Tender of Exchangeable Transferor Certificate. (a) Upon any Exchange, the Trustee shall issue to the Holder of the Exchangeable Transferor Certificate under Section 6.01, for execution and redelivery to the Trustee for authentication under Section 6.02, one or more new Series of Investor Certificates. Each Investor Certificate of any such Series of Investor Certificates shall be substantially in the form specified in the related Supplement and shall bear, upon its face, the designation for such Series to which it belongs, as selected by the Transferor. Except as specified in any Supplement for a related Series, all Investor Certificates of any Series shall rank pari passu and be equally and ratably entitled as provided herein to the benefits hereof (except that the Enhancement provided for any Series shall not be available for any other Series) without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Agreement and the related Supplement. (b) The Holder of the Exchangeable Transferor Certificate may tender the Exchangeable Transferor Certificate to the Trustee in exchange for (i) one or more newly issued Series of Investor Certificates and (ii) if there is a currently existing Exchangeable Transferor Certificate, upon presentation of such Exchangeable Transferor Certificate to the Trustee for cancellation, a new Exchangeable Transferor Certificate in certificated form dated the Exchange Date (any such tender, a "Transferor Exchange"). In addition, to the extent permitted for any Series of Investor Certificates as specified in the related Supplement, the Investor Certificateholders of such Series may tender their Investor Certificates and, if there is a currently existing Exchangeable Transferor Certificate in certificated form, the Holder of the Exchangeable Transferor Certificate may tender the Exchangeable Transferor Certificate to the Trustee pursuant to the terms and conditions set forth in such Supplement in exchange for (i) one or more newly issued Series of Investor Certificates and (ii) upon presentation of such Exchangeable Transferor Certificate to the Trustee for cancellation, a new Exchangeable Transferor Certificate in certificated form dated the Exchange Date (an "Investor Exchange"). The Transferor Exchange and Investor Exchange are referred to collectively herein as an "Exchange." The Holder of the Exchangeable Transferor Certificate may perform an Exchange by notifying the Trustee, in writing at least five days in advance (an "Exchange Notice") of the date upon which the Exchange is to occur (an "Exchange Date"). Any Exchange Notice shall state the designation of any Series to be issued on the Exchange Date and, with respect to each such Series: (a) its Initial Invested Amount (or the method for calculating such Initial Invested Amount), which at any time may not be greater than the current principal amount of the Exchangeable Transferor Certificate at such time (or in the case of an Investor Exchange, the sum of the Invested Amount of the Series of Investor Certificates to be exchanged plus the current principal amount of the Exchangeable Transferor Certificate), (b) its Certificate Rate (or the method for allocating interest payments or other cash flows to such Series), if any, and (c) the Enhancement Provider, if any, with respect to such Series. On the Exchange Date, the Trustee shall authenticate and deliver any such Series of Investor Certificates only upon delivery to it of the following: (a) a Supplement satisfying the criteria set forth in subsection 6.09(c) executed by the Transferor and specifying the Principal Terms of such Series, (b) the applicable Enhancement, if any, (c) the agreement, if any, pursuant to which the Enhancement Provider agrees to provide the Enhancement, if any, (d) an Opinion of Counsel to the effect that, unless otherwise specified in the related Supplement, the newly issued Series of Investor Certificates will be treated as debt for Federal income tax purposes and that the issuance of the newly issued Series of Investor Certificates will not adversely affect the Federal income tax characterization of the Holder of any outstanding Series of Investor Certificates or any Certificate Owner, (e) written confirmation from each Rating Agency that the Exchange will not result in such Rating Agency's reducing or withdrawing its rating on any then outstanding Series as to which it is a Rating Agency, (f) an Officer's Certificate signed by a Vice President (or any more senior officer) of the Transferor, that on the Exchange Date (i) the Transferor, after giving effect to the Exchange, would not be required to add Additional Accounts pursuant to subsection 2.06(a) and (ii) after giving effect to such Exchange, the Transferor Interest would be at least equal to the Minimum Transferor Interest, and (g) the existing Exchangeable Transferor Certificate, if any, or applicable Investor Certificates, as the case may be. Upon satisfaction of such conditions, the Trustee shall cancel the existing Exchangeable Transferor Certificate, if any, or applicable Investor Certificates, as the case may be, and issue, as provided above, such Series of Investor Certificates and, if any such Exchangeable Transferor Certificate shall have been cancelled, a new Exchangeable Transferor Certificate, dated the Exchange Date. There is no limit to the number of Exchanges that may be performed under this Agreement. (c) In conjunction with an Exchange, the parties hereto shall execute a Supplement, which shall specify the relevant terms with respect to any newly issued Series of Investor Certificates, which may include without limitation: (i) its name or designation, (ii) an Initial Invested Amount or the method of calculating the Initial Invested Amount, (iii) the Certificate Rate (or formula for the determination thereof), (iv) the Closing Date, (v) the rating agency or agencies rating such Series, (vi) the name of the Clearing Agency, if any, (vii) the rights of the Holder of the Exchangeable Transferor Certificate that have been transferred to the Holders of such Series pursuant to such Exchange (including any rights to allocations of Collections of Finance Charge Receivables and Principal Receivables), (viii) the interest payment date or dates and the date or dates from which interest shall accrue, (ix) the method of allocating Collections with respect to Principal Receivables for such Series and, if applicable, with respect to other Series and the method by which the principal amount of Investor Certificates of such Series shall amortize or accrete and the method for allocating Collections with respect to Finance Charge Receivables and Receivables in Defaulted Accounts, (x) the names of any accounts to be used by such Series and the terms governing the operation of any such account, (xi) the Series Servicing Fee Percentage, (xii) the Minimum Transferor Interest, (xiii) the Series Termination Date, (xiv) the terms of any Enhancement with respect to such Series, (xv) the Enhancement Provider, if applicable, (xvi) the base rate applicable to such Series, (xvii) the terms on which the Certificates of such Series may be repurchased or remarketed to other investors, (xviii) any deposit into any account provided for such Series, (xix) the number of Classes of such Series, and if more than one Class, the rights and priorities of each such Class, (xx) whether Interchange or other fees will be included in the funds available to be paid for such Series, (xxi) the priority of any Series with respect to any other Series, (xxii) the rights, if any, of the holders of the Exchangeable Transferor Certificates that have been transferred to the holders of such Series, (xxiii) the Minimum Aggregate Principal Receivables, (xxiv) whether such Series will be part of a Group, and (xxv) any other relevant terms of such Series (including whether or not such Series will be pledged as collateral for an issuance of any other securities, including commercial paper) (all such terms, the "Principal Terms" of such Series). The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. If on the date of the issuance of such series there is issued and outstanding one or more Series of Investor Certificates and no Series of Investor Certificates is currently rated by a Rating Agency, then as a condition to such Exchange a nationally recognized investment banking firm or commercial bank shall also deliver to the Trustee an officer's certificate stating, in substance, that the Exchange will not have an adverse effect on the timing or distribution of payments to such other Series of Investor Certificates then issued and outstanding.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Bank One Delaware National Association), Pooling and Servicing Agreement (First Usa Credit Card Master Trust)

Tender of Exchangeable Transferor Certificate. (a) Upon any Exchange, the ~~Trustee~~ Transferor shall ~~issue to the Holder of the Exchangeable Transferor Certificate under Section 6.01, for execution and redelivery~~ deliver to the Trustee for authentication under Section ~~6.02~~6.2, one or more new Series of Investor Certificates. ~~Each Investor Certificate of any~~ Any such Series of Investor Certificates shall be substantially in the form specified in the related Supplement and shall bear, upon its face, the designation for such Series to which it belongs, as selected by the Transferor. Except as specified in any Supplement for a related Series, all Investor Certificates of any Series shall rank pari passu and be equally and ---- ----- ratably entitled as provided herein to the benefits hereof (except that the Enhancement provided for any Series shall not be available for any other Series) without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Agreement and the related Supplement. (b) The Holder of the Exchangeable Transferor Certificate may (i) tender the Exchangeable Transferor Certificate to the Trustee in exchange for (iA) one or more newly issued Series of Investor Certificates, or (B) a reissued Exchangeable Transferor Certificate, (ii) request the Trustee to issue to it one or more Classes of any newly issued Series of Investor Certificates which upon payment by the purchaser thereof of the Initial Invested Amount of such Certificates to a Defeasance Account, will represent an interest in the Trust equal to such Initial Invested Amount (an "Unfunded Certificate") or (iii) take a combination of the actions specified in clauses (i) and (ii) ~~if there~~ provided that the sum of the amount of Transferor Interest which is ~~a currently existing Exchangeable Transferor Certificate, upon presentation~~ tendered under clause (i) and the amount to be paid to the Defeasance Account under clause (ii) equals the Initial Invested Amount of ~~such~~ the Investor Certificates delivered to the Holder of the Exchangeable Transferor Certificate ~~to the Trustee for cancellation, a new Exchangeable Transferor Certificate in certificated form dated the Exchange Date~~ (any such ~~tender~~event under clauses (i), (ii) or (iii), a "Transferor Exchange"). In addition, to the extent permitted for any Series of Investor Certificates as specified in the related Supplement, the Investor Certificateholders of such Series may tender their Investor Certificates ~~and, if there is a currently existing Exchangeable Transferor Certificate in certificated form,~~ and the Holder of the Exchangeable Transferor Certificate may tender the Exchangeable Transferor Certificate to the Trustee pursuant to the terms and conditions set forth in such Supplement in exchange for (i) one or more newly issued Series of Investor Certificates and (ii) ~~upon presentation of such~~ a reissued Exchangeable Transferor Certificate ~~to the Trustee for cancellation, a new Exchangeable Transferor Certificate in certificated form dated the Exchange Date~~ (an "Investor Exchange"). Notwithstanding anything to the contrary herein, the Transferor shall not be permitted to deposit money into any Defeasance Account. The Transferor Exchange and Investor Exchange are referred to collectively herein as an "Exchange." The Holder of the Exchangeable Transferor Certificate may perform an Exchange by notifying the Trustee, in ~~writing~~ writing, at least five ~~days~~ Business Days in advance (an "Exchange Notice") of the date upon which the Exchange is to occur (an "Exchange Date"). Any Exchange Notice shall state the designation of any Series to be issued on the Exchange Date and, with respect to each such Class or Series: (a) its Initial Invested Amount (or the method for calculating such Initial Invested Amount), which at any time may not be greater than the current principal amount of the Exchangeable Transferor Certificate at such time (or in the case of an Investor Exchange, the sum of the Invested Amount of ~~the~~ any Class or Series of Investor Certificates to be exchanged plus the current principal amount of the Exchangeable Transferor Certificate)) taking into account any Receivables transferred to the Trust simultaneous with such Exchange, (b) its Certificate Rate (or the method for allocating interest payments or other cash flows to such Series), if any, and (c) the Enhancement Provider, if any, with respect to such Series. On the Exchange Date, the Trustee shall authenticate and deliver any such Class or Classes of Series of Investor Certificates only upon delivery to it of the following: (a) a Supplement satisfying the criteria set forth in subsection ~~6.09(c~~6.9(c) and in form reason-ably satisfactory to the Trustee executed by the Transferor and the Servicer and specifying the Principal Terms of such Series, (b) the applicable Enhancement, if any, (c) the agreement, if any, pursuant to which the Enhancement Provider agrees to provide the Enhancement, if any, (d) an Opinion of Counsel to the effect ~~that, unless otherwise specified in the related Supplement,~~ that (i) any Class of the newly issued Series of Investor Certificates sold to third parties will be ~~treated~~ characterized as ~~debt~~ either indebtedness or partnership interests for Federal and applicable state income tax purposes ~~and~~ or (ii) that the issuance of the newly issued Series of Investor Certificates will not adversely affect the Federal or Minnesota income tax characterization ~~of the Holder~~ of any outstanding Series of Investor Certificates or ~~any Certificate Owner~~the taxability of the Trust under Federal or Minnesota income tax laws, (e) written confirmation from each Rating Agency that the Exchange will not result in such Rating Agency's reducing or withdrawing its rating on any then outstanding Series as to which it is a Rating Agency, (f) an Officer's Certificate ~~signed by a Vice President (or any more senior officer)~~ of the Transferor, that on the Exchange Date (i~~) the Transferor, after giving effect to the Exchange, would not be required to add Additional Accounts pursuant to subsection 2.06(a) and (ii~~) after giving effect to such Exchange, the Transferor Interest would be at least equal to the Minimum Transferor Interest, (ii) the Retained Interest would be at least equal to the Minimum Retained Interest, and (iii) taking into account the certificates of the newly issued Series, more than 20% (by Invested Amount and by value) of the outstanding certificates issued by the Trust with respect to which no Opinion of Counsel was issued that the applicable class would be treated as debt for federal income tax purposes (including the Transferor Certificate and each Transferor Retained Class) shall, by their terms, be prohibited from being Transferred, (g) the existing Exchangeable Transferor ~~Certificate, if any,~~ Certificate or applicable Investor Certificates, as the case may bebe and (h) such other documents, certificates and Opinions of Counsel as may be required by the applicable Supplement. Upon satisfaction of such conditions, the Trustee shall cancel the existing Exchangeable Transferor ~~Certificate, if any,~~ Certificate or applicable Investor Certificates, as the case may be, and issue, as provided above, such Series of Investor Certificates ~~and, if any such Exchangeable Transferor Certificate shall have been cancelled,~~ and a new Exchangeable Transferor Certificate, dated the Exchange Date. There is no limit to the number of Exchanges that may be performed under this Agreement. (c) In conjunction with an Exchange, the parties hereto shall execute a Supplement, which shall specify the relevant terms with respect to any newly issued Series of Investor Certificates, which may include without limitation: (i) its name or designation, (ii) an the Initial Invested Amount or the method of calculating the Initial Invested Amount, (iii) the Certificate Rate (or formula for the determination thereof), (iv) the Closing Date, (v) the rating agency or agencies rating such Series, (vi) the name of the Clearing Agency, if any, (vii) the rights of the Holder of the Exchangeable Transferor Certificate that have been transferred to the Holders of such Series pursuant to such Exchange (including any rights to allocations of Collections of ~~Finance Charge Receivables and~~ Principal Receivables), (viii) the interest payment date or dates and the date or dates from which interest shall accrue, (ix) the method of allocating Principal Collections ~~with respect to Principal Receivables~~ for such ~~Series and, if applicable, with respect to other~~ Series and the method by which the principal amount of Investor Certificates of such Series shall amortize or ~~accrete~~ accrue and the method for allocating ~~Collections with respect to Finance Charge Receivables and Receivables in~~ Defaulted ~~Accounts~~Receivables, (x) the names of any accounts to be used by such Series and the terms governing the operation of any such account, (xi) the Series Servicing Fee Percentage, (xii) the Minimum Transferor Interest, (xiii) the Series Termination Date, (xiv) the terms of any Enhancement with respect to such Series, (xv) the Enhancement Provider, if applicable, (xvi) the base rate applicable to such Series, (xvii) the terms on which the Certificates of such Series may be repurchased or remarketed to other investors, (xviii) any deposit into any account provided for such Series, (xix) the number of Classes of such ~~Series~~Series and, ~~and~~ if more than one Class, the rights and priorities of each such Class, (xx) whether ~~Interchange or other~~ any fees will be included in the funds available to be paid for such Series, (xxi) the ~~priority~~ subordination of ~~any~~ such Series ~~with respect~~ to any other Series, (xxii) the ~~rights, if any, of the holders of the Exchangeable Transferor Certificates that have been transferred to the holders of such Series~~Pool Factor, (xxiii) the Minimum Aggregate Principal Receivables, (xxiv) whether such Series will be a part of a ~~Group~~group or subject to being paired with any other Series, (xxv) whether such Series will be pre-funded, and (~~xxv~~xxvi) any other relevant terms of such Series (including whether or not such Series will be pledged as collateral for an issuance of any other securities, including commercial paper) (all such terms, ~~the "Principal~~ the"Principal Terms" of such Series). The terms of such Supplement may modify or amend the terms of this ~~Agreement~~ Agreement, solely as applied to such new Series. If on the date of the issuance of such ~~series~~ Series there is issued and outstanding one or more Series of Investor Certificates and no Series of Investor Certificates is currently rated by a Rating Agency, then as a condition to such Exchange a nationally recognized investment banking firm or commercial bank shall also deliver to the Trustee an officer's certificate stating, in substance, that the Exchange will not have an adverse effect on the timing or distribution of payments to such other Series of Investor Certificates then issued and outstanding. (d) The Transferor may surrender the Exchangeable Transferor Certificate to the Trustee in exchange for a newly issued Exchangeable Transferor Certificate and a second certificate (a "Supplemental Certificate"), the terms of which shall be defined in a supplement to this Agreement (which supplement shall be subject to Section 13.01 hereof to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or a Person designated by the Transferor, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions: (i) following such exchange, the Transferor Interest (less any interest therein represented by any Supplemental Certificates) in the Principal Receivables in the Trust equals or exceeds the greater of the Minimum Transferor Interest and the Minimum Retained Interest following such exchange, (ii) following such exchange the sum of (a) the Transferor Interest (less any interest therein represented by any Supplemental Certificates) in the Principal Receivables and (b) the interest in Principal Receivables represented by the Transferor Retained Certificates equals or exceeds, on the day following such exchange, 20% of the sum of (x) the Transferor Interest (including any interest therein represented by any Supplemental Certificate) and (y) the interest in Principal Receivables represented by the Transferor Retained Certificates on such date, and (iii) the Trustee received prior to such exchange (A) a letter from the Rating Agency stating that the then current ratings on the Investor Certificates of each rated class of each Series then outstanding will not be reduced or withdrawn because of the issuance of such Supplemental Certificate and (B) an Opinion of Counsel to the effect that (i) such Supplemental Certificate will be characterized as either indebtedness or a partnership interest for Federal and applicable state income tax purposes or (ii) that such Supplemental Certificate will not adversely affect the Federal, Minnesota or Delaware income tax characterization of any outstanding Series of Investor Certificates or the taxability of the Trust under Federal, Minnesota or Delaware income tax laws, transferred or exchanged only upon satisfaction of the conditions set forth in clause (iii) above.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Greentree Floorplan Funding Corp), Pooling and Servicing Agreement (Greentree Floorplan Funding Corp)

Tender of Exchangeable Transferor Certificate. (a) Upon any Exchange, the Trustee shall issue to the ~~Holder~~ Transferors under Section 6.01 of the ~~Exchangeable Transferor Certificate under Section 6.01,~~ Agreement for execution and redelivery to the Trustee for authentication under Section ~~6.02,~~ 6.02 of the Agreement one or more new Series of Investor Certificates. ~~Each Investor Certificate of any~~ Any such Series of Investor Certificates shall be substantially in the form specified in the ~~related~~ applicable Supplement and shall bear, upon its face, the designation for such Series to which it ~~belongs, as~~ belongs so selected by the ~~Transferor~~Transferors. Except as specified in any Supplement for a related Series, all Investor Certificates of any Series shall ~~rank pari passu and~~ be equally and ratably entitled as provided herein to the benefits hereof ~~(except that the Enhancement provided for any Series shall not be available for any other Series)~~ without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Agreement and the ~~related~~ applicable Supplement. (b) The ~~Holder of the Exchangeable Transferor Certificate~~ Transferors may tender the Exchangeable Transferor Certificate to the Trustee in exchange for (i) one or more newly issued Series of Investor Certificates and (ii) ~~if there is~~ a ~~currently existing Exchangeable Transferor Certificate, upon presentation of such~~ reissued Exchangeable Transferor Certificate ~~to the Trustee for cancellation, a new Exchangeable Transferor Certificate in certificated form dated the Exchange Date~~ (any such tender, a "Transferor Exchange"). In addition, to the extent permitted for any Series of Investor Certificates as specified in the related Supplement, the Investor Certificateholders of such Series may tender their Investor Certificates and, if there is a currently existing Exchangeable Transferor Certificate in certificated form, the Holder of the Exchangeable Transferor Certificate may tender the Exchangeable Transferor Certificate to the Trustee pursuant to the terms and conditions set forth in such Supplement in exchange for (i) one or more newly issued Series of Investor Certificates and (ii) upon presentation of such Exchangeable Transferor Certificate to the Trustee for cancellation, a new Exchangeable Transferor Certificate in certificated form dated the Exchange Date (an "~~Investor~~ Exchange"). The ~~Transferor Exchange and Investor Exchange are referred to collectively herein as an "Exchange." The Holder of the Exchangeable Transferor Certificate~~ Transferors may perform an Exchange by notifying the Trustee, in writing at least ~~five~~ three days in advance (an "Exchange Notice") of the date upon which the Exchange is to occur (an "Exchange Date"). Any Exchange Notice shall state the designation of any Series to be issued on the Exchange Date and, with respect to each such Series: (ax) its Initial Invested Amount (or the method for calculating such Initial Invested Amount), ~~which~~ if any, which, in the aggregate, at any ~~time~~ time, may not be greater than the current principal amount of the Exchangeable Transferor Certificate less the product of the Minimum Transferor Percentage and. the Trust Principal Component at such ~~time~~ time, and (or in the case of an Investor Exchange, the sum of the Invested Amount of the Series of Investor Certificates to be exchanged plus the current principal amount of the Exchangeable Transferor Certificate), (by) its Certificate Rate (or the method for allocating interest payments or other cash ~~flows~~ flow to such Series), if any~~, and (c) the Enhancement Provider, if any, with respect to such Series~~. On the Exchange Date, the Trustee shall only authenticate and deliver any such Series ~~of Investor Certificates only~~ upon delivery to it of the following: (aA) a Supplement ~~satisfying~~ in form satisfactory to the ~~criteria set forth in subsection 6.09(c)~~ Trustee executed by the ~~Transferor~~ Transferors and specifying the Principal Terms of such Series, (bB) the applicable Enhancement, if any, (~~c) the agreement, if any, pursuant to which the Enhancement Provider agrees to provide the Enhancement, if any, (d~~C) an ~~Opinion~~ opinion of Counsel to the effect ~~that, unless otherwise specified in the related Supplement,~~ that the newly issued Series of Investor Certificates will be ~~treated~~ characterized as ~~debt~~ either indebtedness or an interest in a partnership under existing law for Federal income tax purposes and that the issuance of the newly issued Series of Investor Certificates will not ~~adversely affect~~ have any material adverse impact on the Federal income tax characterization ~~of the Holder~~ of any outstanding Series of Investor Certificates ~~or any Certificate Owner~~that have been the subject of a previous opinion of tax counsel, (eD) an agreement, if any, pursuant to which the Enhancement Provider agrees to provide Enhancement, (E) written confirmation from each Rating Agency that the Exchange will not result in such Rating Agency's reducing or withdrawing its rating on any then outstanding Series ~~as to which~~ rated by it is a Rating Agency, (f) an Officer's Certificate signed by a Vice President (or any more senior officer) of the Transferor, that on the Exchange Date (i) the Transferor, after giving effect to the Exchange, would not be required to add Additional Accounts pursuant to subsection 2.06(a) and (~~ii) after giving effect to such Exchange, the Transferor Interest would be at least equal to the Minimum Transferor Interest, and (g~~F) the existing Exchangeable Transferor Certificate~~, if any, or applicable Investor Certificates, as the case may be~~. Upon satisfaction of such conditions, the Trustee shall cancel the existing Exchangeable Transferor ~~Certificate, if any, or applicable Investor Certificates, as the case may be,~~ Certificate and issue, as provided above, such Series of Investor Certificates ~~and, if any such Exchangeable Transferor Certificate shall have been cancelled, a~~ and new Exchangeable Transferor Certificate, dated the Exchange Date~~. There is no limit to the number of Exchanges that may be performed under this Agreement~~. (c) In conjunction with an Exchange, the parties hereto shall execute a Supplement, which shall specify the relevant terms with respect to any ~~newly issued~~ Series of Investor Certificates, which may ~~include~~ include, without limitation: (i) its name or designation, (ii) an Initial Invested Amount or the method of calculating the Initial Invested Amount, (iii) ~~the~~ a Certificate Rate (or formula for the determination thereof), (iv) the ~~Closing Date, (v) the rating agency or agencies rating such Series, (vi) the name of the Clearing Agency, if any, (vii) the~~ rights of the ~~Holder~~ Holders of the Exchangeable Transferor Certificate that have been transferred to the Holders of such Series pursuant to such Exchange (including any rights to allocations of Yield Collections ~~of Finance Charge Receivables~~ and Principal ~~Receivables~~Collections), (~~viii~~v) the interest payment date or dates and the date or dates from which interest shall accrue, (ixvi) the method of allocating Principal Collections ~~with respect to Principal Receivables~~ for such Series and, if applicable, with respect to other Series and the method by which the principal amount of Investor Certificates of such Series shall amortize or accrete and the method for allocating Yield Collections ~~with respect to Finance Charge Receivables~~ and Receivables in Defaulted Accounts, (xvii) the names of any accounts to be used by such Series and the terms governing the operation of any such account, (xiviii) the ~~Series~~ Servicing Fee Percentage, (~~xii~~ix) the Minimum Transferor ~~Interest~~Percentage, (~~xiii~~x) the Minimum Trust Principal Component, (xi) the Series Termination Date, (~~xiv~~xii) the terms of any Enhancement, (xiii) the Enhancement ~~with respect to such Series~~Provider, (xiv) the base rate, if any, (xv) the ~~Enhancement Provider, if applicable, (xvi) the base rate applicable to such Series, (xvii)~~ Repurchase Terms or the terms on which the Certificates of such Series may be ~~repurchased or~~ remarketed to other investors, (~~xviii~~xvi) any deposit into any account provided for such Series, (~~xix~~xvii) the number of Classes of such Series, and if more than one Class, the rights and priorities of each such Class, (xxxviii) the extent to which the Investor Certificates will be issuable in temporary or permanent global form, and in such case, the depository for such global certificate or certificates, the terms and conditions, if any, upon which such global certificate may be exchanged in whole or in part for Definitive Certificates, and the manner in which any interest payable on a temporary or global certificate will be paid, (xix) whether ~~Interchange or other fees will~~ the Certificates may be ~~included~~ issued in ~~the funds available to be paid for such Series~~bearer form and any limitations imposed thereon, (~~xxi~~xx) the priority of any Series with respect to any other Series, (xxii) the rights, if any, of the holders of the Exchangeable Transferor Certificates that have been transferred to the holders of such Series, (xxiii) the Minimum Aggregate Principal Receivables, (xxivxxi) whether such Series will be ~~part of a Group~~an Excess Allocation Series, and (~~xxv~~xxii) any other relevant terms of such Series ~~(including whether or not such Series will be pledged as collateral for an issuance of any other securities, including commercial paper)~~ (all such terms, the "Principal Terms" of such Series). ~~The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series.~~ If on the date of the issuance of such ~~series~~ Series there is issued and outstanding ~~one or more Series of Investor Certificates and~~ no Series of Investor Certificates which is currently rated by a Rating Agency, then as a condition to such Exchange a nationally recognized investment banking firm or commercial bank shall also deliver to the Trustee an officer's certificate stating, in substance, that the Exchange will not have an adverse effect on the timing or distribution of payments to such other Series of Investor Certificates then issued and outstanding.

