New Issuances. (a) Upon any Exchange, Seller shall under Section 6.1 deliver to the ----------- Trustee for execution and authentication under Section 6.2, one or more new ----------- Series of Investor Certificates. 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 the Series to which it belongs, as selected by 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 Enhancement provided for any Series shall not be available for any other Series) without preference, priority or distinction on delivery, all in accordance with terms and provisions of this Agreement and the related Supplement. (b) Seller may require Trustee to issue to Seller 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 in exchange --- for a reduction in the Seller Interest (any such transfer, a "Seller ------ Exchange"). 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 to the 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 Exchange"). The Seller Exchange and Investor ----------------- Exchange are referred to collectively herein as an "Exchange." The holder of the Seller Interest or Investor Certificateholders, as applicable, may perform an Exchange by notifying the Trustee in writing at least five days (but in no event less than three Business Days) in advance (an "Exchange -------- Notice") of the date upon which the Exchange is to occur (an "Exchange ------ -------- Date"). Any Exchange Notice shall state the designation of any Series to be ---- issued on the Exchange Date and, with respect to each such Series: (i) its Initial Investor Amount (or the method of calculating such Initial Investor Amount), (ii) its Certificate Rate (or the method of 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 Exchange Date, the Trustee shall authenticate and deliver any such Series of Investor Certificates only upon delivery to it of the following: (A) a Supplement in form satisfactory to the Trustee satisfying the criteria set forth in subsection 6.12 (c) executed by the Seller and specifying the ------------------ Principal Terms of such Series, (B) the applicable Enhancement, if any, (C) the agreement, if any, pursuant to which the Enhancement Provider agrees to provide the Enhancement, if any, (D) an Opinion of Counsel dated the Exchange Date with respect to such Exchange, to the effect that, for federal income tax purposes, (1) such Exchange will not adversely affect the tax characterization as debt of the Investor Certificates of any outstanding Series or Class that was characterized as debt at the time of its issuance, (2) such action will not cause the Trust to be deemed to be an association (or publicly traded partnership) taxable as a corporation, (3) such Exchange will not cause or constitute an event in which gain or loss would be recognized by any Investor Certificateholder and (4) except as is otherwise provided in a Supplement, the Investor Certificates of the Series established pursuant to such Supplement will be properly characterized as debt, (E) evidence that the Rating Agency Condition has been satisfied with respect to such Exchange, (F) an Officer's Certificate of the Seller that on the Exchange Date (1) the Seller, after giving effect to the Exchange, would not be required to add Additional Accounts pursuant to subsection 2.6(a) and (2) after giving ----------------- effect to such Exchange, the Aggregate Principal Balance would be at least equal to the Minimum Aggregate Principal Balance, and (G) the existing Investor Certificates, in the case of an Investor Exchange. Upon satisfaction of such conditions, Trustee shall issue as provided above, such Series of Investor Certificates, dated the Exchange Date and, in the case of an Investor Exchange, 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.
Appears in 1 contract
New Issuances. (a) Upon any Exchangethe issuance of Investor Certificates of a new Series, the Trustee shall issue to the Holder of the Seller shall Certificate under Section 6.1 deliver to the ----------- Trustee 6.01, for execution and redelivery to the Trustee for authentication under Section 6.26.02, one or more new ----------- Series Investor Certificates of such Series. Each Investor Certificates. Any Certificate of 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 the 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 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 Seller Certificate may require Trustee to issue to Seller under Section 6.1, ----------- for execution and redelivery to Trustee for authentication under Section ------- 6.2, permit Investor Certificates of one or more newly new Series to be issued Series of Investor Certificates in exchange --- for a reduction in the Seller Interest (any such transfereach, a "Seller ------ ExchangeNew Issuance"). 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 to the 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 Exchange"). The Seller Exchange and Investor ----------------- Exchange are referred to collectively herein as an "Exchange." The holder of the Seller Interest or Investor Certificateholders, as applicable, may perform an Exchange ) by notifying the Trustee in writing at least five three days (but in no event less than three Business Days) in advance (an a "Exchange -------- New Issuance Notice") of the date upon which the Exchange New Issuance is to occur (an a "Exchange ------ -------- New Issuance Date"). Any Exchange New Issuance Notice shall state the designation of any Series (and Class thereof, if applicable) to be ---- issued on the Exchange New Issuance Date and, with respect to each such Series: (ia) its Initial Investor Amount Interest (or the method of for calculating such Initial Investor AmountInterest), (iib) its Certificate Rate (or the method of for allocating interest payments or other cash flows to such Series), if any, and (iiic) the Credit Enhancement Provider, if any, with respect to such Series. On the Exchange 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 in form satisfactory to the Trustee satisfying the criteria set forth in subsection 6.12
