Regulation AB Financial Disclosure. Party A acknowledges that for so long as there are reporting obligations with respect to any Transaction under this Agreement under Regulation AB, DaimlerChrysler Financial Services Americas LLC, as Depositor under the Indenture (the “Depositor”) is required under Regulation AB to disclose certain information set forth in Regulation AB regarding Party A or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” of this Agreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to time in accordance with Item 1115 of Regulation AB. If the Depositor determines, reasonably and in good faith, that the “significance percentage” of this Agreement has increased to 10%, then on any Business Day after the date of such determination the Depositor may request from Party A the information set forth in Item 1115(b) of Regulation AB (such request, a “Swap Financial Disclosure Request” and such requested information, subject to the last sentence of this paragraph, the “Swap Financial Disclosure”). Party A and Party B further agree that the Swap Financial Disclosure provided to meet the Swap Financial Disclosure Request will be the information set forth in Item 1115(b)(1) or Item 1115(b)(2) of Regulation AB, as applicable, and as specified by Party B. Upon the occurrence of a Swap Financial Disclosure Request, Party A, at its own expense, shall within 15 days after receipt of such Swap Financial Disclosure Request (i) provide the Depositor with the Swap Financial Disclosure, (ii) subject to satisfaction of the Rating Agency Condition and approval by Party B (which approval will not be unreasonably withheld), secure another entity to replace Party A as party to this Agreement on terms substantially similar to this Agreement which entity is able and will provide the Swap Financial Disclosure for such entity within the time period specified above or (iii) subject to satisfaction of the Rating Agency Condition and approval by Party B (which approval will not be unreasonably withheld), obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that is able to provide the Swap Financial Disclosure for such affiliate, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to Party A, and cause such affiliate to provide Swap Financial Disclosure within the time period specified above. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act.
Appears in 3 contracts
Samples: Isda Schedule (Daimlerchrysler Auto Trust 2008-A), Isda Schedule (DaimlerChrysler Auto Trust 2007-A), Isda Master Agreement (Daimlerchrysler Auto Trust 2008-B)
Regulation AB Financial Disclosure. Party A acknowledges that for so long as there are reporting obligations with respect to any Transaction under this Agreement under Regulation AB, DaimlerChrysler Financial Services Americas LLC, as the Depositor under the Indenture (the “Depositor”) is required under Regulation AB to disclose certain information set forth in Regulation AB regarding Party A or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” of this Agreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to time in accordance with Item 1115 of Regulation AB. If the Depositor determines, reasonably and in good faith, that the “significance percentage” of this Agreement has increased to 109%, then on any Business Day after the date of such determination the Depositor may request from Party A the same information set forth in Item 1115(b) of Regulation AB that would have been required if the significance percentage had in fact increased to 10% (such request, a “Swap Financial Disclosure Request” and such requested information, subject to the last sentence of this paragraph, the “Swap Financial Disclosure”). Party A and Party B further agree that the Swap Financial Disclosure provided to meet the Swap Financial Disclosure Request will be the information set forth in Item 1115(b)(1) or Item 1115(b)(2) of Regulation AB, as applicable, and as specified by Party B. Upon the occurrence of a Swap Financial Disclosure Request, Party A, at its own expense, shall within 15 30 days after receipt of such Swap Financial Disclosure Request (or within 10 days after Party A being informed of the significance percentage reaching 10% after such Swap Financial Disclosure Request): (i) provide the Depositor with the Swap Financial Disclosure, (ii) subject to satisfaction of the Rating Agency Condition Confirmation and approval by Party B (which approval will not be unreasonably withheld), secure another entity to replace Party A as party to this Agreement on terms substantially similar to this Agreement which entity is able and will provide the Swap Financial Disclosure for such entity within the time period specified above or (iii) subject to satisfaction of the Rating Agency Condition Confirmation and approval by Party B (which approval will not be unreasonably withheld), obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that is able to provide the Swap Financial Disclosure for such affiliate, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to Party A, and cause such affiliate to provide Swap Financial Disclosure within the time period specified above. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act.
Appears in 2 contracts
Samples: Isda Master Agreement (Ford Credit Auto Owner Trust 2007-B), Isda Master Agreement (Ford Credit Auto Owner Trust 2007-A)
Regulation AB Financial Disclosure. (a) Party A acknowledges that for so long as there are reporting obligations with respect Macquarie Leasing Pty Limited is required to any Transaction under this Agreement under Regulation ABfile Exchange Act Reports, DaimlerChrysler Financial Services Americas LLC, as Depositor under the Indenture (the “Depositor”) Macquarie Leasing Pty Limited is required under Regulation AB to disclose certain information set forth in Regulation AB regarding Party A or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” percentage of this Agreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to time in accordance with Item 1115 of Regulation AB. .
(b) If at any time during which Macquarie Leasing Pty Limited is required to file Exchange Act Reports, the Depositor Manager determines, reasonably and in good faith, that the “significance percentage” percentage of this Agreement calculated in accordance with Item 1115 of Regulation AB has increased to become less than 20% or less than 10%, the Manager shall notify Party A of that fact no later than ten (10) New York business days after such determination has been made. If the Manager determines on any date of determination at any time during which Macquarie Leasing Pty Limited is required to file Exchange Act Reports, reasonably and in good faith, that the significance percentage of this Agreement calculated in accordance with Item 1115 of Regulation AB is or has become: (A) 10% or more, but less than 20%, or (B) 20% or more, then on any Local Business Day after the date of such determination determination, the Depositor Manager may request from Party A to provide the information set forth in Item 1115(b) of Regulation AB (such request, a “relevant Swap Financial Disclosure Request” and such requested information, subject to the last sentence of this paragraph, the “Swap Financial Disclosure”). Party A and Party B further agree that the Swap Financial Disclosure provided to meet the Swap Financial Disclosure Request will be the information set forth in Item 1115(b)(1) or Item 1115(b)(2) of Regulation AB, as applicable, and as specified by Party B. Upon the occurrence of making a Swap Financial Disclosure Request. Thereafter, the Manager shall inform Party A no later than ten (10) Local Business Days following such time as (i) the Manager has determined that Exchange Act Reports are no longer required to be filed in respect of the Relevant Notes pursuant to Section 15(d) of the Securities Act or (ii) Swap Financial Disclosure is no longer required to be included or incorporated by reference in such Exchange Act Reports.
(c) So long as the Exchange Act Reports are required to be filed by Macquarie Leasing Pty Limited under the Exchange Act and Swap Financial Disclosure is required to be included or incorporated by reference in the Exchange Act Reports pursuant to Item 1115(b)(2) or Item 1115(b)(1), as applicable, of Regulation AB, Party A, at its own expense, shall within 15 days four (4) Local Business Days after receipt of such a Swap Financial Disclosure Request Request, provide Party B and the Manager with the relevant Swap Financial Disclosure described in Part 5(29)(b) of this Schedule.
(id) If Party A is not able to provide the Depositor with the relevant Swap Financial DisclosureDisclosure in accordance with Part 5(29)(c) of this Schedule, (ii) subject to satisfaction of the Rating Agency Condition and approval by then Party B (which approval will not be unreasonably withheld)A, at its own expense, shall secure another entity to replace Party A as party to this Agreement on terms substantially similar to this Agreement which entity is able to and will provide the Swap Financial Disclosure for such entity within the time period specified above or in Part 5(29)(c) of this Schedule (iii) subject to satisfaction the issuance of a Rating Notification by the Rating Agency Condition and approval by Party B Manager).