Appears in 2 contracts

Samples: Master Pooling and Servicing Agreement (American Express Credit Account Master Trust), Master Pooling and Servicing Agreement (American Express Centurion Bank)

Tender of Exchangeable Transferor Certificate. (a) The Transferor and the Trustee may at any time and from time to time enter into one or more Supplements for the purpose of authorizing the issuance by 72 the Trust to the Transferor, one or more Series of Investor Certificates. Upon any Exchange, the Trustee shall issue to the ~~Holder~~ Transferor under Section 6.1 for execution (unless the Trustee is to execute such Series on behalf of the ~~Exchangeable Transferor Certificate under Section 6.01~~Trust, ~~for execution~~ as specified in the applicable Supplement) and redelivery to the Trustee for authentication under Section ~~6.02,~~ 6.2 one or more new Series of Investor Certificates. ~~Each Investor Certificate of any~~ Any such Series of Investor Certificates shall be substantially in the form specified in the ~~related~~ applicable Supplement and shall bear, upon its face, the designation for such Series to which it ~~belongs, as~~ belongs so selected by the Transferor. Except as specified in ~~any~~ the Supplement for ~~a related~~ any Series as to differing treatment of the Investor Certificates within such Series, all Investor Certificates of any Series shall ~~rank pari passu and~~ be equally and ratably entitled as provided herein to the benefits hereof ~~(except that the Enhancement provided for any Series shall not be available for any other Series)~~ without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Agreement and the ~~related~~ applicable Supplement. (b) The Holder of the Exchangeable Transferor Certificate may tender the Exchangeable Transferor Certificate to the Trustee in exchange for (i) one or more newly issued Series of Investor Certificates and (ii) ~~if there is~~ a ~~currently existing Exchangeable Transferor Certificate, upon presentation of such~~ reissued Exchangeable Transferor Certificate ~~to the Trustee for cancellation, a new Exchangeable Transferor Certificate in certificated form dated the Exchange Date~~ (any such tender, a "Transferor Exchange"). In addition, to the extent permitted for any Series of Investor Certificates as specified in the related Supplement, the Investor Certificateholders of such Series may tender their Investor Certificates and, if there is a currently existing Exchangeable Transferor Certificate in certificated form, the Holder of the Exchangeable Transferor Certificate may tender the Exchangeable Transferor Certificate to the Trustee pursuant to the terms and conditions set forth in such Supplement in exchange for (i) one or more newly issued Series of Investor Certificates and (ii) upon presentation of such Exchangeable Transferor Certificate to the Trustee for cancellation, a new Exchangeable Transferor Certificate in certificated form dated the Exchange Date (an "~~Investor~~ Exchange"). The Transferor ~~Exchange and Investor Exchange are referred to collectively herein as an "Exchange." The Holder of the Exchangeable Transferor Certificate~~ may perform an Exchange by notifying the Trustee, in writing at least ~~five~~ three (3) days in advance (an "Exchange Notice") of the date upon which the Exchange is to occur (an "Exchange Date"). Any Exchange Notice shall state the designation of any Series to be issued on the Exchange Date and, with respect to each such Series: (ax) its Initial ~~Invested~~ Investor Amount (or the method for calculating such Initial ~~Invested~~ Investor Amount), ~~which~~ if any, which, in the aggregate, at any ~~time~~ time, may not be greater than the current principal amount of the Exchangeable Transferor Certificate less the product of the Minimum Transferor Interest Percentage and the Aggregate Principal Receivables at such ~~time~~ time, and (or in the case of an Investor Exchange, the sum of the Invested Amount of the Series of Investor Certificates to be exchanged plus the current principal amount of the Exchangeable Transferor Certificate), (by) its Certificate Rate (or the method for allocating interest payments or other cash flows to such Series), if ~~any,~~ any and (cz) the ~~Enhancement Provider~~applicable Enhancement, if any, ~~with respect to~~ for such ~~Series~~Investor Certificates. On the Exchange Date, the Trustee shall authenticate and deliver any such Series ~~of Investor Certificates~~ only upon delivery to it of the following: (aA) a Supplement ~~satisfying~~ in form satisfactory to the ~~criteria set forth in subsection 6.09(c)~~ Trustee executed by the Transferor and specifying the Principal Terms of such Series, (bB) the applicable Enhancement, if any, (~~c) the agreement, if any, pursuant to which the Enhancement Provider agrees to provide the Enhancement, if any, (d~~C) an Opinion of Counsel to the effect that, unless otherwise specified in the related Supplement, the newly issued Series of Investor Certificates will be ~~treated~~ characterized as ~~debt~~ either indebtedness or an interest in a partnership under existing law for Federal income tax purposes and that the issuance of the newly issued Series of Investor Certificates will not ~~adversely affect~~ have any material adverse effect on the Federal income tax characterization ~~of the Holder~~ of any outstanding Series of Investor Certificates that have been the subject of a previous opinion of tax counsel or ~~any Certificate Owner~~result in the Trust being taxable as an association for Federal or applicable state tax purposes (such opinion, a "Tax Opinion"), (eD) an agreement, if any, pursuant to which the Enhancement Provider agrees to provide Enhancement, (E) written confirmation from each Rating Agency that the Exchange will ~~not result in such~~ satisfy the Rating ~~Agency's reducing or withdrawing its rating on any then outstanding Series as to which it is a Rating Agency,~~ Agency Condition and (~~f) an Officer's Certificate signed by a Vice President (or any more senior officer) of the Transferor, that on the Exchange Date (i~~F) the ~~Transferor~~existing Exchangeable Transferor Certificate, ~~after giving effect to the Exchange, would not be required to add Additional Accounts pursuant to subsection 2.06(a) and (ii) after giving effect to such Exchange,~~ together with a written certification from the Transferor ~~Interest would be~~ that the Transferor Amount is at least equal to the Minimum Transferor ~~Interest, and (g) the existing Exchangeable Transferor Certificate, if any, or applicable Investor Certificates, as the case may be~~Amount. Upon satisfaction of such conditions, the Trustee shall cancel the existing Exchangeable Transferor ~~Certificate, if any, or applicable Investor Certificates, as the case may be,~~ Certificate and issue, as provided above, such Series of Investor Certificates ~~and, if any such Exchangeable Transferor Certificate shall have been cancelled, a~~ and new Exchangeable Transferor Certificate, dated the Exchange Date~~. There is no limit to the number of Exchanges that may be performed under this Agreement~~. (c) In conjunction with an Exchange, the parties hereto shall execute a Supplement, which shall specify the relevant terms with respect to any ~~newly issued~~ Series of Investor Certificates, which may ~~include~~ include, without limitation: (i) its name or designation, (ii) an Initial ~~Invested~~ Investor Amount or the method of calculating the Initial ~~Invested~~ Investor Amount, (iii) ~~the~~ a Certificate Rate or Certificate Rates (or formula for the determination thereof), (iv~~) the Closing Date, (v) the rating agency or agencies rating such Series, (vi) the name of the Clearing Agency, if any, (vii~~) the rights of the Holder of the Exchangeable Transferor Certificate that have been transferred to the Holders of such Series pursuant to such ~~Exchange (including any rights to allocations of Collections of Finance Charge Receivables and Principal Receivables)~~Exchange, (~~viii~~v) the interest payment date or dates and the date or dates from which interest shall accrue, (ixvi) the method of allocating Collections ~~with respect to~~ of Principal Receivables for such Series and, if applicable, with respect to other Series and the method by which the principal amount of Investor Certificates of such Series shall amortize or accrete and the method for allocating Collections ~~with respect to~~ of Finance Charge Receivables and Receivables in Defaulted Accounts, (xvii) the names of any accounts to be used by such Series and the terms governing the operation of any such account, (xiviii) the ~~Series~~ Servicing Fee Percentage, (~~xii~~ix) the Minimum Transferor ~~Interest~~Interest Percentage, (~~xiii~~x) the Minimum Aggregate Principal Receivables, (xi) the Series Termination Date, (~~xiv~~xii) the terms of ~~any Enhancement with respect to such Series~~Enhancement, if any, (xvxiii) the Enhancement Provider, if ~~applicable~~any, (~~xvi~~xiv) the base ~~rate applicable to such Series~~rate, if any, (~~xvii~~xv) the Repurchase Terms or the terms on which the Certificates of such Series may be ~~repurchased or~~ remarketed to other investors, (~~xviii~~xvi) any deposit into any account provided for such Series, (~~xix~~xvii) the number of ~~Classes~~ classes of such Series, and if more than one ~~Class~~class, the rights and priorities of each such ~~Class~~class, (xviii) the extent to which the Investor Certificates will be issuable in temporary or permanent global form, and in such case, the depository for such global certificate or certificates, the terms and conditions, if any, upon which such global certificate may be exchanged in whole or in part for Definitive Certificates, and the manner in which any interest payable on a temporary or global certificate will be paid, (xix) whether the Certificates may be issued in bearer form and any limitations imposed thereon and provisions relating to compliance with applicable laws and rules for bearer instruments, (xx~~) whether Interchange or other fees will be included in the funds available to be paid for such Series, (xxi~~) the priority of any Series with respect to any other Series, (xxii) the rights, if any, of the holders of the Exchangeable Transferor Certificates that have been transferred to the holders of such Series, (xxiii) the Minimum Aggregate Principal Receivables, (xxiv) whether such Series will be part of a Group, and (~~xxv~~xxi) any other relevant terms of such Series ~~(including whether or not such Series will be pledged as collateral for an issuance of any other securities, including commercial paper)~~ (all such terms, the "Principal Terms" of such Series). The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. If on the date of the issuance of such ~~series~~ Series, there is issued and outstanding ~~one or more Series of Investor Certificates and~~ no Series of Investor Certificates which is currently rated by a Rating Agency, then as a condition to such ~~Exchange~~ Exchange, a nationally recognized investment banking firm or commercial bank (which may include NationsBanc Capital Markets, Inc.) shall also deliver to the Trustee an ~~officer's certificate~~ opinion stating, in substance, that the Exchange will not have an adverse effect on the timing or distribution of payments to such other Series of Investor Certificates then issued and outstanding. (d) The creation or sale of any additional interest in the Trust or the Receivables, whether or not designated as an Exchange (including, but not limited to, the receipt by the Trust or the Transferor of the proceeds of any loan or additional loan provided by an Enhancement Provider) shall require the delivery of a Tax Opinion with respect to such interest.

Appears in 2 contracts

Samples: Master Pooling and Servicing Agreement (Proffitts Credit Card Master Trust), Master Pooling and Servicing Agreement (Proffitts Credit Card Master Trust)

Tender of Exchangeable Transferor Certificate. (a) Upon any Exchange, the ~~Trustee~~ Transferor shall ~~issue to the Holder of the Exchangeable Transferor Certificate under Section 6.01, for execution and redelivery~~ deliver to the Trustee for authentication under Section ~~6.02~~6.2, one or more new Series of Investor Certificates. ~~Each Investor Certificate of any~~ Any such Series of Investor Certificates shall be substantially in the form specified in the related Supplement and shall bear, upon its face, the designation for such Series to which it belongs, as selected by the Transferor. Except as specified in any Supplement for a related Series, all Investor Certificates of any Series shall rank pari passu and be equally and ratably entitled as provided herein to the benefits hereof (except that the Enhancement provided for any Series shall not be available for any other Series) without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Agreement and the related Supplement. (b) The Holder of the Exchangeable Transferor Certificate may (i) tender the Exchangeable Transferor Certificate to the Trustee in exchange for (iA) one or more newly issued Series of Investor Certificates or, with respect to any prefunded Series, interests therein and (iiB) ~~if there is~~ a ~~currently existing~~ reissued Exchangeable Transferor Certificate, (ii) request the Trustee to issue to it one or more Classes of any newly issued Series of Investor Certificates (which may include one or more Replacement Series to the extent permitted for any Series (or, if permitted in the related Supplement, Class) of Investor Certificates as specified in the related Supplement) which upon ~~presentation~~ payment by the purchaser thereof of the Initial Invested Amount of such Certificates to a Defeasance Account, will represent an interest in the Trust equal to such Initial Invested Amount (an "Unfunded Certificate") or (iii) take a combination of the actions specified in clauses (i) and (ii), provided that (A) the sum of the amount of Transferor Interest which is tendered under clause (i) and the amount to be paid to the Defeasance Account under clause (ii) equals the Initial Invested Amount of the Investor Certificates delivered to the Holder of the Exchangeable Transferor Certificate and (B) in the event the Series to be issued is a Replacement Series, the sum of the amount to be paid to the ~~Trustee~~ Defeasance Account under clause (ii) (which shall not be less than the Invested Amount of the Series or Class to be replaced) and the amount deposited by the Transferor into the Distribution Account for ~~cancellation~~any Series (or, ~~a new Exchangeable Transferor Certificate~~ if authorized in ~~certificated form dated~~ the ~~Exchange Date~~ related Supplement, Class) so replaced upon issuance of such Replacement Series is not less (after taking account of any other amounts then held on deposit for application to final payment of any Series so replaced) than the amount required to be distributed in final payment to any Series so replaced pursuant to the related Supplement (any such ~~tender~~event under clauses (i), (ii) or (iii), a "Transferor Exchange"). In addition, to the extent permitted for any Series (or if applicable, Class) of Investor Certificates as specified in the related Supplement, the Investor Certificateholders of such Series may tender their Investor Certificates ~~and, if there is a currently existing Exchangeable Transferor Certificate in certificated form,~~ and the Holder of the Exchangeable Transferor Certificate may tender the Exchangeable Transferor Certificate to the Trustee pursuant to the terms and conditions set forth in such Supplement in exchange for (i) one or more newly issued Series of Investor Certificates and (ii) ~~upon presentation of such~~ a reissued Exchangeable Transferor Certificate ~~to the Trustee for cancellation, a new Exchangeable Transferor Certificate in certificated form dated the Exchange Date~~ (an "Investor Exchange"). Notwithstanding anything to the contrary herein, the Transferor shall not be permitted to deposit money into any Defeasance Account. The Transferor Exchange and Investor Exchange are referred to collectively herein as an "Exchange." The Holder of the Exchangeable Transferor Certificate may perform an Exchange by notifying the Trustee, in ~~writing~~ writing, at least five ~~days~~ Business Days in advance (an "Exchange Notice") of the date upon which the Exchange is to occur (an "Exchange Date"). Any Exchange Notice shall state the designation of any Series to be issued on the Exchange Date and, with respect to each such Class or Series: (a) its Initial Invested Amount (or the method for calculating such Initial Invested Amount), which at any time may not be greater than the current principal amount of the Exchangeable Transferor Certificate at such time (or in the case of an Investor Exchange, the sum of the Invested Amount of the Series of Investor Certificates to be exchanged plus the current principal amount of the Exchangeable Transferor Certificate), (b) its Certificate Rate (or the method for allocating interest payments or other cash flows to such Series), if any, and (c) the Enhancement Provider, if any, with respect to such Series. On the Exchange Date, the Trustee shall authenticate and deliver any such Series of Investor Certificates only upon delivery to it of the following: (a) a Supplement satisfying the criteria set forth in subsection 6.09(c) executed by the Transferor and specifying the Principal Terms of such Series, (b) the applicable Enhancement, if any, (c) the agreement, if any, pursuant to which the Enhancement Provider agrees to provide the Enhancement, if any, (d) an Opinion of Counsel to the effect that, unless otherwise specified in the related Supplement, the newly issued Series of Investor Certificates will be treated as debt for Federal income tax purposes and that the issuance of the newly issued Series of Investor Certificates will not adversely affect the Federal income tax characterization of the Holder of any outstanding Series of Investor Certificates or any Certificate Owner, (e) written confirmation from each Rating Agency that the Exchange will not result in such Rating Agency's reducing or withdrawing its rating on any then outstanding Series as to which it is a Rating Agency, (f) an Officer's Certificate signed by a Vice President (or any more senior officer) of the Transferor, that on the Exchange Date which (i) the ~~Transferor,~~ Transferor Interest (after giving effect to ~~the Exchange, would not be required to add Additional Accounts~~ any amounts excluded therefrom pursuant to ~~subsection 2.06(a~~any Supplement) ~~and (ii) after giving effect to such Exchange, the Transferor Interest~~ would be at least equal to the Minimum Transferor Interest, (ii) the Retained Interest would be at least equal to the Minimum Retained Interest, (iii) the sum of the Aggregate Principal Receivables and the principal amount on deposit in the Excess Funding Account and other specified accounts, if applicable pursuant to the related Supplement, would be at least equal to the Minimum Aggregate Principal Receivables, and (iv) a Pay-Out-Event would not otherwise occur with respect to any outstanding Series, (g) the existing Exchangeable Transferor ~~Certificate, if any,~~ Certificate or applicable Investor Certificates, as the case may be, and (h) such other documents, certificates and Opinions of Counsel as may be required by the applicable Supplement. Upon satisfaction of such conditions, the Trustee shall cancel the existing Exchangeable Transferor ~~Certificate, if any,~~ Certificate or applicable Investor Certificates, as the case may be, and issue, as provided above, such Series of Investor Certificates ~~and, if any such Exchangeable Transferor Certificate shall have been cancelled,~~ and a new Exchangeable Transferor Certificate, dated the Exchange Date. In the case of a Replacement Series, the Trustee shall provide the notice of final distribution to the Series (or, if applicable, Class) so replaced in accordance with Section 12.3, stating that the Invested Amount of such Series or Class is to be repaid from proceeds obtained through the issuance of a Replacement Series. Amounts deposited into a Defeasance Account upon issuance of the Replacement Series shall be transferred (to the extent required) to the Distribution Account for the Series or Class so replaced, and final payment of such Series or Class otherwise shall be effected in accordance with Section 12.3. There is no limit to the number of Exchanges that may be performed under this Agreement. (c) In conjunction with an Exchange, the parties hereto shall execute a Supplement, which shall specify the relevant terms with respect to any newly issued Series of Investor Certificates, which may include without limitation: (i) its name or designation, (ii) an the Initial Invested Amount or the method of calculating the Initial Invested Amount, (iii) the Certificate Rate (or formula for the determination thereof), (iv) the Closing Date, (v) the rating agency or agencies rating such Series, (vi) the name of the Clearing Agency, if any, (vii) the rights of the Holder of the Exchangeable Transferor Certificate that have been transferred to the Holders of such Series pursuant to such Exchange (including any rights to allocations of Collections of ~~Finance Charge~~ Imputed Yield Receivables and Principal Receivables), (viii) the interest payment date or dates and the date or dates from which interest shall accrue, (ix) the method of allocating Principal Collections ~~with respect to Principal Receivables~~ for such ~~Series and, if applicable, with respect to other~~ Series and the method by which the principal amount of Investor Certificates of such Series shall amortize or accrete and the method for allocating Imputed Yield Collections ~~with respect to Finance Charge Receivables~~ and ~~Receivables in~~ Defaulted ~~Accounts~~Receivables, (x) the names of any accounts to be used by such Series and the terms governing the operation of any such account, (xi) the Series Servicing Fee Percentage, (xii) the Minimum Transferor Interest, (xiii) the Series Termination Date, (xiv) the terms of any Enhancement with respect to such Series, (xv) the Enhancement Provider, if applicable, (xvi) the base rate applicable to such Series, (xvii) the terms on which the Certificates of such Series may be repurchased or remarketed to other investors, (xviii) any deposit into any account provided for such Series, (xix) the number of Classes of such ~~Series~~Series and, ~~and~~ if more than one Class, the rights and priorities of each such Class, (xx) whether ~~Interchange or other~~ any fees will be included in the funds available to be paid for such Series, (xxi) the ~~priority~~ subordination of ~~any~~ such Series ~~with respect~~ to any other Series, (xxii) the ~~rights, if any, of the holders of the Exchangeable Transferor Certificates that have been transferred to the holders of such Series~~Pool Factor, (xxiii) the Minimum Aggregate Principal Receivables, (xxiv) whether such Series will be a part of a ~~Group~~group or subject to being paired with any other Series, (xxv) whether such Series will be prefunded, and (~~xxv~~xxvi) any other relevant terms of such Series (including whether or not such Series will be pledged as collateral for an issuance of any other securities, including commercial paper) (all such terms, the "Principal Terms" of such Series). The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. If on the date of the issuance of such ~~series~~ Series there is issued and outstanding one or more Series of Investor Certificates and no Series of Investor Certificates is currently rated by a Rating Agency, then as a condition to such Exchange a nationally recognized investment banking firm or commercial bank shall also deliver to the Trustee an officer's certificate stating, in substance, that the Exchange will not have an adverse effect on the timing or distribution of payments to such other Series of Investor Certificates then issued and outstanding. (d) The Transferor may surrender the Exchangeable Transferor Certificate to the Trustee in exchange for a newly issued Exchangeable Transferor Certificate and a second certificate (a "Supplemental Certificate"), the terms of which shall be defined in a supplement to this Agreement (which supplement shall be subject to Section 13.10 hereof to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or a Person designated by the Transferor, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions: (i) following such exchange, the Transferor Interest (less any interest therein represented by any Supplemental Certificates) in the Principal Receivables in the Trust equals or exceeds the greater of the Minimum Transferor Interest and the Minimum Retained Interest following such exchange, (ii) following such exchange the sum of (a) the Transferor Interest (less any interest therein represented by any Supplemental Certificates) in the Principal Receivables and (b) the interest in Principal Receivables represented by the Transferor Retained Certificates equals or exceeds, on the day following such exchange, 20% of the sum of (x) the Transferor Interest (including any interest therein represented by any Supplemental Certificate) and (y) the interest in Principal Receivables represented by the Transferor Retained Certificates on such date, and (iii) the Trustee received prior to such exchange (A) written confirmation that the Rating Agency Condition shall have been satisfied with respect to the issuance of such Supplemental Certificate and (B) an Opinion of Counsel to the effect that (i) such Supplemental Certificate should be characterized as either indebtedness or a partnership interest for federal and any then Applicable Tax State income tax purposes or (ii) that such Supplemental Certificate will not adversely affect the federal or any then Applicable Tax State income tax characterization of any outstanding Series of Investor Certificates or the taxability of the Trust under federal or any then Applicable Tax State income tax laws.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Bally Total Fitness Holding Corp)

