Procedure for Contributions. (a) A Contribution shall only be permitted by the Receivables Trustee with the prior written consent of each existing Beneficiary in accordance with Clause 5.5(c) (Supplements), provided that no such consent shall be required in respect of a VFN Contribution. (b) On any date on which a Contribution occurs (each a "Contribution Date"), the Contribution will be evidenced by annotation of the Trust Register to record the same in accordance with Clause 5.3(b) (Contributions and Additional Beneficiaries), provided that the Receivables Trustee shall not cause the Trust Register to be so annotated unless it has received the following: (i) a Supplement satisfying the criteria set out in Clause 5.5 (Supplements) executed by each of the parties thereto (including the Transferor Beneficiary, all Investor Beneficiaries and the Receivables Trustee) and specifying the Principal Terms of the beneficial entitlement of the relevant Investor Beneficiary to Trust Property in respect of the Investor Interest being created by the Contribution and the supplements, amendments and variations to this Deed as a consequence thereof; (ii) any funds or assets forming part of the applicable Enhancement, if any; (iii) the agreement, if any, pursuant to which the Enhancement Provider agrees to provide its Enhancement, if any; (iv) a Solvency Certificate from the Transferor; (v) written confirmation from each relevant Rating Agency that the Contribution will not result in such Rating Agency reducing or withdrawing its then current rating on any outstanding Rated Debt (which confirmation shall be deemed to have been given by any Rating Agency which issues a rating of any Rated Debt issued to fund the new Contribution); and (vi) written confirmation from each Additional Beneficiary and Enhancement Provider, if any, that either (A) such Additional Beneficiary or Enhancement Provider is resident for United Kingdom Tax purposes in the United Kingdom or (B) such Additional Beneficiary or Enhancement Provider is a bank as defined for the purposes of Section 879 of the Income Tax ▇▇▇ ▇▇▇▇, and, in each case, such Additional Beneficiary or Enhancement Provider will be within the charge to United Kingdom corporation tax as respects all amounts regarded as interest for United Kingdom Tax purposes received by it in respect of its Contribution or Enhancement (as appropriate),
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Procedure for Contributions. (a) A Contribution shall may only be permitted by the Receivables Trustee with the prior written consent of each existing Beneficiary in accordance with Clause 5.5(c) (Supplements), provided that no such consent shall to be required set out in respect the related Trust Supplement and to be evidenced by the execution of a VFN Contributionthe relevant Trust Supplement by each such Beneficiary).
(b) On any date on which a Contribution occurs (each a "Contribution Date"), the Contribution will only be evidenced by annotation effective upon:
(i) if the Person making the Contribution is not an existing Investor Beneficiary, the Receivables Trustee authenticating and delivering the appropriate Investor Certificate to that Person, and the Receivables Trustee causing the beneficial entitlement of that Person in the Trust Property to be recorded in the Trust Property Register; and
(ii) if the Person making the Contribution is an existing Investor Beneficiary, the Receivables Trustee causing the Trust Property Register to be updated to record the same in accordance with Clause 5.3(badditional Contribution to be made by that Investor Beneficiary.
(c) (Contributions and Additional Beneficiaries), provided that the The Receivables Trustee shall not cause authenticate and deliver an Investor Certificate and/or update the Trust Property Register to be so annotated as set out in paragraphs (a) and (b) above unless it has received the following:
(i) unless such Contribution is made pursuant to the terms of an existing Trust Supplement, a Trust Supplement satisfying the criteria set out in Clause 5.5 4.6 (Trust Supplements) executed by each of the parties thereto (including the Transferor Beneficiary, all Investor Beneficiaries Beneficiaries, and the Receivables Trustee) and specifying the Principal Terms of the beneficial entitlement of the relevant Investor Beneficiary to Trust Property in respect of the Investor Interest being created by the Contribution and the supplements, amendments and variations to this Deed as a consequence thereof;
(ii) any funds or assets forming part of the applicable Enhancement, if any;
(iii) the agreement, if any, pursuant to which the Enhancement Provider agrees to provide its Enhancement, if any;
(iv) a Solvency Certificate from the Transferor;
(v) written confirmation from each relevant Rating Agency the Servicer that in its opinion, formed on the basis of due consideration, the Contribution will not result in such any relevant Rating Agency reducing or withdrawing its then current rating on any outstanding Rated Debt (which confirmation shall be deemed to have been given by any Rating Agency which issues a rating of any Rated Debt issued to fund the new Contribution)Associated Debt; and
(viv) written confirmation from each Additional Beneficiary and Enhancement Provider, if any, any legal opinions which it may require in relation to the creation of that either (A) such Additional Beneficiary new Trust Series or Enhancement Provider is resident for United Kingdom Tax purposes increase in the United Kingdom or (B) such Additional Beneficiary or Enhancement Provider is a bank as defined for the purposes of Section 879 of the Income Tax ▇▇▇ ▇▇▇▇, and, in each case, such Additional Beneficiary or Enhancement Provider will be within the charge to United Kingdom corporation tax as respects all amounts regarded as interest for United Kingdom Tax purposes received by it in respect of its Contribution or Enhancement (as appropriate),any existing Trust Series.