(which approval will not be unreasonably withheld)e) The parties agree that, obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that is able to provide the Swap Financial Disclosure for such affiliate, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to Party A, and cause such affiliate to provide Swap Financial Disclosure within the time period specified above. If if permitted by Regulation AB, any required Swap Financial Disclosure may be provided by Party A by incorporation by reference from reports filed by Party A pursuant to the Exchange Act. The parties agree that, if Swap Financial Disclosure is provided by Party A as set forth in the first sentence of this Part 5(29)(e), Party B and any affiliate of the Manager on its behalf, as applicable, are authorised to incorporate by reference into the Preliminary Prospectus or Final Prospectus any such reports filed by Party A with the Commission pursuant to section 13(a) or 15(d) of the Exchange Act which contain any required Swap Financial Disclosure. The parties also agree that, if Swap Financial Disclosure is provided by Party A as set forth in the first sentence of this Part 5(29)(e), Party B and any affiliate of the Manager on its behalf, as applicable, are authorised to incorporate by reference into the Preliminary Prospectus or Final Prospectus any documents filed by Party A with the Commission pursuant to section 13(a) or 15(d) of the Exchange Act after the date of this Agreement and prior to the termination of the offering described in the prospectus of the Series Trust relating to the offer and sale of the Relevant Notes.
(f) Party A shall indemnify Party B, the Manager and Macquarie Leasing Pty Limited, the respective present and former directors, officers, employees and agents of each of the foregoing and each person, if any, who controls Party B, the Manager or Macquarie Leasing Pty Limited within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Party A Indemnified Persons”) and shall hold each of them harmless from and against any and all losses, claims, damages or liabilities (including legal fees and reasonable expenses) to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon:
(i) any untrue statement or alleged untrue statement of any material fact contained in the Swap Financial Disclosure provided by Party A;
(ii) any omission or alleged omission to state in the Swap Financial Disclosure provided by Party A a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or
(iii) any failure by Party A to provide Party B or the Manager with the relevant Swap Financial Disclosure when and as required under this Part 5(29); provided, however, that, if Party A secures another entity to replace Party A as party to this Agreement pursuant to Part 5(29)(d) of this Schedule, Party A shall not be liable for any losses, claims, damages or liabilities (including reasonable legal fees and expenses) to which any of the Party A Indemnified Persons may become subject arising out of or based upon a failure by Party A to provide Party B or the Manager with the relevant Swap Financial Disclosure following the provision of the relevant Swap Financial Disclosure by the other entity to Party B or the Manager. The provisions of this Part 5(29)(f) shall not limit whatever rights Party B or the Manager may have under other provisions of this Agreement, the other Transaction Documents or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief.
(g) Party B and Macquarie Leasing Pty Limited shall, jointly and severally, indemnify Party A, the present and former directors, officers, employees and agents of Party A and each person, if any, who controls Party A within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and shall hold each of them harmless from and against any and all losses, claims, damages or liabilities (including legal fees and reasonable expenses) to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon:
(i) any untrue statement or alleged untrue statement of any material fact contained in the Preliminary Prospectus or Final Prospectus, other than any Swap Financial Disclosure provided by Party A; or
(ii) any omission or alleged omission to state in the Preliminary Prospectus or Final Prospectus, other than the Swap Financial Disclosure provided by Party A, a material fact required to be stated in the Preliminary Prospectus or Final Prospectus, other than the Swap Financial Disclosure provided by Party A, or necessary to make the statements in the Preliminary Prospectus or Final Prospectus, other than the Swap Financial Disclosure provided by Party A, in the light of the circumstances under which they were made, not misleading. The provisions of this Part 5(29)(g) shall not limit whatever rights Party A may have under other provisions of this Agreement, the other Transaction Documents or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief.
(h) Each of Party B, the Manager and Macquarie Leasing Pty Limited shall indemnify Party A, the present and former directors, officers, employees and agents of Party A and each person, if any, who controls Party A within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and shall hold each of them harmless from and against any and all losses, claims, damages or liabilities (including legal fees and reasonable expenses) to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any failure by such party to deliver or otherwise distribute any Swap Financial Disclosure in the substantively identical form provided to any of them by Party A or as modified with Party A’s written consent. The provisions of this Part 5(29)(h) shall not limit whatever rights Party A may have under other provisions of this Agreement, the other Transaction Documents or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief. ANNEXURE 1 FORM OF CONFIRMATION FOR CURRENCY SWAP IN RELATION TO THE US$ FIXED RATE NOTES – CLASS A-1 NOTES, CLASS A-2a NOTES, CLASS A-3a NOTES AND CLASS A-4a NOTES [PARTY A LETTERHEAD] [DATE] To: Perpetual Trustee Company Limited as trustee of the Series Trust Xxxxx 00, 000 Xxxx Xxxxxx Xxxxxx XXX 0000 Attention: Manager, Securitisation Services Macquarie Securities Management Pty Limited Xxxxx 0, 0 Xxxxxx Xxxxx Sydney NSW 2000 Attention: Manager, Securitisation CONFIRMATION – CURRENCY SWAP IN RELATION TO CLASS A-[ ] NOTES SMART ABS Series 20[—]-[—]US Trust The purpose of this letter is to confirm the terms and conditions of the Transaction entered into between us on the Trade Date specified below (the “Transaction”). This letter constitutes a “Confirmation” as referred to in the Master Agreement specified below. This Confirmation is entered into by Perpetual Trustee Company Limited ABN 42 000 001 007 as trustee of the SMART ABS Series 20[—]-[—]US Trust (the “Series Trust”). This Confirmation supersedes any previous Confirmation or other communication with respect to the Transaction and evidences a complete and binding agreement between us as to the terms of the Transaction. This Confirmation supplements, forms part of, and is subject to, the 1992 ISDA Master Agreement dated as of [—] 20[—], as amended, novated or supplemented from time to time (the “Agreement”), between [—] ABN [—] (“Party A”), Perpetual Trustee Company Limited ABN 42 000 001 007 as trustee of the Series Trust (“Party B”) and Macquarie Securities Management Pty Limited ABN 26 003 435 443 (the “Manager”). All provisions contained in the Agreement govern this Confirmation except as expressly modified below. This Confirmation incorporates:
(a) the attached Definitions Schedule; and
(b) the definitions and provisions contained in the 2006 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc., which form part of, and are subject to this Confirmation. In the event of any inconsistency between the definitions and the provisions in the attached Definitions Schedule and those contained in the 2006 ISDA Definitions, those contained in the attached Definitions Schedule will govern. The terms of the particular Transaction to which this Confirmation relates are as follows:
1. Our Reference: [ ]
2. Trade Date: [ ] 20[—]
3. Effective Date: Closing Date in respect of the Relevant Notes
4. Termination Date: The earlier of:
(a) the date that the Relevant Notes are redeemed in full in accordance with the Note Conditions; and
(b) the Maturity Date in relation to the Relevant Notes, subject to adjustment in accordance with the Following Business Day Convention.
Appears in 1 contract
Samples: Currency Swap Agreement
Regulation AB Financial Disclosure. (i) Party A acknowledges that for so long as there are reporting obligations with respect to any Transaction under this Agreement under Regulation AB, DaimlerChrysler Financial Services Americas LLC, as Depositor under the Indenture (the “Depositor”) Manager is required under Regulation AB to disclose certain information set forth in Regulation AB regarding Party A or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” percentage of this Agreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to time in accordance with Item 1115 of Regulation AB. .