Tender of Exchangeable Transferor Certificate. (a) Upon any Exchange, the Trustee shall issue to the ~~Holder~~ Transferors under Section 6.01 of the ~~Exchangeable Transferor Certificate under Section 6.01,~~ Agreement for execution and redelivery to the Trustee for authentication under Section ~~6.02,~~ 6.02 of the Agreement one or more new Series of Investor Certificates. ~~Each Investor Certificate of any~~ Any such Series of Investor Certificates shall be substantially in the form specified in the ~~related~~ applicable Supplement and shall bear, upon its face, the designation for such Series to which it ~~belongs, as~~ belongs so selected by the ~~Transferor~~Transferors. Except as specified in any Supplement for a related Series, all Investor Certificates of any Series shall ~~rank pari passu and~~ be equally and ratably entitled as provided herein to the benefits hereof ~~(except that the Enhancement provided for any Series shall not be available for any other Series)~~ without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Agreement and the ~~related~~ applicable Supplement. (b) The ~~Holder of the Exchangeable Transferor Certificate~~ Transferors may tender the Exchangeable Transferor Certificate to the Trustee in exchange for (i) one or more newly issued Series of Investor Certificates and (ii) ~~if there is~~ a ~~currently existing Exchangeable Transferor Certificate, upon presentation of such~~ reissued Exchangeable Transferor Certificate ~~to the Trustee for cancellation, a new Exchangeable Transferor Certificate in certificated form dated the Exchange Date~~ (any such tender, a "Transferor Exchange"). In addition, to the extent permitted for any Series of Investor Certificates as specified in the related Supplement, the Investor Certificateholders of such Series may tender their Investor Certificates and, if there is a currently existing Exchangeable Transferor Certificate in certificated form, the Holder of the Exchangeable Transferor Certificate may tender the Exchangeable Transferor Certificate to the Trustee pursuant to the terms and conditions set forth in such Supplement in exchange for (i) one or more newly issued Series of Investor Certificates and (ii) upon presentation of such Exchangeable Transferor Certificate to the Trustee for cancellation, a new Exchangeable Transferor Certificate in certificated form dated the Exchange Date (an "~~Investor~~ Exchange"). The ~~Transferor Exchange and Investor Exchange are referred to collectively herein as an "Exchange." The Holder of the Exchangeable Transferor Certificate~~ Transferors may perform an Exchange by notifying the Trustee, in writing at least ~~five~~ three days in advance (an "Exchange Notice") of the date upon which the Exchange is to occur (an "Exchange Date"). Any Exchange Notice shall state the designation of any Series to be issued on the Exchange Date and, with respect to each such Series: (ax) its Initial Invested Amount (or the method for calculating such Initial Invested Amount), ~~which~~ if any, which, in the aggregate, at any ~~time~~ time, may not be greater than the current principal amount of the Exchangeable Transferor Certificate less the product of the Minimum Transferor Percentage and the Trust Principal Component at such ~~time~~ time, and (or in the case of an Investor Exchange, the sum of the Invested Amount of the Series of Investor Certificates to be exchanged plus the current principal amount of the Exchangeable Transferor Certificate), (by) its Certificate Rate (or the method for allocating interest payments or other cash ~~flows~~ flow to such Series), if any~~, and (c) the Enhancement Provider, if any, with respect to such Series~~. On the Exchange Date, the Trustee shall only authenticate and deliver any such Series ~~of Investor Certificates only~~ upon delivery to it of the following: (aA) a Supplement ~~satisfying~~ in form satisfactory to the ~~criteria set forth in subsection 6.09(c)~~ Trustee executed by the ~~Transferor~~ Transferors and specifying the Principal Terms of such Series, (bB) the applicable Enhancement, if any, (~~c) the agreement, if any, pursuant to which the Enhancement Provider agrees to provide the Enhancement, if any, (d~~C) an ~~Opinion~~ opinion of Counsel to the effect ~~that, unless otherwise specified in the related Supplement,~~ that the newly issued Series of Investor Certificates will be ~~treated~~ characterized as ~~debt~~ either indebtedness or an interest in a partnership under existing law for Federal income tax purposes and that the issuance of the newly issued Series of Investor Certificates will not ~~adversely affect~~ have any material adverse impact on the Federal income tax characterization ~~of the Holder~~ of any outstanding Series of Investor Certificates ~~or any Certificate Owner~~that have been the subject of a previous opinion of tax counsel, (eD) an agreement, if any, pursuant to which the Enhancement Provider agrees to provide Enhancement, (E) written confirmation from each Rating Agency that the Exchange will not result in such Rating Agency's reducing or withdrawing its rating on any then outstanding Series ~~as to which~~ rated by it is a Rating Agency, (f) an Officer's Certificate signed by a Vice President (or any more senior officer) of the Transferor, that on the Exchange Date (i) the Transferor, after giving effect to the Exchange, would not be required to add Additional Accounts pursuant to subsection 2.06(a) and (~~ii) after giving effect to such Exchange, the Transferor Interest would be at least equal to the Minimum Transferor Interest, and (g~~F) the existing Exchangeable Transferor Certificate~~, if any, or applicable Investor Certificates, as the case may be~~. Upon satisfaction of such conditions, the Trustee shall cancel the existing Exchangeable Transferor ~~Certificate, if any, or applicable Investor Certificates, as the case may be,~~ Certificate and issue, as provided above, such Series of Investor Certificates ~~and, if any such Exchangeable Transferor Certificate shall have been cancelled, a~~ and new Exchangeable Transferor Certificate, dated the Exchange Date~~. There is no limit to the number of Exchanges that may be performed under this Agreement~~. (c) In conjunction with an Exchange, the parties hereto shall execute a Supplement, which shall specify the relevant terms with respect to any ~~newly issued~~ Series of Investor Certificates, which may ~~include~~ include, without limitation: (i) its name or designation, (ii) an Initial Invested Amount or the method of calculating the Initial Invested Amount, (iii) ~~the~~ a Certificate Rate (or formula for the determination thereof), (iv) the ~~Closing Date, (v) the rating agency or agencies rating such Series, (vi) the name of the Clearing Agency, if any, (vii) the~~ rights of the ~~Holder~~ Holders of the Exchangeable Transferor Certificate that have been transferred to the Holders of such Series pursuant to such Exchange (including any rights to allocations of Yield Collections ~~of Finance Charge Receivables~~ and Principal ~~Receivables~~Collections), (~~viii~~v) the interest payment date or dates and the date or dates from which interest shall accrue, (ixvi) the method of allocating Principal Collections ~~with respect to Principal Receivables~~ for such Series and, if applicable, with respect to other Series and the method by which the principal amount of Investor Certificates of such Series shall amortize or accrete and the method for allocating Yield Collections ~~with respect to Finance Charge Receivables~~ and Receivables in Defaulted Accounts, (xvii) the names of any accounts to be used by such Series and the terms governing the operation of any such account, (xiviii) the ~~Series~~ Servicing Fee Percentage, (~~xii~~ix) the Minimum Transferor ~~Interest~~Percentage, (~~xiii~~x) the Minimum Trust Principal Component, (xi) the Series Termination Date, (~~xiv~~xii) the terms of any Enhancement, (xiii) the Enhancement ~~with respect to such Series~~Provider, (xiv) the base rate, if any, (xv) the ~~Enhancement Provider, if applicable, (xvi) the base rate applicable to such Series, (xvii)~~ Repurchase Terms or the terms on which the Certificates of such Series may be ~~repurchased or~~ remarketed to other investors, (~~xviii~~xvi) any deposit into any account provided for such Series, (~~xix~~xvii) the number of Classes of such Series, and if more than one Class, the rights and priorities of each such Class, (xxxviii) the extent to which the Investor Certificates will be issuable in temporary or permanent global form, and in such case, the depository for such global certificate or certificates, the terms and conditions, if any, upon which such global certificate may be exchanged in whole or in part for Definitive Certificates, and the manner in which any interest payable on a temporary or global certificate will be paid, (xix) whether ~~Interchange or other fees will~~ the Certificates may be ~~included~~ issued in ~~the funds available to be paid for such Series~~bearer form and any limitations imposed thereon, (~~xxi~~xx) the priority of any Series with respect to any other Series, (xxii) the rights, if any, of the holders of the Exchangeable Transferor Certificates that have been transferred to the holders of such Series, (xxiii) the Minimum Aggregate Principal Receivables, (xxivxxi) whether such Series will be ~~part of a Group~~an Excess Allocation Series, and (~~xxv~~xxii) any other relevant terms of such Series ~~(including whether or not such Series will be pledged as collateral for an issuance of any other securities, including commercial paper)~~ (all such terms, the "Principal Terms" of such Series). ~~The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series.~~ If on the date of the issuance of such ~~series~~ Series there is issued and outstanding ~~one or more Series of Investor Certificates and~~ no Series of Investor Certificates which is currently rated by a Rating Agency, then as a condition to such Exchange a nationally recognized investment banking firm or commercial bank shall also deliver to the Trustee an officer's certificate stating, in substance, that the Exchange will not have an adverse effect on the timing or distribution of payments to such other Series of Investor Certificates then issued and outstanding.

Appears in 1 contract

Samples: Master Pooling and Servicing Agreement (American Express Centurion Bank)

Tender of Exchangeable Transferor Certificate. (a) Upon any Exchange, the ~~Trustee~~ Transferor shall ~~issue to the Holder of the Exchangeable Transferor Certificate under Section 6.01, for execution and redelivery~~ deliver to the Trustee for authentication under Section ~~6.02~~6.2, one or more new Series of Investor Certificates. ~~Each Investor Certificate of any~~ Any such Series of Investor Certificates shall be substantially in the form specified in the related Supplement and shall bear, upon its face, the designation for such Series to which it belongs, as selected by the Transferor. Except as specified in any Supplement for a related Series, all Investor Certificates of any Series shall rank pari passu and be equally and ratably entitled as provided herein to the benefits hereof (except that the Enhancement provided for any Series shall not be available for any other Series) without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Agreement and the related Supplement. (b) The Holder of the Exchangeable Transferor Certificate may (i) tender the Exchangeable Transferor Certificate to the Trustee in exchange for (iA) one or more newly issued Series of Investor Certificates, or (B) a reissued Exchangeable Transferor Certificate, (ii) request the Trustee to issue to it one or more Classes of any newly issued Series of Investor Certificates which upon payment by the pur- chaser thereof of the Initial Invested Amount of such Certificates to a Defeasance Account, will represent an interest in the Trust equal to such Initial Invested Amount (an "Unfunded Certificate") or (iii) take a combination of the actions specified in clauses (i) and (ii) ~~if there~~ provided that the sum of the amount of Transferor Interest which is ~~a currently existing Exchangeable Transferor Certificate, upon presentation~~ tendered under clause (i) and the amount to be paid to the Defeasance Account under clause (ii) equals the Initial Invested Amount of ~~such~~ the Investor Certificates delivered to the Holder of the Exchangeable Transferor Certificate ~~to the Trustee for cancellation, a new Exchangeable Transferor Certificate in certificated form dated the Exchange Date~~ (any such ~~tender~~event under clauses (i), (ii) or (iii), a "Transferor Exchange"). In addition, to the extent permitted for any Series of Investor Certificates as specified in the related Supplement, the Investor Certificateholders of such Series may tender their Investor Certificates ~~and, if there is a currently existing Exchangeable Transferor Certificate in certificated form,~~ and the Holder of the Exchangeable Transferor Certificate may tender the Exchangeable Transferor Certificate to the Trustee pursuant to the terms and conditions set forth in such Supplement in exchange for (i) one or more newly issued Series of Investor Certificates and (ii) ~~upon presentation of such~~ a reissued Exchangeable Transferor Certificate ~~to the Trustee for cancellation, a new Exchangeable Transferor Certificate in certificated form dated the Exchange Date~~ (an "Investor Exchange"). Notwithstanding anything to the contrary herein, the Transferor shall not be permitted to deposit money into any Defeasance Account. The Transferor Exchange and Investor Exchange are referred to collectively herein as an "Exchange." The Holder of the Exchangeable Transferor Certificate may perform an Exchange by notifying the Trustee, in ~~writing~~ writing, at least five ~~days~~ Business Days in advance (an "Exchange Notice") of the date upon which the Exchange is to occur (an "Exchange Date"). Any Exchange Notice shall state the designation of any Series to be issued on the Exchange Date and, with respect to each such Class or Series: (a) its Initial Invested Amount (or the method for calculating such Initial Invested Amount), which at any time may not be greater than the current principal amount of the Exchangeable Transferor Certificate at such time (or in the case of an Investor Exchange, the sum of the Invested Amount of ~~the~~ any Class or Series of Investor Certificates to be exchanged plus the current principal amount of the Exchangeable Transferor Certificate)) taking into account any Receivables trans- ferred to the Trust simultaneous with such Exchange, (b) its Certificate Rate (or the method for allocating interest payments or other cash flows to such Series), if any, and (c) the Enhancement Provider, if any, with respect to such Series. On the Exchange Date, the Trustee shall authenticate and deliver any such Class or Classes of Series of Investor Certificates only upon delivery to it of the following: (a) a Supplement satisfying the criteria set forth in subsection ~~6.09(c~~6.9(c) and in form reasonably satisfactory to the Trustee executed by the Transferor and the Servicer and specifying the Principal Terms of such Series, (b) the applicable Enhancement, if any, (c) the agreement, if any, pursuant to which the Enhancement Provider agrees to provide the Enhancement, if any, (d) an Opinion of Counsel to the effect ~~that, unless otherwise specified in the related Supplement,~~ that (i) any Class of the newly issued Series of Investor Certificates sold to third parties will be ~~treated~~ characterized as ~~debt~~ either indebtedness or partnership interests for Federal and applicable state income tax purposes ~~and~~ or (ii) that the issuance of the newly issued Series of Investor Certificates will not adversely affect the ~~Federal~~ Federal, Minnesota or Delaware income tax characterization ~~of the Holder~~ of any outstanding Series of Investor Certificates or ~~any Certificate Owner~~the taxability of the Trust under Federal, Minnesota or Delaware income tax laws, (e) written confirmation from each Rating Agency that the Exchange will not result in such Rating Agency's reducing or withdrawing its rating on any then outstanding Series as to which it is a Rating Agency, (f) an Officer's Certificate ~~signed by a Vice President (or any more senior officer)~~ of the Transferor, that on the Exchange Date (i~~) the Transferor, after giving effect to the Exchange, would not be required to add Additional Accounts pursuant to subsection 2.06(a) and (ii~~) after giving effect to such Exchange, the Transferor Interest would be at least equal to the Minimum Transferor Interest, (ii) the Retained Interest would be at least equal to the Minimum Retained Interest, and (iii) taking into account the certificates of the newly issued Series, more than 20% (by Invested Amount and by value) of the outstanding certificates issued by the Trust with respect to which no Opinion of Counsel was issued that the applicable class would be treated as debt for federal income tax purposes (including the Transferor Certificate and each Transferor Retained Class) shall, by their terms, be prohibited from being Transferred, (g) the existing Exchangeable Transferor ~~Certificate, if any,~~ Certificate or applicable Investor Certificates, as the case may bebe and (h) such other documents, certificates and Opinions of Counsel as may be required by the applicable Supplement. Upon satisfaction of such conditions, the Trustee shall cancel the existing Exchangeable Transferor ~~Certificate, if any,~~ Certificate or applicable Investor Certificates, as the case may be, and issue, as provided above, such Series of Investor Certificates ~~and, if any such Exchangeable Transferor Certificate shall have been cancelled,~~ and a new Exchangeable Transferor Certificate, dated the Exchange Date. There is no limit to the number of Exchanges that may be performed under this Agreement. (c) In conjunction with an Exchange, the parties hereto shall execute a Supplement, which shall specify the relevant terms with respect to any newly issued Series of Investor Certificates, which may include without limitation: (i) its name or designation, (ii) an the Initial Invested Amount or the method of calculating the Initial Invested Amount, (iii) the Certificate Rate (or formula for the determination thereof), (iv) the Closing Date, (v) the rating agency or agencies rating such Series, (vi) the name of the Clearing Agency, if any, (vii) the rights of the Holder of the Exchangeable Transferor Certificate that have been transferred to the Holders of such Series pursuant to such Exchange (including any rights to allocations of Collections of ~~Finance Charge~~ Imputed Yield Receivables and Principal Receivables), (viii) the interest payment date or dates and the date or dates from which interest shall accrue, (ix) the method of allocating Principal Collections ~~with respect to Principal Receivables~~ for such ~~Series and, if applicable, with respect to other~~ Series and the method by which the principal amount of Investor Certificates of such Series shall amortize or accrete and the method for allocating Imputed Yield Collections ~~with respect to Finance Charge Receivables~~ and ~~Receivables in~~ Defaulted ~~Accounts~~Receivables, (x) the names of any accounts to be used by such Series and the terms governing the operation of any such account, (xi) the Series Servicing Fee Percentage, (xii) the Minimum Transferor Interest, (xiii) the Series Termination Date, (xiv) the terms of any Enhancement with respect to such Series, (xv) the Enhancement Provider, if applicable, (xvi) the base rate applicable to such Series, (xvii) the terms on which the Certificates of such Series may be repurchased or remarketed to other investors, (xviii) any deposit into any account provided for such Series, (xix) the number of Classes of such ~~Series~~Series and, ~~and~~ if more than one Class, the rights and priorities of each such Class, (xx) whether ~~Interchange or other~~ any fees will be included in the funds available to be paid for such Series, (xxi) the ~~priority~~ subordination of ~~any~~ such Series ~~with respect~~ to any other Series, (xxii) the ~~rights, if any, of the holders of the Exchangeable Transferor Certificates that have been transferred to the holders of such Series~~Pool Factor, (xxiii) the Minimum Aggregate Principal Receivables, (xxiv) whether such Series will be a part of a ~~Group~~group or subject to being paired with any other Series, ~~and~~ (xxv) ~~any other relevant terms of such Series (including~~ whether ~~or not~~ such Series will be ~~pledged as collateral for an issuance of any other securities~~pre-funded, including commercial paper) (all such terms, the "Principal Terms" of such Series). The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. If on the date of the issuance of such series there is issued and outstanding one or more Series of Investor Certificates and no Series of Investor Certificates is currently rated by a Rating Agency, then as a condition to such Exchange a nationally recognized investment banking firm or commercial bank shall also deliver to the Trustee an officer's certificate stating, in substance, that the Exchange will not have an adverse effect on the timing or distribution of payments to such other Series of Investor Certificates then issued and outstanding.and

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Green Tree Financial Corp)

Tender of Exchangeable Transferor Certificate. (a) The Transferor and the Trustee may at any time and from time to time enter into one or more Supplements for the purpose of authorizing the issuance by the Trust to the Transferor, one or more Series of Investor Certificates. Upon any Exchange, the Trustee shall issue to the ~~Holder~~ Transferor under Section 6.1 for execution (unless the Trustee is to execute such Series on behalf of the ~~Exchangeable Transferor Certificate under Section 6.01~~Trust, ~~for execution~~ as specified in the applicable Supplement) and redelivery to the Trustee for authentication under Section ~~6.02,~~ 6.2 one or more new Series of Investor Certificates. ~~Each Investor Certificate of any~~ Any such Series of Investor Certificates shall be substantially in the form specified in the ~~related~~ applicable Supplement and shall bear, upon its face, the designation for such Series to which it ~~belongs, as~~ belongs so selected by the Transferor. Except as specified in ~~any~~ the Supplement for ~~a related~~ any Series as to differing treatment of the Investor Certificates within such Series, all Investor Certificates of any Series shall ~~rank pari passu and~~ be equally and ratably entitled as provided herein to the benefits hereof ~~(except that the Enhancement provided for any Series shall not be available for any other Series)~~ without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Agreement and the ~~related~~ applicable Supplement. (b) The Holder of the Exchangeable Transferor Certificate may tender the Exchangeable Transferor Certificate to the Trustee in exchange for (i) one or more newly issued Series of Investor Certificates and (ii) ~~if there is~~ a ~~currently existing Exchangeable Transferor Certificate, upon presentation of such~~ reissued Exchangeable Transferor Certificate ~~to the Trustee for cancellation, a new Exchangeable Transferor Certificate in certificated form dated the Exchange Date~~ (any such tender, a "Transferor Exchange"). In addition, to the extent permitted for any Series of Investor Certificates as specified in the related Supplement, the Investor Certificateholders of such Series may tender their Investor Certificates and, if there is a currently existing Exchangeable Transferor Certificate in certificated form, the Holder of the Exchangeable Transferor Certificate may tender the Exchangeable Transferor Certificate to the Trustee pursuant to the terms and conditions set forth in such Supplement in exchange for (i) one or more newly issued Series of Investor Certificates and (ii) upon presentation of such Exchangeable Transferor Certificate to the Trustee for cancellation, a new Exchangeable Transferor Certificate in certificated form dated the Exchange Date (an "~~Investor~~ Exchange"). The Transferor ~~Exchange and Investor Exchange are referred to collectively herein as an "Exchange." The Holder of the Exchangeable Transferor Certificate~~ may perform an Exchange by notifying the Trustee, in writing at least ~~five~~ three (3) days in advance (an "Exchange Notice") of the date upon which the Exchange is to occur (an "Exchange Date"). Any Exchange Notice shall state the designation of any Series to be issued on the Exchange Date and, with respect to each such Series: (a) its Initial Invested Amount (or the method for calculating such Initial Invested Amount), which at any time may not be greater than the current principal amount of the Exchangeable Transferor Certificate at such time (or in the case of an Investor Exchange, the sum of the Invested Amount of the Series of Investor Certificates to be exchanged plus the current principal amount of the Exchangeable Transferor Certificate), (b) its Certificate Rate (or the method for allocating interest payments or other cash flows to such Series), if any, and (c) the Enhancement Provider, if any, with respect to such Series. On the Exchange Date, the Trustee shall authenticate and deliver any such Series of Investor Certificates only upon delivery to it of the following: (a) a Supplement satisfying the criteria set forth in subsection 6.09(c) executed by the Transferor and specifying the Principal Terms of such Series, (b) the applicable Enhancement, if any, (c) the agreement, if any, pursuant to which the Enhancement Provider agrees to provide the Enhancement, if any, (d) an Opinion of Counsel to the effect that, unless otherwise specified in the related Supplement, the newly issued Series of Investor Certificates will be treated as debt for Federal income tax purposes and that the issuance of the newly issued Series of Investor Certificates will not adversely affect the Federal income tax characterization of the Holder of any outstanding Series of Investor Certificates or any Certificate Owner, (e) written confirmation from each Rating Agency that the Exchange will not result in such Rating Agency's reducing or withdrawing its rating on any then outstanding Series as to which it is a Rating Agency, (f) an Officer's Certificate signed by a Vice President (or any more senior officer) of the Transferor, that on the Exchange Date (i) the Transferor, after giving effect to the Exchange, would not be required to add Additional Accounts pursuant to subsection 2.06(a) and (ii) after giving effect to such Exchange, the Transferor Interest would be at least equal to the Minimum Transferor Interest, and (g) the existing Exchangeable Transferor Certificate, if any, or applicable Investor Certificates, as the case may be. Upon satisfaction of such conditions, the Trustee shall cancel the existing Exchangeable Transferor Certificate, if any, or applicable Investor Certificates, as the case may be, and issue, as provided above, such Series of Investor Certificates and, if any such Exchangeable Transferor Certificate shall have been cancelled, a new Exchangeable Transferor Certificate, dated the Exchange Date. There is no limit to the number of Exchanges that may be performed under this Agreement. (c) In conjunction with an Exchange, the parties hereto shall execute a Supplement, which shall specify the relevant terms with respect to any newly issued Series of Investor Certificates, which may include without limitation: (i) its name or designation, (ii) an Initial Invested Amount or the method of calculating the Initial Invested Amount, (iii) the Certificate Rate (or formula for the determination thereof), (iv) the Closing Date, (v) the rating agency or agencies rating such Series, (vi) the name of the Clearing Agency, if any, (vii) the rights of the Holder of the Exchangeable Transferor Certificate that have been transferred to the Holders of such Series pursuant to such Exchange (including any rights to allocations of Collections of Finance Charge Receivables and Principal Receivables), (viii) the interest payment date or dates and the date or dates from which interest shall accrue, (ix) the method of allocating Collections with respect to Principal Receivables for such Series and, if applicable, with respect to other Series and the method by which the principal amount of Investor Certificates of such Series shall amortize or accrete and the method for allocating Collections with respect to Finance Charge Receivables and Receivables in Defaulted Accounts, (x) the names of any accounts to be used by such Series and the terms governing the operation of any such account, (xi) the Series Servicing Fee Percentage, (xii) the Minimum Transferor Interest, (xiii) the Series Termination Date, (xiv) the terms of any Enhancement with respect to such Series, (xv) the Enhancement Provider, if applicable, (xvi) the base rate applicable to such Series, (xvii) the terms on which the Certificates of such Series may be repurchased or remarketed to other investors, (xviii) any deposit into any account provided for such Series, (xix) the number of Classes of such Series, and if more than one Class, the rights and priorities of each such Class, (xx) whether Interchange or other fees will be included in the funds available to be paid for such Series, (xxi) the priority of any Series with respect to any other Series, (xxii) the rights, if any, of the holders of the Exchangeable Transferor Certificates that have been transferred to the holders of such Series, (xxiii) the Minimum Aggregate Principal Receivables, (xxiv) whether such Series will be part of a Group, and (xxv) any other relevant terms of such Series (including whether or not such Series will be pledged as collateral for an issuance of any other securities, including commercial paper) (all such terms, the "Principal Terms" of such Series). The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. If on the date of the issuance of such series there is issued and outstanding one or more Series of Investor Certificates and no Series of Investor Certificates is currently rated by a Rating Agency, then as a condition to such Exchange a nationally recognized investment banking firm or commercial bank shall also deliver to the Trustee an officer's certificate stating, in substance, that the Exchange will not have an adverse effect on the timing or distribution of payments to such other Series of Investor Certificates then issued and outstanding.

