Purposes and Powers; Trust To Operate as a Limited Purpose Entity. (a) The purpose of the Note Issuance Trust is to engage solely in a program of receiving transfers of assets comprising the Trust Estate, owning the Trust Estate, issuing Notes under the Indenture and related activities. Without limiting the generality of the foregoing, the Note Issuance Trust may and shall have the power and authority to: (i) accept transfers of any assets comprising all or a portion of the Trust Estate and hold the Trust Estate; (ii) from time to time, in connection with its issuance of Notes, to enter into the Indenture, any Indenture Supplement thereto, and any Terms Document thereto, and to grant a security interest in the Trust Estate and grant a security interest in collateral accounts, collections accounts, funding accounts, reserve accounts, payment accounts and other trust accounts established under the Indenture, in each case consistent with the direction of the Beneficiary; (iii) from time to time authorize and approve the issuance of, and issue, Series, Classes or Tranches of Notes pursuant to the Indenture without limitation to aggregate amounts, the terms of which shall be determined by the Beneficiary, together with any registration statements, underwriting or similar agreements, prospectuses, offering memoranda or other documents necessary to permit the offering and sale of such notes on terms and conditions approved by the Beneficiary or the qualification of the Indenture under applicable law; (iv) from time to time receive payments and proceeds with respect to the Trust Estate and the Indenture and either invest or distribute those payments and proceeds, in each case as required by the terms of this Agreement and the Indenture; (v) from time to time make deposits to and withdrawals from collateral accounts, collections accounts, funding accounts, reserve accounts, payment accounts and other trust accounts established under the Indenture; (vi) from time to time make and receive payments pursuant to derivative agreements, supplemental credit enhancement agreements and supplemental liquidity agreements; (vii) from time to time make payments on the Notes; (viii) from time to time accept transfers of additional collateral to be included in the Trust Estate; (ix) from time to time perform such obligations and exercise and enforce such rights and pursue such remedies as may be appropriate by virtue of the Note Issuance Trust being party to any of the agreements contemplated in clauses (i) through (viii) above; (x) execute, deliver and perform the Transaction Documents and all other documents, certificates and agreements necessary or incidental in connection therewith (including, without limitation, the documents listed in Section 2.03(b)); (xi) issue the Trust Certificate to the Beneficiary in accordance with Section 10.01; and (xii) subject to compliance with the Transaction Documents, engage in such other related activities as may be required or convenient in connection with conservation of the Trust Estate and the making of payments to the Noteholders and distributions to the Beneficiary. In connection with any of the foregoing, the Note Issuance Trust may (x) execute and deliver, and/or accept, such instruments, agreements, certificates, UCC financing statements and other documents, and create such security interests, as may be necessary or desirable in connection therewith, and (y) subject to the terms of this Agreement, take such other action as may be necessary or incidental to the foregoing. (b) The Note Issuance Trust, and each of the Beneficiary, on behalf of the Note Issuance Trust, and the Owner Trustee, on behalf of the Note Issuance Trust, are hereby authorized and shall have the power to execute and deliver from time to time loan agreements, underwriting agreements, terms agreements, selling agent agreements, purchase agreements, private placement agreements, dealer agreements, issuing and paying agency agreements, swap and other derivative agreements, including performance agreements, indentures, indenture supplements, liquidity facilities, terms documents, notes, security agreements, and other agreements and instruments as are consistent with the purposes of the Note Issuance Trust. Without limiting the generality of the foregoing, the Note Issuance Trust, and each of the Beneficiary, on behalf of the Note Issuance Trust, and the Owner Trustee, on behalf of the Note Issuance Trust, are specifically authorized to execute and deliver without any further act, vote or approval, and notwithstanding any other provision of this Agreement, the Delaware Statutory Trust Act or other applicable law, rule or regulation, agreements, documents or securities relating to the purposes of the Note Issuance Trust including: (i) the Transaction Documents and each Issuer Certificate; (ii) the Notes; (iii) each interest rate, basis or currency swap, cap, collar, guaranteed investment contract or other derivative agreement, including agreements related thereto, between the Note Issuance Trust and a counterparty to manage interest rate or currency risk relating to the Notes; (iv) the Trust Certificate; (v) any documents relating to listing securities on the Luxembourg Stock Exchange, the Irish Stock Exchange or another applicable exchange; and (vi) any other document necessary or desirable in connection with the fulfillment of the purposes of the Note Issuance Trust described in, and pursuant to, Section 2.03(a). The authorization set