investor Certificates is currently rated by a Rating Agency, then as a condition to such New Issuance a nationally recognized investment banking firm or commercial bank shall also deliver to the Trustee 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 such other Series of Investor Certificates then issued and outstandingTrustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Mellon Bank Premium Finance Loan Master Trust)

New Issuances. (a) Upon the issuance of Investor Certificates of a new ~~Series of Investor Certificates~~Series, the Trustee shall issue to ~~or upon the order of~~ the Holder of the Transferor Certificate under Section 6.01, for execution and redelivery to the Trustee for authentication under Section 6.02, ~~one or more new Series~~ Investor Certificates of such Series. Each Investor Certificates; provided, however, the prior written consent of MBIA Insurance Corporation, a New York stock insurance company, or any successor thereto, solely in its capacity as Credit Enhancement Provider with respect to any Series, shall have been previously obtained if the issuance Certificate of any Series shall cause the Trust to have Investor Certificates outstanding which, in the aggregate, exceed $1,099,999,999; provided further, however, the prior written consent referred to in the immediately preceding proviso need not be obtained if such Credit Enhancement Provider is providing Credit Enhancement to one or more Series of Investor Certificates with Investor Interests, in the aggregate, of $300,000,000 or less; provided, further, that for purposes of the two preceding provisos, the outstanding amount of the Investor Certificate and the Investor Interest with respect to Series 2001-1 shall equal the Maximum Commitment Amount (as defined in the Supplement for Series 2001-1). Any such Series ~~of Investor Certificates~~ shall be substantially in the form specified in the related Supplement and shall ~~bear,~~ bear upon its ~~face,~~ 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 Certificates of any Series shall rank pari passu and be equally and ratably entitled as provided herein to the benefits hereof (except that the Credit Enhancement provided for any Series shall not be available for any other Series) without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Agreement and the related Supplement. (b) The Holder of the Transferor Certificate may permit a Investor Certificates of one or more new Series ~~of Investor Certificates~~ to be issued (each, a “"New Issuance”") by notifying the Trustee ~~and any Credit Enhancement Provider,~~ 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 and, with respect to 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 Trustee shall authenticate and deliver the Investor Certificates of any such Series ~~of Investor Certificates~~ only upon delivery to it of the following: (a) a Supplement satisfying the criteria set forth in subsection 6.09(c) executed by the Transferor and specifying the Principal Terms of such Series, (b) the applicable Credit Enhancement, if any, (c) the agreement, if any, pursuant to which the Credit Enhancement Provider agrees to provide ~~the~~ any Credit Enhancement, ~~if any~~(d)(i) an Opinion of Counsel to the effect that, except to the extent otherwise stated in the related Supplement, the Investor Certificates of the newly issued Series will be treated as debt for federal income tax purposes and (dii) a Tax Opinion with respect to the issuance of such Series, (e) written confirmation from each Rating Agency that the New Issuance will not result in such Rating Agency’s 's reducing or withdrawing its rating on any then outstanding Series as to which it is a Rating ~~Agency~~ Agency, and (f) an Officer’s 's Certificate signed by ~~the President, Treasurer~~ a Vice President (or ~~Chief Operating Officer~~ any more senior officer) of the Transferor, that on the New Issuance Date (i) the Transferor, after giving effect to ~~the~~ such New 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 Transferor Interest would be at least equal to the Minimum Transferor Interest. 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 such conditions, the Trustee shall ~~cancel~~ issue the ~~existing Transferor Certificate or applicable~~ Investor ~~Certificates, as the case may be, and issue, as provided above,~~ Certificates of such Series ~~of Investor Certificates~~ and a new Transferor Certificate, if applicable, 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 the Investor Certificates of any newly issued ~~Series of Investor Certificates~~Series, which may include without limitation: (i) its name or designation, (ii) an 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 Rate (or formula for the determination thereof), (v) the Closing Date, (vi) each ~~rating agency~~ Rating Agency rating such Series, (vii) the name of the Clearing Agency, if any, (viii) the rights of the Holder of the Transferor 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 and~~ 