Appears in 1 contract

Samples: Master Pooling and Servicing Agreement (Proffitts Credit Corp)

Tender of Exchangeable Transferor Certificate. (a) Upon any Exchange, the Trustee shall issue to the ~~Holder~~ Transferor under Section 6.1 for execution (unless the Trustee is to execute such Series on behalf of the ~~Exchangeable Transferor Certificate under Section 6.01~~Trust, ~~for execution~~ as specified in the applicable Supplement) and redelivery to the Trustee for authentication under Section ~~6.02,~~ 6.2 one or more new Series of Investor Certificates. ~~Each Investor Certificate of any~~ Any such Series of Investor Certificates shall be substantially in the form specified in the related Supplement and shall bear, upon its face, the designation for such Series ~~to which it belongs, as~~ selected by the Transferor. Except as specified in ~~any~~ the Supplement for ~~a related~~ any Series as to differing treatment of the Investor Certificates within such Series, all Investor Certificates of any Series shall ~~rank pari passu and~~ be equally and ratably entitled as provided herein to the benefits hereof ~~(except that the Enhancement provided for any Series shall not be available for any other Series)~~ without preference, priority or distinction on account of the actual time or times of authentication and ~~delivery~~delivery (except that any Enhancement provided for any Series shall not be available for any other Series), all in accordance with the terms and provisions of this Agreement and the ~~related~~ applicable Supplement. (b) The Holder of the Exchangeable Transferor Certificate may tender the Exchangeable Transferor Certificate, or the Exchangeable Transferor Certificate and the Investor Certificates of any Series, to the Trustee in exchange for (i) one or more newly issued Series of Investor Certificates and (ii) ~~if there is~~ a ~~currently existing Exchangeable Transferor Certificate, upon presentation of such~~ reissued Exchangeable Transferor Certificate ~~to the Trustee for cancellation, a new Exchangeable Transferor Certificate in certificated form dated the Exchange Date~~ (any such tender, a "Transferor Exchange"). In addition, to the extent permitted for any Series of Investor Certificates as specified in the related Supplement, the Investor Certificateholders of such Series may tender their Investor Certificates and, if there is a currently existing Exchangeable Transferor Certificate in certificated form, the Holder of the Exchangeable Transferor Certificate may tender the Exchangeable Transferor Certificate to the Trustee pursuant to the terms and conditions set forth in such Supplement in exchange for (i) one or more newly issued Series of Investor Certificates and (ii) upon presentation of such Exchangeable Transferor Certificate to the Trustee for cancellation, a new Exchangeable Transferor Certificate in certificated form dated the Exchange Date (an "~~Investor~~ Exchange"). The Transferor ~~Exchange and Investor Exchange are referred to collectively herein as an "Exchange." The Holder of the Exchangeable Transferor Certificate~~ may perform an ~~Exchange~~ Exchange, without the consent of any -------- Certificateholder, by notifying the Trustee, in writing at least ~~five days~~ three Business Days in advance (an "Exchange Notice") of the date upon which the Exchange is to --------------- occur (an "Exchange Date"). Any ------------- 66 Exchange Notice shall state the designation of any Series to be issued on the Exchange Date and, with respect to each such Series: (ax) its Initial Invested Amount (or the method for calculating such Initial Invested Amount), if any, which ~~at any time~~ amount may not be greater than the current principal amount of the Exchangeable Transferor Certificate minus the Minimum Transferor Amount at such ~~time~~ ----- time, and (or in the case of an Investor Exchange, the sum of the Invested Amount of the Series of Investor Certificates to be exchanged plus the current principal amount of the Exchangeable Transferor Certificate), (by) its Certificate Rate (or the method for allocating interest payments or other cash ~~flows~~ flow to such Series), if any~~, and (c) the Enhancement Provider, if any, with respect to such Series~~. On the Exchange Date, the Trustee shall authenticate and deliver any such Series ~~of Investor Certificates~~ only upon delivery to it of the following: (aA) a Supplement ~~satisfying~~ in form satisfactory to the ~~criteria set forth in subsection 6.09(c)~~ Trustee executed by the Transferor and specifying the Principal Terms of such Series, (~~b) the applicable Enhancement, if any, (c) the agreement, if any, pursuant to which the Enhancement Provider agrees to provide the Enhancement, if any, (d~~B) an Opinion of Counsel to the effect that, unless otherwise specified in the related Supplement, the newly issued Series of Investor Certificates (other than any Class of Investor Certificates required to be retained by the Transferor) will be ~~treated~~ characterized as ~~debt~~ either indebtedness or an interest in a partnership (that is not taxable as a corporation) under existing law for Federal income tax purposes and that the issuance of the newly issued Series of Investor Certificates will not ~~adversely affect~~ have any material adverse impact on the Federal income tax characterization ~~of the Holder~~ of any outstanding Series of Investor Certificates that have been the subject of a previous opinion of tax counsel or ~~any Certificate Owner~~result in the Trust being taxable as an association or as a publicly traded partnership taxable as a corporation for Federal or applicable state tax purposes (such opinion, a "Tax Opinion"), (eC) an ----------- agreement, if any, pursuant to which the Enhancement Provider agrees to provide Enhancement, (D) written confirmation from each Rating Agency that the Exchange will not result in ~~such~~ the Rating Agency's reducing or withdrawing its rating on any then outstanding Series ~~as to which~~ rated by it is a Rating Agency, (f) an Officer's Certificate signed by a Vice President (or any more senior officer) of the Transferor, that on the Exchange Date (i) the Transferor, after giving effect to the Exchange, would not be required to add Additional Accounts pursuant to subsection 2.06(a) and (~~ii) after giving effect to such Exchange, the Transferor Interest would be at least equal to the Minimum Transferor Interest, and (g~~E) the existing Exchangeable Transferor ~~Certificate~~Certificate and the Investor Certificate of the Series, if any, ~~or applicable Investor Certificates, as the case may be~~to be exchanged. Upon satisfaction of such conditions, the Trustee shall cancel the existing Exchangeable Transferor ~~Certificate, if any, or applicable Investor Certificates, as the case may be,~~ Certificate and issue, as provided above, such Series of Investor Certificates ~~and, if any such Exchangeable Transferor Certificate shall have been cancelled,~~ and a new Exchangeable Transferor Certificate, dated the Exchange Date. There is no limit to the number of Exchanges that may be performed under this Agreement. (c) In conjunction with an Exchange, the parties hereto shall execute a Supplement, which shall specify the relevant terms with respect to any ~~newly issued~~ Series of Investor Certificates, which may ~~include~~ include, without limitation: (i) its name or designation, (ii) an Initial Invested Amount or the method of calculating the Initial Invested Amount, (iii) ~~the~~ a Certificate Rate (or formula for the determination thereof), (iv~~) the Closing Date, (v) the rating agency or agencies rating such Series, (vi) the name of the Clearing Agency, if any, (vii~~) the rights of the Holder of the Exchangeable Transferor Certificate that have been transferred to the Holders of such Series pursuant to such ~~Exchange (including any rights to allocations of Collections of Finance Charge Receivables and Principal Receivables)~~Exchange, (~~viii~~v) the interest payment date or dates and the date or dates from which interest shall accrue, (ixvi) the method of allocating Collections ~~with respect to~~ of Principal Receivables for such Series and, if applicable, with respect to other Series and the method by which the principal amount of Investor Certificates of such Series shall amortize or accrete and the method for allocating Collections ~~with respect to~~ of Finance Charge Receivables and Receivables in Defaulted Accounts, (xvii) the names of any accounts to be used by such Series and the terms governing the operation of any such account, (xiviii) the ~~Series~~ Servicing Fee Percentage, (~~xii~~ix) the Minimum Transferor ~~Interest~~Interest Percentage, (~~xiii~~x) the Minimum Aggregate Principal Receivables, (xi) the Series Termination Date, (~~xiv~~xii) the terms of any ~~Enhancement with respect to such Series~~Enhancement, (xvxiii) the Enhancement Provider, if ~~applicable~~any, (~~xvi~~xiv) the base ~~rate applicable to such Series~~rate, if any, (~~xvii~~xv) the Repurchase Terms or the terms on which the Certificates of such Series may be ~~repurchased or~~ remarketed to other investors, (~~xviii~~xvi) any deposit into any account provided for such Series, (~~xix~~xvii) the number of Classes of within such Series, and if more than one Class, the rights and priorities of each such Class, (xviii) the extent to which the Investor Certificates will be issuable in temporary or permanent global form and, in such case, the depository for such global certificate or certificates, the terms and conditions, if any, upon which such global certificate may be exchanged in whole or in part for Definitive Certificates, and the manner in which any interest payable on a temporary or global certificate will be paid, (xix) whether the Certificates may be issued in bearer form and any limitations imposed thereon and provisions relating to compliance with applicable laws and rules for bearer instruments, (xx) the priority of such Series with respect to any other Series, (xxi) whether Interchange or other fees will be included in the funds available to be paid ~~for such Series, (xxi) the priority of any Series~~ with respect to ~~any other~~ such Series, (xxii) whether such Series will or may be paired with any other Series and the ~~rights~~Series with which it will be paired, if ~~any, of the holders of the Exchangeable Transferor Certificates that have been transferred to the holders of such Series~~applicable, (xxiii) the ~~Minimum Aggregate Principal Receivables~~Group, ~~(xxiv) whether~~ if any, to which such Series ~~will be part of a Group~~belongs, and (~~xxv~~xxiv) any other relevant terms of such Series ~~(including whether or not such Series will be pledged as collateral for an issuance of any other securities, including commercial paper)~~ (all such terms, the "Principal Terms" of such Series). The terms of such Supplement may modify or --------------- amend the terms of this Agreement solely as applied to such new Series. If on the date of the issuance of such ~~series~~ Series there is issued and outstanding ~~one or more Series of Investor Certificates and~~ no Series of Investor Certificates which is currently rated by a Rating Agency, then as a condition to such Exchange a nationally recognized investment banking firm or commercial bank shall also deliver to the Trustee an officer's certificate stating, in substance, that the Exchange will not have an adverse effect on the timing or distribution of payments to such other Series of Investor Certificates then issued and outstanding. (d) In connection with the creation or sale of any additional interest in the Trust or the Receivables, whether or not designated as an Exchange (including, without limitation, the receipt by the Trust or the Transferor of the proceeds of any loan or additional loan provided by any Enhancement Provider), the Transferor shall deliver to the Trustee and to each Rating Agency assigning a rating to any Class of Investor Certificates of any then outstanding Series (if so requested by such Rating Agency) a Tax Opinion with respect to such interest.

Appears in 1 contract

Samples: Master Pooling and Servicing Agreement (Fnanb Credit Card Master Trust)

Tender of Exchangeable Transferor Certificate. (a) Upon any Exchange, the Trustee shall issue to the Holder of the Exchangeable Transferor Certificate under Section 6.01, for execution and redelivery to the Trustee for authentication under Section 6.02, one or more new Series of Investor Certificates. Each Investor Certificate of any such Series of Investor Certificates shall be substantially in the form specified in the related Supplement and shall bear, upon its face, the designation for such Series to which it belongs, as selected by the Transferor. Except as specified in any Supplement for a related Series, all Investor Certificates of any Series shall rank pari passu and be equally and ratably entitled as provided herein to the benefits hereof (except that the Enhancement provided for any Series shall not be available for any other Series) without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Agreement and the related Supplement. (b) The Holder of the Exchangeable Transferor Certificate may tender (any such tender, a "Transferor Exchange") the Exchangeable Transferor Certificate to the Trustee in exchange for ~~(i)~~ one or more newly issued Series of Investor Certificates and ~~(ii) if there is~~ a ~~currently existing~~ reissued Exchangeable Transferor Certificate, upon presentation of such Exchangeable Transferor Certificate to the Trustee for cancellation, a new Exchangeable Transferor Certificate in certificated form dated the Exchange Date (any such tender, a "Transferor Exchange"). In addition, to the extent permitted for any Series of Investor Certificates as specified in the related Supplement, the Investor Certificateholders of such Series may tender (an "Investor Exchange") their Investor Certificates ~~and, if there is a currently existing Exchangeable Transferor Certificate in certificated form,~~ and the Holder of the Exchangeable Transferor Certificate may tender the Exchangeable Transferor Certificate to the Trustee pursuant to the terms and conditions set forth in such Supplement in exchange for (iA) one or more newly issued Series of Investor Certificates and (iiB) ~~upon presentation of such~~ a reissued Exchangeable Transferor ~~Certificate to the Trustee for cancellation~~Certificate, ~~a new Exchangeable Transferor Certificate in certificated form dated the Exchange Date (an "Investor Exchange")~~respectively. ~~The Transferor Exchange and Investor Exchange are referred to collectively herein as an "Exchange."~~ The Holder of the Exchangeable Transferor Certificate may perform an Exchange by notifying the Trustee, in writing at least five days in advance (an "Exchange Notice") of the date upon which the Exchange is to occur (an "Exchange Date"). Any Exchange Notice shall state the designation of any Series to be issued on the Exchange Date and, with respect to each such Series: (ai) its Initial ~~Invested Amount~~ Investor Interest (or the method for calculating such Initial ~~Invested Amount), which at any time may not be greater than the current principal amount of the Exchangeable Transferor Certificate at such time (or in the case of an~~ Investor ~~Exchange, the sum of the Invested Amount of the Series of Investor Certificates to be exchanged plus the current principal amount of the Exchangeable Transferor Certificate~~Interest), (bii) its Certificate Rate (or the method for allocating interest payments or other cash flows to such Series), if any, ~~and~~ (ciii) the Enhancement Provider, if any, with respect to such Series, and (iv) the excess of the Principal Receivables in the Trust over the Minimum Transferor Interest after giving effect to the Exchange. (b) Upon any Exchange, the Trustee shall issue to the Holder of the Exchangeable Transferor Certificate under Section 6.01, for execution and redelivery to the Trustee for authentication under Section 6.02, one or more new Series of Investor Certificates. Any such Series of Investor Certificates shall be substantially in the form specified in the related Supplement and shall bear, upon its face, the designation for such Series to which it belongs, as selected by the Transferor. (c) On the related Exchange Date, the Trustee shall authenticate and deliver any such Series of Investor Certificates only upon delivery to it of the following: (ai) a Supplement satisfying the criteria set forth in subsection ~~6.09(c~~6.09(d) executed by the Transferor and the Master Servicer and specifying the Principal Terms of such Series, (bii) the applicable Enhancement, if any, (ciii) the agreement, if any, pursuant to which the Enhancement Provider agrees to provide the Enhancement, if any, (div) an Opinion of Counsel to the effect that~~, unless otherwise specified in the related Supplement~~, the newly issued Series of Investor Certificates will be treated as debt or as a partnership interest (in which case such opinion shall also state that the Trust will not be taxable as a corporation or a publicly traded partnership) for ~~Federal~~ federal income tax purposes and that the issuance of the newly issued Series of Investor Certificates will not adversely affect the ~~Federal~~ federal income tax characterization of the Holder of any outstanding Series of Investor Certificates or any Certificate Owner, (ev) ~~written confirmation from each~~ the Rating Agency ~~that the Exchange will not result in such Rating Agency's reducing or withdrawing its rating on any then outstanding Series as to which it~~ Condition is ~~a Rating Agency~~satisfied, (fvi) an Officer's Certificate signed by a ~~Vice President (or any more senior officer)~~ Responsible Officer of the Transferor, that on the Exchange Date (iA) the Transferor, after giving effect to the Exchange, would not be required to add Additional Accounts pursuant to subsection 2.06(a) and (iiB) after giving effect to such Exchange, the Transferor Interest would be at least equal to the Minimum Transferor Interest, and (gvii) the existing Exchangeable Transferor ~~Certificate, if any,~~ Certificate or applicable Investor Certificates, as the case may be. Upon satisfaction of such conditions, the Trustee shall cancel the existing Exchangeable Transferor ~~Certificate, if any,~~ Certificate or applicable Investor Certificates, as the case may be, and issue, as provided above, such Series of Investor Certificates ~~and, if any such Exchangeable Transferor Certificate shall have been cancelled,~~ and a new Exchangeable Transferor Certificate, dated the Exchange Date. There is no limit to the number of Exchanges that may be performed under this Agreement. (cd) In conjunction with an Exchange, the parties hereto shall execute a Supplement, which shall specify the relevant terms (the "Principal Terms") with respect to any newly issued Series of Investor Certificates, which may include without limitation: (i) its name or designation, (ii) an Initial ~~Invested Amount~~ Investor Interest or the method of calculating the Initial ~~Invested Amount~~Investor Interest, (iii) the Certificate ~~Rate (or formula for the determination thereof)~~Rate, (iv) the Closing Date, (v) the rating agency or agencies rating such Series, (vi) the name of the Clearing Agency, if any, (vii) the rights of the Holder of the Exchangeable Transferor Certificate that have been transferred to the Holders of such Series pursuant to such Exchange (including any rights to allocations of Collections of Finance Charge Receivables and Principal Receivables), (viii) the interest payment date or dates and the date or dates from which interest shall accrue, (ix) the method of allocating Collections with respect to Principal Receivables for such Series and, if applicable, with respect to other Series and the method by which the principal amount of Investor Certificates of such Series shall amortize or accrete and the method for allocating Collections with respect to Finance Charge Receivables and Receivables in Defaulted Accounts, (x) the names of any accounts to be used by such Series and the terms governing the operation of any such account, (xi) the Series Servicing Fee Percentage, (xii) the Minimum Transferor Interest, (xiii) the ~~Series Termination Date, (xiv) the~~ terms of any Enhancement with respect to such Series, (xvxiv) the Enhancement Provider, if applicable, (~~xvi~~xv) the base rate applicable to such Series, (~~xvii~~xvi) the terms on which the Certificates of such Series may be repurchased or remarketed to other investors, (~~xviii~~xvii) any deposit into any account provided for such Series, (~~xix~~xviii) the number of Classes of such Series, and if more than one Class, the rights and priorities of each such Class, (~~xx) whether Interchange or other fees will be included in the funds available to be paid for such Series, (xxi~~xix) the priority of any Series with respect to any other Series, (~~xxii~~xx) the ~~rights, if any, of the holders of the Exchangeable Transferor Certificates that have been transferred to the holders of such Series~~Series Termination Date, (~~xxiii~~xxi) the Pool Factor, (xxii) the Minimum Aggregate Principal Receivables, (~~xxiv~~xxiii) whether such Series will be part of a Group, and (~~xxv~~xxiv) any other relevant terms of such Series (including whether or not such Series will be pledged as collateral for an issuance of any other securities, including commercial paper~~) (all such terms, the "Principal Terms" of such Series~~). The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. If on the date of the issuance of such ~~series~~ Series there is issued and outstanding one or more Series of Investor Certificates and no Series of Investor Certificates is currently rated by a Rating Agency, then as a condition to such Exchange a nationally recognized investment banking firm or commercial bank shall also deliver to the Trustee an ~~officer's~~ officers certificate stating, in substance, that the Exchange will not have an adverse effect on the timing or distribution of payments to such other Series of Investor Certificates then issued and outstanding.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Dillard Asset Funding Co)

Tender of Exchangeable Transferor Certificate. (a) Upon any Exchange, the Trustee shall issue to the ~~Holder~~ Transferor under Section 6.1 for execution (unless the Trustee is to execute such Series on behalf of the ~~Exchangeable Transferor Certificate under Section 6.01~~Trust, ~~for execution~~ as specified in the applicable Supplement) and redelivery to the Trustee for authentication under Section ~~6.02,~~ 6.2 one or more new Series of Investor Certificates. ~~Each Investor Certificate of any~~ Any such Series of Investor Certificates shall be substantially in the form specified in the related Supplement and shall bear, upon its face, the designation for such Series ~~to which it belongs, as~~ selected by the Transferor. Except as specified in ~~any~~ the Supplement for ~~a related~~ any Series as to differing treatment of the Investor Certificates within such Series, all Investor Certificates of any Series shall ~~rank pari passu and~~ be equally and ratably entitled as provided herein to the benefits hereof ~~(except that the Enhancement provided for any Series shall not be available for any other Series)~~ without preference, priority or distinction on account of the actual time or times of authentication and ~~delivery~~delivery (except that any Enhancement provided for any Series shall not be available for any other Series), all in accordance with the terms and provisions of this Agreement and the ~~related~~ applicable Supplement. (b) The Holder of the Exchangeable Transferor Certificate may tender the Exchangeable Transferor Certificate, or the Exchangeable Transferor Certificate and the Investor Certificates of any Series, to the Trustee in exchange for (i) one or more newly issued Series of Investor Certificates and (ii) ~~if there is~~ a ~~currently existing Exchangeable Transferor Certificate, upon presentation of such~~ reissued Exchangeable Transferor Certificate ~~to the Trustee for cancellation, a new Exchangeable Transferor Certificate in certificated form dated the Exchange Date~~ (any such tender, a "Transferor Exchange"). In addition, to the extent permitted for any Series of Investor Certificates as specified in the related Supplement, the Investor Certificateholders of such Series may tender their Investor Certificates and, if there is a currently existing Exchangeable Transferor Certificate in certificated form, the Holder of the Exchangeable Transferor Certificate may tender the Exchangeable Transferor Certificate to the Trustee pursuant to the terms and conditions set forth in such Supplement in exchange for (i) one or more newly issued Series of Investor Certificates and (ii) upon presentation of such Exchangeable Transferor Certificate to the Trustee for cancellation, a new Exchangeable Transferor Certificate in certificated form dated the Exchange Date (an "~~Investor~~ Exchange"). The Transferor ~~Exchange and Investor Exchange are referred to collectively herein as an "Exchange." The Holder of the Exchangeable Transferor Certificate~~ may perform an ~~Exchange~~ Exchange, without the consent of any -------- Certificateholder, by notifying the Trustee, in writing at least ~~five days~~ three Business Days in advance (an "Exchange Notice") of the date upon which the Exchange is to --------------- occur (an "Exchange Date"). Any Exchange Notice shall state the designation of ------------- any Series to be issued on the Exchange Date and, with respect to each such Series: (ax) its Initial Invested Amount (or the method for calculating such Initial Invested Amount), if any, which ~~at any time~~ amount may not be greater than the current principal amount of the Exchangeable Transferor Certificate minus the Minimum Transferor Amount at such ~~time~~ time, and (or in the case of an Investor Exchange, the sum of the Invested Amount of the Series of Investor Certificates to be exchanged plus the current principal amount of the Exchangeable Transferor Certificate), (by) its ----- Certificate Rate (or the method for allocating interest payments or other cash ~~flows~~ flow to such Series), if any~~, and (c) the Enhancement Provider, if any, with respect to such Series~~. On the Exchange Date, the Trustee shall authenticate and deliver any such Series ~~of Investor Certificates~~ only upon delivery to it of the following: (aA) a Supplement ~~satisfying~~ in form satisfactory to the ~~criteria set forth in subsection 6.09(c)~~ Trustee executed by the Transferor and specifying the Principal Terms of such Series, (~~b) the applicable Enhancement, if any, (c) the agreement, if any, pursuant to which the Enhancement Provider agrees to provide the Enhancement, if any, (d~~B) an Opinion of Counsel to the effect that, unless otherwise specified in the related Supplement, the newly issued Series of Investor Certificates (other than any Class of Investor Certificates required to be retained by the Transferor) will be ~~treated~~ characterized as ~~debt~~ either indebtedness or an interest in a partnership (that is not taxable as a corporation) under existing law for Federal income tax purposes and that the issuance of the newly issued Series of Investor Certificates will not ~~adversely affect~~ have any material adverse impact on the Federal income tax characterization ~~of the Holder~~ of any outstanding Series of Investor Certificates that have been the subject of a previous opinion of tax counsel or ~~any Certificate Owner~~result in the Trust being taxable as an association or as a publicly traded partnership taxable as a corporation for Federal or applicable state tax purposes (such opinion, a "Tax Opinion"), (eC) an ----------- agreement, if any, pursuant to which the Enhancement Provider agrees to provide Enhancement, (D) written confirmation from each Rating Agency that the Exchange will not result in ~~such~~ the Rating Agency's reducing or withdrawing its rating on any then outstanding Series ~~as to which~~ rated by it is a Rating Agency, (f) an Officer's Certificate signed by a Vice President (or any more senior officer) of the Transferor, that on the Exchange Date (i) the Transferor, after giving effect to the Exchange, would not be required to add Additional Accounts pursuant to subsection 2.06(a) and (~~ii) after giving effect to such Exchange, the Transferor Interest would be at least equal to the Minimum Transferor Interest, and (g~~E) the existing Exchangeable Transferor ~~Certificate~~Certificate and the Investor Certificate of the Series, if any, ~~or applicable Investor Certificates, as the case may be~~to be exchanged. Upon satisfaction of such conditions, the Trustee shall cancel the existing Exchangeable Transferor ~~Certificate, if any, or applicable Investor Certificates, as the case may be,~~ Certificate and issue, as provided above, such Series of Investor Certificates ~~and, if any such Exchangeable Transferor Certificate shall have been cancelled,~~ and a new Exchangeable Transferor Certificate, dated the Exchange Date. There is no limit to the number of Exchanges that may be performed under this Agreement. (c) In conjunction with an Exchange, the parties hereto shall execute a Supplement, which shall specify the relevant terms with respect to any ~~newly issued~~ Series of Investor Certificates, which may ~~include~~ include, without limitation: (i) its name or designation, (ii) an Initial Invested Amount or the method of calculating the Initial Invested Amount, (iii) ~~the~~ a Certificate Rate (or formula for the determination thereof), (iv~~) the Closing Date, (v) the rating agency or agencies rating such Series, (vi) the name of the Clearing Agency, if any, (vii~~) the rights of the Holder of the Exchangeable Transferor Certificate that have been transferred to the Holders of such Series pursuant to such ~~Exchange (including any rights to allocations of Collections of Finance Charge Receivables and Principal Receivables)~~Exchange, (~~viii~~v) the interest payment date or dates and the date or dates from which interest shall accrue, (ixvi) the method of allocating Collections ~~with respect to~~ of Principal Receivables for such Series and, if applicable, with respect to other Series and the method by which the principal amount of Investor Certificates of such Series shall amortize or accrete and the method for allocating Collections ~~with respect to~~ of Finance Charge Receivables and Receivables in Defaulted Accounts, (xvii) the names of any accounts to be used by such Series and the terms governing the operation of any such account, (xiviii) the ~~Series~~ Servicing Fee Percentage, (~~xii~~ix) the Minimum Transferor ~~Interest~~Interest Percentage, (~~xiii~~x) the Minimum Aggregate Principal Receivables, (xi) the Series Termination Date, (~~xiv~~xii) the terms of any ~~Enhancement with respect to such Series~~Enhancement, (xvxiii) the Enhancement Provider, if ~~applicable~~any, (~~xvi~~xiv) the base ~~rate applicable to such Series~~rate, if any, (~~xvii~~xv) the Repurchase Terms or the terms on which the Certificates of such Series may be ~~repurchased or~~ remarketed to other investors, (~~xviii~~xvi) any deposit into any account provided for such Series, (~~xix~~xvii) the number of Classes of within such Series, and if more than one Class, the rights and priorities of each such Class, (xviii) the extent to which the Investor Certificates will be issuable in temporary or permanent global form and, in such case, the depository for such global certificate or certificates, the terms and conditions, if any, upon which such global certificate may be exchanged in whole or in part for Definitive Certificates, and the manner in which any interest payable on a temporary or global certificate will be paid, (xix) whether the Certificates may be issued in bearer form and any limitations imposed thereon and provisions relating to compliance with applicable laws and rules for bearer instruments, (xx) the priority of such Series with respect to any other Series, (xxi) whether Interchange or other fees will be included in the funds available to be paid ~~for such Series, (xxi) the priority of any Series~~ with respect to ~~any other~~ such Series, (xxii) whether such Series will or may be paired with any other Series and the ~~rights~~Series with which it will be paired, if ~~any, of the holders of the Exchangeable Transferor Certificates that have been transferred to the holders of such Series~~applicable, (xxiii) the ~~Minimum Aggregate Principal Receivables~~Group, ~~(xxiv) whether~~ if any, to which such Series ~~will be part of a Group~~belongs, and (~~xxv~~xxiv) any other relevant terms of such Series ~~(including whether or not such Series will be pledged as collateral for an issuance of any other securities, including commercial paper)~~ (all such terms, the "Principal Terms" --------------- of such Series). The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. If on the date of the issuance of such ~~series~~ Series there is issued and outstanding ~~one or more Series of Investor Certificates and~~ no Series of Investor Certificates which is currently rated by a Rating Agency, then as a condition to such Exchange a nationally recognized investment banking firm or commercial bank shall also deliver to the Trustee an officer's certificate stating, in substance, that the Exchange will not have an adverse effect on the timing or distribution of payments to such other Series of Investor Certificates then issued and outstanding. (d) In connection with the creation or sale of any additional interest in the Trust or the Receivables, whether or not designated as an Exchange (including, without limitation, the receipt by the Trust or the Transferor of the proceeds of any loan or additional loan provided by any Enhancement Provider), the Transferor shall deliver to the Trustee and to each Rating Agency assigning a rating to any Class of Investor Certificates of any then outstanding Series (if so requested by such Rating Agency) a Tax Opinion with respect to such interest.