(ii) If the Depositor Manager determines, reasonably and in good faith, that the “significance percentage” percentage of this Agreement is or has increased to become:
(A) 10%% or more; or
(B) 20% or more, then on any Local Business Day after the date of such determination determination, Party B or the Depositor Manager may request from Party A to provide the information set forth in Item 1115(b) of Regulation AB (such request, a “Swap Financial Disclosure Request” and such requested information, subject to the last sentence of this paragraph, the “relevant Swap Financial Disclosure”). Party A and Party B further agree that the Swap Financial Disclosure provided to meet the Swap Financial Disclosure Request will be the information set forth in Item 1115(b)(1.
(iii) or Item 1115(b)(2) of Regulation AB, as applicable, and as specified by Party B. Upon the occurrence of a Swap Financial Disclosure Request, Party A, at its own expense, shall within 15 days four Local Business Days after receipt of such a Swap Financial Disclosure Request (i) provide the Depositor Manager with the relevant Swap Financial Disclosure.
(iv) If Party A is not able to provide the relevant Swap Financial Disclosure in accordance with Part 5(x)(iii) of this Schedule, then Party A shall:
(iiA) subject to satisfaction of the Rating Agency Condition and approval by Party B (which approval will not be unreasonably withheld), secure another entity to replace Party A as party to this Agreement on terms substantially similar to this Agreement which entity is able to and will provide the Swap Financial Disclosure for such entity within the time period specified above or in Part 5(x)(iii) of this Schedule (iii) subject to satisfaction of the Rating Agency Condition Confirmation having been obtained and to approval by Party B the Manager (which approval will not be unreasonably withheldwithheld or delayed), ); or
(B) obtain a guaranty guarantee of Party A’s 's obligations under this Agreement from an affiliate of Party A that is able to provide the Swap Financial Disclosure for such affiliate, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to Party A, and cause such affiliate to provide Swap Financial Disclosure within the time period specified above. If in Party 5(x)(iii) of this Schedule (subject to Rating Agency Confirmation and to approval by the Manager (which approval will not be unreasonably withheld or delayed)).
(v) The parties agree that, if permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act.
Appears in 1 contract
Regulation AB Financial Disclosure. Party A acknowledges that for so long as there are reporting obligations with respect to any Transaction under this Agreement under Regulation AB, DaimlerChrysler Financial Services Americas LLC, as the Depositor under the Indenture (the “Depositor”) is required under Regulation AB to disclose certain information set forth in Regulation AB regarding Party A or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” of this Agreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to time in accordance with Item 1115 of Regulation AB. If the Depositor determines, reasonably and in good faith, that the “significance percentage” of this Agreement has increased to 109%, then on any Business Day after the date of such determination the Depositor may request from Party A the same information set forth in Item 1115(b) of Regulation AB that would have been required if the significance percentage had in fact increased to 10% (such request, a “Swap Financial Disclosure Request” and such requested information, subject to the last sentence of this paragraph, the “Swap Financial Disclosure”). Party A and Party B further agree that the Swap Financial Disclosure provided to meet the Swap Financial Disclosure Request will be the information set forth in Item 1115(b)(1) or Item 1115(b)(2) of Regulation AB, as applicable, and as specified by Party B. . Upon the occurrence of a Swap Financial Disclosure Request, Party A, at its own expense, shall within 15 30 days after receipt of such Swap Financial Disclosure Request (or within 10 days after Party A being informed of the significance percentage reaching 10% after such Swap Financial Disclosure Request): (i) provide the Depositor with the Swap Financial Disclosure, (ii) subject to satisfaction of the Rating Agency Condition Confirmation and approval by Party B (which approval will not be unreasonably withheld), secure another entity to replace Party A as party to this Agreement on terms substantially similar to this Agreement which entity is able and will provide the Swap Financial Disclosure for such entity within the time period specified above or (iii) subject to satisfaction of the Rating Agency Condition Confirmation and approval by Party B (which approval will not be unreasonably withheld), obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that is able to provide the Swap Financial Disclosure for such affiliate, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to Party A, and cause such affiliate to provide Swap Financial Disclosure within the time period specified above. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act.
Appears in 1 contract
Samples: Isda Master Agreement (Ford Credit Auto Owner Trust 2008-A)
Regulation AB Financial Disclosure. (i) Party A acknowledges that for so long as there are reporting obligations with respect to any Transaction under this Agreement under Regulation AB, DaimlerChrysler Financial Services Americas LLC, as Depositor under the Indenture (the “Depositor”) Manager is required under Regulation AB to disclose certain information set forth in Regulation AB regarding Party A or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” percentage of this Agreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to time in accordance with Item 1115 of Regulation AB. .
(ii) If the Depositor Manager determines, reasonably and in good faith, that the “significance percentage” percentage of this Agreement is or has increased to 10%become:
(a) 8% or more; or
(b) 18% or more, then on any Local Business Day after the date of such determination determination, Party B (at the Depositor direction of the Manager) or the Manager may request from Party A to provide the information set forth in Item 1115(b) of Regulation AB (such request, a “Swap Financial Disclosure Request” and such requested information, subject to the last sentence of this paragraph, the “relevant Swap Financial Disclosure”). Party A and Party B further agree that the Swap Financial Disclosure provided to meet the Swap Financial Disclosure Request will be the information set forth in Item 1115(b)(1.
(iii) or Item 1115(b)(2) of Regulation AB, as applicable, and as specified by Party B. Upon the occurrence of a Swap Financial Disclosure Request, Party A, at its own expense, shall within 15 days four Local Business Days after receipt of such a Swap Financial Disclosure Request (i) provide the Depositor Manager with the relevant Swap Financial Disclosure.
(iv) If Party A is not able to provide the relevant Swap Financial Disclosure in accordance with Part 5(x)(iii) of this Schedule, then Party A at its own expense shall:
(iia) subject to satisfaction of the Rating Agency Condition and approval by Party B (which approval will not be unreasonably withheld), secure another entity to replace Party A as party to this Agreement on terms substantially similar to this Agreement which entity is able to and will provide the Swap Financial Disclosure for such entity within the time period specified above or in Part 5(x)(iii) of this Schedule (iii) subject to satisfaction of the Rating Agency Condition Confirmation having been obtained and to approval by Party B the Manager (which approval will not be unreasonably withheldwithheld or delayed), ); or
(b) obtain a guaranty guarantee of Party A’s 's obligations under this Agreement from an affiliate of Party A that is able to provide the Swap Financial Disclosure for such affiliate, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to Party A, and cause such affiliate to provide Swap Financial Disclosure within the time period specified above. If in Party 5(x)(iii) of this Schedule (subject to Rating Agency Confirmation and to approval by the Manager (which approval will not be unreasonably withheld or delayed)).
(v) The parties agree that, if permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. The parties agree that the Manager and the Securitisation Fund are authorised to incorporate by reference into the prospectus relating to the Securitisation Fund and reports filed by the Manager or the Securitisation Fund with the Commission pursuant to section 13(a) or 15(d) of the Exchange Act any required Swap Financial Disclosure contained in any reports filed by Party A with the Commission pursuant to section 13(a) or 15(d) of the Exchange Act. The parties also agree that the Manager and the Securitisation Fund are authorised to incorporate by reference into the prospectus relating to the Securitisation Fund any documents filed by Party A with the Commission pursuant to section 13(a) or 15(d) of the Exchange Act after the date of this Agreement and prior to the termination of the offering described in the prospectus relating to the Securitisation Fund.