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 Transferor Interest and the Series Termination Date, (xvi) the terms of any Credit Enhancement with respect to such ~~Series,~~ 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~~Series and, ~~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 may modify or amend the terms of this Agreement solely as applied to such new Series. If on the date of the issuance of such Series there is issued and outstanding one or more Series of Investor Certificates and no Series of Investor Certificates is currently rated by a Rating Agency, then as a condition to such New Issuance a nationally recognized investment banking firm or commercial bank shall also deliver to the Trustee an officer’s '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 ~~of Investor Certificates~~ then issued and outstanding.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (BA Master Credit Card Trust II)

New Issuances. (a) Upon the issuance of Investor Certificates of a new ~~Series of Investor Certificates~~Series, the Trustee shall issue to ~~or upon the order of~~ the Holder of the ~~Transferor~~ Exchangeable Seller Certificate under Section 6.01, for execution and redelivery to the Trustee for authentication under Section 6.02, ~~one or more new Series~~ Investor Certificates of such Series. Each Investor Certificates; provided, however, the prior written consent of MBIA Insurance Corporation, a New York stock insurance company, or any successor thereto, solely in its capacity as Credit Enhancement Provider with respect to any Series, shall have been previously obtained if the issuance Certificate of any Series shall cause the Trust to have Investor Certificates outstanding which, in the aggregate, exceed $1,099,999,999; provided further, however, the prior written consent referred to in the immediately preceding proviso need not be obtained if such Credit Enhancement Provider is providing Credit Enhancement to one or more Series of Investor Certificates with Investor Interests, in the aggregate, of $300,000,000 or less; provided, further, that for purposes of the two preceding provisos, the outstanding amount of the Investor Certificate and the Investor Interest with respect to Series 2001-1 shall equal the Maximum Commitment Amount (as defined in the Supplement for Series 2001-1). Any such Series ~~of Investor Certificates~~ shall be substantially in the form specified in the related Supplement and shall ~~bear,~~ bear upon its ~~face,~~ face the designation for such Series to which it belongs, as selected by the ~~Transferor~~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 hereof (except that the ~~Credit~~ Enhancement provided for any Series shall not be available for any other Series) without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Agreement and the related Supplement. (b) The Holder of the ~~Transferor~~ Exchangeable Seller Certificate may permit a Investor Certificates of one or more new Series ~~of Investor Certificates~~ to be issued (each, a “"New Issuance”") by notifying the Trustee ~~and any Credit Enhancement Provider,~~ in writing at least ~~three days~~ 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 (and Class thereof, if applicable) to be issued on the New Issuance Date and, with respect to each such Series: (a) its Initial Investor Interest (or the method for calculating such Initial Investor Interest) ), which at any time may not be greater than the current principal amount of the Exchangeable Seller Certificate or, as the case may be, the uncertificated interest in the Seller Interest at such time, (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 Trustee shall authenticate and deliver the Investor Certificates of any such Series ~~of Investor Certificates~~ only upon delivery to it of the following: (a) a Supplement satisfying the criteria set forth in subsection 6.09(c) executed by the ~~Transferor~~ Seller and specifying the Principal Terms of such Series, (b) the applicable ~~Credit~~ Enhancement, if any, (c) the agreement, if any, pursuant to which the ~~Credit~~ Enhancement Provider agrees to provide ~~the Credit~~ any Enhancement, ~~if any~~(d)(i) an Opinion of Counsel to the effect that, except to the extent otherwise stated in the related Supplement, the Investor Certificates of the newly issued Series will be treated as debt for federal income tax purposes and (dii) a Tax Opinion with respect to the issuance of such Series, (e) written confirmation from each Rating Agency that the New Issuance will not result in such Rating Agency’s 's reducing or withdrawing its rating on any then outstanding Series as to which it is a Rating ~~Agency~~ Agency, and (f) an Officer’s 's Certificate signed by ~~the President, Treasurer~~ a Vice President (or ~~Chief Operating Officer~~ any more senior officer) of the ~~Transferor~~Seller, that on the New Issuance Date (i) the ~~Transferor~~Seller, after giving effect to ~~the~~ such New Issuance, would not be required to add ~~Additional~~ additional Accounts pursuant to subsection 2.06(a) and (ii) after giving effect to such New Issuance, the ~~Transferor~~ Seller Interest would be at least equal to the Minimum ~~Transferor~~ Seller Interest~~. 