Appears in 1 contract

Samples: Master Pooling and Servicing Agreement (Circuit City Credit Card Master Trust)

Tender of Exchangeable Transferor Certificate. (a) Upon any Exchange, the Trustee shall issue to the ~~Holder~~ Transferor under Section 6.1 for execution (unless the Trustee is to execute such Series on behalf of the ~~Exchangeable Transferor Certificate under Section 6.01~~Trust, ~~for execution~~ as specified in the applicable Supplement) and redelivery to the Trustee for authentication under Section ~~6.02,~~ 6.2 one or more new Series of Investor Certificates. ~~Each Investor Certificate of any~~ Any such Series of Investor Certificates shall be substantially in the form specified in the related Supplement and shall bear, upon its face, the designation for such Series ~~to which it belongs, as~~ selected by the Transferor. Except as specified in ~~any~~ the Supplement for ~~a related~~ any Series as to differing treatment of the Investor Certificates within such Series, all Investor Certificates of any Series shall ~~rank pari passu and~~ be equally and ratably entitled as provided herein to the benefits hereof ~~(except that the Enhancement provided for any Series shall not be available for any other Series)~~ without preference, priority or distinction on account of the actual time or times of authentication and ~~delivery~~delivery (except that any Enhancement provided for any Series shall not be available for any other Series), all in accordance with the terms and provisions of this Agreement and the ~~related~~ applicable Supplement. (b) The Holder of the Exchangeable Transferor Certificate may tender the Exchangeable Transferor Certificate to the Trustee in exchange for (i) one or more newly issued Series of Investor Certificates and (ii) if there is a currently existing Exchangeable Transferor Certificate, upon presentation of such Exchangeable Transferor Certificate to the Trustee for cancellation, a ~~new~~ reissued Exchangeable Transferor Certificate ~~in certificated form dated the Exchange Date~~ (any such ~~tender,~~ tender a "“Transferor Exchange"”). In addition, to the extent permitted for any Series of Investor Certificates as specified in the related Supplement, the Investor Certificateholders of such Series may tender their Investor Certificates ~~and,~~ and if there is a currently existing Exchangeable Transferor Certificate in certificated form, the Holder of the Exchangeable Transferor Certificate may tender the Exchangeable Transferor Certificate to the Trustee pursuant to the terms and conditions set forth in such Supplement in exchange for (i) one or more newly issued Series of Investor Certificates and (ii) upon presentation of such Exchangeable Transferor Certificate to the Trustee for cancellation, a ~~new~~ reissued Exchangeable Transferor Certificate ~~in certificated form dated the Exchange Date~~ (an "“Investor Exchange"”). The Transferor Exchange and Investor Exchange are referred to collectively herein as an "“Exchange." ” The Holder of the ~~Exchangeable~~ Transferor Certificate may perform an ~~Exchange~~ Exchange, without the consent of any Certificateholder, by notifying the Trustee, in writing at least ~~five~~ three days in advance (an "“Exchange Notice"”) of the date upon which the Exchange is to occur (an "“Exchange Date"”). Any Exchange Notice shall state the designation of any Series (and Class thereof, if applicable) to be issued on the Exchange Date and, with respect to each such Series: (ax) its Initial Invested Amount (or the method for calculating such Initial Invested Amount)) if any, which ~~at any time~~ amount may not be greater than the current principal amount of the Exchangeable Transferor Certificate minus the Minimum Transferor Amount at such time (or in the case of an Investor Exchange, the sum of the Invested Amount of the Series of Investor Certificates to be exchanged plus the current principal amount of the Exchangeable Transferor Certificate)time, (by) its Certificate Rate (or the method for allocating interest payments or other cash ~~flows~~ flow to such Series), if ~~any,~~ any and (cz) the Enhancement Provider, if any, with respect to such Series. On the Exchange Date, the Trustee shall authenticate and deliver any such Series of Investor Certificates only upon delivery to it of the following: (aA) a Supplement ~~satisfying~~ in form satisfactory to the ~~criteria set forth in subsection 6.09(c)~~ Trustee executed by the Transferor and Servicer and specifying the Principal Terms of such Series, (~~b) the applicable Enhancement, if any, (c) the agreement, if any, pursuant to which the Enhancement Provider agrees to provide the Enhancement, if any, (d~~B) an Opinion of Counsel to the effect that, unless otherwise specified in the related Supplement, the newly issued Series of Investor Certificates (other than any Class of Investor Certificates required to be retained by the Transferor) will be ~~treated~~ characterized as ~~debt~~ either indebtedness or an interest in a partnership (that is not taxable as a corporation) under existing law for Federal income tax purposes and that the issuance of the newly issued Series of Investor Certificates will not ~~adversely affect~~ have any material adverse impact on the Federal income tax characterization ~~of the Holder~~ of any outstanding Series of Investor Certificates that have been the subject of a previous opinion of tax counsel or ~~any Certificate Owner~~result in the Trust being taxable as an association or as a publicly traded partnership taxable as a corporation for Federal or applicable state tax purposes (such opinion, a “Tax Opinion”), (eC) an agreement, if any, pursuant to which the Enhancement Provider agrees to provide Enhancement, (D) written confirmation from each Rating Agency that the Exchange will not result in ~~such~~ the Rating Agency's ’s reducing or withdrawing its rating on any then outstanding Series ~~as to which it is a Rating Agency~~rated by it, (fE) an Officer's ’s Certificate signed by a Vice President (or ~~any~~ more senior officer) of the ~~Transferor,~~ Transferor that on the Exchange Date (i) the Transferor, after giving effect to the Exchange, would not be required to ~~add~~ designate Additional Accounts pursuant to subsection ~~2.06(a)~~ 2.6(a), and (ii) after giving effect to such Exchange, the Transferor ~~Interest~~ Amount would be at least equal to the Minimum Transferor ~~Interest~~Amount, and (gF) the existing Exchangeable Transferor Certificate, if any, or applicable Investor Certificates, as the case may be. Upon satisfaction of such conditions, the Trustee shall cancel the existing Exchangeable Transferor ~~Certificate, if any,~~ Certificate or applicable Investor Certificates, as the case may be, and issue, as provided above, such Series of Investor Certificates and, if any such Exchangeable Transferor Certificate shall have been ~~cancelled~~canceled, a new Exchangeable Transferor Certificate, dated the Exchange Date. There is no limit to the number of Exchanges that may be performed under this Agreement. (c) In conjunction with an Exchange, the parties hereto shall execute a Supplement, which shall specify the relevant terms with respect to any ~~newly issued~~ Series of Investor Certificates, which may ~~include~~ include, without limitation: (i) its name or designation, (ii) an Initial Invested Amount or the method of calculating the Initial Invested Amount, (iii) ~~the~~ a Certificate Rate (or formula for the determination thereof), (iv~~) the Closing Date, (v) the rating agency or agencies rating such Series, (vi) the name of the Clearing Agency, if any, (vii~~) the rights of the Holder of the Exchangeable Transferor Certificate that have been transferred to the Holders of such Series pursuant to such ~~Exchange (including any rights to allocations of Collections of Finance Charge Receivables and Principal Receivables)~~Exchange, (~~viii~~v) the interest payment date or dates and the date or dates from which interest shall accrue, (ixvi) the method of allocating Collections ~~with respect to~~ of Principal Receivables for such Series and, if applicable, with respect to other Series and the method by which the principal amount of Investor Certificates of such Series shall amortize or accrete and the method for allocating Collections ~~with respect to~~ of Finance Charge Receivables and Receivables in Defaulted Accounts, (xvii) the names of any accounts to be used by such Series and the terms governing the operation of any such account, (xiviii) the ~~Series~~ Servicing Fee Percentage, (~~xii~~ix) the Minimum Transferor ~~Interest~~Interest Percentage, (~~xiii~~x) the Minimum Aggregate Principal Receivables, (xi) the Series Termination Date, (~~xiv~~xii) the terms of any ~~Enhancement with respect to such Series~~Enhancement, (xvxiii) the Enhancement Provider, if ~~applicable~~any, (~~xvi~~xiv) the base ~~rate applicable to such Series~~rate, if any, (~~xvii~~xv) the Repurchase Terms or the terms on which the Certificates of such Series may be ~~repurchased or~~ remarketed to other investors, (~~xviii~~xvi) any deposit into any account provided for such Series, (~~xix~~xvii) the number of Classes of within such Series, and if more than one Class, the rights and priorities of each such Class, (xviii) the extent to which the Investor Certificates will be issuable in temporary or permanent global form and, in such case, the depository for such global certificate or certificates, the terms and conditions, if any, upon which such global certificate may be exchanged in whole or in part for Definitive Certificates, and the manner in which any interest payable on a temporary or global certificate will be paid, (xix) whether the Certificates may be issued in bearer form and any limitations imposed thereon and provisions relating to compliance with applicable laws and rules for bearer instruments, (xx) the priority of such Series with respect to any other Series, (xxi) whether Interchange or other fees will be included in the funds available to be paid ~~for such Series, (xxi) the priority of any Series~~ with respect to ~~any other~~ such Series, (xxii) whether such Series will or may be paired with any other Series and the ~~rights~~Series with which it will be paired, if ~~any, of the holders of the Exchangeable Transferor Certificates that have been transferred to the holders of such Series~~applicable, (xxiii) the ~~Minimum Aggregate Principal Receivables~~Group, ~~(xxiv) whether~~ if any, to which such Series ~~will be part of a Group~~belongs, and (~~xxv~~xxiv) any other relevant terms of such Series (~~including whether or not such Series will be pledged as collateral for an issuance of any other securities, including commercial paper) (~~all such terms, the "“Principal Terms" ” of such Series). The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. If on the date of the issuance of such ~~series~~ Series there is issued and outstanding ~~one or more Series of Investor Certificates and~~ no Series of Investor Certificates which is currently rated by a Rating Agency, then as a condition to such Exchange a nationally recognized investment banking firm or commercial bank shall also deliver to the Trustee an officer's ’s certificate stating, in substance, that the Exchange will not have an adverse effect on the timing or distribution of payments to such other Series of Investor Certificates then issued and outstanding. (d) In connection with the creation or sale of any additional interest in the Trust or the Receivables, whether or not designated as an Exchange (including, without limitation, the receipt by the Trust or the Transferor of the proceeds of any loan or additional loan provided by any Enhancement Provider), the Transferor shall deliver to the Trustee and to each Rating Agency assigning a rating to any Class of Investor Certificates of any then outstanding Series (if so requested by such Rating Agency) a Tax Opinion with respect to such interest.

Appears in 1 contract

Samples: Master Pooling and Servicing Agreement (Circuit City Credit Card Master Trust)

Tender of Exchangeable Transferor Certificate. (a) Upon any Exchange, the Trustee shall issue to the Holder of the Exchangeable Transferor Certificate under Section 6.01, for execution and redelivery to the Trustee for authentication under Section 6.02, one or more new Series of Investor Certificates. Each Investor Certificate of any such Series of Investor Certificates shall be substantially in the form specified in the related Supplement and shall bear, upon its face, the designation for such Series to which it belongs, as selected by the Transferor. Except as specified in any Supplement for a related Series, all Investor Certificates of any Series shall rank pari passu and be equally and ratably entitled as provided herein to the benefits hereof (except that the Enhancement provided for any Series shall not be available for any other Series) without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Agreement and the related Supplement. (b) The Holder of the Exchangeable Transferor Certificate may ~~tender the Exchangeable Transferor Certificate to the Trustee in exchange for (i)~~ permit Investor Certificates of one or more ~~newly~~ new Series to be issued ~~Series of Investor Certificates and~~ (~~ii) if there is a currently existing Exchangeable Transferor Certificate, upon presentation of such Exchangeable Transferor Certificate to the Trustee for cancellation~~each, a new Exchangeable Transferor Certificate in certificated form dated the Exchange Date (any such tender, a "Transferor Exchange"). In addition, to the extent permitted for any Series of Investor Certificates as specified in the related Supplement, the Investor Certificateholders of such Series may tender their Investor Certificates and, if there is a currently existing Exchangeable Transferor Certificate in certificated form, the Holder of the Exchangeable Transferor Certificate may tender the Exchangeable Transferor Certificate to the Trustee pursuant to the terms and conditions set forth in such Supplement in exchange for (i“New Issuance”) one or more newly issued Series of Investor Certificates and (ii) upon presentation of such Exchangeable Transferor Certificate to the Trustee for cancellation, a new Exchangeable Transferor Certificate in certificated form dated the Exchange Date (an "Investor Exchange"). The Transferor Exchange and Investor Exchange are referred to collectively herein as an "Exchange." The Holder of the Exchangeable Transferor Certificate may perform an Exchange by notifying the ~~Trustee,~~ Trustee in writing at least ~~five~~ three days in advance (~~an "Exchange~~ a “New Issuance Notice"”) of the date upon which the ~~Exchange~~ New Issuance is to occur (~~an "Exchange~~ a “New Issuance Date"”). Any ~~Exchange Notice~~ New Issuance shall state the designation of any Series (and Class thereof, if applicable) to be issued on the ~~Exchange~~ New Issuance Date and, with respect to ~~each~~ such Series: (a) its Initial Invested Amount (or the method for calculating such Initial Invested Amount), which at any time may not be greater than the current principal amount of the Exchangeable Transferor Certificate at such time (or in the case of an Investor Exchange, the sum of the Invested Amount of the Series of Investor Certificates to be exchanged plus the current principal amount of the Exchangeable Transferor Certificate)time, (b) its Certificate Rate (or the method for allocating interest payments or other cash flows to such Series), if any, and (c) the Enhancement Provider, if any, with respect to such Series. On the ~~Exchange~~ New Issuance Date, the Trustee shall authenticate and deliver the Investor Certificates of any such Series ~~of Investor Certificates~~ only upon delivery to it of the following: (a) a Supplement satisfying the criteria set forth in subsection 6.09(c) executed by the Transferor and specifying the Principal Terms of such Series, (b) the applicable Enhancement, if any, (c) the agreement, if any, pursuant to which the Enhancement Provider agrees to provide ~~the~~ any Enhancement~~, if any~~, (d) an Opinion of Counsel to the effect that, unless otherwise specified in the related Supplement, the Investor Certificates of the newly issued Series ~~of Investor Certificates~~ will be treated as debt for Federal income tax purposes and that the issuance of the newly issued Series ~~of Investor Certificates~~ will not adversely affect the Federal income tax characterization of the Holder of any outstanding Series of Investor Certificates or any Certificate Owner, (e) written confirmation from each Rating Agency that the ~~Exchange~~ New Issuance will not result in such Rating Agency's ’s reducing or withdrawing its rating on any then outstanding Series as to which it is a Rating ~~Agency,~~ Agency and (f) an Officer's ’s Certificate signed by a Vice President (or any more senior officer) of the Transferor, that on the ~~Exchange~~ New Issuance Date (i) the Transferor, after giving effect to ~~the Exchange~~such New Issuance, would not be required to add Additional Accounts pursuant to subsection 2.06(a) and (ii) after giving effect to such ~~Exchange~~New Issuance, the Transferor Interest would be at least equal to the Minimum Transferor Interest~~, and (g) the existing Exchangeable Transferor Certificate, if any, or applicable Investor Certificates, as the case may be~~. Upon satisfaction of such conditions, the Trustee shall ~~cancel~~ issue the Investor Certificates of such Series and, if there is a currently existing Exchangeable Transferor Certificate, ~~if any, or applicable Investor Certificates, as the case may be, and issue, as provided above, such Series~~ upon presentation of ~~Investor Certificates and, if any~~ such Exchangeable Transferor Certificate ~~shall have been cancelled~~to the Trustee for cancellation, a new Exchangeable Transferor Certificate, if applicable, dated the ~~Exchange~~ New Issuance Date, as provided above. There is no limit to the number of ~~Exchanges~~ New Issuances that may be performed under this Agreement. In addition, the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. (c) In conjunction with ~~an Exchange~~a New Issuance, the parties hereto shall execute a Supplement, which shall specify the relevant terms with respect to the Investor Certificates of any newly issued ~~Series of Investor Certificates~~Series, which may include without limitation: (i) its name or designation, (ii) an the Initial Invested Amount or the method of calculating the Initial Invested Amount, (iii) the Certificate Rate (or formula for the determination thereof), (iv) the Closing Date, (v) the rating agency or agencies rating such Series, (vi) the name of the Clearing Agency, if any, (vii) the rights of the Holder of the Exchangeable Transferor Certificate that have been transferred to the Holders of such Series pursuant to such ~~Exchange~~ New Issuance (including any rights to allocations of Collections of Finance Charge Receivables and Principal Receivables), (viii) the interest payment date or dates and the date or dates from which interest shall accrue, (ix) the method of allocating Collections with respect to Principal Receivables for such Series and, if applicable, with respect to other Series and the method by which the principal amount of Investor Certificates of such Series shall amortize or accrete and the method for allocating Collections with respect to Finance Charge Receivables and Receivables in Defaulted Accounts, (x) the names of any accounts to be used by such Series and the terms governing the operation of any such account, (xi) the Series Servicing Fee Percentage, (xii) the Minimum Transferor Interest, (xiii) the Series Termination Date, (xiv) the terms of any Enhancement with respect to such Series, (xv) the Enhancement Provider, if applicable, (xvi) the base rate applicable to such Series, (xvii) the terms on which the Certificates of such Series may be repurchased or remarketed to other investors, (xviii) any deposit into any account provided for such Series, (xix) the number of Classes of such Series, and if more than one Class, the rights and priorities of each such Class, (xx) whether Interchange or other fees will be included in the funds available to be paid for such Series, (xxi) the priority of any Series with respect to any other Series, (xxii) the ~~rights, if any, of the holders of the Exchangeable Transferor Certificates that have been transferred to the holders of such Series, (xxiii) the~~ Minimum Aggregate Principal Receivables, (~~xxiv~~xxiii) whether such Series will be part of a Group, and (~~xxv~~xxiv) any other relevant terms of such Series (including whether or not such Series will be pledged as collateral for an issuance of any other securities, including commercial paper) (all such terms, the "“Principal Terms" ” of such Series). The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. If on the date of the issuance of such series there is issued and outstanding one or more Series of Investor Certificates and no Series of Investor Certificates is currently rated by a Rating Agency, then as a condition to such ~~Exchange~~ New Issuance a nationally recognized investment banking firm or commercial bank shall also deliver to the Trustee an officer's ’s certificate stating, in substance, that the Exchange will not have an adverse effect on the timing or distribution of payments to the Investor Certificates of such other Series ~~of Investor Certificates~~ then issued and outstanding.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (First Usa Credit Card Master Trust)

Tender of Exchangeable Transferor Certificate. (a) Upon any Exchange, the Trustee shall issue to the Holder of the Exchangeable Transferor Certificate under Section 6.01, for execution and redelivery to the Trustee for authentication under Section 6.02, one or more new Series of Investor Certificates. ~~Each Investor Certificate of any~~ Any such Series of Investor Certificates shall be substantially in the form specified in the related Supplement and shall bear, upon its face, the designation for such Series to which it belongs, as selected by the Transferor. Except as specified in any Supplement for a related Series, all Investor Certificates of any Series shall rank pari passu and be equally and ratably entitled as provided herein to the benefits hereof (except that the Enhancement provided for any Series shall not be available for any other Series) without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Agreement and the related Supplement. (b) The Holder of the Exchangeable Transferor Certificate may tender the Exchangeable Transferor Certificate to the Trustee in exchange for (i) one or more newly issued Series of Investor Certificates and (ii) ~~if there is~~ a ~~currently existing Exchangeable Transferor Certificate, upon presentation of such~~ reissued Exchangeable Transferor Certificate ~~to the Trustee for cancellation, a new Exchangeable Transferor Certificate in certificated form dated the Exchange Date~~ (any such tender, a "Transferor Exchange"). In addition, to the extent permitted for any Series of Investor Certificates as specified in the related Supplement, the Investor Certificateholders of such Series may tender their Investor Certificates ~~and, if there is a currently existing Exchangeable Transferor Certificate in certificated form,~~ and the Holder of the Exchangeable Transferor Certificate may tender the Exchangeable Transferor Certificate to the Trustee pursuant to the terms and conditions set forth in such Supplement in exchange for (i) one or more newly issued Series of Investor Certificates and (ii) ~~upon presentation of such~~ a reissued Exchangeable Transferor Certificate ~~to the Trustee for cancellation, a new Exchangeable Transferor Certificate in certificated form dated the Exchange Date~~ (an "Investor Exchange"). The Transferor Exchange and Investor Exchange are referred to collectively herein as an "Exchange." The Holder of the Exchangeable Transferor Certificate may perform an Exchange by notifying the Trustee, in writing at least five days in advance (an "Exchange Notice") of the date upon which the Exchange is to occur (an "Exchange Date"). Any Exchange Notice shall state the designation of any Series to be issued on the Exchange Date and, with respect to each such Series: (a) its Initial Invested Amount (or the method for calculating such Initial ~~Invested Amount~~Investor Interest), which at any time may not be greater than the current principal amount of the Exchangeable Transferor Certificate at such time (or in the case of an Investor Exchange, the sum of the Invested Amount of the Series of Investor Certificates to be exchanged plus the current principal amount of the Exchangeable Transferor Certificate), (b) its Certificate Rate (or the method for allocating interest payments or other cash flows to such Series), if any, and (c) the Enhancement Provider, if any, with respect to such Series. On the Exchange Date, the Trustee shall authenticate and deliver any such Series of Investor Certificates only upon delivery to it of the following: (a) a Supplement satisfying the criteria set forth in subsection 6.09(c) executed by the Transferor and specifying the Principal Terms of such Series, (b) the applicable Enhancement, if any, (c) the agreement, if any, pursuant to which the Enhancement Provider agrees to provide the Enhancement, if any, (d) an Opinion of Counsel to the effect that, unless otherwise ~~specified~~ stated in the related Supplement, the newly issued Series of Investor Certificates will be treated as debt for Federal income tax purposes and that the issuance of the newly issued Series of Investor Certificates will not adversely affect the Federal income tax characterization of the Holder of any outstanding Series of Investor Certificates or any Certificate Owner, (e) written confirmation from each Rating Agency that the Exchange will not result in such Rating Agency's reducing or withdrawing its rating on any then outstanding Series as to which it is a Rating Agency, (f) an Officer's Certificate signed by a Vice President (or any more senior officer) of the Transferor, that on the Exchange Date (i) the Transferor, after giving effect to the Exchange, would not be required to add Additional Accounts pursuant to subsection 2.06(a) and (ii) after giving effect to such Exchange, the Transferor Interest would be at least equal to the Minimum Transferor Interest, and (g) the existing Exchangeable Transferor ~~Certificate, if any,~~ Certificate or applicable Investor Certificates, as the case may be. Upon satisfaction of such conditions, the Trustee shall cancel the existing Exchangeable Transferor ~~Certificate, if any,~~ Certificate or applicable Investor Certificates, as the case may be, and issue, as provided above, such Series of Investor Certificates ~~and, if any such Exchangeable Transferor Certificate shall have been cancelled,~~ and a new Exchangeable Transferor Certificate, dated the Exchange Date. There is no limit to the number of Exchanges that may be performed under ~~this~~ the Agreement. (c) In conjunction with an Exchange, the parties hereto shall execute a Supplement, which shall specify the relevant terms with respect to any newly issued Series of Investor Certificates, which may include without limitation: (i) its name or designation, (ii) an Initial Invested Amount or the method of calculating the Initial Invested Amount, (iii) the Certificate Rate (or formula for the determination thereof), (iv) the Closing Date, (v) the rating agency or agencies rating such Series, (vi) the name of the Clearing Agency, if any, (vii) the rights of the Holder of the Exchangeable Transferor Certificate that have been transferred to the Holders of such Series pursuant to such Exchange (including any rights to allocations of Collections of Finance Charge Receivables and Principal Receivables), (viii) the interest payment date or dates and the date or dates from which interest shall accrue, (ix) the method of allocating Collections with respect to Principal Receivables for such Series and, if applicable, with respect to other Series and the method by which the principal amount of Investor Certificates of such Series shall amortize or accrete and the method for allocating Collections with respect to Finance Charge Receivables and Receivables in Defaulted Accounts, (x) the names of any accounts to be used by such Series and the terms governing the operation of any such account, (xi) the Series Servicing Fee Percentage, (xii) the Minimum Transferor Interest, ~~(xiii)~~ the Series Termination Date, (~~xiv~~xiii) the terms of any Enhancement with respect to such Series, (xvxiv) the Enhancement Provider, if applicable, (~~xvi~~xv) the base rate applicable to such Series, (~~xvii~~xvi) the terms on which the Certificates of such Series may be repurchased or remarketed to other investors, (~~xviii~~xvii) any deposit into any account provided for such Series, (~~xix~~xviii) the number of Classes of such Series, and if more than one Class, the rights and priorities of each such Class, (xxxix) whether Interchange or other fees will be included in the funds available to be paid for such Series, (~~xxi~~xx) the priority of any Series with respect to any other Series, (~~xxii~~xxi) the rights, if any, of the holders of the Exchangeable Transferor Certificates that have been transferred to the holders of such Series, (xxii) the Pool Factor, (xxiii) the Minimum Aggregate Principal Receivables, (xxiv) whether such Series will be part of a Group, and (xxv) any other relevant terms of such Series (including whether or not such Series will be pledged as collateral for an issuance of any other securities, including commercial paper) (all such terms, the "Principal Terms" of such Series). The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. If on the date of the issuance of such series there is issued and outstanding one or more Series of Investor Certificates and no Series of Investor Certificates is currently rated by a Rating Agency, then as a condition to such Exchange a nationally recognized investment banking firm or commercial bank shall also deliver to the Trustee an officer's certificate stating, in substance, that the Exchange will not have an adverse effect on the timing or distribution of payments to such other Series of Investor Certificates then issued and outstanding.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (First Usa Credit Card Master Trust)