forth in the preceding sentence will not be deemed a restriction on the power and authority of the Beneficiary, on behalf of the Note Issuance Trust, and the Owner Trustee, on behalf of the Note Issuance Trust, to execute and deliver other agreements, documents, instruments and securities or to take other actions on behalf of the Note Issuance Trust in connection with the fulfillment of the purposes of the Note Issuance Trust described in, and pursuant to, Section 2.03(a). (c) Each of the Beneficiary, on behalf of the Note Issuance Trust, and the Owner Trustee, at the written direction of the Beneficiary and on behalf of the Note Issuance Trust, is hereby authorized and shall have the power to execute and file any Periodic Filings on behalf of the Note Issuance Trust. (d) Each of the Owner Trustee and the Beneficiary, on behalf of the Note Issuance Trust, is authorized to appoint calculation agents, notification agents and other agents (which may be the Beneficiary, the Owner Trustee, the Indenture Trustee or any affiliate thereof) to notify any Master Trust servicer or trustee of issuances of Notes, increases in any collateral certificate, and amounts due under or to be reallocated from or to the Notes, and to make any other determinations with respect to the application of funds under any indenture. (e) Each of the Owner Trustee and the Beneficiary will at all times maintain any books, records and accounts of the Note Issuance Trust separate and apart from those of any other Person, and each of the Beneficiary and the Owner Trustee will cause the Note Issuance Trust to hold itself out as being a Person separate and apart from any other Person. (f) The Note Issuance Trust will not engage in any business or own any assets unrelated to the purposes of the Note Issuance Trust.
Appears in 5 contracts
Samples: Trust Agreement (Discover Card Master Trust I), Trust Agreement (Discover Card Master Trust I), Trust Agreement (Discover Bank)
Purposes and Powers; Trust To Operate as a Limited Purpose Entity. (a) The purpose of the Note Issuance Trust is to engage solely in a program of receiving transfers of assets comprising the Trust Estate, owning the Trust Estate, issuing Notes under the Indenture and related activities. Without limiting the generality of the foregoing, the Note Issuance Trust may and shall have the power and authority to:
(i) accept transfers of any assets comprising all or a portion of the Trust Estate and hold the Trust Estate;
(ii) from time to time, in connection with its issuance of Notes, to enter into the Indenture, any Indenture Supplement thereto, and any Terms Document thereto, and to grant a security interest in the Trust Estate and grant a security interest in collateral accounts, collections accounts, funding accounts, reserve accounts, payment accounts and other trust accounts established under the Indenture, in each case consistent with the direction of the Beneficiary;
(iii) from time to time authorize and approve the issuance of, and issue, Series, Classes or Tranches of Notes pursuant to the Indenture without limitation to aggregate amounts, the terms of which shall be determined by the Beneficiary, together with any registration statements, underwriting or similar agreements, prospectuses, offering memoranda or other documents necessary to permit the offering and sale of such notes on terms and conditions approved by the Beneficiary or the qualification of the Indenture under applicable law;
(iv) from time to time receive payments and proceeds with respect to the Trust Estate and the Indenture and either invest or distribute those payments and proceeds, in each case as required by the terms of this Agreement and the Indenture;
(v) from time to time make deposits to and withdrawals from collateral accounts, collections accounts, funding accounts, reserve accounts, payment accounts and other trust accounts established under the Indenture;
(vi) from time to time make and receive payments pursuant to derivative agreements, supplemental credit enhancement agreements and supplemental liquidity agreements;
(vii) from time to time make payments on the Notes;
(viii) from time to time accept transfers of additional collateral to be included in the Trust Estate;
(ix) from time to time perform such obligations and exercise and enforce such rights and pursue such remedies as may be appropriate by virtue of the Note Issuance Trust being party to any of the agreements contemplated in clauses (i) through (viii) above;
(x) execute, deliver and perform the Transaction Documents and all other documents, certificates and agreements necessary or incidental in connection therewith (including, without limitation, the documents listed in Section 2.03(b));
(xi) issue the Trust Certificate to the Beneficiary in accordance with Section 10.01; andSection
(xii) subject to compliance with the Transaction Documents, engage in such other related activities as may be required or convenient in connection with conservation of the Trust Estate and the making of payments to the Noteholders and distributions to the Beneficiary. In connection with any of the foregoing, the Note Issuance Trust may (x) execute and deliver, and/or accept, such instruments, agreements, certificates, UCC financing statements and other documents, and create such security interests, as may be necessary or desirable in connection therewith, and (y) subject to the terms of this Agreement, take such other action as may be necessary or incidental to the foregoing.