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 such conditions, the Trustee shall ~~cancel~~ issue the ~~existing Transferor Certificate or applicable~~ Investor ~~Certificates, as the case may be, and issue, as provided above,~~ Certificates of such Series ~~of Investor Certificates~~ and a new ~~Transferor~~ Exchangeable Seller Certificate, if applicable, 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 the Investor Certificates of any newly issued ~~Series of Investor Certificates~~Series, which may include without limitation: (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~~ Certificate Rate (or formula for the determination thereof), (viv) the Closing Date, (viv) ~~each rating agency~~ the Rating Agency rating such Series, (~~vii~~vi) the name of the Clearing Agency, if any, (~~viii~~vii) the rights of the Holder of the ~~Transferor~~ Exchangeable 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), (ixviii) 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~~ix) the method of allocating Collections with respect to Principal Receivables for such Series and, if applicable, with respect to other ~~Series and~~ 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~~x) 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~~xi) ~~the Series Servicing Fee and~~ the Series Servicing Fee Percentage, (xvxii) the Minimum ~~Transferor~~ Seller Interest and the Series Termination Date, (~~xvi~~xiii) the terms of any ~~Credit~~ Enhancement with respect to such ~~Series,~~ Series and the ~~Credit~~ Enhancement Provider, if applicable, (~~xvii~~xiv) the base rate applicable to such Series, (~~xviii~~xv) the terms on which the Certificates of such Series may be repurchased or remarketed to other investors, (~~xix~~xvi) any deposit into any account provided for such Series, (xxxvii) the number of Classes of such ~~Series~~Series and, ~~and~~ if more than one Class, the rights and priorities of each such Class, (~~xxi~~xviii) whether Interchange or other fees will be included in the funds available to be paid for such Series, (~~xxii~~xix) the priority of any Series with respect to any other Series, (~~xxiii~~xx) the rights, if any, of the Holders of the Exchangeable Seller Certificate that have been transferred to the Holders of such Series, (xxi) the Pool Factor, (xxii) the Minimum Aggregate Principal Receivables, (~~xxiv~~xxiii) 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,~~ Group and (~~xxvi~~xxiv) 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. If on the date of the issuance of such Series there is issued and outstanding one or more Series of Investor Certificates and no Series of Investor Certificates is currently rated by a Rating Agency, then as a condition to such New Issuance a nationally recognized investment banking firm or commercial bank shall also deliver to the Trustee an officer’s '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 ~~of Investor Certificates~~ then issued and outstanding. SECTION 13. Amendment of Section 12.03. Subsection 12.03(a) of the Pooling and Servicing Agreement is hereby amended by deleting the second sentence thereof in its entirety and inserting in its place the following: The Servicer shall also deliver to the Trustee, as soon as is practicable but in no event not later than three Business Days after the Determination Date relating to the final payment described in the preceding sentence, an Officers' Certificate setting forth the information, to the extent available, specified in Article V of this Agreement covering the period during the then current calendar year through the date of such notice and setting forth the date of such final distribution. SECTION 14. Amendment of Section 12.04. Section 12.04 of the Pooling and Servicing Agreement is hereby amended by deleting the first sentence thereof in its entirety and inserting in its place the following: Upon the termination of the Trust pursuant to Section 12.01, and after payment of all amounts due hereunder on or prior to such termination and the surrender of the Exchangeable Seller Certificate, if applicable, the Trustee shall execute a written reconveyance substantially in the form of Exhibit H pursuant to which it shall reconvey to the Holder of the Exchangeable Seller Certificate (without recourse, representation or warranty) all right, title and interest of the Trust in the Receivables, whether then existing or thereafter created, all moneys due or to become due with respect to such Receivables (including all accrued interest theretofore posted as Finance Charge Receivables) and all proceeds of such Receivables and Insurance Proceeds relating to such Receivables and Interchange (if any) allocable to the Trust pursuant to any Supplement, except for amounts held by the Trustee pursuant to subsection 12.03(b).