Tender of Exchangeable Transferor Certificate. (a) Upon any Exchange, the Trustee shall issue to the Holder of the Exchangeable Transferor Certificate under Section 6.01, for execution and redelivery to the Trustee for authentication under Section 6.02, one or more new Series of Investor Certificates. Each Investor Certificate of any such Series of Investor Certificates shall be substantially in the form specified in the related Supplement and shall bear, upon its face, the designation for such Series to which it belongs, as selected by the Transferor. Except as specified in any Supplement for a related Series, all Investor Certificates of any Series shall rank pari passu and be equally and ratably entitled as provided herein to the benefits hereof (except that the Enhancement provided for any Series shall not be available for any other Series) without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Agreement and the related Supplement. (b) The Holder of the Exchangeable Transferor Certificate may ~~tender the Exchangeable Transferor Certificate to the Trustee in exchange for (i)~~ permit Investor Certificates of one or more ~~newly~~ new Series to be issued ~~Series of Investor Certificates and~~ (~~ii) if there is a currently existing Exchangeable Transferor Certificate, upon presentation of such Exchangeable Transferor Certificate to the Trustee for cancellation~~each, a new Exchangeable Transferor Certificate in certificated form dated the Exchange Date (any such tender, a "Transferor Exchange"). In addition, to the extent permitted for any Series of Investor Certificates as specified in the related Supplement, the Investor Certificateholders of such Series may tender their Investor Certificates and, if there is a currently existing Exchangeable Transferor Certificate in certificated form, the Holder of the Exchangeable Transferor Certificate may tender the Exchangeable Transferor Certificate to the Trustee pursuant to the terms and conditions set forth in such Supplement in exchange for (i“New Issuance”) one or more newly issued Series of Investor Certificates and (ii) upon presentation of such Exchangeable Transferor Certificate to the Trustee for cancellation, a new Exchangeable Transferor Certificate in certificated form dated the Exchange Date (an "Investor Exchange"). The Transferor Exchange and Investor Exchange are referred to collectively herein as an "Exchange." The Holder of the Exchangeable Transferor Certificate may perform an Exchange by notifying the ~~Trustee,~~ Trustee in writing at least ~~five~~ three days in advance (~~an "Exchange~~ a “New Issuance Notice"”) of the date upon which the ~~Exchange~~ New Issuance is to occur (~~an "Exchange~~ a “New Issuance Date"”). Any ~~Exchange Notice~~ New Issuance shall state the designation of any Series (and Class thereof, if applicable) to be issued on the ~~Exchange~~ New Issuance Date and, with respect to ~~each~~ such Series: (ax) its Initial Invested Amount (or the method for calculating such Initial Invested Amount), which at any time may not be greater than the current principal amount of the Exchangeable Transferor Certificate at such time (or in the case of an Investor Exchange, the sum of the Invested Amount of the Series of Investor Certificates to be exchanged plus the current principal amount of the Exchangeable Transferor Certificate)time, (by) its Certificate Rate (or the method for allocating interest payments or other cash flows to such Series), if any, and (cz) the Enhancement Provider, if any, with respect to such Series. On the ~~Exchange~~ New Issuance Date, the Trustee shall authenticate and deliver the Investor Certificates of any such Series ~~of Investor Certificates~~ only upon delivery to it of the following: (ai) a Supplement satisfying the criteria set forth in subsection 6.09(c) executed by the Transferor and specifying the Principal Terms of such Series, (bii) the applicable Enhancement, if any, (ciii) the agreement, if any, pursuant to which the Enhancement Provider agrees to provide ~~the~~ any Enhancement, ~~if any,~~ (div) an Opinion of Counsel to the effect that, unless otherwise specified in the related Supplement, the Investor Certificates of the newly issued Series ~~of Investor Certificates~~ will be treated as debt for Federal income tax purposes and that the issuance of the newly issued Series ~~of Investor Certificates~~ will not adversely affect the Federal income tax characterization of the Holder of any outstanding Series of Investor Certificates or any Certificate Owner, (ev) written confirmation from each Rating Agency that the ~~Exchange~~ New Issuance will not result in such Rating Agency's ’s reducing or withdrawing its rating on any then outstanding Series as to which it is a Rating ~~Agency,~~ Agency and (fvi) an Officer's ’s Certificate signed by a Vice President (or any more senior officer) of the Transferor, that on the ~~Exchange~~ New Issuance Date (iA) the Transferor, after giving effect to ~~the Exchange~~such New Issuance, would not be required to add Additional Accounts pursuant to subsection 2.06(a) and (iiB) after giving effect to such ~~Exchange~~New Issuance, the Transferor Interest would be at least equal to the Minimum Transferor Interest~~, and (g) the existing Exchangeable Transferor Certificate, if any, or applicable Investor Certificates, as the case may be~~. Upon satisfaction of such conditions, the Trustee shall ~~cancel~~ issue the Investor Certificates of such Series and, if there is a currently existing Exchangeable Transferor Certificate, ~~if any, or applicable Investor Certificates, as the case may be, and issue, as provided above, such Series~~ upon presentation of ~~Investor Certificates and, if any~~ such Exchangeable Transferor Certificate ~~shall have been cancelled~~to the Trustee for cancellation, a new Exchangeable Transferor Certificate, if applicable, dated the ~~Exchange~~ New Issuance Date, as provided above. There is no limit to the number of ~~Exchanges~~ New Issuances that may be performed under this Agreement. In addition, the Transferor agrees to provide notice of new issuances of Series of Investor Certificates as may be required by and in accordance with Item 1121(a)(14) of Regulation AB. (c) In conjunction with ~~an Exchange~~a New Issuance, the parties hereto shall execute a Supplement, which shall specify the relevant terms with respect to the Investor Certificates of any newly issued ~~Series of Investor Certificates~~Series, which may include without limitation: (i) its name or designation, (ii) an the Initial Invested Amount or the method of calculating the Initial Invested Amount, (iii) the Certificate Rate (or formula for the determination thereof), (iv) the Closing Date, (v) the rating agency or agencies rating such Series, (vi) the name of the Clearing Agency, if any, (vii) the rights of the Holder of the Exchangeable Transferor Certificate that have been transferred to the Holders of such Series pursuant to such ~~Exchange~~ New Issuance (including any rights to allocations of Collections of Finance Charge Receivables and Principal Receivables), (viii) the interest payment date or dates and the date or dates from which interest shall accrue, (ix) the method of allocating Collections with respect to Principal Receivables for such Series and, if applicable, with respect to other Series and the method by which the principal amount of Investor Certificates of such Series shall amortize or accrete and the method for allocating Collections with respect to Finance Charge Receivables and Receivables in Defaulted Accounts, (x) the names of any accounts to be used by such Series and the terms governing the operation of any such account, (xi) the Series Servicing Fee Percentage, (xii) the Minimum Transferor Interest, (xiii) the Series Termination Date, (xiv) the terms of any Enhancement with respect to such Series, (xv) the Enhancement Provider, if applicable, (xvi) the base rate applicable to such Series, (xvii) the terms on which the Certificates of such Series may be repurchased or remarketed to other investors, (xviii) any deposit into any account provided for such Series, (xix) the number of Classes of such Series, and if more than one Class, the rights and priorities of each such Class, (xx) whether Interchange or other fees will be included in the funds available to be paid for such Series, (xxi) the priority of any Series with respect to any other Series, (xxii) the ~~rights, if any, of the holders of the Exchangeable Transferor Certificates that have been transferred to the holders of such Series, (xxiii) the~~ Minimum Aggregate Principal Receivables, (~~xxiv~~xxiii) whether such Series will be part of a Group, and (~~xxv~~xxiv) any other relevant terms of such Series (including whether or not such Series will be pledged as collateral for an issuance of any other securities, including commercial paper) (all such terms, the "“Principal Terms" ” of such Series). The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. If on the date of the issuance of such series there is issued and outstanding one or more Series of Investor Certificates and no Series of Investor Certificates is currently rated by a Rating Agency, then as a condition to such ~~Exchange~~ New Issuance a nationally recognized investment banking firm or commercial bank shall also deliver to the Trustee an officer's ’s certificate stating, in substance, that the Exchange will not have an adverse effect on the timing or distribution of payments to the Investor Certificates of such other Series ~~of Investor Certificates~~ then issued and outstanding.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (First Usa Credit Card Master Trust)

Tender of Exchangeable Transferor Certificate. (a) Upon any Exchange, the Trustee shall issue to the Holder of the Exchangeable Transferor Certificate under Section 6.01, for execution and redelivery to the Trustee for authentication under Section 6.02, one or more new Series of Investor Certificates. ~~Each Investor Certificate of any~~ Any such Series of Investor Certificates shall be substantially in the form specified in the related Supplement and shall bear, upon its face, the designation for such Series to which it belongs, as selected by the Transferor. Except as specified in any Supplement for a related Series, all Investor Certificates of any Series shall rank pari passu and be equally and ratably entitled as provided herein to the benefits hereof (except that the Enhancement provided for any Series shall not be available for any other Series) without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Agreement and the related Supplement. (b) The Holder of the Exchangeable Transferor Certificate may tender the Exchangeable Transferor Certificate to the Trustee in exchange for (i) one or more newly issued Series of Investor Certificates and (ii) ~~if there is~~ a ~~currently existing Exchangeable Transferor Certificate, upon presentation of such~~ reissued Exchangeable Transferor Certificate ~~to the Trustee for cancellation, a new Exchangeable Transferor Certificate in certificated form dated the Exchange Date~~ (any such tender, a "Transferor Exchange"). In addition, to the extent permitted for any Series of Investor Certificates as specified in the related Supplement, the Investor Certificateholders of such Series may tender their Investor Certificates ~~and, if there is a currently existing Exchangeable Transferor Certificate in certificated form,~~ and the Holder of the Exchangeable Transferor Certificate may tender the Exchangeable Transferor Certificate to the Trustee pursuant to the terms and conditions set forth in such Supplement in exchange for (i) one or more newly issued Series of Investor Certificates and (ii) ~~upon presentation of such~~ a reissued Exchangeable Transferor Certificate ~~to the Trustee for cancellation, a new Exchangeable Transferor Certificate in certificated form dated the Exchange Date~~ (an "Investor Exchange"). The Transferor Exchange and Investor Exchange are referred to collectively herein as an "Exchange." The Holder of the Exchangeable Transferor Certificate may perform an Exchange by notifying the Trustee, in writing at least five days in advance (an "Exchange Notice") of the date upon which the Exchange is to occur (an "Exchange Date"). Any Exchange Notice shall state the designation of any Series to be issued on the Exchange Date and, with respect to each such Series: (aA) its Initial ~~Invested Amount~~ Investor Interest (or the method for calculating such Initial ~~Invested Amount), which at any time may not be greater than the current principal amount of the Exchangeable Transferor Certificate at such time (or in the case of an~~ Investor ~~Exchange, the sum of the Invested Amount of the Series of Investor Certificates to be exchanged plus the current principal amount of the Exchangeable Transferor Certificate~~Interest), (bB) its Certificate Rate (or the method for allocating interest payments or other cash flows to such Series), if any, ~~and~~ (cC) the Enhancement Provider, if any, with respect to such Series, and (D) the excess of the Principal Receivables in the Trust over the Minimum Transferor Interest after giving effect to the Exchange. On the Exchange Date, the Trustee shall authenticate and deliver any such Series of Investor Certificates only upon delivery to it of the following: (aA) a Supplement satisfying the criteria set forth in subsection 6.09(c) executed by the Transferor and specifying the Principal Terms of such Series, (bB) the applicable Enhancement, if any, (cC) the agreement, if any, pursuant to which the Enhancement Provider agrees to provide the Enhancement, if any, (dD) an Opinion of Counsel to the effect ~~that, unless otherwise specified in the related Supplement,~~ that the newly issued Series of Investor Certificates will be treated as debt or as a partnership interest (in which case such opinion shall also state that the Trust will not be taxable as a corporation or a publicly traded partnership) for ~~Federal~~ federal income tax purposes and that the issuance of the newly issued Series of Investor Certificates will not adversely affect the ~~Federal~~ federal income tax characterization of the Holder of any outstanding Series of Investor Certificates or any Certificate Owner, (eE) written confirmation from each Rating Agency that the Exchange will not result in such Rating Agency's reducing or withdrawing its rating on any then outstanding Series or Class as to which it is a Rating Agency, (fF) an Officer's Certificate signed by a Vice President (or any more senior officer) of the ~~Transferor,~~ Transferor that on the Exchange Date (i1) the Transferor, after giving effect to the Exchange, would not be required to add Additional Accounts pursuant to subsection 2.06(a) and (ii2) after giving effect to such Exchange, the Transferor Interest would be at least equal to the Minimum Transferor Interest, and (gG) the existing Exchangeable Transferor ~~Certificate, if any,~~ Certificate or applicable Investor Certificates, as the case may be. Upon satisfaction of such conditions, the Trustee shall cancel the existing Exchangeable Transferor ~~Certificate, if any,~~ Certificate or applicable Investor Certificates, as the case may be, and issue, as provided above, such Series of Investor Certificates ~~and, if any such Exchangeable Transferor Certificate shall have been cancelled,~~ and a new Exchangeable Transferor Certificate, dated the Exchange Date. There is no limit to the number of Exchanges that may be performed under this Agreement. (c) In conjunction with an Exchange, the parties hereto shall execute a Supplement, which shall specify the relevant terms with respect to any newly issued Series of Investor Certificates, which may include without limitation: (i) its name or designation, (ii) an Initial ~~Invested Amount~~ Investor Interest or the method of calculating the Initial ~~Invested Amount~~Investor Interest, (iii) the Certificate Rate (or formula for the determination thereof), (iv) the Closing Date, (v) the rating agency or agencies rating such Series, (vi) the name of the Clearing Agency, if any, (vii) the rights of the Holder of the Exchangeable Transferor Certificate that have been transferred to the Holders of such Series pursuant to such Exchange (including any rights to allocations of Collections of Finance Charge Receivables and Principal Receivables), (viii) the interest payment date or dates and the date or dates from which interest shall accrue, (ix) the method of allocating Collections with respect to Principal Receivables for such Series and, if applicable, with respect to other Series and the method by which the principal amount of Investor Certificates of such Series shall amortize or accrete and the method for allocating Collections with respect to Finance Charge Receivables and Receivables in Defaulted Accounts, (x) the names of any accounts to be used by such Series and the terms governing the operation of any such account, (xi) the Series Servicing Fee Percentage, (xii) the Minimum Transferor Interest, ~~(xiii)~~ the Series Termination Date, (~~xiv~~xiii) the terms of any Enhancement with respect to such Series, (xvxiv) the Enhancement Provider, if applicable, (~~xvi~~xv) the base rate applicable to such Series, (~~xvii~~xvi) the terms on which the Certificates of such Series may be repurchased or remarketed to other investors, (~~xviii~~xvii) any deposit into any account provided for such Series, (~~xix~~xviii) the number of Classes of such Series, and if more than one Class, the rights and priorities of each such Class, (xxxix) whether Interchange or other fees will be included in the funds available to be paid for such Series, (~~xxi~~xx) the priority of any Series with respect to any other Series, (~~xxii~~xxi) the rights, if any, of the holders of the Exchangeable Transferor ~~Certificates~~ Certificate that have been transferred to the holders of such Series, (xxii) the Pool Factor, (xxiii) the Minimum Aggregate Principal Receivables, (xxiv) whether such Series will be part of a Group, ~~and~~ (xxv) any other relevant terms of such Series (including whether or not such Series will be pledged as collateral for an issuance of any other securities, including commercial paper) (as to all such terms, the "Principal Terms" of such Series). The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. If on the date of the issuance of such ~~series~~ Series there is issued and outstanding one or more Series of Investor Certificates and no Series of Investor Certificates is currently rated by a Rating Agency, then as a condition to such Exchange a nationally recognized investment banking firm or commercial bank shall also deliver to the Trustee an ~~officer's~~ officers certificate stating, in substance, that the Exchange will not have an adverse effect on the timing or distribution of payments to such other Series of Investor Certificates then issued and outstanding.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (First Bankcard Master Credit Card Trust)

Tender of Exchangeable Transferor Certificate. (a) Upon any Exchange, the ~~Trustee~~ Transferor shall ~~issue to the Holder of the Exchangeable Transferor Certificate under Section 6.01, for execution and redelivery~~ deliver to the Trustee for authentication under Section ~~6.02~~6.2, one or more new Series of Investor Certificates. ~~Each Investor Certificate of any~~ Any such Series of Investor Certificates shall be substantially in the form specified in the related Supplement and shall bear, upon its face, the designation for such Series to which it belongs, as selected by the Transferor. Except as specified in any ~~Supplement~~ Supple-ment for a related Series, all Investor Certificates of any Series shall rank pari passu and be equally and ratably entitled as provided herein to the benefits hereof (except that the Enhancement provided for any Series shall not be available for any other Series) without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Agreement and the related Supplement. (b) The Holder of the Exchangeable Transferor Certificate may (i) tender the Exchangeable Transferor Certificate to the Trustee in exchange for (iA) one or more newly issued Series of Investor Certificates, or (B) a reissued Exchangeable Transferor Certificate, (ii) request the Trustee to issue to it one or more Classes of any newly issued Series of Investor Certificates which upon payment by the pur-chaser thereof of the Initial Invested Amount of such Certificates to a Defeasance Account, will represent an interest in the Trust equal to such Initial Invested Amount (an "Unfunded Certificate") or (iii) take a combination of the actions specified in clauses (i) and (ii) ~~if there~~ provided that the sum of the amount of Transferor Interest which is ~~a currently existing Exchangeable Transferor Certificate, upon presentation~~ tendered under clause (i) and the amount to be paid to the Defeasance Account under clause (ii) equals the Initial Invested Amount of ~~such~~ the Investor Certificates delivered to the Holder of the Exchangeable Transferor Certificate ~~to the Trustee for cancellation, a new Exchangeable Transferor Certificate in certificated form dated the Exchange Date~~ (any such ~~tender~~event under clauses (i), (ii) or (iii), a "Transferor Exchange"). In addition, to the extent permitted for any Series of Investor Certificates as specified in the related Supplement, the Investor Certificateholders of such Series may tender their Investor Certificates ~~and, if there is a currently existing Exchangeable Transferor Certificate in certificated form,~~ and the Holder of the Exchangeable ~~Transferor~~ Transfer or Certificate may tender the Exchangeable Transferor Certificate to the Trustee pursuant to the terms and conditions set forth in such Supplement in exchange for (i) one or more newly issued Series of Investor Certificates and (ii) ~~upon presentation of such~~ a reissued Exchangeable Transferor Certificate ~~to the Trustee for cancellation, a new Exchangeable Transferor Certificate in certificated form dated the Exchange Date~~ (an "Investor Exchange"). Notwithstanding anything to the contrary herein, the Transferor shall not be permitted to deposit money into any Defeasance Account. The Transferor Exchange and Investor Exchange are referred to collectively herein as an "Exchange." The Holder of the Exchangeable Transferor Certificate may perform an Exchange by notifying the Trustee, in ~~writing~~ writing, at least five ~~days~~ Business Days in advance (an "Exchange Notice") of the date upon which the Exchange is to occur (an "Exchange Date"). Any Exchange Notice shall state the designation of any Series to be issued on the Exchange Date and, with respect to each such Class or Series: (a) its Initial Invested Amount (or the method for calculating such Initial Invested Amount), which at any time may not be greater than the current principal amount of the Exchangeable Transferor Certificate at such time (or in the case of an Investor Exchange, the sum of the Invested Amount of ~~the~~ any Class or Series of Investor Certificates to be exchanged plus the current principal amount of the Exchangeable Transferor Certificate)) taking into account any Receivables trans- ferred to the Trust simultaneous with such Exchange, (b) its Certificate Rate (or the method for allocating interest payments or other cash flows to such Series), if any, and (c) the Enhancement Provider, if any, with respect to such Series. On the Exchange Date, the Trustee shall authenticate and deliver any such Class or Classes of Series of Investor Certificates only upon delivery to it of the following: (a) a Supplement satisfying the criteria set forth in subsection ~~6.09(c~~6.9(c) and in form reason-ably satisfactory to the Trustee executed by the Transferor and the Servicer and specifying the Principal Terms of such Series, (b) the applicable Enhancement, if any, (c) the agreement, if any, pursuant to which the Enhancement Provider agrees to provide the Enhancement, if any, (d) an Opinion of Counsel to the effect ~~that, unless otherwise specified in the related Supplement,~~ that (i) any Class of the newly issued Series of Investor Certificates sold to third parties will be ~~treated~~ characterized as ~~debt~~ either indebtedness or partnership interests for Federal and appli-cable state income tax purposes ~~and~~ or (ii) that the issuance of the newly issued Series of Investor Certificates will not adversely affect the ~~Federal income~~ Federal, Minnesota or Delaware in-come tax characterization ~~of the Holder~~ of any outstanding Series of Investor Certificates or ~~any Certificate Owner~~the taxability of the Trust under Federal, Minnesota or Delaware income tax laws, (e) written confirmation from each Rating Agency that the Exchange will not result in such Rating Agency's reducing or withdrawing its rating on any then outstanding Series as to which it is a Rating Agency, (f) an Officer's Certificate ~~signed by a Vice President (or any more senior officer)~~ of the Transferor, that on the Exchange Date (i~~) the Transferor, after giving effect to the Exchange, would not be required to add Additional Accounts pursuant to subsection 2.06(a) and (ii~~) after giving effect to such Exchange, the Transferor Interest would be at least equal to the Minimum Transferor Interest, (ii) the Retained Interest would be at least equal to the Minimum Retained Interest, and (iii) taking into account the certificates of the newly issued Series, more than 20% (by Invested Amount and by value) of the outstanding certificates issued by the Trust with respect to which no Opinion of Counsel was issued that the applicable class would be treated as debt for federal income tax purposes (including the Transferor Certificate and each Transferor Retained Class) shall, by their terms, be prohibited from being Transferred, (g) the existing Exchangeable Transferor ~~Certificate, if any,~~ Certificate or applicable Investor Certificates, as the case may bebe and (h) such other documents, certificates and Opinions of Counsel as may be required by the applicable Supple-ment. Upon satisfaction of such conditions, the Trustee shall cancel the existing Exchangeable Transferor ~~Certificate, if any,~~ Certificate or applicable Investor Certificates, as the case may be, and issue, as provided above, such Series of Investor Certificates ~~and, if any such Exchangeable Transferor Certificate shall have been cancelled,~~ and a new Exchangeable Transferor Certificate, dated the Exchange Date. There is no limit to the number of Exchanges that may be performed under this Agreement. (c) In conjunction with an Exchange, the parties hereto shall execute a Supplement, which shall specify the relevant terms with respect to any newly issued Series of Investor Certificates, which may include without limitation: (i) its name or designation, (ii) an the Initial Invested Amount or the method of calculating the Initial Invested Amount, (iii) the Certificate Rate (or formula for the determination thereof), (iv) the Closing Date, (v) the rating agency or agencies rating such Series, (vi) the name of the Clearing Agency, if any, (vii) the rights of the Holder of the Exchangeable Transferor Certificate that have been transferred to the Holders of such Series pursuant to such Exchange (including any rights to allocations of Collections of ~~Finance Charge~~ Imputed Yield Receivables and Principal Receivables), (viii) the interest payment date or dates and the date or dates from which interest shall accrue, (ix) the method of allocating Principal Collections ~~with respect to Principal Receivables~~ for such ~~Series and, if applicable, with respect to other~~ Series and the method by which the principal amount of Investor Certificates of such Series shall amortize or accrete and the method for allocating Imputed Yield Collections ~~with respect to Finance Charge Receivables~~ and ~~Receivables in~~ Defaulted ~~Accounts~~Receivables, (x) the names of any accounts to be used by such Series and the terms governing the operation of any such account, (xi) the Series Servicing Fee ~~Percentage~~Percen-tage, (xii) the Minimum Transferor Interest, (xiii) the Series Termination Date, (xiv) the terms of any Enhancement with respect to such Series, (xv) the ~~Enhancement~~ Enhance-ment Provider, if applicable, (xvi) the base rate applicable to such Series, (xvii) the terms on which the Certificates of such Series may be repurchased or remarketed to other investors, (xviii) any deposit into any account provided for such Series, (xix) the number of Classes of such ~~Series~~Series and, ~~and~~ if more than one Class, the rights and priorities of each such Class, (xx) whether ~~Interchange or other~~ any fees will be included in the funds available to be paid for such Series, (xxi) the ~~priority~~ subordination of ~~any~~ such Series ~~with respect~~ to any other Series, (xxii) the ~~rights, if any, of the holders of the Exchangeable Transferor Certificates that have been transferred to the holders of such Series~~Pool Factor, (xxiii) the Minimum Aggregate Principal Receivables, (xxiv) whether such Series will be a part of a ~~Group~~group or subject to being paired with any other Series, (xxv) whether such Series will be pre-funded, and (~~xxv~~xxvi) any other relevant terms of such Series (including whether or not such Series will be pledged as collateral for an issuance of any other securities, including commercial paper) (all such terms, ~~the "Principal~~ the"Principal Terms" of such Series). The terms of such Supplement may modify or amend the terms of this ~~Agreement~~ Agreement, solely as applied to such new Series. If on the date of the issuance of such ~~series~~ Series there is issued and outstanding one or more Series of Investor Certificates and no Series of Investor Certificates is currently rated by a Rating Agency, then as a condition to such Exchange a nationally recognized investment banking firm or commercial bank shall also deliver to the Trustee an officer's certificate stating, in substance, that the Exchange will not have an adverse effect on the timing or distribution of payments to such other Series of Investor Certificates then issued and outstanding. (d) The Transferor may surrender the Exchangeable Transferor Certificate to the Trustee in exchange for a newly issued Exchangeable Transferor Certificate and a second certificate (a "Supplemental Certificate"), the terms of which shall be defined in a supplement to this Agreement (which supplement shall be subject to Section 13.01 hereof to the extent that it amends any of the terms of this Agree-ment), to be delivered to or upon the order of the Transferor (or a Person designated by the Transferor, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions: (i) following such exchange, the Transferor Interest (less any interest therein represented by any Supplemental Certificates) in the Principal Receivables in the Trust equals or exceeds the greater of the Minimum Transferor Interest and the Minimum Retained Interest following such exchange, (ii) following such exchange the sum of (a) the Transferor Interest (less any interest therein represented by any Supplemental Certificates) in the Principal Receivables and (b) the interest in Principal Receivables represented by the Transferor Retained Certificates equals or exceeds, on the day following such exchange, 20% of the sum of (x) the Transferor Interest (including any interest there-in represented by any Supplemental Certificate) and (y) the interest in Principal Receivables represented by the Transferor Retained Certificates on such date, and (iii) the Trustee received prior to such exchange (A) a letter from the Rating Agency stating that the then current ratings on the Investor Certificates of each rated class of each Series then outstanding will not be reduced or withdrawn because of the issuance of such Supplemental Certificate and (B) an Opinion of Counsel to the effect that (i) such Supplemental Certificate will be characterized as either indebted-ness or a partnership interest for Federal and applicable state income tax purposes or (ii) that such Supplemental Certificate will not adversely affect the Federal, Minnesota or Delaware income tax characterization of any outstanding Series of Investor Certificates or the taxability of the Trust under Federal, Minnesota or Delaware income tax laws, transferred or exchanged only upon satisfaction of the conditions set forth in clause (iii) above.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Green Tree Financial Corp)