(b) The Note Issuance Trust, and each of the Beneficiary, on behalf of the Note Issuance Trust, and the Owner Trustee, on behalf of the Note Issuance Trust, are hereby authorized and shall have the power to execute and deliver from time to time loan agreements, underwriting agreements, terms agreements, selling agent agreements, purchase agreements, private placement agreements, dealer agreements, issuing and paying agency agreements, swap and other derivative agreements, including performance agreements, indentures, indenture supplements, liquidity facilities, terms documents, notes, security agreements, and other agreements and instruments as are consistent with the purposes of the Note Issuance Trust. Without limiting the generality of the foregoing, the Note Issuance Trust, and each of the Beneficiary, on behalf of the Note Issuance Trust, and the Owner Trustee, on behalf of the Note Issuance Trust, are specifically authorized to execute and deliver without any further act, vote or approval, and notwithstanding any other provision of this Agreement, the Delaware Statutory Trust Act or other applicable law, rule or regulation, agreements, documents or securities relating to the purposes of the Note Issuance Trust including:
(i) the Transaction Documents and each Issuer Certificate;
(ii) the Notes;
(iii) each interest rate, basis or currency swap, cap, collar, guaranteed investment contract or other derivative agreement, including agreements related thereto, between the Note Issuance Trust and a counterparty to manage interest rate or currency risk relating to the Notes;
(iv) the Trust Certificate;
(v) any documents relating to listing securities on the Luxembourg Stock Exchange, the Irish Stock Exchange or another applicable exchange; and
(vi) any other document necessary or desirable in connection with the fulfillment of the purposes of the Note Issuance Trust described in, and pursuant to, Section 2.03(a). The authorization set forth in the preceding sentence will not be deemed a restriction on the power and authority of the Beneficiary, on behalf of the Note Issuance Trust, and the Owner Trustee, on behalf of the Note Issuance Trust, to execute and deliver other agreements, documents, instruments and securities or to take other actions on behalf of the Note Issuance Trust in connection with the fulfillment of the purposes of the Note Issuance Trust described in, and pursuant to, Section 2.03(a).
(c) Each of the Beneficiary, on behalf of the Note Issuance Trust, and the Owner Trustee, at the written direction of the Beneficiary and on behalf of the Note Issuance Trust, is hereby authorized and shall have the power to execute and file any Periodic Filings on behalf of the Note Issuance Trust.
(d) Each of the Owner Trustee and the Beneficiary, on behalf of the Note Issuance Trust, is authorized to appoint calculation agents, notification agents and other agents (which may be the Beneficiary, the Owner Trustee, the Indenture Trustee or any affiliate thereof) to notify any Master Trust servicer or trustee of issuances of Notes, increases in any collateral certificate, and amounts due under or to be reallocated from or to the Notes, and to make any other determinations with respect to the application of funds under any indenture.
(e) Each of the Owner Trustee and the Beneficiary will at all times maintain any books, records and accounts of the Note Issuance Trust separate and apart from those of any other Person, and each of the Beneficiary and the Owner Trustee will cause the Note Issuance Trust to hold itself out as being a Person separate and apart from any other Person.
(f) The Note Issuance Trust will not engage in any business or own any assets unrelated to the purposes of the Note Issuance Trust.
Appears in 1 contract
Samples: Trust Agreement
Purposes and Powers; Trust To Operate as a Limited Purpose Entity. (a) The purpose of the Note Issuance Trust is to engage solely in a program of receiving transfers of assets comprising the Trust Estate, owning the Trust Estate, issuing Notes under the Indenture and related activities. Without limiting the generality of the foregoing, the Note Issuance Trust may and shall have the power and authority to:
(i) accept transfers of any assets comprising all or a portion of the Trust Estate and hold the Trust Estate;
(ii) from time to time, in connection with its issuance of Notes, to enter into the Indenture, any Indenture Supplement thereto, and any Terms Document thereto, and to grant a security interest in the Trust Estate and grant a security interest in collateral accounts, collections accounts, funding accounts, reserve accounts, payment accounts and other trust accounts established under the Indenture, in each case consistent with the direction of the Beneficiary;
(iii) from time to time authorize and approve the issuance of, and issue, Series, Classes or Tranches of Notes pursuant to the Indenture without limitation to aggregate amounts, the terms of which shall be determined by the Beneficiary, together with any registration statements, underwriting or similar agreements, prospectuses, offering memoranda or other documents necessary to permit the offering and sale of such notes on terms and conditions approved by the Beneficiary or the qualification of the Indenture under applicable law;
(iv) from time to time receive payments and proceeds with respect to the Trust Estate and the Indenture and either invest or distribute those payments and proceeds, in each case as required by the terms of this Agreement and the Indenture;
(v) from time to time make deposits to and withdrawals from collateral accounts, collections accounts, funding accounts, reserve accounts, payment accounts and other trust accounts established under the Indenture;
(vi) from time to time make and receive payments pursuant to derivative agreements, supplemental credit enhancement agreements and supplemental liquidity agreements;
(vii) from time to time make payments on the Notes;
(viii) from time to time accept transfers of additional collateral to be included in the Trust Estate;
(ix) from time to time perform such obligations and exercise and enforce such rights and pursue such remedies as may be appropriate by virtue of the Note Issuance Trust being party to any of the agreements contemplated in clauses (i) through (viii) above;
(x) execute, deliver and perform the Transaction Documents and all other documents, certificates and agreements necessary or incidental in connection therewith (including, without limitation, the documents listed in Section 2.03(b));
(xi) issue the Trust Certificate to the Beneficiary in accordance with Section 10.01; and
(xii) subject to compliance with the Transaction Documents, engage in such other related activities as may be required or convenient in connection with conservation of the Trust Estate and the making of payments to the Noteholders and distributions to the Beneficiary. In connection with any of the foregoing, the Note Issuance Trust may (x) execute and deliver, and/or accept, such instruments, agreements, certificates, UCC financing statements and other documents, and create such security interests, as may be necessary or desirable in connection therewith, and (y) subject to the terms of this Agreement, take such other action as may be necessary or incidental to the foregoing.