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Mbna America Bk Nat Assoc Mbna Master Credit Card Trust)

New Issuances. (a) Upon the issuance of Investor Certificates of a new ~~Series of Investor Certificates~~Series, the Trustee shall issue to ~~or upon the order of~~ the Holder of the Transferor Certificate under Section ~~6.01~~6.1, for execution and redelivery to the Trustee for authentication under Section ~~6.02~~6.2, ~~one or more new Series~~ Investor Certificates of such Series. Each Investor Certificates; provided, however, the prior written consent of MBIA Insurance Corporation, a New York stock insurance company, or any successor thereto, solely in its capacity as Credit Enhancement Provider with respect to any Series, shall have been previously obtained if the issuance Certificate of any Series shall cause the Trust to have Investor Certificates outstanding which, in the aggregate, exceed $1,099,999,999; provided further, however, the prior written consent referred to in the immediately preceding proviso need not be obtained if such Credit Enhancement Provider is providing Credit Enhancement to one or more Series of Investor Certificates with Investor Interests, in the aggregate, of $300,000,000 or less; provided, further, that for purposes of the two preceding provisos, the outstanding amount of the Investor Certificate and the Investor Interest with respect to Series 2001-1 shall equal the Maximum Commitment Amount (as defined in the Supplement for Series 2001-1). Any such Series ~~of Investor Certificates~~ shall be substantially in the form specified in the related Supplement and shall ~~bear,~~ bear upon its ~~face,~~ 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 Certificates of any Series shall rank pari passu and be equally and ratably entitled as provided herein to the benefits hereof (except that the Credit Enhancement provided for any Series shall not be available for any other Series) without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Agreement and the related Supplement. (b) The Holder of the Transferor Certificate may permit a Investor Certificates of one or more new Series ~~of Investor Certificates~~ to be issued (each, a “New Issuance”) by notifying the Trustee ~~and any Credit Enhancement Provider,~~ 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 and, with respect to 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 Trustee shall authenticate and deliver the Investor Certificates of any such Series ~~of Investor Certificates~~ only upon delivery to it of the following: (a) a Supplement satisfying the criteria set forth in subsection ~~6.09(c~~6.9(c) executed by the Transferor and specifying the Principal Terms of such Series, (b) the applicable Credit Enhancement, if any, (c) the agreement, if any, pursuant to which the Credit Enhancement Provider agrees to provide ~~the~~ any Credit Enhancement, ~~if any~~(d) an Opinion of Counsel to the effect that, unless otherwise stated in the related Supplement, the Investor Certificates of the newly issued Series or Class of Investor Certificates will be treated as debt for United States federal income and Delaware state income and corporate franchise tax purposes, (de) a Tax Opinion with respect to the issuance of such Series, (ef) 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 Series as to which it is a~~ satisfy the Rating Agency Condition, and (fg) an Officer’s Certificate signed by ~~the President, Treasurer~~ a Vice President (or ~~Chief Operating Officer~~ any more senior officer) of the Transferor, that on the New Issuance Date (i) the Transferor, after giving effect to ~~the~~ such New Issuance, would not be required to add Additional Accounts pursuant to subsection ~~2.06(a~~2.6(a) and (ii) after giving effect to such New Issuance, the Transferor Interest would be at least equal to the Minimum Transferor Interest. ~~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 such conditions, the Trustee shall ~~cancel~~ issue the Investor Certificates of such Series and, if there is a currently existing Transferor Certificate, upon presentation of such Transferor Certificate ~~or applicable Investor Certificates~~to the Trustee for cancellation, ~~as the case may be, and issue, as provided above, such Series of Investor Certificates and~~ a new Transferor Certificate, if applicable, 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 the Investor Certificates of any newly issued ~~Series of Investor Certificates~~Series, which may include without limitation: (i) its name or