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Procedure for Contributions. (a) A Contribution shall may only be permitted by the Receivables Trustee with the prior written consent of each existing Beneficiary in accordance with Clause 5.5(c) (Supplements), provided that no such consent shall to be required set out in respect the related Supplement and to be evidenced by the execution of a VFN Contributionthe relevant Supplement by each such Beneficiary).
(b) On any date on which a Contribution occurs (each a "Contribution Date"), the Contribution will only be evidenced by annotation of effective upon the Receivables Trustee signing and delivering (or reissuing, as applicable) the appropriate Investor Certificate to the relevant Investor Beneficiary (or to the Security Trustee if such certificate was immediately prior to such Contribution utilised as security pursuant to the Security Trust Register to record the same in accordance with Clause 5.3(bDeed) (Contributions and Additional Beneficiaries), provided that the Receivables Trustee shall not cause the Trust Register to be so annotated sign and deliver (or annotate) such Investor Certificate unless it has received the following:
(i) a Supplement satisfying the criteria set out in Clause 5.5 (Supplements) 4.6 executed by each of the parties thereto (including the Transferor Beneficiary, all each Investor Beneficiaries Beneficiary, and the Receivables Trustee) and specifying the Principal Terms of the beneficial entitlement of the relevant Investor Beneficiary to Trust Property in respect of the Investor Interest being created by the Contribution and the supplements, amendments and variations to this Deed as a consequence thereof;
(ii) any funds or assets forming part of the applicable Enhancement, if any;
(iii) the agreement, if any, pursuant to which the Enhancement Provider agrees to provide its Enhancement, if any;
(iv) a Solvency Certificate from the Transferor;
(v) written confirmation from each relevant Rating Agency that the Contribution will not result in such Rating Agency reducing or withdrawing its then current rating on any outstanding Rated Debt (which confirmation shall be deemed to have been given by any Rating Agency which issues a rating of any Rated Debt issued to fund the new Contribution); andAssociated Debt;
(vi) written confirmation from each Additional the relevant Investor Beneficiary and Enhancement Provider, if any, that that:
(1) either (A) such Additional each of the Investor Beneficiary or and Enhancement Provider (if any) is resident outside the United Kingdom for United Kingdom Tax purposes in the United Kingdom tax purposes, or (B) such Additional Investor Beneficiary or and Enhancement Provider is has received a bank as defined for legal opinion from solicitors in the purposes of Section 879 United Kingdom that, under then current United Kingdom law, payments in respect of the Income Tax ▇▇▇ ▇▇▇▇, and, in each case, such Additional Beneficiary or Enhancement Provider Investor Certificate will not be within the charge subject to United Kingdom corporation tax withholding tax; and
(2) such Investor Beneficiary and Enhancement Provider belong outside the member states of the European Union for VAT purposes;
(vii) if the Investor Beneficiary making the Contribution has an existing Investor Certificate, that Investor Certificate for reissue.
(c) Upon satisfaction of the requirements of Clause 4.5(b), the Receivables Trustee shall (1) issue or, as respects all amounts regarded the case may be, reissue the relevant Investor Certificate and provide to the relevant Investor Beneficiary (or to the Security Trustee if such Investor Certificate was immediately prior to such Contribution utilised as interest for United Kingdom Tax purposes received by it in respect security pursuant to the Security Trust Deed) a new or reissued Investor Certificate, and (2) annotate the Trust Register to record the making of its Contribution or Enhancement (as appropriate),the relevant Contribution.
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Procedure for Contributions. (a) A Contribution shall may only be permitted by the Receivables Trustee with the prior written consent of each existing Beneficiary in accordance with Clause 5.5(c) (Supplements), provided that no such consent shall to be required set out in respect the related Supplement and to be evidenced by the execution of a VFN Contributionthe relevant Supplement by each such Beneficiary).
