Premium Option. (a) The Transferors shall have the option to designate at any time and from time to time a percentage or percentages, which may be a fixed percentage or a variable percentage (the "Premium Percentage"), of all or any specified portion of Finance Charge Receivables created on and after the Premium Option Date to be treated as Principal Receivables ("Premium Option Receivables"). The Transferors shall also have the option of increasing, reducing or withdrawing the Premium Percentage, at any time and from time to time, on and after such Premium Option Date. The Transferors shall provide to the Servicer, the Trustee and any Rating Agency 30 days' prior written notice of the Premium Option Date and any such designation or increase, reduction or withdrawal, and such designation, increase, reduction or withdrawal shall become effective on the Premium Option Date specified therefor upon satisfaction of the following conditions: (i) each Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto (if any) an Officer's Certificate of such Transferor certifying that, based upon facts known to such Transferor at such time, such designation, increase, reduction or withdrawal will not, at the time of its occurrence, cause a Pay-Out Event or a Reinvestment Event, or an event that, with notice or the lapse of time or both, would constitute a Pay-Out Event or a Reinvestment Event, to occur with respect to any Series; (ii) the Rating Agency Condition shall have been satisfied with respect to such designation, increase, reduction or withdrawal; and (iii) only in connection with the designation or any increase of the Premium Percentage, the Transferors shall have caused an Opinion of Counsel to the effect described in clause (a) of the definition of "Tax Opinion" in Section 1.01 to have been delivered to the Trustee. (b) After any Premium Option Date, Premium Option Receivable Collections (calculated using the Premium Percentage specified on such Premium Option Date) shall be treated as Collections of Principal Receivables. [END OF ARTICLE II]
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (American Express Credit Account Master Trust), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC), Pooling and Servicing Agreement (American Express Credit Account Master Trust)
Premium Option. (a) The Transferors shall have the option to designate at any time and from time to time a percentage or percentages, which may be a fixed percentage or a variable percentage (the "“Premium Percentage"”), of all or any specified portion of Finance Charge Receivables created on and after the Premium Option Date to be treated as Principal Receivables ("“Premium Option Receivables"”). The Transferors shall also have the option of increasing, reducing or withdrawing the Premium Percentage, at any time and from time to time, on and after such Premium Option Date. The Transferors shall provide to the Servicer, the Trustee and any Rating Agency 30 days' ’ prior written notice of the Premium Option Date and any such designation or increase, reduction or withdrawal, and such designation, increase, reduction or withdrawal shall become effective on the Premium Option Date specified therefor upon satisfaction of the following conditions:
(i) each Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto (if any) an Officer's ’s Certificate of such Transferor certifying that, based upon facts known to such Transferor at such time, such designation, increase, reduction or withdrawal will not, at the time of its occurrence, cause a Pay-Out Event or a Reinvestment Event, or an event that, with notice or the lapse of time or both, would constitute a Pay-Out Event or a Reinvestment Event, to occur with respect to any Series;
(ii) the Rating Agency Condition shall have been satisfied with respect to such designation, increase, reduction or withdrawal; and
(iii) only in connection with the designation or any increase of the Premium Percentage, the Transferors shall have caused an Opinion of Counsel to the effect described in clause (a) of the definition of "“Tax Opinion" ” in Section 1.01 to have been delivered to the Trustee.
(b) After any Premium Option Date, Premium Option Receivable Collections (calculated using the Premium Percentage specified on such Premium Option Date) shall be treated as Collections of Principal Receivables. [END OF ARTICLE II].