(c6.09(c) executed by the Seller 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, (Dd)(i) an Opinion of Counsel dated the Exchange Date with respect to such Exchange, to the effect that, for federal income tax purposes, (1) such Exchange will not adversely affect except to the tax characterization as debt of extent otherwise stated in the Investor Certificates of any outstanding Series or Class that was characterized as debt at the time of its issuance, (2) such action will not cause the Trust to be deemed to be an association (or publicly traded partnership) taxable as a corporation, (3) such Exchange will not cause or constitute an event in which gain or loss would be recognized by any Investor Certificateholder and (4) except as is otherwise provided in a related Supplement, the Investor Certificates of the newly issued Series established pursuant to such Supplement will be properly characterized treated as debt, debt for federal income tax purposes and (Eii) evidence that the Rating Agency Condition has been satisfied a Tax Opinion with respect to the issuance of such ExchangeSeries, (Fe) 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 a Vice President (or any more senior officer) of the Seller Seller, that on the Exchange New Issuance Date (1i) the Seller, after giving effect to the Exchangesuch New Issuance, would not be required to add Additional Accounts pursuant to subsection 2.6(a2.06(a) and (2ii) after giving ----------------- effect to such ExchangeNew Issuance, the Aggregate Principal Balance Seller Interest would be at least equal to the Minimum Aggregate Principal Balance, and (G) the existing Investor Certificates, in the case of an Investor ExchangeSeller Interest. Upon satisfaction of such conditions, the Trustee shall issue the Investor Certificates of such Series and a new Seller Certificate, if applicable, dated the New Issuance Date, as provided above, such Series of Investor Certificates, dated the Exchange Date and, in the case of an Investor Exchange, cancel the Investor Certificates tendered in exchange for the new Series. 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, 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 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 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 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 the Investor Certificates of such other Series then issued and outstanding.
SECTION 14. 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 15. 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 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 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 Ii)
New Issuances. (a) Upon any Exchange, Seller shall under Section 6.1 deliver to the ----------- Trustee for execution and authentication under Section 6.2, one or more new ----------- Series of Investor Certificates. 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 the Series to which it belongs, as selected by 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 Enhancement provided for any Series shall not be available for any other Series) without preference, priority or distinction on delivery, all in accordance with terms and provisions of this Agreement and the related Supplement.
(b) Seller may require Trustee to issue to Seller 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 in exchange --- for a reduction in the Seller Interest (any such transfer, a "Seller ------ Exchange"). In addition, to the extent permitted -------- 57 for any Series of Investor -------- Certificates as specified in the related Supplement, the Investor Certificateholders of such Series may tender their Investor Certificates to the 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 Exchange"). The Seller -------- -------- Exchange and Investor ----------------- Exchange are referred to collectively herein as an "Exchange." The holder of the Seller Interest or Investor Certificateholders, as applicable, may perform an Exchange by notifying the Trustee in writing at least five days (but in no event less than three Business Days) in advance (an "Exchange -------- Notice") of the date upon which the --------------- Exchange is to occur (an "Exchange ------ -------- Date"). Any Exchange Notice shall state ------------- the designation of any Series to be ---- issued on the Exchange Date and, with respect to each such Series: (i) its Initial Investor Amount (or the method of calculating such Initial Investor Amount), (ii) its Certificate Rate (or the method of 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 Exchange Date, the Trustee shall authenticate and deliver any such Series of Investor Certificates only upon delivery to it of the following: (A) a Supplement in form satisfactory to the Trustee satisfying the criteria set forth in subsection 6.12