(b) The Note Issuance Trust, and each of the Beneficiary, on behalf of the Note Issuance Trust, and the Owner Trustee, on behalf of the Note Issuance Trust, are hereby authorized and shall have the power to execute and deliver from time to time loan agreements, underwriting agreements, terms agreements, selling agent agreements, purchase agreements, private placement agreements, dealer agreements, issuing and paying agency agreements, swap and other derivative agreements, including performance agreements, indentures, indenture supplements, liquidity facilities, terms documents, notes, security agreements, and other agreements and instruments as are consistent with the purposes of the Note Issuance Trust. Without limiting the generality of the foregoing, the Note Issuance Trust, and each of the Beneficiary, on behalf of the Note Issuance Trust, and the Owner Trustee, on behalf of the Note Issuance Trust, are specifically authorized to execute and deliver without any further act, vote or approval, and notwithstanding any other provision of this Agreement, the Delaware Statutory Trust Act or other applicable law, rule or regulation, agreements, documents or securities relating to the purposes of the Note Issuance Trust including:
(i) the Transaction Documents and each Issuer Certificate;
(ii) the Notes;
(iii) each interest rate, basis or currency swap, cap, collar, guaranteed investment contract or other derivative agreement, including agreements related thereto, between the Note Issuance Trust and a counterparty to manage interest rate or currency risk relating to the Notes;
(iv) the Trust Certificate;
(v) any documents relating to listing securities on the Luxembourg Stock Exchange, the Irish Stock Exchange or another applicable exchange; and
(vi) any other document necessary or desirable in connection with the fulfillment of the purposes of the Note Issuance Trust described in, and pursuant to, Section 2.03(a). The authorization set forth in the preceding sentence will not be deemed a restriction on the power and authority of the Beneficiary, on behalf of the Note Issuance Trust, Beneficiary and the Owner Trustee, on behalf of the Note Issuance Trust, to execute and deliver other agreements, documents, instruments and securities or to take other actions on behalf of the Note Issuance Trust in connection with the fulfillment of the purposes of the Note Issuance Trust described in, and pursuant to, Section 2.03(a).
(c) Each of the Beneficiary, on behalf of the Note Issuance Trust, and the Owner Trustee, at the written direction of the Beneficiary and on behalf of the Note Issuance Trust, is hereby authorized and shall have the power to execute and file any Periodic Filings on behalf of the Note Issuance Trust.
(d) Each of the Owner Trustee and the Beneficiary, on behalf of the Note Issuance Trust, Beneficiary is authorized to appoint calculation agents, notification agents and other agents (which may be the Beneficiary, the Owner Trustee, the Indenture Trustee or any affiliate thereof) to notify any Master Trust servicer or trustee of issuances of Notesnotes, increases in any collateral certificate, and amounts due under or to be reallocated from or to the Notes, and to make any other determinations with respect to the application of funds under any indenture.
(e) Each of the Owner Trustee and or the Beneficiary will at all times maintain any books, records and accounts of the Note Issuance Trust separate and apart from those of any other Person, and each of the Beneficiary and the Owner Trustee will cause the Note Issuance Trust to hold itself out as being a Person separate and apart from any other Person.
(f) The Note Issuance Trust will not engage in any business or own any assets unrelated to the purposes of the Note Issuance Trust.
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