(b) On any date on which a Contribution occurs (each a "Contribution DateCONTRIBUTION DATE"), the Contribution will only be evidenced by annotation of effective upon the Receivables Trustee signing and delivering (or reissuing, as applicable) the appropriate Investor Certificate to the relevant Investor Beneficiary (or to the Security Trustee if such certificate was immediately prior to such Contribution utilised as security pursuant to the Security Trust Register to record the same in accordance with Clause 5.3(bDeed) (Contributions and Additional Beneficiaries), provided that the Receivables Trustee shall not cause the Trust Register to be so annotated sign and deliver (or annotate) such Investor Certificate unless it has received the following:
(i) a Supplement satisfying the criteria set out in Clause 5.5 (Supplements) 4.6 executed by each of the parties thereto (including the Transferor Beneficiary, all the Investor Beneficiaries Beneficiary, and the Receivables Trustee) and specifying the Principal Terms of the beneficial entitlement of the relevant Investor Beneficiary to Trust Property in respect of the Investor Interest being created by the Contribution and the supplements, amendments and variations to this Deed as a consequence thereof;
(ii) any funds or assets forming part of the applicable Enhancement, if any;
(iii) the agreement, if any, pursuant to which the Enhancement Provider agrees to provide its Enhancement, if any;
(iv) a Solvency Certificate from the Transferor;
(v) written confirmation from each relevant Rating Agency that the Contribution will not result in such Rating Agency reducing or withdrawing its then current rating on any outstanding Rated Debt (which confirmation shall be deemed to have been given by any Rating Agency which issues a rating of any Rated Debt issued to fund the new Contribution); andAssociated Debt;
(vi) written confirmation from each Additional the relevant Investor Beneficiary and Enhancement Provider, if any, that that:
(1) either (A) such Additional each of the Investor Beneficiary or and Enhancement Provider (if any) is resident outside the United Kingdom for United Kingdom Tax purposes in the United Kingdom tax purposes, or (B) such Additional Investor Beneficiary and Enhancement Provider has received a legal opinion from solicitors in the United Kingdom that, under then current United Kingdom law, payments in respect of the Investor Certificate will not be subject to United Kingdom withholding tax; and
(2) such Investor Beneficiary and Enhancement Provider belong outside the member states of the European Union for VAT purposes; PROVIDED THAT, in the case of any Disposal or Encumbrance described in Clause 4.3(a)(iii) which has been made for the purpose of any security assignment or security interest granted by such Investor Beneficiary or Enhancement Provider is a bank (as defined applicable) the person to whom such security has been granted may be resident in the United Kingdom;
(vii) the existing Transferor Certificate, if any, and if the Investor Beneficiary making the Contribution has an existing Investor Certificate, that Investor Certificate for reissue; and
(viii) an officer's certificate provided by the purposes Transferor certifying that:
(1) that:
(i) each Class of Section 879 Related Debt issued as part of the Income Tax ▇▇▇ ▇▇▇▇, and, Acquisition and described in the related RTDSA Supplement will be the subject of a legal opinion prepared by US tax counsel with respect to tax treatment of that debt in the United States;
(ii) each case, such Additional Investor Beneficiary or - other than any Enhancement Provider - will have associated with it, either directly or indirectly, one or more Class of Related Debt; and
(iii) the Credit Enhancement for that Series will be within provided by any combination of subordination, a letter of credit, a cash collateral loan, a surety bond, an insurance policy, financial guarantee or a spread or Reserve Account funded from excess Finance Charge Collections ultimately being paid to the charge Transferor by the Receivables Trustee as additional consideration to United Kingdom corporation tax the extent not utilised as respects all amounts regarded Credit Enhancement, but through no other means; or
(2) that it has determined that, based on legal advice, the Acquisition is in the best interests of the Transferor Beneficiary.
(c) Upon satisfaction of the requirements of Clause 4.5(b), the Receivables Trustee shall (1) issue or, as interest for United Kingdom Tax purposes received by it in respect the case may be, reissue the relevant Investor Certificate and provide to the relevant Investor Beneficiary (or to the Security Trustee if such Investor Certificate was immediately prior to such Contribution utilised as security pursuant to the Security Trust Deed) a new or reissued Investor Certificate, and (2) annotate the Trust Register to record the making of its Contribution or Enhancement (as appropriate),the relevant Contribution.
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Sources: Receivables Trust Deed and Servicing Agreement (Turquoise Receivables Trustee LTD)