(vi) Party A shall indemnify the Manager, the Securitisation Fund and each underwriter, the respective present and former directors, officers, employees and agents of each of the foregoing and each person, if any, who controls the Manager, the Securitisation Fund or any underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the "indemnified persons") and shall hold each of them harmless from and against any and all losses, claims, damages or liabilities (including legal fees and reasonable expenses) to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon:
(a) any untrue statement or alleged untrue statement of any material fact contained in the Swap Financial Disclosure provided by Party A;
(b) any omission or alleged omission to state in the Swap Financial Disclosure provided by Party A a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or
(c) any failure by Party A to provide the Manager with the relevant Swap Financial Disclosure when and as required under this Part 5(x); provided, however, that, if Party A secures another entity to replace Party A as party to this Agreement pursuant to Part 5(x)(iv) of this Schedule, Party A shall not be liable for any losses, claims, damages or liabilities (including reasonable legal fees and expenses) to which any of the indemnified persons may become subject arising out of or based upon a failure by Party A to provide the Manager with the relevant Swap Financial Disclosure following the provision of the relevant Swap Financial Disclosure by the other entity to the Manager. The provisions of this Part 5(x)(vi) shall not limit whatever rights the Manager may have under other provisions of this Agreement, the other Transaction Documents or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief..
Appears in 1 contract
Samples: Fixed Floating Interest Rate Swap Agreement (Me Portfolio Management LTD)
Regulation AB Financial Disclosure. Party A acknowledges that for so long as there are reporting obligations with respect to any Transaction under this Agreement under Regulation AB, DaimlerChrysler Financial Services Americas LLC, as the Depositor under the Indenture (the “Depositor”) is required under Regulation AB to disclose certain information set forth in Regulation AB regarding Party A or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” of this Agreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to time in accordance with Item 1115 of Regulation AB. If the Depositor determines, reasonably and in good faith, that the “significance percentage” percentage of this Agreement has increased to 109%, then on any Business Day after the date of such determination the Depositor may request from Party A the same information set forth in Item 1115(b) of Regulation AB that would have been required if the significance percentage had in fact increased to 10% (such request, a “Swap Financial Disclosure Request” and such requested information, subject to the last sentence of this paragraph, the “Swap Financial Disclosure”). Party A and Party B further agree that the Swap Financial Disclosure provided to meet the Swap Financial Disclosure Request will be the information set forth in Item 1115(b)(1) or Item 1115(b)(2) of Regulation AB, as applicable, and as specified by Party B. . Upon the occurrence of a Swap Financial Disclosure Request, Party A, at its own expense, shall within 15 30 days after receipt of such Swap Financial Disclosure Request (or within 10 days after Party A being informed of the significance percentage reaching 10% after such Swap Financial Disclosure Request): (i) provide the Depositor with the Swap Financial Disclosure, (ii) subject to satisfaction of the Rating Agency Condition Confirmation and approval by Party B (which approval will not be unreasonably withheld), secure another entity to replace Party A as party to this Agreement on terms substantially similar to this Agreement which entity is able and will provide the Swap Financial Disclosure for such entity within the time period specified above or (iii) subject to satisfaction of the Rating Agency Condition Confirmation and approval by Party B (which approval will not be unreasonably withheld), obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that is able to provide the Swap Financial Disclosure for such affiliate, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to Party A, and cause such affiliate to provide Swap Financial Disclosure within the time period specified above. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. For purposes of clause (ii) above, Party B agrees that National Westminster Bank plc (“Nat West”) is an acceptable replacement party for Party A, subject to Rating Agency Confirmation and Nat West being able to provide the Swap Financial Disclosure within the time period specified above.
Appears in 1 contract
Samples: Isda Master Agreement (Ford Credit Auto Owner Trust 2006-B)
Regulation AB Financial Disclosure. Party A acknowledges that for so long as there are reporting obligations with respect to any this Transaction under this Agreement under Regulation AB, DaimlerChrysler Financial Services Americas LLC, as the [Depositor under the Indenture (the “Depositor”) is is]/[Depositors are] required under Regulation AB to disclose certain information set forth in Regulation AB regarding Party A or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” of this Agreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to time in accordance with Item 1115 of Regulation AB. If In the event that the [Depositor determinesdetermines]/[Depositors determine], reasonably and in good faith, that the “significance percentage” percentage of this Agreement has increased to 10%at least nine (9) percent, then on any a Business Day after the date of such determination the Depositor Depositor[s] may request from Party A the same information set forth in Item 1115(b) of Regulation AB that would have been required if the significance percentage had in fact increased to ten (10) percent (such request, a an “Swap Financial Disclosure Request” and such requested information, subject to the last sentence of this paragraph, is the “Swap Financial Disclosure”). Party A and Party B further agree that the Swap Financial Disclosure provided to meet the Swap Financial Disclosure Request will be the information set forth in Item 1115(b)(1) or Item 1115(b)(2) of Regulation AB, as applicable, and as specified by Party B. . Upon the occurrence of a Swap Financial Disclosure Request, Party A, at its own expense, shall within 15 days after receipt of such Swap Financial Disclosure Request (i) provide the Depositor Depositor[s] with the Swap Financial Disclosure, (ii) subject to satisfaction of the Rating Agency Condition and approval by Party B (which approval will not be unreasonably withheld), secure another entity to replace Party A as party to this Agreement on terms substantially similar to this Agreement which entity is able and will to provide the Swap Financial Disclosure for such entity within the time period specified above or (iii) subject to satisfaction of the Rating Agency Condition and approval by Party B (which approval will not be unreasonably withheld), obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that is able to provide the Swap Financial Disclosure for such affiliate, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to Party A, and cause such affiliate to provide Swap Financial Disclosure within the time period specified aboveDisclosure. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act.. By: [OWNER TRUSTEE], not in its individual capacity but solely as Owner Trustee By: By: Name: Name: Title: Title: Date: Date: By: Name: Title: Date: To: [SWAP COUNTERPARTY] Contact: Attention: Fax: Telephone: From: FORD CREDIT FLOORPLAN MASTER OWNER TRUST __ Contact: c/o [Owner Trustee] as Owner Trustee Attention: Telephone: Facsimile:
Appears in 1 contract
Regulation AB Financial Disclosure. (a) Party A acknowledges that for so long as there are reporting obligations with respect Macquarie Leasing Pty Limited is required to any Transaction under this Agreement under Regulation ABfile Exchange Act Reports, DaimlerChrysler Financial Services Americas LLC, as Depositor under the Indenture (the “Depositor”) Macquarie Leasing Pty Limited is required under Regulation AB to disclose certain information set forth in Regulation AB regarding Party A or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” percentage of this Agreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to time in accordance with Item 1115 of Regulation AB. .