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC), Pooling and Servicing Agreement (American Express Credit Account Master Trust)
Premium Option. (a) The Transferors shall have the option to designate at any time and from time to time a percentage or percentages, which may be a fixed percentage or a variable percentage (the "“Premium Percentage"”), of all or any specified portion of Finance Charge Receivables created on and after the Premium Option Date to be treated as Principal Receivables ("“Premium Option Receivables"”). The Transferors shall also have the option of increasing, reducing or withdrawing the Premium Percentage, at any time and from time to time, on and after such Premium Option Date. The Transferors shall provide to the Servicer, the Trustee and any Rating Agency 30 days' ’ prior written notice of the Premium Option Date and any such designation or increase, reduction or withdrawal, and such designation, increase, reduction or withdrawal shall become effective on the Premium Option Date specified therefor upon satisfaction of the following conditions:
(i) each Transferor shall have delivered to the Trustee and any Series Enhancer entitled thereto (if any) an Officer's ’s Certificate of such Transferor certifying that, based upon facts known to such Transferor at such time, such designation, increase, reduction or withdrawal will not, at the time of its occurrence, cause a Pay-Out Event or a Reinvestment Event, or an event that, with notice or the lapse of time or both, would constitute a Pay-Out Event or a Reinvestment Event, to occur with respect to any Series;
(ii) the Rating Agency Condition shall have been satisfied with respect to such designation, increase, reduction or withdrawal; and
(iii) only in connection with the designation or any increase of the Premium Percentage, the Transferors shall have caused an Opinion of Counsel to the effect described in clause (a) of the definition of "“Tax Opinion" ” in Section 1.01 to have been delivered to the Trustee.
(b) . After any Premium Option Date, Premium Option Receivable Collections (calculated using the Premium Percentage specified on such Premium Option Date) shall be treated as Collections of Principal Receivables. [END OF ARTICLE II].
Appears in 3 contracts
Samples: Pooling and Servicing Agreement, Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC), Pooling and Servicing Agreement (American Express Credit Account Master Trust)
Premium Option. (a) The Transferors Transferor shall have the option to designate at any time and from time to time a percentage or percentages, which may be a fixed percentage or a variable percentage based on a formula (the "Premium Percentage"), of all or any specified portion of Finance Charge Receivables created on and after the Premium Option Date to be treated as Principal Receivables ("Premium Option Receivables"). The Transferors Transferor shall also have the option of increasing, reducing or withdrawing the Premium Percentage, at any time and from time to time, on and after such Premium Option Date; provided, however, that such reduction or withdrawal may occur only if the Transferor delivers to the Trustee and, in connection with certain Series, the applicable Series Enhancers, a certificate of an authorized representative to the effect that, in the reasonable belief of the Transferor, such reduction or withdrawal would not have adverse regulatory or other accounting implications for the Transferor. The Transferors Transferor shall provide to the Servicer, the Trustee and any Rating Agency 30 days' prior written notice of the Premium Option Date and any such designation or increase, reduction or withdrawalDate, and such designation, increase, reduction or withdrawal designation shall become effective on the Premium Option Date specified therefor upon satisfaction of only if (a) the following conditions:
(i) each Transferor shall have has delivered to the Trustee and any such Series Enhancer entitled thereto (if any) a certificate of an Officer's Certificate of such Transferor certifying authorized representative to the effect that, based upon on the facts known to such Transferor representative at such the time, the Transferor reasonably believes that such designation, increase, reduction or withdrawal will not, not at the time of its occurrence, occurrence cause a Pay-Pay Out Event or a Reinvestment Event, Event or an event that, with notice or the lapse of time or both, would constitute a Pay-Pay Out Event or a Reinvestment Event, to occur with respect to any Series;
, (iib) the Transferor has received written notice from each Rating Agency that such designation, reduction or withdrawal will satisfy the Rating Agency Condition shall have been satisfied with respect to such designation, increase, reduction or withdrawal; and
and (iiic) only in connection with the designation or any increase of the Premium Percentage, the Transferors shall have caused an Transferor has delivered a Tax Opinion of Counsel to the effect described in clause (a) of the definition of "Tax Opinion" in Section 1.01 to have been delivered to the Trustee.