Tender of Exchangeable Transferor Certificate. (a) Upon any Exchange, the Trustee shall issue to the ~~Holder~~ Transferor under Section 6.1 of the ~~Exchangeable Transferor Certificate under Section 6.01,~~ Agreement for execution and redelivery to the Trustee for ~~authentication~~ authentica- tion under Section ~~6.02,~~ 6.2 of the Agreement one or more new Series of Investor Certificates. ~~Each Investor Certificate of any~~ Any such Series of Investor Certificates shall be substantially in the form specified in the ~~related~~ applicable Supplement and shall bear, upon its face, the designation for such Series to which it ~~belongs, as~~ belongs so selected by the Transferor. Except as specified in any Supplement for a related Series, all Investor Certificates of any Series shall ~~rank pari passu and~~ be equally and ratably entitled as provided herein to the benefits hereof ~~(except that the Enhancement provided for any Series shall not be available for any other Series)~~ without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Agreement and the ~~related~~ applicable Supplement. (b) The ~~Holder of the Exchangeable~~ Transferor ~~Certificate~~ may tender the Exchangeable Transferor Certificate to the Trustee in exchange for (i) one or more newly issued Series of Investor Certificates and (ii) ~~if there is~~ a ~~currently existing Exchangeable Transferor Certificate, upon presentation of such~~ reissued Exchangeable Transferor Certificate ~~to the Trustee for cancellation, a new Exchangeable Transferor Certificate in certificated form dated the Exchange Date~~ (any such tender, a "Transferor Exchange"). In addition, to the extent permitted for any Series of Investor Certificates as specified in the related Supplement, the Investor Certificateholders of such Series may tender their Investor Certificates and, if there is a currently existing Exchangeable Transferor Certificate in certificated form, the Holder of the Exchangeable Transferor Certificate may tender the Exchangeable Transferor Certificate to the Trustee pursuant to the terms and conditions set forth in such Supplement in exchange for (i) one or more newly issued Series of Investor Certificates and (ii) upon presentation of such Exchangeable Transferor Certificate to the Trustee for cancellation, a new Exchangeable Transferor Certificate in certificated form dated the Exchange Date (an "~~Investor~~ Exchange"). The Transferor ~~Exchange and Investor Exchange are referred to collectively herein as an "Exchange." The Holder of the Exchangeable Transferor Certificate~~ may perform an Exchange by notifying the Trustee, in writing at least ~~five~~ three days in advance (an "Exchange Notice") of the date upon which the Exchange is to occur (an "~~Exchange~~ Ex- change Date"). Any Exchange Notice shall state the designation of any Series to be issued on the Exchange Date and, with respect to each such Series: (ax) its Initial Invested Amount (or the method for calculating such Initial Invested Amount), ~~which~~ if any, which, in the aggregate, at any ~~time~~ time, may not be greater than the current principal amount of the Exchangeable Transferor Certificate less the product of the Minimum Transferor Percentage and the Aggregate Principal Receivables at such ~~time~~ time, and (or in the case of an Investor Exchange, the sum of the Invested Amount of the Series of Investor Certificates to be exchanged plus the current principal amount of the Exchangeable Transferor Certificate), (by) its Certificate Rate (or the method for allocating interest payments or other cash flows to such Series), if any, and (c) the Enhancement Provider, if any, with respect to such Series. On the Exchange Date, the Trustee shall authenticate and deliver any such Series of Investor Certificates only upon delivery to it of the following: (a) a Supplement satisfying the criteria set forth in subsection 6.09(c) executed by the Transferor and specifying the Principal Terms of such Series, (b) the applicable Enhancement, if any, (c) the agreement, if any, pursuant to which the Enhancement Provider agrees to provide the Enhancement, if any, (d) an Opinion of Counsel to the effect that, unless otherwise specified in the related Supplement, the newly issued Series of Investor Certificates will be treated as debt for Federal income tax purposes and that the issuance of the newly issued Series of Investor Certificates will not adversely affect the Federal income tax characterization of the Holder of any outstanding Series of Investor Certificates or any Certificate Owner, (e) written confirmation from each Rating Agency that the Exchange will not result in such Rating Agency's reducing or withdrawing its rating on any then outstanding Series as to which it is a Rating Agency, (f) an Officer's Certificate signed by a Vice President (or any more senior officer) of the Transferor, that on the Exchange Date (i) the Transferor, after giving effect to the Exchange, would not be required to add Additional Accounts pursuant to subsection 2.06(a) and (ii) after giving effect to such Exchange, the Transferor Interest would be at least equal to the Minimum Transferor Interest, and (g) the existing Exchangeable Transferor Certificate, if any, or applicable Investor Certificates, as the case may be. Upon satisfaction of such conditions, the Trustee shall cancel the existing Exchangeable Transferor Certificate, if any, or applicable Investor Certificates, as the case may be, and issue, as provided above, such Series of Investor Certificates and, if any such Exchangeable Transferor Certificate shall have been cancelled, a new Exchangeable Transferor Certificate, dated the Exchange Date. There is no limit to the number of Exchanges that may be performed under this Agreement.method (c) In conjunction with an Exchange, the parties hereto shall execute a Supplement, which shall specify the relevant terms with respect to any ~~newly issued~~ Series of Investor Certificates, which may ~~include~~ include, without ~~limitation~~limita- tion: (i) its name or designation, (ii) an Initial Invested Amount or the method of calculating the Initial Invested Amount, (iii) ~~the~~ a Certificate Rate (or formula for the determination thereof), (iv~~) the Closing Date, (v) the rating agency or agencies rating such Series, (vi) the name of the Clearing Agency, if any, (vii~~) the rights of the Holder of the Exchangeable Transferor Certificate that have been transferred to the Holders of such Series pursuant to such Exchange (including any rights to allocations of ~~Collections of Finance Charge Receivables and~~ Principal ~~Receivables~~Collections), (~~viii~~v) the interest payment date or dates and the date or dates from which interest ~~shall accrue,~~ shall (ixd) In connection with the method of allocating Collections with respect to Principal Receivables for such Series and, if applicable, with respect to other Series and the method by which the principal amount of Investor Certificates of such Series shall amortize creation or ~~accrete and the method for allocating Collections with respect to Finance Charge Receivables and Receivables in Defaulted Accounts, (x) the names~~ sale of any accounts to be used by such Series and the terms governing the operation of any such account, (xi) the Series Servicing Fee Percentage, (xii) the Minimum Transferor Interest, (xiii) the Series Termination Date, (xiv) the terms of any Enhancement with respect to such Series, (xv) the Enhancement Provider, if applicable, (xvi) the base rate applicable to such Series, (xvii) the terms on which the Certificates of such Series may be repurchased or remarketed to other investors, (xviii) any deposit into any account provided for such Series, (xix) the number of Classes of such Series, and if more than one Class, the rights and priorities of each such Class, (xx) whether Interchange or other fees will be included additional interest in the ~~funds available to be paid for such Series, (xxi)~~ Trust or the priority of any Series with respect to any other Series, (xxii) the rights, if any, of the holders of the Exchangeable Transferor Certificates that have been transferred to the holders of such Series, (xxiii) the Minimum Aggregate Principal Receivables, ~~(xxiv) whether such Series will be part of a Group, and (xxv) any other relevant terms of such Series (including~~ whether or not ~~such Series will be pledged~~ designated as ~~collateral for~~ an ~~issuance of any other securities~~Exchange (including, ~~including commercial paper) (all such terms~~but not limited to, the ~~"Principal Terms" of such Series). The terms of such Supplement may modify~~ receipt by the Trust or ~~amend~~ the terms of this Agreement solely as applied to such new Series. If on the date of the issuance of such series there is issued and outstanding one or more Series of Investor Certificates and no Series of Investor Certificates is currently rated by a Rating Agency, then as a condition to such Exchange a nationally recognized investment banking firm or commercial bank shall also deliver to the Trustee an officer's certificate stating, in substance, that the Exchange will not have an adverse effect on the timing or distribution of payments to such other Series of Investor Certificates then issued and outstanding.Transfer-

Appears in 1 contract

Samples: Master Pooling and Servicing Agreement (Nordstrom Inc)

Tender of Exchangeable Transferor Certificate. (a) Upon any Exchange, the Trustee shall issue to the ~~Holder of the Exchangeable~~ Transferor ~~Certificate~~ under Section ~~6.01,~~ 6.01 for execution and redelivery to the Trustee for authentication under Section ~~6.02,~~ 6.02 one or more new Series of Investor Certificates. ~~Each Investor Certificate of any~~ Any such Series of Investor Certificates shall be substantially in the form specified in the ~~related~~ applicable Supplement and shall bear, upon its face, the designation for such Series to which it ~~belongs, as~~ belongs so selected by the Transferor. Except as specified in any Supplement for a related Series, all Investor Certificates of any Series shall ~~rank pari passu and~~ be equally and ratably entitled as provided herein to the benefits hereof ~~(except that the Enhancement provided for any Series shall not be available for any other Series)~~ without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Agreement and the ~~related~~ applicable Supplement. (b) The ~~Holder of the Exchangeable~~ Transferor ~~Certificate~~ may tender the Exchangeable Transferor Certificate to the Trustee in exchange for (i) one or more newly issued Series of Investor Certificates and (ii) ~~if there is~~ a ~~currently existing Exchangeable Transferor Certificate, upon presentation of such~~ reissued Exchangeable Transferor Certificate ~~to the Trustee for cancellation, a new Exchangeable Transferor Certificate in certificated form dated the Exchange Date~~ (any such ~~tender,~~ tender a "Transferor Exchange"). In addition, to the ------------------- extent permitted for any Series of Investor Certificates as specified in the related Supplement, the ~~Investor Certificateholders of such Series~~ Transferor may tender ~~their~~ the Investor Certificates ~~and, if there is a currently existing Exchangeable Transferor Certificate in certificated form, the Holder~~ of ~~the Exchangeable Transferor Certificate may tender~~ any Series and the Exchangeable Transferor Certificate to the Trustee pursuant to the terms and conditions set forth in such Supplement in exchange ~~for~~ for, respectively (i) one or more newly issued Series of Investor Certificates and (ii) ~~upon presentation of such~~ a reissued Exchangeable Transferor Certificate ~~to the Trustee for cancellation, a new Exchangeable Transferor Certificate in certificated form dated the Exchange Date~~ (an "Investor Exchange"). The Transferor Exchange and Investor Exchange are ----------------- referred to collectively herein as an "Exchange." The ~~Holder of the Exchangeable~~ Transferor ~~Certificate~~ may perform -------- an Exchange by notifying the Trustee, in ~~writing~~ writing, at least five days in advance (an "Exchange Notice") of the date upon which the Exchange is to --------------- occur (an "Exchange Date"). Any Exchange Notice shall state the designation of any Series to be issued on the Exchange Date and, with respect to each such Series: (a) its Initial Invested Amount (or the method for calculating such Initial Invested Amount), which at any time may not be greater than the current principal amount of the Exchangeable Transferor Certificate at such time (or in the case of an Investor Exchange, the sum of the Invested Amount of the Series of Investor Certificates to be exchanged plus the current principal amount of the Exchangeable Transferor Certificate), (b) its Certificate Rate (or the method for allocating interest payments or other cash flows to such Series), if any, and (c) the Enhancement Provider, if any, with respect to such Series. On the Exchange Date, the Trustee shall authenticate and deliver any such Series of Investor Certificates only upon delivery to it of the following: (a) a Supplement satisfying the criteria set forth in subsection 6.09(c) executed by the Transferor and specifying the Principal Terms of such Series, (b) the applicable Enhancement, if any, (c) the agreement, if any, pursuant to which the Enhancement Provider agrees to provide the Enhancement, if any, (d) an Opinion of Counsel to the effect that, unless otherwise specified in the related Supplement, the newly issued Series of Investor Certificates will be treated as debt for Federal income tax purposes and that the issuance of the newly issued Series of Investor Certificates will not adversely affect the Federal income tax characterization of the Holder of any outstanding Series of Investor Certificates or any Certificate Owner, (e) written confirmation from each Rating Agency that the Exchange will not result in such Rating Agency's reducing or withdrawing its rating on any then outstanding Series as to which it is a Rating Agency, (f) an Officer's Certificate signed by a Vice President (or any more senior officer) of the Transferor, that on the Exchange Date (i) the Transferor, after giving effect to the Exchange, would not be required to add Additional Accounts pursuant to subsection 2.06(a) and (ii) after giving effect to such Exchange, the Transferor Interest would be at least equal to the Minimum Transferor Interest, and (g) the existing Exchangeable Transferor Certificate, if any, or applicable Investor Certificates, as the case may be. Upon satisfaction of such conditions, the Trustee shall cancel the existing Exchangeable Transferor Certificate, if any, or applicable Investor Certificates, as the case may be, and issue, as provided above, such Series of Investor Certificates and, if any such Exchangeable Transferor Certificate shall have been cancelled, a new Exchangeable Transferor Certificate, dated the Exchange Date. There is no limit to the number of Exchanges that may be performed under this Agreement.designation (c) In conjunction with an Exchange, the parties hereto shall execute a Supplement, which shall specify the relevant terms with respect to any ~~newly issued~~ Series of Investor Certificates, which may ~~include~~ include, without limitation: (i) its name or designation, (ii) an Initial Invested Amount or the method of calculating the Initial Invested Amount, (iii) ~~the~~ a Certificate Rate (or formula for the determination thereof), (iv) the ~~Closing Date, (v) the rating agency or agencies rating such Series, (vi) the name of the Clearing Agency, if any, (vii) the~~ rights of the Transferor as Holder of the Exchangeable Transferor Certificate that have been transferred to the Holders of such Series pursuant to such Exchange (including any rights to allocations of ~~Collections of Finance Charge Receivables and Principal Receivables~~Collections), (~~viii~~v) the interest payment date or dates and the date or dates from which interest shall accrue, (ixvi) the method of allocating Principal Collections ~~with respect to Principal Receivables~~ for such Series and, if applicable, with respect to other Series and the method by which the principal amount of Investor Certificates of such Series shall amortize or accrete and the method for allocating ~~Collections with respect to~~ Finance Charge ~~Receivables~~ Collections and ~~Receivables in~~ Defaulted ~~Accounts~~Receivables, (xvii) the names of any accounts to be used by such Series and the terms governing the operation of any such ~~account~~accounts, (xiviii) the ~~Series~~ Servicing Fee Percentage, (~~xii~~ix) the Minimum Transferor ~~Interest~~Interest Percentage, (~~xiii~~x) Minimum Aggregate Receivables, (xi) the Series Termination Date, (~~xiv~~xii) the terms of any Enhancement, (xiii) the Enhancement ~~with respect to such Series~~Provider, (xiv) the Base Rate, (xv) the ~~Enhancement Provider, if applicable, (xvi) the base rate applicable to such Series, (xvii)~~ Repurchase Terms or the terms on which the Certificates of such Series may be ~~repurchased or~~ remarketed to other investors, (~~xviii~~xvi) any deposit into any account provided for such Series, (~~xix~~xvii) the number of Classes of such Series, and if more than one Class, the rights and priorities of each such Class, (xxxviii) whether ~~Interchange or other fees will~~ the Certificates may be ~~included~~ issued in ~~the funds available to be paid for such Series~~bearer form and any limitations imposed thereon, (~~xxi~~xix) the priority of any Series with respect to any other Series, (xxii) the rights, if any, of the holders of the Exchangeable Transferor Certificates that have been transferred to the holders of such Series, (xxiii) the Minimum Aggregate Principal Receivables, (xxiv) whether such Series will be part of a Group, and (~~xxv~~xx) any other relevant terms of such Series ~~(including whether or not such Series will be pledged as collateral for an issuance of any other securities, including commercial paper)~~ (all such terms, the "Principal Terms" of such Series). ~~The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series.~~ If on the date of the --------------- issuance of such ~~series~~ Series there is issued and outstanding ~~one or more Series of Investor Certificates and~~ no Series of Investor Certificates which is currently rated by a Rating Agency, then as a condition to such Exchange a nationally recognized investment banking firm or commercial bank shall also deliver to the Trustee an officer's certificate stating, in substance, that the Exchange will not have an adverse effect on the timing or distribution of payments to such other Series of Investor Certificates then issued and outstanding.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Firestone Retail Credit Corp)

Tender of Exchangeable Transferor Certificate. ~~(a)~~ Upon any ~~Exchange,~~ Exchange (as defined below) the Trustee shall issue to the Holder of the Exchangeable Transferor Certificate under Section ~~6.01~~6.1, for execution and redelivery to the Trustee for authentication under Section ~~6.02~~6.2, one or more new Series of Investor Certificates. ~~Each Investor Certificate of any~~ Any such Series of Investor Certificates shall be substantially in the form specified in the related Supplement and shall bear, upon its face, the designation for ~~such~~ the Series to which it belongs, as selected by the Transferor. Except as specified in any Supplement for a related Series, all Investor Certificates of any Series shall rank pari passu and be equally and ratably entitled as provided herein to the benefits hereof (except that the Enhancement provided for any Series shall not be available for any other Series) without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Agreement and the related Supplement~~. (b)~~ . The Holder of the Exchangeable Transferor Certificate may tender the Exchangeable Transferor Certificate to the Trustee in exchange for (i) one or more newly issued Series of Investor Certificates and (ii) ~~if there is~~ a ~~currently existing Exchangeable Transferor Certificate, upon presentation of such~~ reissued Exchangeable Transferor Certificate ~~to the Trustee for cancellation, a new Exchangeable Transferor Certificate in certificated form dated the Exchange Date~~ (any such tender, a "Transferor Exchange"). In addition, to the extent permitted for any Series of Investor Certificates as specified in the related Supplement, the Investor Certificateholders of such Series may tender their Investor Certificates ~~and, if there is a currently existing Exchangeable Transferor Certificate in certificated form,~~ and the Holder of the Exchangeable Transferor Certificate may tender the Exchangeable Transferor Certificate to the Trustee pursuant to the terms and conditions set forth in such Supplement in exchange for (i) one or more newly issued Series of Investor Certificates and (ii) ~~upon presentation of such~~ a reissued Exchangeable Transferor Certificate ~~to the Trustee for cancellation, a new Exchangeable Transferor Certificate in certificated form dated the Exchange Date~~ (an "Investor Exchange"). The Transferor Exchange and Investor Exchange are referred to collectively herein as an "Exchange." The Holder of the Exchangeable Transferor Certificate may perform an Exchange by notifying the ~~Trustee,~~ Trustee in writing at least five days in advance (an "Exchange Notice") of the date upon which the Exchange is to occur (an "Exchange Date"). Any Exchange Notice shall state the designation of any Series to be issued on the Exchange Date and, with respect to each such Series: (a) its Initial ~~Invested Amount~~ Investor Interest (or the method for calculating such Initial ~~Invested Amount~~Investor Interest), which at any time may not be greater than the current principal amount of the Exchangeable Transferor Certificate at such ~~time (or in the case of an Investor Exchange~~time, ~~the sum of the Invested Amount of the Series of Investor Certificates to be exchanged plus the current principal amount of the Exchangeable Transferor Certificate),~~ and (b) its Certificate Rate (~~or the~~ its method for allocating interest payments or other cash flows to such Series), if any~~, and (c) the Enhancement Provider, if any, with respect to such Series~~. On the Exchange Date, the Trustee shall authenticate and deliver any such Series of Investor Certificates only upon delivery to it of the following: (a) a Supplement satisfying the criteria set forth in ~~subsection 6.09(c~~Section 6.9(c) executed by the Transferor and specifying the Principal Terms of such Series, (b) the applicable Enhancement, if any, (c) written confirmation that the ~~agreement, if any, pursuant~~ Rating Agency Condition has been satisfied with respect to ~~which~~ the ~~Enhancement Provider agrees to provide the Enhancement, if any~~Exchange, (d) an Opinion of Counsel to the effect that, unless otherwise specified in the related Supplement, the newly issued Series of Investor Certificates will be treated as debt for Federal income tax purposes and that the issuance of the newly issued Series of Investor Certificates will not adversely affect the Federal income tax characterization of the Holder of any outstanding Series of Investor Certificates or any Certificate Owner, (e) written confirmation from each Rating Agency that the Exchange will not result in such Rating Agency's reducing or withdrawing its rating on any then outstanding Series as to which it is a Rating Agency, (f) an Officer's Certificate ~~signed by a Vice President (or any more senior officer)~~ of the ~~Transferor,~~ Transferor that on the Exchange ~~Date (i) the Transferor~~Date, after giving effect to the Exchange, ~~would not be required to add Additional Accounts pursuant to subsection 2.06(a) and (ii) after giving effect to such Exchange,~~ the Transferor Interest ~~would~~ will be at least equal to the Aggregate Minimum Transferor ~~Interest,~~ Interest and such Exchange will not result in the occurrence of an Early Amortization Event and is not reasonably expected to result in such an occurrence and (ge) the existing Exchangeable Transferor ~~Certificate, if any,~~ Certificate or applicable Investor Certificates, as the case may be. If any Series is outstanding, it is a condition to the issuance of any newly created Series of Investor Certificates that (A) such issuance will not result in the occurrence of an Early Amortization Event, (B) the Transferor shall have delivered to the Trustee and (if any such outstanding Series is rated) each Rating Agency an Opinion of Counsel to the effect that such Issuance (1) has been, or need not be, registered under the Securities Act and will not result in the requirement that any other Series not registered under the Securities Act and will not result in the requirement that any other Series be registered under the Securities Act (unless the Transferor has elected, in its sole discretion, to register such Certificates), (2) will not result in the Trust becoming subject to registration as an investment company under the Investment Company Act (3) will not require this Agreement or the related Supplement to be qualified under the Trust Indenture Act or 1939, as amended (unless the Transferor has elected, at its sole discretion, to so qualify the Agreement or the related Supplement) and (4) will not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation and (C) the Transferor shall have delivered to the Trustee and (if any such outstanding Series is rated) each Rating Agency a Tax Opinion, dated the date of such issuance, with respect to such issuance. Upon satisfaction of such conditions, the Trustee shall cancel the existing Exchangeable Transferor ~~Certificate, if any,~~ Certificate or applicable Investor Certificates, as the case may be, and issue, as provided above, such Series of Investor Certificates ~~and, if any such Exchangeable Transferor Certificate shall have been cancelled,~~ and a new Exchangeable Transferor Certificate, dated the Exchange Date. There is no limit to the number of Exchanges that may be performed under this Agreement~~. (c)~~ . In conjunction with an Exchange, the parties hereto shall execute a Supplement, which shall specify the relevant terms with respect to any newly issued Series of Investor Certificates, which may include without limitation: (i) its name or designation, (ii) an Initial ~~Invested Amount~~ Investor Interest and Series Investor Interest or the method of calculating the Initial ~~Invested Amount~~Investor Interest or the Series Investor Interest, as the case may be, (iii) the Certificate Rate (or formula for the determination thereof), (iv) the Closing Date, (v) the rating agency or agencies rating such Series, (vi) the name of the Clearing Agency, if any, (vii) the rights of the Holder of the Exchangeable Transferor Certificate that have been transferred to the Holders of such Series pursuant to such Exchange (including any rights to allocations of Collections of Finance Charge Receivables and Principal Receivables), (viii) the interest payment date or dates and the date or dates from which interest shall accrue, (ixvii) the method of allocating Collections with respect to Principal Receivables, Finance Charge Receivables and Loss Amounts for such ~~Series and, if applicable, with respect to other~~ Series and the method by which the principal amount of Investor Certificates of such Series shall ~~amortize or accrete and the method for allocating Collections with respect to Finance Charge Receivables and Receivables in Defaulted Accounts~~amortize, (xviii) the names of any accounts to be used by such Series and the terms governing the operation of any such ~~account~~accounts, (xiix) the ~~Series~~ Investor Monthly Servicing ~~Fee Percentage~~Fee, (~~xii~~x) the Minimum Transferor ~~Interest~~Interest (if any), (~~xiii) the Series Termination Date, (xiv~~xi) the terms of any Enhancement with respect to such Series, (~~xv) the Enhancement Provider, if applicable, (xvi~~xii) the base rate applicable to such Series, (~~xvii~~xiii) the terms on which the Certificates of such Series may be repurchased or remarketed to other investors, (~~xviii~~xiv) the Series Termination Date, (xv) any deposit into any account provided for such Series, (xix) the number of Classes of such Series, and if more than one Class, the rights and priorities of each such Class, (xx) whether Interchange or other fees will be included in the funds available to be paid for such Series, (xxixvi) the priority of ~~any~~ such Series with respect to any other Series, (~~xxii~~xvii) the rights, if any, of the ~~holders~~ Holder of the Exchangeable Transferor ~~Certificates~~ Certificate that have been transferred to the holders of such Series, (~~xxiii~~xviii) the Pool Factor, (xix) the Minimum Aggregate Principal Receivables, (~~xxiv~~xx) whether such Series will be part of a Group, and (~~xxv~~xxi) any other relevant terms ~~of such Series~~ (including whether or not such Series will be pledged as collateral for an the issuance of any other securities, including commercial paper) (all such terms, the "Principal Terms" of such Series). The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. If on the date of the issuance of such series there is issued and outstanding one or more Series of Investor Certificates and no Series of Investor Certificates is currently rated by a Rating Agency, then as a condition to such Exchange a nationally recognized investment banking firm or commercial bank shall also deliver to the Trustee an officer's certificate stating, in substance, that the Exchange will not have an adverse effect on the timing or distribution of payments to such other Series of Investor Certificates then issued and outstanding.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Stage Stores Inc)