(c6.12(c) executed by the ----------------- Seller and specifying the ------------------ Principal Terms of such Series, (B) the applicable Enhancement, if any, (C) the agreement, if any, pursuant to which the Enhancement Provider agrees to provide the Enhancement, if any, (D) an Opinion of Counsel dated the Exchange Date with respect to such Exchange, to the effect that, for federal income tax purposes, (1) such Exchange will not adversely affect the tax characterization as debt of the Investor Certificates of any outstanding Series or Class that was characterized as debt at the time of its issuance, (2) such action will not cause the Trust to be deemed to be an association (or publicly traded partnership) taxable as a corporation, (3) such Exchange will not cause or constitute an event in which gain or loss would be recognized by any Investor Certificateholder and (4) except as is otherwise provided in a Supplement, the Investor Certificates of the Series established pursuant to such Supplement will be properly characterized as debt, (E) evidence that the Rating Agency Condition has been satisfied with respect to such Exchange, (F) an Officer's Certificate of the Seller that on the Exchange Date (1) the Seller, after giving effect to the Exchange, would not be required to add Additional Accounts pursuant to subsection 2.6(a) and (2) ----------------- after giving ----------------- effect to such Exchange, the Aggregate Principal Balance would be at least equal to the Minimum Aggregate Principal Balance, and (G) the existing Investor Certificates, in the case of an Investor Exchange. Upon satisfaction of such conditions, Trustee shall issue as provided above, such Series of Investor Certificates, dated the Exchange Date and, in the case of an Investor Exchange, 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 Exchange, 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 including without limitation: (i) its name 58 or designation, (ii) an Initial Investor Amount or the method of calculating the Initial Investor Amount, (iii) the Certificate 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 Seller Interest that have been transferred to the Holders of such Series pursuant to such Exchange (including any rights to allocations of Collections of Finance Charge Receivables and Principal Receivables), (viii) the interest payment date or dates and the date or dates from which interest shall accrue, (ix) 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, (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 Seller Amount, (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 Certificates 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 Interchange, Recoveries or other fees will be included in the funds available to be paid for such Series, (xxi) the priority of any Series with respect to any other Series, (xxii) the rights, if any, of the holders of the Seller Interest that have been transferred to the holders of such Series, and (xxiii) 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 Exchange a nationally recognized investment banking firm or commercial bank shall also deliver to the Trustee an officer's certificate stating, in substance, that the Exchange 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 1 contract
Samples: Pooling and Servicing Agreement (First Consumers Master Trust)
New Issuances. (a) Upon any Exchange, Seller shall under Section 6.1 deliver to the ----------- Trustee for execution and authentication under Section 6.2, one or more new ----------- Series of Investor Certificates. 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 the Series to which it belongs, as selected by 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 Enhancement provided for any Series shall not be available for any other Series) without preference, priority or distinction on delivery, all in accordance with terms and provisions of this Agreement and the related Supplement.
(b) Seller may require Trustee to issue to Seller under Section 6.1, for ----------- for execution and redelivery to Trustee for authentication under Section ------- 6.2, one or ----------- more newly issued Series of Investor Certificates in exchange --- for a reduction in the Seller Interest (any such transfer, a "Seller ------ Exchange"). 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 to the 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 Exchange"). The Seller Exchange and Investor ----------------- Exchange are referred to collectively herein as an "Exchange." The holder of the Seller Interest or Investor Certificateholders, as applicable, may perform an Exchange by notifying the Trustee in writing at least five days (but in no event less than three Business Days) in advance (an "Exchange -------- Notice") of the date upon which the Exchange is to occur (an "Exchange ------ -------- Date"). Any Exchange Notice shall state the designation of any Series to be ---- issued on the Exchange Date and, with respect to each such Series: (i) its Initial Investor Amount (or the method of calculating such Initial Investor Amount), (ii) its Certificate Rate (or the method of 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 Exchange Date, the Trustee shall authenticate and deliver any such Series of Investor Certificates only upon delivery to it of the following: (A) a Supplement in form satisfactory to the Trustee satisfying the criteria set forth in subsection 6.12Trustee
(c) executed by the Seller and specifying the ------------------ Principal Terms of such ---- Series, (B) the applicable Enhancement, if any, (C) the agreement, if any, pursuant to which the Enhancement Provider agrees to provide the Enhancement, if any, (D) an Opinion of Counsel dated the Exchange Date with respect to such Exchange, to the effect that, for federal income tax purposes, (1) such Exchange will not adversely affect the tax characterization as debt of the Investor Certificates of any outstanding Series or Class that was characterized as debt at the time of its issuance, (2) such action will not cause the Trust to be deemed to be an association (or publicly traded partnership) taxable as a corporation, (3) such Exchange will not cause or constitute an event in which gain or loss would be recognized by any Investor Certificateholder and (4) except as is otherwise provided in a Supplement, the Investor Certificates of the Series established pursuant to such Supplement will be properly characterized as debt, (E) evidence that the Rating Agency Condition has been satisfied with respect to such Exchange, (F) an Officer's Certificate of the Seller that on the Exchange Date (1) the Seller, after giving effect to the Exchange, would not be required to add Additional Accounts pursuant to subsection 2.6(a) and (2) after giving ----------------- effect to such Exchange, the Aggregate ----------------- Principal Balance would be at least equal to the Minimum Aggregate Principal Balance, and (G) the existing Investor Certificates, in the case of an Investor Exchange. Upon satisfaction of such conditions, Trustee shall issue as provided above, such Series of Investor Certificates, dated the Exchange Date and, in the case of an Investor Exchange, 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.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (First Consumers Master Trust)