Trustee and each Rating Agency (b) After any the Premium Option Date, Premium Option Receivable Receivables Collections (calculated using the Premium Percentage specified on such Premium Option Date) shall be treated as Collections of Principal Receivables. [END OF ARTICLE II]
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Partners First Receivables Funding Corp)
Premium Option. (a) The Transferors Transferor shall have the option to designate at any time and from time to time a percentage or percentages, which may be a fixed percentage or a variable percentage based on a formula (the "Premium Percentage"), of all or any specified portion of Finance Charge Receivables created on and after the Premium Option Date to be treated as Principal Receivables ("Premium Option Receivables"). The Transferors Transferor shall also have the option of increasing, reducing or withdrawing the Premium Percentage, at any time and from time to time, on and after such Premium Option Date; provided, however, that such reduction or withdrawal may occur only if the Transferor delivers to the Trustee and, in connection with certain Series, the applicable Series Enhancers, a certificate of an authorized representative to the effect that, in the reasonable belief of the Transferor, such reduction or withdrawal would not have adverse regulatory or other accounting implications for the Transferor. The Transferors Transferor shall provide to the Servicer, the Trustee and any Rating Agency 30 days' prior written notice of the Premium Option Date and any such designation or increase, reduction or withdrawalDate, and such designation, increase, reduction or withdrawal designation shall become effective on the Premium Option Date specified therefor upon satisfaction of only if (a) the following conditions:
(i) each Transferor shall have has delivered to the Trustee and any such Series Enhancer entitled thereto (if any) a certificate of an Officer's Certificate of such Transferor certifying authorized representative to the effect that, based upon on the facts known to such Transferor representative at such the time, the Transferor reasonably believes that such designation, increase, reduction or withdrawal will not, not at the time of its occurrence, occurrence cause a Pay-Pay Out Event or a Reinvestment Event, Event or an event that, with notice or the lapse of time or both, would constitute a Pay-Pay Out Event or a Reinvestment Event, to occur with respect to any Series;
, (iib) the Transferor has received written notice from the Rating Agency that such designation, reduction or withdrawal will satisfy the Rating Agency Condition shall have been satisfied with respect to such designation, increase, reduction or withdrawal; and
and (iiic) only in connection with the designation or any increase of the Premium Percentage, the Transferors shall have caused an Transferor has delivered a Tax Opinion of Counsel to the effect described in clause (a) of Trustee and the definition of "Tax Opinion" in Section 1.01 to have been delivered to the Trustee.
Rating Agency (b) After any the Premium Option Date, Premium Option Receivable Receivables Collections (calculated using the Premium Percentage specified on such Premium Option Date) shall be treated as Collections of Principal Receivables. [END OF ARTICLE II].
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Partners First Receivables Funding Corp)
Premium Option. (a) The Transferors Transferor shall have the option to designate at any time and from time to time a percentage or percentages, which may be a fixed percentage or a variable percentage based on a formula (the "Premium Percentage"), of all or any specified portion of Finance Charge Receivables created on and after the Premium Option Date to be treated as Principal Receivables ("Premium Option Receivables"). The Transferors Transferor shall also have the option of increasing, reducing or withdrawing the Premium Percentage, at any time and from time to time, on and after such Premium Option Date; provided, however, that such reduction or -------- ------- withdrawal may occur only if the Transferor delivers to the Trustee and, in connection with certain Series, the applicable Series Enhancers, a certificate of an authorized representative to the effect that, in the reasonable belief of the Transferor, such reduction or withdrawal would not have adverse regulatory or other accounting implications for the Transferor. The Transferors Transferor shall provide to the Servicer, the Trustee and any Rating Agency 30 days' prior written notice of the Premium Option Date and any such designation or increase, reduction or withdrawalDate, and such designation, increase, reduction or withdrawal designation shall become effective on the Premium Option Date specified therefor upon satisfaction of only if (a) the following conditions:
