Tax Representation and Covenant. Any Certificateholder shall be required to represent and covenant in connection with such acquisition that (x) it has neither acquired, nor will it sell, trade or transfer any interest in the Trust or cause any interest in the Trust to be marketed on or through an "established securities market" within the meaning of Code section 7704(b)(1), including without limitation an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers by electronic means or otherwise, (y) unless the Transferor consents otherwise, such holder (i) is properly classified as, and will remain classified as, a "corporation" as described in Code section 7701(a)(3) and (ii) is not, and will not become, an S corporation as described in Code section 1361, and (z) it will (i) cause any participant with respect to such interest otherwise permitted hereunder to make similar representations and covenants for the benefit of the Transferor and the Trust and (ii) forward a copy of such representations and covenants to the Trustee. Each such Holder shall further agree in connection with its acquisition of such interest that, in the event of any breach of its (or its participant's) representation and covenant that it (or its participant) is and shall remain classified as a corporation other than an S corporation, the Transferor shall have the right to procure a replacement investor to replace such holder (or its participant), and further that such holder shall take all actions necessary to permit such replacement investor to succeed to its rights and obligations as a holder (or to the rights of its participant).
Tax Representation and Covenant. Any holder of an interest in the Trust acquired pursuant to Section 12.01(b) in respect of the Series 1997-J Certificates shall be required to represent and covenant in connection with such acquisition that (x) it has neither acquired, nor will it sell, trade or transfer any interest in the Trust or cause any interest in the Trust to be marketed on or through either (i) an "established securities market" within the meaning of Code section 7704(b)(1), including without limitation an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers by electronic means or otherwise or (ii) a "secondary market (or the substantial equivalent thereof)" within the meaning of Code section 7704(b)(2), including a market wherein interests in the Trust are regularly quoted by any person making a market in such interests and a market wherein any person regularly makes available bid or offer quotes with respect to interests in the Trust and stands ready to effect buy or sell transactions at the quoted prices for itself or on behalf of others, (y) unless the Seller consents otherwise, such holder (i) is properly classified as, and will remain classified as, a "corporation" as described in Code section 7701(a)(3) and (ii) is not, and will not become, an S corporation as described in Code section 1361, and (z) it will (i) cause any participant with respect to such interest otherwise permitted hereunder to make similar representations and covenants for the benefit of the Seller and the Trust and (ii) forward a copy of such representations and covenants to the Trustee. Each such holder shall further agree in connection with its acquisition of such interest that, in the event of any breach of its (or its participant's) representation and covenant that it (or its participant) is and shall remain classified as a corporation other than an S corporation, the Seller shall have the right to procure a replacement investor to replace such holder (or its participant), and further that such holder shall take all actions necessary to permit such replacement investor to succeed to its rights and obligations as a holder (or to the rights of its participant).
Tax Representation and Covenant. (a) It is the intention of the parties hereto that the Collateral Interest be treated under applicable tax law as indebtedness. In the event that the Collateral Interest is not so treated, it is the intention of the parties that the Collateral Interest be treated under applicable tax law as an interest in a partnership that owns the Receivables. In the event that the Collateral Interest is treated under applicable tax law as an interest in a partnership, it is the intention of the parties that the Collateral Interest be treated as guaranteed payments and, if for any reason it is not so treated, that the holder of the Collateral Interest be specially allocated gross interest income equal to the interest accrued during each Interest Period on the Collateral Interest.
Tax Representation and Covenant. Notwithstanding Section 6.3 of the Pooling and Servicing Agreement, Seller shall not execute, and the Transfer Agent and Registrar shall not register the transfer of, any Class B Certificate, if after giving effect to the execution or transfer of such Class B Certificate, there would be more than 5 Private Holders of Class B Certificates. For purposes of this Supplement and the Pooling Agreement, each Holder of a Class B Certificate shall be a "Private Holder."
Tax Representation and Covenant. Notwithstanding Section 6.3 of the Pooling and Servicing Agreement, Seller shall not execute, and the Transfer Agent and Registrar shall not register the transfer of, (i) any Class C Certificate, if after giving effect to the execution or transfer of such Class Certificate, there would be more than 10 Private Holders of Class C Certificates or (ii) any Class D Certificate, if after giving effect to the execution or transfer of such Class D Certificate, there would be more than 3 Private
Tax Representation and Covenant. 48 SECTION 16.
Tax Representation and Covenant. 28 SECTION 16. Transfers of the Certificates.................................28 SECTION 17.
Tax Representation and Covenant. 45 SECTION 17. Certain Tax Related and Other Amendments......................45 EXHIBITS EXHIBIT A-1 Form of Class A Certificate EXHIBIT A-2 Form of Class B Certificate EXHIBIT A-3 Form of Class C Certificate EXHIBIT A-4 Form of Class D Certificate EXHIBIT B Form of Monthly Payment Instructions and Notification to the Trustee EXHIBIT C Form of Monthly Certificateholders' Statement EXHIBIT D-1 Form of Class A Cap Agreement EXHIBIT D-2 Form of Class B Cap Agreement This SERIES 1999-1 SUPPLEMENT, dated as of ____ __, 1999 (this "Supplement"), is among CHARMING SHOPPES RECEIVABLES CORP., a Delaware corporation, as Seller (the "Seller"), SPIRIT OF AMERICA, INC., a Delaware corporation, as Servicer (the "Servicer"), and FIRST UNION NATIONAL BANK, as Trustee (the "Trustee") under the Second Amended and Restated Pooling and Servicing Agreement dated as of November 25, 1997 among the Seller, the Servicer and the Trustee, as amended on ________ __, 1999 (as further amended or otherwise modified from time to time, the "Agreement").
Tax Representation and Covenant. Any holder of an interest in the Trust acquired pursuant to Section 12.1(b) in respect of the Series 1997-1 Certificates shall be required to represent and covenant in connection with such acquisition that (x) it has neither acquired, nor will it sell, trade or transfer any interest in the Trust or cause any interest in the Trust to be marketed on or through either (i) an "established securities market" within the meaning of Code section 7704(b)(1), including without limitation an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers by electronic means or otherwise or (ii) a "secondary mar-
Tax Representation and Covenant. 44 EXHIBITS EXHIBIT A-1 Form of Class A Certificate EXHIBIT A-2 Form of Class B Certificate EXHIBIT B Form of Monthly Payment Instructions and Notification to the Trustee EXHIBIT C Form of Monthly Series 2000-1 Certificateholders' Statement SCHEDULE I Schedule to Exhibit C of the Pooling and Servicing Agreement with respect to the Investor Certificates Series 2000-1 SUPPLEMENT, dated as of June 28, 2000 (this "Series Supplement"), by and among XXXXXXX ASSET FUNDING COMPANY, as Transferor, XXXXXXX NATIONAL BANK, as Servicer, and THE CHASE MANHATTAN BANK, as Trustee under the Amended and Restated Pooling and Servicing Agreement dated as of June 28, 2000 between the Transferor, the Servicer and the Trustee (as may be amended, modified or supplemented from time to time, the "Agreement").