designation, (ii) an 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 Rate (or formula for the determination thereof), (v) the Closing Date, (vi) each ~~rating agency~~ Rating Agency rating such Series, (vii) the name of the Clearing Agency, if any, (viii) the rights of the Holder of the Transferor 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 and~~ 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 Transferor Interest and the Series Termination Date, (xvi) the terms of any Credit Enhancement with respect to such ~~Series,~~ 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~~Series and, ~~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 may modify or amend the terms of this Agreement solely as applied to such new Series. If on the date of the issuance of such Series there is issued and outstanding one or more Series of Investor Certificates and no Series of Investor Certificates is currently rated by a Rating Agency, then as a condition to such New Issuance a nationally recognized investment banking firm or commercial bank shall also deliver to the Trustee 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 ~~of Investor Certificates~~ then issued and outstanding.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (First Usa Credit Card Master Trust)

New Issuances. (a) Upon ~~the issuance of a new Series of Investor Certificates~~request by Transferor from time to time, ~~the~~ Trustee shall issue to ~~or upon the order of the Holder of the~~ Transferor ~~Certificate~~ under Section ~~6.01~~6.1, for execution and redelivery to ~~the~~ Trustee for authentication under Section ~~6.02~~6.2, one or more new Series of Investor Certificates; provided, however, the prior written consent of MBIA Insurance Corporation, a New York stock insurance company, or any successor thereto, solely in its capacity as Credit Enhancement Provider with respect to any Series, shall have been previously obtained if the issuance of any Series shall cause the Trust to have Investor Certificates outstanding which, in the aggregate, exceed $1,099,999,999; provided further, however, the prior written consent referred to in the immediately preceding proviso need not be obtained if such Credit Enhancement Provider is providing Credit Enhancement to one or more Series of Investor Certificates with Investor Interests, in the aggregate, of $300,000,000 or less; provided, further, that for purposes of the two preceding provisos, the outstanding amount of the Investor Certificate and the Investor Interest with respect to Series 2001-1 shall equal the Maximum Commitment Amount (as defined in the Supplement for Series 2001-1). Any such Series ~~of Investor Certificates~~ 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 Certificates of any Series shall rank pari passu and be equally and ratably entitled as provided herein to the benefits hereof (except that the Credit Enhancement provided for any Series shall not be available for any other Series) without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Agreement and the related Supplement. (b) ~~The Holder of the~~ Transferor ~~Certificate~~ may ~~permit a new~~ require Trustee to issue to Transferor under Section 6.1, for execution and redelivery to Trustee for authentication under Section 6.2, one or more newly issued Series of Investor Certificates ~~to be issued~~ or in connection with a Paired Series, interests in such Series, in exchange for a reduction in the Transferor Interest (~~a “New~~ any such transaction, an "Issuance”) "). Transferor may initiate an Issuance by notifying ~~the Trustee and any Credit Enhancement Provider~~Trustee, in writing at least three days in advance (~~a “New~~ an "Issuance Notice”") of the date upon which the ~~New~~ Issuance is to occur (~~a “New~~ an "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 and, with respect to each such Series~~: (a)~~ , its Initial Investor Interest (or the method for calculating such Initial Investor Interest~~) (b) its Certificate Rate~~ ), the applicable interest 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~~ Trustee shall authenticate and deliver any such Series of Investor Certificates only upon delivery to it of the following: (a1) a Supplement satisfying the criteria set forth in subsection ~~6.09(c~~6.9(c) executed by ~~the~~ Transferor and specifying the Principal Terms of such Series, (b2) the applicable Credit Enhancement, if any, (c3) the agreement, if any, pursuant to which the Credit Enhancement Provider agrees to provide the Credit Enhancement, if any, (d4) a Tax ~~Opinion~~ Opinion, (5) evidence that the Rating Agency Condition has been satisfied with respect to the ~~issuance of such Series~~Issuance, (e) 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 Series as to which it is a Rating Agency and (f6) an Officer’s 's Certificate signed by ~~the President, Treasurer~~ a Vice President (or ~~Chief Operating Officer~~ any more senior officer) of ~~the~~ Transferor, that on the ~~New~~ Issuance Date ~~(i) the Transferor, after giving effect to the New 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 Transferor Interest would be at least equal to the Minimum Transferor Interest. ~~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 such conditions, ~~the~~ Trustee shall ~~cancel the existing Transferor Certificate or applicable Investor Certificates, as the case may be, and issue,~~ issue as provided above, such Series of Investor ~~Certificates and a new Transferor Certificate~~Certificates, dated the ~~New Issuance Date~~Issuance. There is no limit to the number of ~~New~~ Issuances that may be performed under this Agreement. (c) In conjunction with ~~a New~~ 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 without limitation~~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 ~~Certificate Rate~~ applicable interest rate (or formula for ~~the determination thereof~~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 ~~the Holder of the~~ Transferor ~~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 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 moneys therein, (xiv) the Series Servicing Fee and the Series Servicing Fee Percentage, (xv) the Minimum Transferor Interest ~~and~~ 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, (xxii) the rights, if any, of Transferor that have been transferred to the holders of such 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~~ Paired Series and the Series with which it will be paired, if ~~applicable,~~ 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 may modify or amend the terms of this Agreement solely as applied to such new Series~~. If on the date~~ . (d) Upon satisfaction of the ~~issuance of such Series there is issued and outstanding~~ above conditions, Transferor may also cause Trustee to enter into one or more ~~Series~~ 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 ~~Investor Certificates~~ such interests, or an agent or other representative of such purchaser(s), notice and ~~no Series~~ consultation rights with respect to any rights or actions of Investor Certificates is currently rated by a Rating Agency, then as a condition to such New Issuance a nationally recognized investment banking firm or commercial bank shall also deliver to the Trustee 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 such other Series of Investor Certificates then issued and outstandingTrustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Mellon Bank Premium Finance Master Trust)

New Issuances. (a) Upon the issuance of Investor Certificates of a new ~~Series of Investor Certificates~~Series, the Trustee shall issue to ~~or upon the order of~~ the Holder of the Transferor Certificate under Section ~~6.01~~6.1, for execution and redelivery to the Trustee for authentication under Section ~~6.02~~6.2, ~~one or more new Series~~ Investor Certificates of such Series. Each Investor Certificates; provided, however, the prior written consent of MBIA Insurance Corporation, a New York stock insurance company, or any successor thereto, solely in its capacity as Credit Enhancement Provider with respect to any Series, shall have been previously obtained if the issuance Certificate of any Series shall cause the Trust to have Investor Certificates outstanding which, in the aggregate, exceed $1,099,999,999; provided further, however, the prior written consent referred to in the immediately preceding proviso need not be obtained if such Credit Enhancement Provider is providing Credit Enhancement to one or more Series of Investor Certificates with Investor Interests, in the aggregate, of $300,000,000 or less; provided, further, that for purposes of the two preceding provisos, the outstanding amount of the Investor Certificate and the Investor Interest with respect to Series 2001-1 shall equal the Maximum Commitment Amount (as defined in the Supplement for Series 2001-1). Any such Series ~~of Investor Certificates~~ shall be substantially in the form specified in the related Supplement and shall ~~bear,~~ bear upon its ~~face,~~ 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 Certificates