(i) each Transferor shall have has delivered to the Trustee and any such Series Enhancer entitled thereto (if any) a certificate of an Officer's Certificate of such Transferor certifying authorized representative to the effect that, based upon on the facts known to such Transferor representative at such the time, the Transferor reasonably believes that such designation, increase, reduction or withdrawal will not, not at the time of its occurrence, occurrence cause a Pay-Pay Out Event or a Reinvestment Event, Event or an event that, with notice or the lapse of time or both, would constitute a Pay-Pay Out Event or a Reinvestment Event, to occur with respect to any Series;
, (iib) the Transferor has received written notice from the Rating Agency that such designation, reduction or withdrawal will satisfy the Rating Agency Condition shall have been satisfied with respect to such designation, increase, reduction or withdrawal; and
and (iiic) only in connection with the designation or any increase of the Premium Percentage, the Transferors shall have caused an Transferor has delivered a Tax Opinion of Counsel to the effect described in clause (a) of Trustee and the definition of "Tax Opinion" in Section 1.01 to have been delivered to the Trustee.Rating Agency
(b) After any the Premium Option Date, Premium Option Receivable Receivables Collections (calculated using the Premium Percentage specified on such Premium Option Date) shall be treated as Collections of Principal Receivables. [END OF ARTICLE II]
Appears in 1 contract
Samples: Pooling and Servicing Agreement (First National Bank of Atlanta)
Premium Option. (a) The Transferors Transferor shall have the option to designate at any time and from time to time a percentage or percentages, which may be a fixed percentage or a variable percentage based on a formula (the "Premium Percentage"), of all or any specified portion of Finance Charge Receivables created on and after the Premium Option Date to be treated as Principal Receivables ("Premium Option Receivables"). The Transferors Transferor shall also have the option of increasing, reducing or withdrawing the Premium Percentage, at any time and from time to time, on and after such Premium Option Date; provided, however, that such reduction or withdrawal may occur only if the Transferor delivers to the Trustee and, in connection with certain Series, the applicable Series Enhancers, a certificate of an authorized representative to the effect that, in the reasonable belief of the Transferor, such reduction or withdrawal would not have adverse regulatory or other accounting implications for the Transferor. The Transferors Transferor shall provide to the Servicer, the Trustee and any Rating Agency 30 days' prior written notice of the Premium Option Date and any such designation or increase, reduction or withdrawalDate, and such designation, increase, reduction or withdrawal designation shall become effective on the Premium Option Date specified therefor upon satisfaction of only if (a) the following conditions:
(i) each Transferor shall have has delivered to the Trustee and any such Series Enhancer entitled thereto (if any) a certificate of an Officer's Certificate of such Transferor certifying authorized representative to the effect that, based upon on the facts known to such Transferor representative at such the time, the Transferor reasonably believes that such designation, increase, reduction or withdrawal will not, not at the time of its occurrence, occurrence cause a Pay-Pay Out Event or a Reinvestment Event, Event or an event that, with notice or the lapse of time or both, would constitute a Pay-Pay Out Event or a Reinvestment Event, to occur with respect to any Series;
, (iib) the Transferor has received written notice from the Rating Agency that such designation, reduction or withdrawal will satisfy the Rating Agency Condition shall have been satisfied with respect to such designation, increase, reduction or withdrawal; and
and (iiic) only in connection with the designation or any increase of the Premium Percentage, the Transferors shall have caused an Transferor has delivered a Tax Opinion of Counsel to the effect described in clause (a) of Trustee and the definition of "Tax Opinion" in Section 1.01 to have been delivered to the Trustee.