(b) If at any time during which Macquarie Leasing Pty Limited is required to file Exchange Act Reports, the Depositor Manager determines, reasonably and in good faith, that the “significance percentage” percentage of this Agreement calculated in accordance with Item 1115 of Regulation AB has increased to become less than 20% or less than 10%, the Manager shall notify Party A of that fact no later than ten (10) New York business days after such determination has been made. If the Manager determines on any date of determination at any time during which Macquarie Leasing Pty Limited is required to file Exchange Act Reports, reasonably and in good faith, that the significance percentage of this Agreement calculated in accordance with Item 1115 of Regulation AB is or has become: (A) 10% or more, but less than 20%, or (B) 20% or more, then on any Local Business Day after the date of such determination determination, the Depositor Manager may request from Party A to provide the information set forth in Item 1115(b) of Regulation AB (such request, a “relevant Swap Financial Disclosure Request” and such requested information, subject to the last sentence of this paragraph, the “Swap Financial Disclosure”). Party A and Party B further agree that the Swap Financial Disclosure provided to meet the Swap Financial Disclosure Request will be the information set forth in Item 1115(b)(1) or Item 1115(b)(2) of Regulation AB, as applicable, and as specified by Party B. Upon the occurrence of making a Swap Financial Disclosure Request. Thereafter, the Manager shall inform Party A no later than ten (10) Local Business Days following such time as (i) the Manager has determined that Exchange Act Reports are no longer required to be filed in respect of the Relevant Notes pursuant to Section 15(d) of the Securities Act or (ii) Swap Financial Disclosure is no longer required to be included or incorporated by reference in such Exchange Act Reports.
(c) So long as the Exchange Act Reports are required to be filed by Macquarie Leasing Pty Limited under the Exchange Act and Swap Financial Disclosure is required to be included or incorporated by reference in the Exchange Act Reports pursuant to Item 1115(b)(2) or Item 1115(b)(1), as applicable, of Regulation AB, Party A, at its own expense, shall within 15 days four (4) Local Business Days after receipt of such a Swap Financial Disclosure Request Request, provide Party B and the Manager with the relevant Swap Financial Disclosure described in Part 5(29)(b) of this Schedule.
(id) If Party A is not able to provide the Depositor with the relevant Swap Financial DisclosureDisclosure in accordance with Part 5(29)(c) of this Schedule, (ii) subject to satisfaction of the Rating Agency Condition and approval by then Party B (which approval will not be unreasonably withheld)A, at its own expense, shall secure another entity to replace Party A as party to this Agreement on terms substantially similar to this Agreement which entity is able to and will provide the Swap Financial Disclosure for such entity within the time period specified above or in Part 5(29)(c) of this Schedule (iii) subject to satisfaction the issuance of a Rating Notification by the Rating Agency Condition and approval by Party B Manager).
(which approval will not be unreasonably withheld)e) The parties agree that, obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that is able to provide the Swap Financial Disclosure for such affiliate, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to Party A, and cause such affiliate to provide Swap Financial Disclosure within the time period specified above. If if permitted by Regulation AB, any required Swap Financial Disclosure may be provided by Party A by incorporation by reference from reports filed by Party A pursuant to the Exchange Act. The parties agree that, if Swap Financial Disclosure is provided by Party A as set forth in the first sentence of this Part 5(29)(e), each relevant person (including without limitation any affiliate of the Manager) is authorised to incorporate by reference into the Preliminary Prospectus or Final Prospectus any such reports filed by Party A with the Commission pursuant to section 13(a) or 15(d) of the Exchange Act which contain any required Swap Financial Disclosure. The parties also agree that, if Swap Financial Disclosure is provided by Party A as set forth in the first sentence of this Part 5(29)(e), each relevant person (including without limitation any affiliate of the Manager) is authorised to incorporate by reference into the Preliminary Prospectus or Final Prospectus any documents filed by Party A with the Commission pursuant to section 13(a) or 15(d) of the Exchange Act after the date of this Agreement and prior to the termination of the offering described in the prospectus of the Series Trust relating to the offer and sale of the Relevant Notes.
(f) Party A shall indemnify Party B, the Manager and Macquarie Leasing Pty Limited, the respective present and former directors, officers, employees and agents of each of the foregoing and each person, if any, who controls Party B, the Manager or Macquarie Leasing Pty Limited within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Party A Indemnified Persons”) and shall hold each of them harmless from and against any and all losses, claims, damages or liabilities (including legal fees and reasonable expenses) to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon:
(i) any untrue statement or alleged untrue statement of any material fact contained in the Swap Financial Disclosure provided by Party A;
(ii) any omission or alleged omission to state in the Swap Financial Disclosure provided by Party A a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or
(iii) any failure by Party A to provide Party B or the Manager with the relevant Swap Financial Disclosure when and as required under this Part 5(29); provided, however, that, if Party A secures another entity to replace Party A as party to this Agreement pursuant to Part 5(29)(d) of this Schedule, Party A shall not be liable for any losses, claims, damages or liabilities (including reasonable legal fees and expenses) to which any of the Party A Indemnified Persons may become subject arising out of or based upon a failure by Party A to provide Party B or the Manager with the relevant Swap Financial Disclosure following the provision of the relevant Swap Financial Disclosure by the other entity to Party B or the Manager. The provisions of this Part 5(29)(f) shall not limit whatever rights Party B or the Manager may have under other provisions of this Agreement, the other Transaction Documents or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief.
(g) Party B and Macquarie Leasing Pty Limited shall, jointly and severally, indemnify Party A, the present and former directors, officers, employees and agents of Party A and each person, if any, who controls Party A within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and shall hold each of them harmless from and against any and all losses, claims, damages or liabilities (including legal fees and reasonable expenses) to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon:
(i) any untrue statement or alleged untrue statement of any material fact contained in the Preliminary Prospectus or Final Prospectus, other than any Swap Financial Disclosure provided by Party A; or
(ii) any omission or alleged omission to state in the Preliminary Prospectus or Final Prospectus, other than the Swap Financial Disclosure provided by Party A, a material fact required to be stated in the Preliminary Prospectus or Final Prospectus, other than the Swap Financial Disclosure provided by Party A, or necessary to make the statements in the Preliminary Prospectus or Final Prospectus, other than the Swap Financial Disclosure provided by Party A, in the light of the circumstances under which they were made, not misleading. The provisions of this Part 5(29)(g) shall not limit whatever rights Party A may have under other provisions of this Agreement, the other Transaction Documents or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief.
(h) Each of Party B, the Manager and Macquarie Leasing Pty Limited shall indemnify Party A, the present and former directors, officers, employees and agents of Party A and each person, if any, who controls Party A within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and shall hold each of them harmless from and against any and all losses, claims, damages or liabilities (including legal fees and reasonable expenses) to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any failure by such party to deliver or otherwise distribute any Swap Financial Disclosure in the substantively identical form provided to any of them by Party A or as modified with Party A’s written consent. The provisions of this Part 5(29)(h) shall not limit whatever rights Party A may have under other provisions of this Agreement, the other Transaction Documents or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief.
(i) The parties agree that under no circumstances shall any untrue statement or alleged untrue statement referred to in Part 5(29)(g)(i), any omission or alleged omission referred to in Part 5(29)(g)(ii) or any failure to deliver or distribute referred to in Part 5(29)(h) constitute the fraud, negligence or wilful default of Party B for the purposes of this Agreement, including without limitation Section 15(c) of this Agreement.