New Issuances. (a) Upon any Exchangerequest by the Transferor from time to time, Seller the Trustee shall issue to the Transferor under Section 6.1 deliver to the ----------- Trustee 6.1, for execution and redelivery to the Trustee for authentication under Section 6.2, one or more new ----------- Series of Investor Certificates. 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 the such Series to which it belongs, as selected by Sellerthe 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) Seller The Transferor may require the Trustee to issue to Seller the Transferor under Section 6.1, ----------- for execution and redelivery to the Trustee for authentication under Section ------- 6.2, one or 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 Seller Transferor Interest (any such transfertransaction, a "Seller ------ Exchange"). 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 to the 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 ExchangeISSUANCE"). The Seller Exchange and Investor ----------------- Exchange are referred to collectively herein as Transferor may initiate an "Exchange." The holder of the Seller Interest or Investor Certificateholders, as applicable, may perform an Exchange Issuance by notifying the Trustee Trustee, in writing at least five three days (but in no event less than three Business Days) in advance (an "Exchange -------- NoticeISSUANCE NOTICE") of the date upon which the Exchange Issuance is to occur (an "Exchange ------ -------- DateISSUANCE DATE"). Any Exchange Issuance Notice shall state the designation of any Series (and Class thereof, if applicable) to be ---- issued on the Exchange Issuance Date and, with respect to each such Series: (i) , its Initial Investor Amount Interest (or the method of for calculating such Initial Investor AmountInterest), (ii) its Certificate Rate the applicable interest rate (or the method of for allocating interest payments or other cash flows to such Series), if any, and (iii) the Credit Enhancement Provider, if any, with respect to such Series. On the Exchange 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 in form satisfactory to the Trustee satisfying the criteria set forth in subsection 6.12
(c6.9(c) executed by the Seller 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) an Opinion of Counsel dated the Exchange Date with respect to such Exchange, to the effect that, for federal income tax purposesa Tax Opinion, (1) such Exchange will not adversely affect the tax characterization as debt of the Investor Certificates of any outstanding Series or Class that was characterized as debt at the time of its issuance, (2) such action will not cause the Trust to be deemed to be an association (or publicly traded partnership) taxable as a corporation, (3) such Exchange will not cause or constitute an event in which gain or loss would be recognized by any Investor Certificateholder and (4) except as is otherwise provided in a Supplement, the Investor Certificates of the Series established pursuant to such Supplement will be properly characterized as debt, (E5) evidence that the Rating Agency Condition has been satisfied with respect to such Exchangethe Issuance, and (F6) an Officer's Certificate signed by a Vice President (or any more senior officer) of the Seller Transferor, that on the Exchange Issuance Date (1) the Seller, after giving effect to the Exchange, would not be required to add Additional Accounts pursuant to subsection 2.6(a) and (2) after giving ----------------- effect to such ExchangeIssuance, the Aggregate Principal Balance Transferor Interest would be at least equal to the Minimum Aggregate Principal Balance, and (G) the existing Investor Certificates, in the case of an Investor ExchangeTransferor Interest. Upon satisfaction of such conditions, the Trustee shall issue as provided above, such Series of Investor Certificates, dated the Exchange Date and, in the case of an Investor Exchange, cancel the Investor Certificates tendered in exchange for the new SeriesIssuance. 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 (on terms and conditions reasonably acceptable to the Trustee), 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 the 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 Defaulted 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, 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) the priority of any Series with respect to any other Series, (xxii) the rights, if any, of the 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 Paired 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.
(d) Upon satisfaction of the above conditions, the Transferor may also cause the Trustee (on behalf of the Trust) to enter into one or more agreements pursuant to which the Trustee (on behalf of the Trust) 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 the Trustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Mellon Premium Finance Loan Owner Trust)