of any Series shall rank ~~pari passu~~ paripassu and be equally and ratably entitled as provided herein to the benefits hereof (except that the Credit Enhancement provided for any Series shall not be available for any other Series) without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Agreement and the related Supplement. (b) The Holder of the Transferor Certificate may permit a Investor Certificates of one or more new Series ~~of Investor Certificates~~ to be issued (each, a “New Issuance”) by notifying the Trustee ~~and any Credit Enhancement Provider,~~ 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 and, with respect to each such Series: (ai) its Initial Investor Interest (or the method for calculating such Initial Investor Interest) ), (bii) its Certificate Rate (or the method for allocating interest payments or other cash flows to such Series), if any, and (ciii) the Credit Enhancement Provider, if any, with respect to such Series. On the New Issuance Date, the Trustee shall authenticate and deliver the Investor Certificates of any such Series ~~of Investor Certificates~~ only upon delivery to it of the following: (aA) a Supplement satisfying the criteria set forth in subsection ~~6.09(c~~6.9(c) executed by the Transferor and specifying the Principal Terms of such Series, (bB) the applicable Credit Enhancement, if any, (cC) the agreement, if any, pursuant to which the Credit Enhancement Provider agrees to provide ~~the~~ any Credit Enhancement, ~~if any~~(D) an Opinion of Counsel to the effect that, unless otherwise stated in the related Supplement, the Investor Certificates of the newly issued Series or Class of Investor Certificates will be treated as debt for United States federal income and Delaware state income and corporate franchise tax purposes, (dE) a Tax Opinion with respect to the issuance of such Series, (eF) 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 Series as to which it is a~~ satisfy the Rating Agency Condition, and (fG) an Officer’s Certificate signed by ~~the President, Treasurer~~ a Vice President (or ~~Chief Operating Officer~~ any more senior officer) of the Transferor, that on the New Issuance Date (ix) the Transferor, after giving effect to ~~the~~ such New Issuance, would not be required to add Additional Accounts pursuant to subsection ~~2.06(a~~2.6(a) and (iiy) after giving effect to such New Issuance, the Transferor Interest would be at least equal to the Minimum Transferor Interest. ~~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 such conditions, the Trustee shall ~~cancel~~ issue the Investor Certificates of such Series and, if there is a currently existing Transferor Certificate, upon presentation of such Transferor Certificate ~~or applicable Investor Certificates~~to the Trustee for cancellation, ~~as the case may be, and issue, as provided above, such Series of Investor Certificates and~~ a new Transferor Certificate, if applicable, 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 the Investor Certificates of any newly issued ~~Series of Investor Certificates~~Series, which may include without limitation: (i) its name or designation, (ii) an 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 Rate (or formula for the determination thereof), (v) the Closing Date, (vi) each ~~rating agency~~ Rating Agency rating such Series, (vii) the name of the Clearing Agency, if any, (viii) the rights of the Holder of the Transferor 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 and~~ 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 Transferor Interest and the Series Termination Date, (xvi) the terms of any Credit Enhancement with respect to such ~~Series,~~ Series and the Credit Enhancement Provider, if applicable, (xvii) the ~~base rate~~ 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~~Series and, ~~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 may modify or amend the terms of this Agreement solely as applied to such new Series. If on the date of the issuance of such Series there is issued and outstanding one or more Series of Investor Certificates and no Series of Investor Certificates is currently rated by a Rating Agency, then as a condition to such New Issuance a nationally recognized investment banking firm or commercial bank shall also deliver to the Trustee 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 ~~of Investor Certificates~~ then issued and outstanding.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (First Usa Credit Card Master Trust)

Common use of New Issuances Clause in Contracts