Appears in 1 contract
Samples: Currency Swap Agreement (Macquarie Leasing Pty LTD)
Regulation AB Financial Disclosure. Party A acknowledges that for so long as there are reporting obligations with respect to any Transaction under this Agreement under Regulation AB, DaimlerChrysler Financial Services Americas LLC, as the Depositor under the Indenture (the “Depositor”) is required under Regulation AB to disclose certain information set forth in Regulation AB regarding Party A or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” of this Agreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to time in accordance with Item 1115 of Regulation AB. If the Depositor determines, reasonably and in good faith, that the “significance percentage” percentage of this Agreement has increased to 109%, then on any Business Day after the date of such determination the Depositor may request from Party A the same information set forth in Item 1115(b) of Regulation AB that would have been required if the significance percentage had in fact increased to 10% (such request, a “Swap Financial Disclosure Request” and such requested information, subject to the last sentence of this paragraph, the “Swap Financial Disclosure”). Party A and Party B further agree that the Swap Financial Disclosure provided to meet the Swap Financial Disclosure Request will be the information set forth in Item 1115(b)(1) or Item 1115(b)(2) of Regulation AB, as applicable, and as specified by Party B. . Upon the occurrence of a Swap Financial Disclosure Request, Party A, at its own expense, shall within 15 30 days after receipt of such Swap Financial Disclosure Request (or within 10 days after Party A being informed of the significance percentage reaching 10% after such Swap Financial Disclosure Request): (i) provide the Depositor with the Swap Financial Disclosure, (ii) subject to satisfaction of the Rating Agency Condition Confirmation and approval by Party B (which approval will not be unreasonably withheld), secure another entity to replace Party A as party to this Agreement on terms substantially similar to this Agreement which entity is able and will provide the Swap Financial Disclosure for such entity within the time period specified above or (iii) subject to satisfaction of the Rating Agency Condition Confirmation and approval by Party B (which approval will not be unreasonably withheld), obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that is able to provide the Swap Financial Disclosure for such affiliate, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to Party A, and cause such affiliate to provide Swap Financial Disclosure within the time period specified above. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act.
Appears in 1 contract
Samples: Isda Master Agreement (Ford Credit Auto Owner Trust 2006-A)
Regulation AB Financial Disclosure. (i) Party A acknowledges that for so long as there are reporting obligations with respect to any Transaction under this Agreement under Regulation AB, DaimlerChrysler Financial Services Americas LLC, as Depositor under the Indenture (the “Depositor”) Manager is required under Regulation AB to disclose certain information set forth in Regulation AB regarding Party A or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” percentage of this Agreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to time in accordance with Item 1115 of Regulation AB. .
(ii) If the Depositor Manger determines, reasonably and in good faith, that the “significance percentage” percentage of this Agreement is or has increased to become:
(A) 10%% or more; or
(B) 20% or more, then on any Local Business Day after the date of such determination determination, Party B or the Depositor Manager may request from Party A to provide the information set forth in Item 1115(b) of Regulation AB (such request, a “Swap Financial Disclosure Request” and such requested information, subject to the last sentence of this paragraph, the “relevant Swap Financial Disclosure”). Party A and Party B further agree that the Swap Financial Disclosure provided to meet the Swap Financial Disclosure Request will be the information set forth in Item 1115(b)(1.
(iii) or Item 1115(b)(2) of Regulation AB, as applicable, and as specified by Party B. Upon the occurrence of a Swap Financial Disclosure Request, Party A, at its own expense, shall within 15 days four Local Business Days after receipt of such a Swap Financial Disclosure Request (i) provide the Depositor Manager with the relevant Swap Financial Disclosure.
(iv) If Party A is not able to provide the relevant Swap Financial Disclosure in accordance with Part 5(cc)(iii) of this Schedule, then Party A shall:
(iiA) subject to satisfaction of the Rating Agency Condition and approval by Party B (which approval will not be unreasonably withheld), secure another entity to replace Party A as party to this Agreement on terms substantially similar to this Agreement which entity is able to and will provide the Swap Financial Disclosure for such entity within the time period specified above or in Part 5(cc)(iii) of this Schedule (iii) subject to satisfaction of the Rating Agency Condition Confirmation having been obtained and to approval by Party B the Manager (which approval will not be unreasonably withheldwithheld or delayed), ); or
(B) obtain a guaranty guarantee of Party A’s 's obligations under this Agreement from an affiliate of Party A that is able to provide the Swap Financial Disclosure for such affiliate, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to Party A, and cause such affiliate to provide Swap Financial Disclosure within the time period specified above. If in Party 5(x)(iii) of this Schedule (subject to Rating Agency Confirmation and to approval by the Manager (which approval will not be unreasonably withheld or delayed));
(v) The parties agree that, if permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act.
Appears in 1 contract
Samples: Isda Master Agreement (Me Portfolio Management LTD)
Regulation AB Financial Disclosure. (a) Party A acknowledges that for so long as there are reporting obligations with respect Macquarie Leasing Pty Limited is required to any Transaction under this Agreement under Regulation ABfile Exchange Act Reports, DaimlerChrysler Financial Services Americas LLC, as Depositor under the Indenture (the “Depositor”) Macquarie Leasing Pty Limited is required under Regulation AB to disclose certain information set forth in Regulation AB regarding Party A or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” percentage of this Agreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to time in accordance with Item 1115 of Regulation AB. .
(b) If at any time during which Macquarie Leasing Pty Limited is required to file Exchange Act Reports, the Depositor Manager determines, reasonably and in good faith, that the “significance percentage” percentage of this Agreement calculated in accordance with Item 1115 of Regulation AB has increased to become less than 20% or less than 10%, the Manager shall notify Party A of that fact no later than ten (10) New York business days after such determination has been made. If the Manager determines on any date of determination at any time during which Macquarie Leasing Pty Limited is required to file Exchange Act Reports, reasonably and in good faith, that the significance percentage of this Agreement calculated in accordance with Item 1115 of Regulation AB is or has become: (A) 10% or more, but less than 20%, or (B) 20% or more, then on any Local Business Day after the date of such determination determination, the Depositor Manager may request from Party A to provide the information set forth in Item 1115(b) of Regulation AB (such request, a “relevant Swap Financial Disclosure Request” and such requested information, subject to the last sentence of this paragraph, the “Swap Financial Disclosure”). Party A and Party B further agree that the Swap Financial Disclosure provided to meet the Swap Financial Disclosure Request will be the information set forth in Item 1115(b)(1) or Item 1115(b)(2) of Regulation AB, as applicable, and as specified by Party B. Upon the occurrence of making a Swap Financial Disclosure Request. Thereafter, the Manager shall inform Party A no later than ten (10) Local Business Days following such time as (i) the Manager has determined that Exchange Act Reports are no longer required to be filed in respect of the Relevant Notes pursuant to Section 15(d) of the Securities Act or (ii) Swap Financial Disclosure is no longer required to be included or incorporated by reference in such Exchange Act Reports.
(c) So long as the Exchange Act Reports are required to be filed by Macquarie Leasing Pty Limited under the Exchange Act and Swap Financial Disclosure is required to be included or incorporated by reference in the Exchange Act Reports pursuant to Item 1115(b)(2) or Item 1115(b)(1), as applicable, of Regulation AB, Party A, at its own expense, shall within 15 days four (4) Local Business Days after receipt of such a Swap Financial Disclosure Request Request, provide Party B and the Manager with the relevant Swap Financial Disclosure described in Part 5(29)(b) of this Schedule.
(id) If Party A is not able to provide the Depositor with the relevant Swap Financial DisclosureDisclosure in accordance with Part 5(29)(c) of this Schedule, (ii) subject to satisfaction of the Rating Agency Condition and approval by then Party B (which approval will not be unreasonably withheld)A, at its own expense, shall secure another entity to replace Party A as party to this Agreement on terms substantially similar to this Agreement which entity is able to and will provide the Swap Financial Disclosure for such entity within the time period specified above or in Part 5(29)(c) of this Schedule (iii) subject to satisfaction the issuance of a Rating Notification by the Rating Agency Condition and approval by Party B Manager).