Rating Agency (b) After any the Premium Option Date, Premium Option Receivable Receivables Collections (calculated using the Premium Percentage specified on such Premium Option Date) shall be treated as Collections of Principal Receivables. [END OF ARTICLE II]
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Partners First Receivables Funding Corp)
Premium Option. (a) The Transferors Transferor shall have the option to designate at any time and from time to time a percentage or percentages, which may be a fixed percentage or a variable percentage based on a formula (the "Premium Percentage"), of all or any specified portion of Finance Charge Receivables created on and after the Premium Option Date to be treated as Principal Receivables ("Premium Option Receivables"). The Transferors Transferor shall also have the option of increasing, reducing or withdrawing the Premium Percentage, at any time and from time to time, on and after such Premium Option Date; provided, however, that such reduction or withdrawal may occur only if the Transferor delivers to the Trustee and, in connection with certain Series, the applicable Series Enhancers, a certificate of an authorized representative to the effect that, in the reasonable belief of the Transferor, such reduction or withdrawal would not have adverse regulatory or other accounting implications for the Transferor. The Transferors Transferor shall provide to the Servicer, the Trustee and any Rating Agency 30 days' prior written notice of the Premium Option Date and any such designation or increase, reduction or withdrawalDate, and such designation, increase, reduction or withdrawal designation shall become effective on the Premium Option Date specified therefor upon satisfaction of only if (a) the following conditions:
(i) each Transferor shall have has delivered to the Trustee and any such Series Enhancer entitled thereto (if any) a certificate of an Officer's Certificate of such Transferor certifying authorized representative to the effect that, based upon on the facts known to such Transferor representative at such the time, the Transferor reasonably believes that such designation, increase, reduction or withdrawal will not, not at the time of its occurrence, occurrence cause a Pay-Pay Out Event or a Reinvestment Event, Event or an event that, with notice or the lapse of time or both, would constitute a Pay-Pay Out Event or a Reinvestment Event, to occur with respect to any Series;
, (iib) the Transferor has received written notice from the Rating Agency that such designation, reduction or withdrawal will satisfy the Rating Agency Condition shall have been satisfied with respect to such designation, increase, reduction or withdrawal; and
and (iiic) only in connection with the designation or any increase of the Premium Percentage, the Transferors shall have caused an Transferor has delivered a Tax Opinion of Counsel to the effect described in clause (a) of Trustee and the definition of "Tax Opinion" in Section 1.01 to have been delivered to the Trustee.Rating Agency
(b) After any the Premium Option Date, Premium Option Receivable Receivables Collections (calculated using the Premium Percentage specified on such Premium Option Date) shall be treated as Collections of Principal Receivables. [END OF ARTICLE II].
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Partners First Credit Card Master Trust)
Premium Option. (a) The Transferors Transferor shall have the option to designate at any time and from time to time a percentage or percentages, which may be a fixed percentage or a variable percentage based on a formula (the "Premium Percentage"), of all or any specified portion of Finance Charge Receivables created on and after the Premium Option Date to be treated as Principal Receivables ("Premium Option Receivables"). The Transferors Transferor shall also have the option of increasing, reducing or withdrawing the Premium Percentage, at any time and from time to time, on and after such Premium Option Date; provided, however, that such reduction or withdrawal may occur only if the Transferor delivers to the Trustee and, in connection with certain Series, the applicable Series Enhancers, a certificate of an authorized representative to the effect that, in the reasonable belief of the Transferor, such reduction or withdrawal would not have adverse regulatory or other accounting implications for the Transferor. The Transferors Transferor shall provide to the Servicer, the Trustee and any Rating Agency 30 days' prior written notice of the Premium Option Date and any such designation or increase, reduction or withdrawalDate, and such designation, increase, reduction or withdrawal designation shall become effective on the Premium Option Date specified therefor upon satisfaction of only if (a) the following conditions:
(i) each Transferor shall have has delivered to the Trustee and any such Series Enhancer entitled thereto (if any) a certificate of an Officer's Certificate of such Transferor certifying authorized representative to the effect that, based upon on the facts known to such Transferor representative at such the time, the Transferor reasonably believes that such designation, increase, reduction or withdrawal will not, not at the time of its occurrence, occurrence cause a Pay-Pay Out Event or a Reinvestment Event, Event or an event that, with notice or the lapse of time or both, would constitute a Pay-Pay Out Event or a Reinvestment Event, to occur with respect to any Series;
Series and (iib) the Transferor has received written notice from each Rating Agency that such designation, reduction or withdrawal will satisfy the Rating Agency Condition shall have been satisfied with respect to such designation, increase, reduction or withdrawal; and
(iii) only in connection with the designation or any increase of the Premium Percentage, the Transferors shall have caused an Opinion of Counsel to the effect described in clause (a) of the definition of "Tax Opinion" in Section 1.01 to have been delivered to the TrusteeCondition.
(b) After any the Premium Option Date, Premium Option Receivable Receivables Collections (calculated using the Premium Percentage specified on such Premium Option Date) shall be treated as Collections of Principal Receivables. [END OF ARTICLE II]
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Credit Card Receivables Funding Corp)