(which approval will not be unreasonably withheld)e) The parties agree that, obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that is able to provide the Swap Financial Disclosure for such affiliate, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to Party A, and cause such affiliate to provide Swap Financial Disclosure within the time period specified above. If if permitted by Regulation AB, any required Swap Financial Disclosure may be provided by Party A by incorporation by reference from reports filed by Party A pursuant to the Exchange Act. The parties agree that, if Swap Financial Disclosure is provided by Party A as set forth in the first sentence of this Part 5(29)(e), Party B and any affiliate of the Manager on its behalf, as applicable, are authorised to incorporate by reference into the Preliminary Prospectus or Final Prospectus any such reports filed by Party A with the Commission pursuant to section 13(a) or 15(d) of the Exchange Act which contain any required Swap Financial Disclosure. The parties also agree that, if Swap Financial Disclosure is provided by Party A as set forth in the first sentence of this Part 5(29)(e), Party B and any affiliate of the Manager on its behalf, as applicable, are authorised to incorporate by reference into the Preliminary Prospectus or Final Prospectus any documents filed by Party A with the Commission pursuant to section 13(a) or 15(d) of the Exchange Act after the date of this Agreement and prior to the termination of the offering described in the prospectus of the Series Trust relating to the offer and sale of the Relevant Notes.
(f) Party A shall indemnify Party B, the Manager and Macquarie Leasing Pty Limited, the respective present and former directors, officers, employees and agents of each of the foregoing and each person, if any, who controls Party B, the Manager or Macquarie Leasing Pty Limited within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Party A Indemnified Persons”) and shall hold each of them harmless from and against any and all losses, claims, damages or liabilities (including legal fees and reasonable expenses) to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon:
(i) any untrue statement or alleged untrue statement of any material fact contained in the Swap Financial Disclosure provided by Party A;
(ii) any omission or alleged omission to state in the Swap Financial Disclosure provided by Party A a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or
(iii) any failure by Party A to provide Party B or the Manager with the relevant Swap Financial Disclosure when and as required under this Part 5(29); provided, however, that, if Party A secures another entity to replace Party A as party to this Agreement pursuant to Part 5(29)(d) of this Schedule, Party A shall not be liable for any losses, claims, damages or liabilities (including reasonable legal fees and expenses) to which any of the Party A Indemnified Persons may become subject arising out of or based upon a failure by Party A to provide Party B or the Manager with the relevant Swap Financial Disclosure following the provision of the relevant Swap Financial Disclosure by the other entity to Party B or the Manager. The provisions of this Part 5(29)(f) shall not limit whatever rights Party B or the Manager may have under other provisions of this Agreement, the other Transaction Documents or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief.
(g) Party B and Macquarie Leasing Pty Limited shall, jointly and severally, indemnify Party A, the present and former directors, officers, employees and agents of Party A and each person, if any, who controls Party A within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and shall hold each of them harmless from and against any and all losses, claims, damages or liabilities (including legal fees and reasonable expenses) to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon:
(i) any untrue statement or alleged untrue statement of any material fact contained in the Preliminary Prospectus or Final Prospectus, other than any Swap Financial Disclosure provided by Party A; or
(ii) any omission or alleged omission to state in the Preliminary Prospectus or Final Prospectus, other than the Swap Financial Disclosure provided by Party A, a material fact required to be stated in the Preliminary Prospectus or Final Prospectus, other than the Swap Financial Disclosure provided by Party A, or necessary to make the statements in the Preliminary Prospectus or Final Prospectus, other than the Swap Financial Disclosure provided by Party A, in the light of the circumstances under which they were made, not misleading. The provisions of this Part 5(29)(g) shall not limit whatever rights Party A may have under other provisions of this Agreement, the other Transaction Documents or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief.
(h) Each of Party B, the Manager and Macquarie Leasing Pty Limited shall indemnify Party A, the present and former directors, officers, employees and agents of Party A and each person, if any, who controls Party A within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and shall hold each of them harmless from and against any and all losses, claims, damages or liabilities (including legal fees and reasonable expenses) to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any failure by such party to deliver or otherwise distribute any Swap Financial Disclosure in the substantively identical form provided to any of them by Party A or as modified with Party A’s written consent. The provisions of this Part 5(29)(h) shall not limit whatever rights Party A may have under other provisions of this Agreement, the other Transaction Documents or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief. [DATE] To: Perpetual Trustee Company Limited as trustee of the Series Trust Xxxxx 00, 000 Xxxx Xxxxxx Xxxxxx XXX 0000 Attention: Manager, Securitisation Services Macquarie Securities Management Pty Limited Xxxxx 0, 0 Xxxxxx Xxxxx Sydney NSW 2000 Attention: Manager, Securitisation SMART ABS Series 20[—]-[—]US Trust The purpose of this letter is to confirm the terms and conditions of the Transaction entered into between us on the Trade Date specified below (the “Transaction”). This letter constitutes a “Confirmation” as referred to in the Master Agreement specified below. This Confirmation is entered into by Perpetual Trustee Company Limited ABN 42 000 001 007 as trustee of the SMART ABS Series 20[—]-[—]US Trust (the “Series Trust”). This Confirmation supersedes any previous Confirmation or other communication with respect to the Transaction and evidences a complete and binding agreement between us as to the terms of the Transaction. This Confirmation supplements, forms part of, and is subject to, the 1992 ISDA Master Agreement dated as of [—] 20[—], as amended, novated or supplemented from time to time (the “Agreement”), between [—] ABN [—] (“Party A”), Perpetual Trustee Company Limited ABN 42 000 001 007 as trustee of the Series Trust (“Party B”) and Macquarie Securities Management Pty Limited ABN 26 003 435 443 (the “Manager”). All provisions contained in the Agreement govern this Confirmation except as expressly modified below. This Confirmation incorporates:
(a) the attached Definitions Schedule; and
(b) the definitions and provisions contained in the 2006 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc., which form part of, and are subject to this Confirmation. In the event of any inconsistency between the definitions and the provisions in the attached Definitions Schedule and those contained in the 2006 ISDA Definitions, those contained in the attached Definitions Schedule will govern. The terms of the particular Transaction to which this Confirmation relates are as follows:
Appears in 1 contract
Samples: Currency Swap Agreement (Macquarie Leasing Pty LTD)
Regulation AB Financial Disclosure. (a) Party A acknowledges that for so long as there are reporting obligations with respect to any Transaction under this Agreement under Regulation AB, DaimlerChrysler Financial Services Americas LLC, as Depositor under the Indenture (the “Depositor”) Party B is required under Regulation AB to disclose certain information set forth in Regulation AB regarding Party A or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” percentage of this Agreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to time in accordance with Item 1115 of Regulation AB. .
(b) If the Depositor Manager determines, reasonably and in good faith, that the “significance percentage” percentage of this Agreement is or has increased to 10become: (A) 8% or more, but less than 18%, or (B) 18% or more, then on any Local Business Day after the date of such determination determination, Party B (at the Depositor direction of the Manager) or the Manager may request from Party A to provide the information set forth in Item 1115(brelevant Swap Financial Disclosure. In addition, Party B (at the direction of the Manager) or the Manager may request Party A to provide updated versions of Regulation AB (such request, a “the relevant Swap Financial Disclosure Request” and for inclusion in the Series Trust’s reports on Form 10-D, Form 10-K or Form 8-K to be filed with the Commission on a date before such requested information, subject to the last sentence of this paragraph, the “Swap Financial Disclosure”). Party A and Party B further agree that the Swap Financial Disclosure provided to meet the Swap Financial Disclosure Request will be the information set forth in Item 1115(b)(1reports are due.
(c) or Item 1115(b)(2) of Regulation AB, as applicable, and as specified by Party B. Upon the occurrence of a Swap Financial Disclosure Request, Party A, at its own expense, shall within 15 days four Local Business Days after receipt of such a Swap Financial Disclosure Request Request, provide Party B or the Manager with the relevant Swap Financial Disclosure described in Part 5.B(13)(b) of this Schedule.
(id) If Party A is not able to provide the Depositor with the relevant Swap Financial DisclosureDisclosure in accordance with Part 5.B(13)(c) of this Schedule, (ii) subject to satisfaction of the Rating Agency Condition and approval by then Party B (which approval will not be unreasonably withheld)A, at its own expense, shall secure another entity to replace Party A as party to this Agreement on terms substantially similar to this Agreement which entity is able to and will provide the Swap Financial Disclosure for such entity within the time period specified above or in Part 5.B(13)(c) of this Schedule (iii) subject to satisfaction the issuance of a Rating Notification by the Rating Agency Condition and approval by Party B Manager).
(which approval will not be unreasonably withheld)e) The parties agree that, obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that is able to provide the Swap Financial Disclosure for such affiliate, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to Party A, and cause such affiliate to provide Swap Financial Disclosure within the time period specified above. If if permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act. The parties agree that Party B and any affiliate of the Manager on its behalf, as applicable, are authorised to incorporate by reference into the prospectus of the Series Trust relating to the offer and sale of the US$ Notes any reports filed by Party B or any affiliate of the Manager on its behalf with the Commission pursuant to section 13(a) or 15(d) of the Exchange Act which contain any required Swap Financial Disclosure. The parties also agree that Party B and any affiliate of the Manager on its behalf, as applicable, are authorised to incorporate by reference into the prospectus of the Series Trust relating to the offer and sale of the US$ Notes any documents filed by Party A with the Commission pursuant to section 13(a) or 15(d) of the Exchange Act after the date of this Agreement and prior to the termination of the offering described in the prospectus of the Series Trust relating to the offer and sale of the US$ Notes.
(f) Party A shall indemnify Party B, the Manager, Macquarie Leasing Pty Limited and the Series Trust, the respective present and former directors, officers, employees and agents of each of the foregoing and each person, if any, who controls Party B, the Manager, Macquarie Leasing Pty Limited, or the Series Trust within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “indemnified persons”) and shall hold each of them harmless from and against any and all losses, claims, damages or liabilities (including legal fees and reasonable expenses) to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon:
(i) any untrue statement or alleged untrue statement of any material fact contained in the Swap Financial Disclosure provided by Party A;
(ii) any omission or alleged omission to state in the Swap Financial Disclosure provided by Party A a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or
(iii) any failure by Party A to provide Party B or the Manager with the relevant Swap Financial Disclosure when and as required under this Part 5.B(13); provided, however, that, if Party A secures another entity to replace Party A as party to this Agreement pursuant to Part 5.B(13)(d) of this Schedule, Party A shall not be liable for any losses, claims, damages or liabilities (including reasonable legal fees and expenses) to which any of the indemnified persons may become subject arising out of or based upon a failure by Party A to provide Party B or the Manager with the relevant Swap Financial Disclosure following the provision of the relevant Swap Financial Disclosure by the other entity to Party B or the Manager. The provisions of this Part 5.B(13)(f) shall not limit whatever rights Party B, the Manager or Macquarie Leasing Pty Limited may have under other provisions of this Agreement, the other Transaction Documents or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief. Perpetual Trustee Company Limited in its capacity as trustee of the SMART ABS Series 20[—]-[—]US Trust Xxxxx 00 000 Xxxx Xxxxxx Xxxxxx XXX 0000 Attention: Manager – Transaction Management Facsimile No: [—] Deal no: [—] CONFIRMATION – FIXED RATE SWAP IN RELATION TO SMART ABS SERIES 20[—]-[—]US TRUST The purpose of this letter is to set out the terms and conditions of the transaction between us effective from the Effective Date (the “Transaction”). This letter (the “Confirmation”) constitutes a “Confirmation” as referred to in, and supplements, forms part of and is subject to, the ISDA Master Agreement (“Master Agreement”) dated [—] 20[—] between Macquarie Securities Management Pty Limited (ABN 26 003 435 443) (the “Manager”), Perpetual Trustee Company Limited (ABN 42 000 001 007) (“Party B”) in its capacity as trustee of the SMART ABS Series 20[—]-[—]US Trust (the “Series Trust”) established under the Master Trust Deed and Trust Creation Deed and [—] (ABN [—]) (“Party A”) as amended and supplemented from time to time. All provisions contained in the Master Agreement govern this Confirmation except as expressly modified below. The definitions and provisions contained in the 2006 ISDA Definitions (as published by the International Swap Dealers Association, Inc.) are incorporated into this Confirmation. In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern. This Transaction constitutes a “Relevant Transaction” for the purposes of the Credit Support Annex. The terms of the Transaction are as follows:
Appears in 1 contract
Samples: Fixed Rate Swap Agreement (Macquarie Leasing Pty LTD)
Regulation AB Financial Disclosure. Party A acknowledges that for so long as there are reporting obligations with respect to any Transaction under this Agreement under Regulation AB, DaimlerChrysler Financial Services Americas LLC, as the Depositor under the Indenture (the “Depositor”) is required under Regulation AB to disclose certain information set forth in Regulation AB regarding Party A or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” of this Agreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to time in accordance with Item 1115 of Regulation AB. If the Depositor determines, reasonably and in good faith, that the “significance percentage” percentage of this Agreement has increased to 109%, then on any Business Day after the date of such determination the Depositor may request from Party A the same information set forth in Item 1115(b) of Regulation AB that would have been required if the significance percentage had in fact increased to 10% (such request, a “Swap Financial Disclosure Request” and such requested information, subject to the last sentence of this paragraph, the “Swap Financial Disclosure”). Party A and Party B further agree that the Swap Financial Disclosure provided to meet the Swap Financial Disclosure Request will be the information set forth in Item 1115(b)(1) or Item 1115(b)(2) of Regulation AB, as applicable, and as specified by Party B. . Upon the occurrence of a Swap Financial Disclosure Request, Party A, at its own expense, shall within 15 30 days after receipt of such Swap Financial Disclosure Request (or within 10 days after Party A being informed of the significance percentage reaching 10% after such Swap Financial Disclosure Request): (i) provide the Depositor with the Swap Financial Disclosure, (ii) subject to satisfaction of the Rating Agency Condition Confirmation and approval by Party B (which approval will not be unreasonably withheld), secure another entity to replace Party A as party to this Agreement on terms substantially similar to this Agreement which entity is able and will provide the Swap Financial Disclosure for such entity within the time period specified above or (iii) subject to satisfaction of the Rating Agency Condition Confirmation and approval by Party B (which approval will not be unreasonably withheld), obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that is able to provide the Swap Financial Disclosure for such affiliate, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to Party A, and cause such affiliate to provide Swap Financial Disclosure within the time period specified above. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act.. For purposes of clause (ii) above, Party B agrees that National Westminster Bank plc (“Nat West”) is an acceptable replacement party for Party A, subject to Rating Agency Confirmation and Nat West being able to provide the Swap Financial Disclosure within the time period specified above. 29
Appears in 1 contract
Samples: Isda Master Agreement