Tender of Exchangeable Transferor Certificate. (a) Upon any Exchange, the Trustee shall issue to the Holder of the Exchangeable Transferor Certificate under Section 6.01, for execution and redelivery to the Trustee for authentication under Section 6.02, one or more new Series of Investor Certificates. Each Investor Certificate of any such Series of Investor Certificates shall be substantially in the form specified in the related Supplement and shall bear, upon its face, the designation for such Series to which it belongs, as selected by the Transferor. Except as specified in any Supplement for a related Series, all Investor Certificates of any Series shall rank pari passu and be equally and ratably entitled as provided herein to the benefits hereof (except that the Enhancement provided for any Series shall not be available for any other Series) without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Agreement and the related Supplement. (b) The Holder of the Exchangeable Transferor Certificate may ~~tender the Exchangeable Transferor Certificate to the Trustee in exchange for (i)~~ permit Investor Certificates of one or more ~~newly~~ new Series to be issued ~~Series of Investor Certificates and~~ (ii) if there is a currently existing Exchangeable Transferor Certificate, upon presentation of such Exchangeable Transferor Certificate to the Trustee for cancellation, a new Exchangeable Transferor Certificate in certificated form dated the Exchange Date (any such tendereach, a "~~Transferor Exchange~~New Issuance"). In addition, to the extent permitted for any Series of Investor Certificates as specified in the related Supplement, the Investor Certificateholders of such Series may tender their Investor Certificates and, if there is a currently existing Exchangeable Transferor Certificate in certificated form, the Holder of the Exchangeable Transferor Certificate may tender the Exchangeable Transferor Certificate to the Trustee pursuant to the terms and conditions set forth in such Supplement in exchange for (i) one or more newly issued Series of Investor Certificates and (ii) upon presentation of such Exchangeable Transferor Certificate to the Trustee for cancellation, a new Exchangeable Transferor Certificate in certificated form dated the Exchange Date (an "Investor Exchange"). The Transferor Exchange and Investor Exchange are referred to collectively herein as an "Exchange." The Holder of the Exchangeable Transferor Certificate may perform an Exchange by notifying the ~~Trustee,~~ Trustee in writing at least ~~five~~ three days in advance (an a "~~Exchange~~ New Issuance Notice") of the date upon which the ~~Exchange~~ New Issuance is to occur (an a "~~Exchange~~ New Issuance Date"). Any ~~Exchange Notice~~ New Issuance shall state the designation of any Series (and Class thereof, if applicable) to be issued on the ~~Exchange~~ New Issuance Date and, with respect to ~~each~~ such Series: (a) its Initial Invested Amount (or the method for calculating such Initial Invested Amount), which at any time may not be greater than the current principal amount of the Exchangeable Transferor Certificate at such time (or in the case of an Investor Exchange, the sum of the Invested Amount of the Series of Investor Certificates to be exchanged plus the current principal amount of the Exchangeable Transferor Certificate)time, (b) its Certificate Rate (or the method for allocating interest payments or other cash flows to such Series), if any, and (c) the Enhancement Provider, if any, with respect to such Series. On the ~~Exchange~~ New Issuance Date, the Trustee shall authenticate and deliver the Investor Certificates of any such Series ~~of Investor Certificates~~ only upon delivery to it of the following: (a) a Supplement satisfying the criteria set forth in subsection 6.09(c) executed by the Transferor and specifying the Principal Terms of such Series, (b) the applicable Enhancement, if any, (c) the agreement, if any, pursuant to which the Enhancement Provider agrees to provide ~~the~~ any Enhancement~~, if any~~, (d) an Opinion of Counsel to the effect that, unless otherwise specified in the related Supplement, the Investor Certificates of the newly issued Series ~~of Investor Certificates~~ will be treated as debt for Federal income tax purposes and that the issuance of the newly issued Series ~~of Investor Certificates~~ will not adversely affect the Federal income tax characterization of the Holder of any outstanding Series of Investor Certificates or any Certificate Owner, (e) written confirmation from each Rating Agency that the ~~Exchange~~ New Issuance will not result in such Rating Agency's reducing or withdrawing its rating on any then outstanding Series as to which it is a Rating ~~Agency,~~ Agency and (f) an Officer's Certificate signed by a Vice President (or any more senior officer) of the Transferor, that on the ~~Exchange~~ New Issuance Date (i) the Transferor, after giving effect to ~~the Exchange~~such New Issuance, would not be required to add Additional Accounts pursuant to subsection 2.06(a) and (ii) after giving effect to such ~~Exchange~~New Issuance, the Transferor Interest would be at least equal to the Minimum Transferor Interest~~, and (g) the existing Exchangeable Transferor Certificate, if any, or applicable Investor Certificates, as the case may be~~. Upon satisfaction of such conditions, the Trustee shall ~~cancel~~ issue the Investor Certificates of such Series and, if there is a currently existing Exchangeable Transferor Certificate, ~~if any, or applicable Investor Certificates, as the case may be, and issue, as provided above, such Series~~ upon presentation of ~~Investor Certificates and, if any~~ such Exchangeable Transferor Certificate ~~shall have been cancelled~~to the Trustee for cancellation, a new Exchangeable Transferor Certificate, if applicable, dated the ~~Exchange~~ New Issuance Date, as provided above. There is no limit to the number of ~~Exchanges~~ New Issuances that may be performed under this Agreement. (c) In conjunction with an Exchange, the parties hereto shall execute a Supplement, which shall specify the relevant terms with respect to any newly issued Series of Investor Certificates, which may include without limitation: (i) its name or designation, (ii) an Initial Invested Amount or the method of calculating the Initial Invested Amount, (iii) the Certificate Rate (or formula for the determination thereof), (iv) the Closing Date, (v) the rating agency or agencies rating such Series, (vi) the name of the Clearing Agency, if any, (vii) the rights of the Holder of the Exchangeable Transferor Certificate that have been transferred to the Holders of such Series pursuant to such Exchange (including any rights to allocations of Collections of Finance Charge Receivables and Principal Receivables), (viii) the interest payment date or dates and the date or dates from which interest shall accrue, (ix) the method of allocating Collections with respect to Principal Receivables for such Series and, if applicable, with respect to other Series and the method by which the principal amount of Investor Certificates of such Series shall amortize or accrete and the method for allocating Collections with respect to Finance Charge Receivables and Receivables in Defaulted Accounts, (x) the names of any accounts to be used by such Series and the terms governing the operation of any such account, (xi) the Series Servicing Fee Percentage, (xii) the Minimum Transferor Interest, (xiii) the Series Termination Date, (xiv) the terms of any Enhancement with respect to such Series, (xv) the Enhancement Provider, if applicable, (xvi) the base rate applicable to such Series, (xvii) the terms on which the Certificates of such Series may be repurchased or remarketed to other investors, (xviii) any deposit into any account provided for such Series, (xix) the number of Classes of such Series, and if more than one Class, the rights and priorities of each such Class, (xx) whether Interchange or other fees will be included in the funds available to be paid for such Series, (xxi) the priority of any Series with respect to any other Series, (xxii) the rights, if any, of the holders of the Exchangeable Transferor Certificates that have been transferred to the holders of such Series, (xxiii) the Minimum Aggregate Principal Receivables, (xxiv) whether such Series will be part of a Group, and (xxv) any other relevant terms of such Series (including whether or not such Series will be pledged as collateral for an issuance of any other securities, including commercial paper) (all such terms, the "Principal Terms" of such Series). The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. If on the date of the issuance of such series there is issued and outstanding one or more Series of Investor Certificates and no Series of Investor Certificates is currently rated by a Rating Agency, then as a condition to such Exchange a nationally recognized investment banking firm or commercial bank shall also deliver to the Trustee an officer's certificate stating, in substance, that the Exchange will not have an adverse effect on the timing or distribution of payments to such other Series of Investor Certificates then issued and outstanding.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (First Usa Credit Card Master Trust)

Tender of Exchangeable Transferor Certificate. (a) Upon any Exchange, the ~~Trustee~~ Transferor shall ~~issue to the Holder of the Exchangeable Transferor Certificate under Section 6.01, for execution and redelivery~~ deliver to the Trustee for authentication under Section ~~6.02~~6.2, one or more new Series of Investor Certificates. ~~Each Investor Certificate of any~~ Any such Series of Investor Certificates shall be substantially in the form specified in the related Supplement and shall bear, upon its face, the designation for such Series to which it belongs, as selected by the Transferor. Except as specified in any Supplement for a related Series, all Investor Certificates of any Series shall rank pari passu and be equally and ratably entitled as provided herein to the benefits hereof (except that the Enhancement provided for any Series shall not be available for any other Series) without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Agreement and the related Supplement. (b) The Holder of the Exchangeable Transferor Certificate may (i) tender the Exchangeable Transferor Certificate to the Trustee in exchange for (iA) one or more newly issued Series of Investor Certificates or, with respect to any pre-funded Series, interests therein and (B) a reissued Exchangeable Transferor Certificate, (ii) request the Trustee to issue to it one or more Classes of any newly issued Series of Investor Certificates which upon payment by the purchaser thereof of the Initial Invested Amount of such Certificates to a Defeasance Account, will represent an interest in the Trust equal to such Initial Invested Amount (an "Unfunded Certificate") or (iii) take a combination of the actions specified in clauses (i) and (ii) ~~if there~~ provided that the sum of the amount of Transferor Interest which is ~~a currently existing Exchangeable Transferor Certificate, upon presentation~~ tendered under clause (i) and the amount to be paid to the Defeasance Account under clause (ii) equals the Initial Invested Amount of ~~such~~ the Investor Certificates delivered to the Holder of the Exchangeable Transferor Certificate ~~to the Trustee for cancellation, a new Exchangeable Transferor Certificate in certificated form dated the Exchange Date~~ (any such ~~tender~~event under clauses (i), (ii) or (iii), a "Transferor Exchange"). In addition, to the extent permitted for any Series of Investor Certificates as specified in the related Supplement, the Investor Certificateholders of such Series may tender their Investor Certificates ~~and, if there is a currently existing Exchangeable Transferor Certificate in certificated form,~~ and the Holder of the Exchangeable Transferor Certificate may tender the Exchangeable Transferor Certificate to the Trustee pursuant to the terms and conditions set forth in such Supplement in exchange for (i) one or more newly issued Series of Investor Certificates and (ii) ~~upon presentation of such~~ a reissued Exchangeable Transferor Certificate ~~to the Trustee for cancellation, a new Exchangeable Transferor Certificate in certificated form dated the Exchange Date~~ (an "Investor Exchange"). Notwithstanding anything to the contrary herein, the Transferor shall not be permitted to deposit money into any Defeasance Account. The Transferor Exchange and Investor Exchange are referred to collectively herein as an "Exchange." The Holder of the Exchangeable Transferor Certificate may perform an Exchange by notifying the Trustee, in ~~writing~~ writing, at least five ~~days~~ Business Days in advance (an "Exchange Notice") of the date upon which the Exchange is to occur (an "Exchange Date"). Any Exchange Notice shall state the designation of any Series to be issued on the Exchange Date and, with respect to each such Class or Series: (a) its Initial Invested Amount (or the method for calculating such Initial Invested Amount), which at any time may not be greater than the current principal amount of the Exchangeable Transferor Certificate at such time (or in the case of an Investor Exchange, the sum of the Invested Amount of ~~the~~ any Class or Series of Investor Certificates to be exchanged plus the current principal amount of the Exchangeable Transferor Certificate)) taking into account any Receivables transferred to the Trust simultaneous with such Exchange, (b) its Certificate Rate (or the method for allocating interest payments or other cash flows to such Series), if any, and (c) the Enhancement Provider, if any, with respect to such Series. On the Exchange Date, the Trustee shall authenticate and deliver any such Class or Classes of Series of Investor Certificates only upon delivery to it of the following: (a) a Supplement satisfying the criteria set forth in subsection ~~6.09(c~~6.9(c) and in form reasonably satisfactory to the Trustee executed by the Transferor and the Servicer and specifying the Principal Terms of such Series, (b) the applicable Enhancement, if any, (c) the agreement, if any, pursuant to which the Enhancement Provider agrees to provide the Enhancement, if any, (d) an Opinion of Counsel to the effect ~~that, unless otherwise specified in the related Supplement,~~ that (i) any Class of the newly issued Series of Investor Certificates sold to third parties will be ~~treated~~ characterized as ~~debt~~ either indebtedness or partnership interests for Federal and applicable state income tax purposes ~~and~~ or (ii) that the issuance of the newly issued Series of Investor Certificates will not adversely affect the ~~Federal~~ Federal, Minnesota or Delaware income tax characterization ~~of the Holder~~ of any outstanding Series of Investor Certificates or ~~any Certificate Owner~~the taxability of the Trust under Federal, Minnesota or Delaware income tax laws, (e) written confirmation from each Rating Agency that the Exchange will not result in such Rating Agency's reducing or withdrawing its rating on any then outstanding Series as to which it is a Rating Agency, (f) an Officer's Certificate ~~signed by a Vice President (or any more senior officer)~~ of the Transferor, that on the Exchange Date (i~~) the Transferor, after giving effect to the Exchange, would not be required to add Additional Accounts pursuant to subsection 2.06(a) and (ii~~) after giving effect to such Exchange, the Transferor Interest would be at least equal to the Minimum Transferor Interest and (ii) the Retained Interest would be at least equal to the Minimum Retained Interest, ~~and~~ (g) the existing Exchangeable Transferor ~~Certificate, if any,~~ Certificate or applicable Investor Certificates, as the case may bebe and (h) such other documents, certificates and Opinions of Counsel as may be required by the applicable Supplement. Upon satisfaction of such conditions, the Trustee shall cancel the existing Exchangeable Transferor ~~Certificate, if any,~~ Certificate or applicable Investor Certificates, as the case may be, and issue, as provided above, such Series of Investor Certificates ~~and, if any such Exchangeable Transferor Certificate shall have been cancelled,~~ and a new Exchangeable Transferor Certificate, dated the Exchange Date. There is no limit to the number of Exchanges that may be performed under this Agreement. (c) In conjunction with an Exchange, the parties hereto shall execute a Supplement, which shall specify the relevant terms with respect to any newly issued Series of Investor Certificates, which may include without limitation: (i) its name or designation, (ii) an the Initial Invested Amount or the method of calculating the Initial Invested Amount, (iii) the Certificate Rate (or formula for the determination thereof), (iv) the Closing Date, (v) the rating agency or agencies rating such Series, (vi) the name of the Clearing Agency, if any, (vii) the rights of the Holder of the Exchangeable Transferor Certificate that have been transferred to the Holders of such Series pursuant to such Exchange (including any rights to allocations of Collections of ~~Finance Charge~~ Imputed Yield Receivables and Principal Receivables), (viii) the interest payment date or dates and the date or dates from which interest shall accrue, (ix) the method of allocating Principal Collections ~~with respect to Principal Receivables~~ for such ~~Series and, if applicable, with respect to other~~ Series and the method by which the principal amount of Investor Certificates of such Series shall amortize or accrete and the method for allocating Imputed Yield Collections ~~with respect to Finance Charge Receivables~~ and ~~Receivables in~~ Defaulted ~~Accounts~~Receivables, (x) the names of any accounts to be used by such Series and the terms governing the operation of any such account, (xi) the Series Servicing Fee Percentage, (xii) the Minimum Transferor Interest, (xiii) the Series Termination Date, (xiv) the terms of any Enhancement with respect to such Series, (xv) the Enhancement Provider, if applicable, (xvi) the base rate applicable to such Series, (xvii) the terms on which the Certificates of such Series may be repurchased or remarketed to other investors, (xviii) any deposit into any account provided for such Series, (xix) the number of Classes of such ~~Series~~Series and, ~~and~~ if more than one Class, the rights and priorities of each such Class, (xx) whether ~~Interchange or other~~ any fees will be included in the funds available to be paid for such Series, (xxi) the ~~priority~~ subordination of ~~any~~ such Series ~~with respect~~ to any other Series, (xxii) the ~~rights, if any, of the holders of the Exchangeable Transferor Certificates that have been transferred to the holders of such Series~~Pool Factor, (xxiii) the Minimum Aggregate Principal Receivables, (xxiv) whether such Series will be a part of a ~~Group~~group or subject to being paired with any other Series, (xxv) whether such Series will be pre-funded, and (~~xxv~~xxvi) any other relevant terms of such Series (including whether or not such Series will be pledged as collateral for an issuance of any other securities, including commercial paper) (all such terms, the "Principal Terms" of such Series). The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. If on the date of the issuance of such ~~series~~ Series there is issued and outstanding one or more Series of Investor Certificates and no Series of Investor Certificates is currently rated by a Rating Agency, then as a condition to such Exchange a nationally recognized investment banking firm or commercial bank shall also deliver to the Trustee an officer's certificate stating, in substance, that the Exchange will not have an adverse effect on the timing or distribution of payments to such other Series of Investor Certificates then issued and outstanding. (d) The Transferor may surrender the Exchangeable Transferor Certificate to the Trustee in exchange for a newly issued Exchangeable Transferor Certificate and a second certificate (a "Supplemental Certificate"), the terms of which shall be defined in a supplement to this Agreement (which supplement shall be subject to Section 13.01 hereof to the extent that it amends any of the terms of this Agreement), to be delivered to or upon the order of the Transferor (or a Person designated by the Transferor, in the case of the transfer or exchange thereof, as provided below), upon satisfaction of the following conditions: (i) following such exchange, the Transferor Interest (less any interest therein represented by any Supplemental Certificates) in the Principal Receivables in the Trust equals or exceeds the greater of the Minimum Transferor Interest and the Minimum Retained Interest following such exchange and (ii) the Trustee received prior to such exchange (A) a letter from the Rating Agency stating that the then current ratings on the Investor Certificates of each rated class of each Series then outstanding will not be reduced or withdrawn because of the issuance of such Supplemental Certificate and (B) an Opinion of Counsel to the effect that (x) such Supplemental Certificate will be characterized as either indebtedness or a partnership interest for Federal and applicable state income tax purposes or (y) that such Supplemental Certificate will not adversely affect the Federal, Minnesota or Delaware income tax characterization of any outstanding Series of Investor Certificates or the taxability of the Trust under Federal, Minnesota or Delaware income tax laws.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Fingerhut Companies Inc)

Tender of Exchangeable Transferor Certificate. (a) Upon any Exchange, the ~~Trustee~~ Transferor shall ~~issue to the Holder of the Exchangeable Transferor Certificate under Section 6.01, for execution and redelivery~~ deliver to the Trustee for authentication under Section ~~6.02~~6.2, one or more new Series of Investor Certificates. ~~Each Investor Certificate of any~~ Any such Series of Investor Certificates shall be substantially in the form specified in the related Supplement and shall bear, upon its face, the designation for such Series to which it belongs, as selected by the Transferor. Except as specified in any Supplement for a related Series, all Investor Certificates of any Series shall rank pari passu and be equally and ratably entitled as provided herein to the benefits hereof (except that the Enhancement provided for any Series shall not be available for any other Series) without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Agreement and the related Supplement. (b) The Holder of the Exchangeable Transferor Certificate may (i) tender the Exchangeable Transferor Certificate to the Trustee in exchange for (iA) one or more newly issued Series of Investor Certificates or, with respect to any prefunded Series, interests therein and (B) a reissued Exchangeable Transferor Certificate, (ii) request the Trustee to issue to it one or more Classes of any newly issued Series of Investor Certificates which upon payment by the purchaser thereof of the initial Invested Amount of such Certificates to a Defeasance Account, will represent an interest in the Trust equal to such Initial Invested Amount (an "Unfunded Certificate") or (iii) take a combination of the actions specified in clauses (i) and (ii) ~~if there~~ provided that the sum of the amount of Transferor Interest which is ~~a currently existing Exchangeable Transferor Certificate, upon presentation~~ tendered under clause (i) and the amount to be paid to the Defeasance Account under clause (ii) equals the Initial Invested Amount of ~~such~~ the Investor Certificates delivered to the Holder of the Exchangeable Transferor Certificate ~~to the Trustee for cancellation, a new Exchangeable Transferor Certificate in certificated form dated the Exchange Date~~ (any such ~~tender~~event under clauses (i), (ii) or (iii), a "Transferor Exchange"). In addition, to the extent permitted for any Series of Investor Certificates as specified in the related Supplement, the Investor Certificateholders of such Series may tender their Investor Certificates ~~and, if there is a currently existing Exchangeable Transferor Certificate in certificated form,~~ and the Holder of the Exchangeable Transferor Certificate may tender the Exchangeable Transferor Certificate to the Trustee pursuant to the terms and conditions set forth in such Supplement in exchange for (i) one or more newly issued Series of Investor Certificates and (ii) ~~upon presentation of such~~ a reissued Exchangeable Transferor Certificate ~~to the Trustee for cancellation, a new Exchangeable Transferor Certificate in certificated form dated the Exchange Date~~ (an "Investor Exchange"). The Transferor Exchange and Investor Exchange are referred to collectively herein as an "Exchange." The Holder of the Exchangeable Transferor Certificate may perform an Exchange by notifying the Trustee, in ~~writing~~ writing, at least five ~~days~~ Business Days in advance (an "Exchange Notice") of the date upon which the Exchange is to occur (an "Exchange Date"). Any Exchange Notice shall state the designation of any Series to be issued on the Exchange Date and, with respect to each such Class or Series: (a) its Initial Invested Amount (or the method for calculating such Initial Invested Amount), which at any time may not be greater than the current principal amount of the Exchangeable Transferor Certificate at such time (or in the case of an Investor Exchange, the sum of the Invested Amount of ~~the~~ any Class or Series of Investor Certificates to be exchanged plus the current principal amount of the Exchangeable Transferor Certificate)) taking into account any Receivables transferred to the Trust simultaneous with such Exchange, (b) its Certificate Rate (or the method for allocating interest payments or other cash flows to such Series), if any, and (c) the Enhancement Provider, if any, with respect to such Series. On the Exchange Date, the Trustee shall authenticate and deliver any such Class or Classes of Series of Investor Certificates only upon delivery to it of the following: (a) a Supplement satisfying the criteria set forth in subsection ~~6.09(c~~6.9(c) and in form reasonably satisfactory to the Trustee executed by the Transferor and the Servicer and specifying the Principal Terms of such Series, (b) the applicable Enhancement, if any, (c) the agreement, if any, pursuant to which the Enhancement Provider agrees to provide the Enhancement, if any, (d) an Opinion of Counsel to the effect ~~that, unless otherwise specified in the related Supplement,~~ that (i) any Class of the newly issued Series of Investor Certificates sold to third parties will be ~~treated~~ characterized as ~~debt~~ either indebtedness or partnership interests for Federal and applicable state income tax ~~purposes and~~ purposes, (ii) that the issuance of the newly issued Series of Investor Certificates will not adversely affect the Federal and applicable state income tax characterization ~~of the Holder~~ of any outstanding Series of Investor Certificates and (iii) the issuance of the newly issued Series will not result in the Trust being subject to tax at the entity level for federal or ~~any Certificate Owner~~applicable state tax purposes, (e) written confirmation from each Rating Agency that the Exchange will not result in such Rating Agency's reducing or withdrawing its rating on any then outstanding Series as to which it is a Rating Agency, (f) an Officer's Certificate ~~signed by a Vice President (or any more senior officer)~~ of the Transferor, that on the Exchange Date (i) the Transferor, after giving effect to the Exchange, would not be required to add ~~Additional~~ Supplemental Accounts pursuant to subsection ~~2.06(a) and~~ 2.6(c), (ii) after giving effect to such Exchange, the Transferor Interest would be at least equal to the Minimum Transferor Interest, and (iii) the Retained Interest would be at least equal to the Minimum Retained Interest, (g) the existing Exchangeable Transferor ~~Certificate, if any,~~ Certificate or applicable Investor Certificates, as the case may bebe and (h) such other documents, certificates and Opinions of Counsel as may be required by the applicable Supplement. Upon satisfaction of such ~~conditions~~conditions and upon the receipt of written instructions by the Transferor, the Trustee shall cancel the existing Exchangeable Transferor ~~Certificate, if any,~~ Certificate or applicable Investor Certificates, as the case may be, and issue, as provided above, such Series of Investor Certificates ~~and, if any such Exchangeable Transferor Certificate shall have been cancelled,~~ and a new Exchangeable Transferor Certificate, dated the Exchange Date. There is no limit to the number of Exchanges that may be performed under this Agreement. (c) In conjunction with an Exchange, the parties hereto shall execute a Supplement, which shall specify the relevant terms with respect to any newly issued Series of Investor Certificates, which may include without limitation: (i) its name or designation, (ii) an the Initial Invested Amount or the method of calculating the Initial Invested Amount, (iii) the Certificate Rate (or formula for the determination thereof), (iv) the Closing Date, (v) the rating agency or agencies rating such Series, (vi) the name of the Clearing Agency, if any, (vii) the rights of the Holder of the Exchangeable Transferor Certificate that have been transferred to the Holders of such Series pursuant to such Exchange (including any rights to allocations of Collections of Finance Charge Receivables and Principal Receivables), (viii) the interest payment date or dates and the date or dates from which interest shall accrue, (ix) the method of allocating Collections with respect to Principal Receivables for such Series and, if applicable, with respect to ~~other~~ any Paired Series and the method by which the principal amount of Investor Certificates of such Series shall amortize or accrete and the method for allocating Collections with respect to Finance Charge Receivables and Receivables in Defaulted Accounts, (x) the names of any accounts to be used by such Series and the terms governing the operation of any such account, (xi) the Series Servicing Fee Percentage, (xii) the Minimum Transferor Interest, (xiii) the Series Termination Date, (xiv) the terms of any Enhancement with respect to such Series, (xv) the Enhancement Provider, if applicable, (xvi) the base rate applicable to such Series, (xvii) the terms on which the Certificates of such Series may be repurchased or remarketed to other investors, (xviii) any deposit into any account provided for such Series, (xix) the number of Classes of such Series, and if more than one Class, the rights and priorities of each such Class, (xx) whether ~~Interchange or other~~ any fees will be included in the funds available to be paid for such Series, (xxi) the ~~priority~~ subordination of ~~any~~ such Series ~~with respect~~ to any other Series, (xxii) the ~~rights, if any, of the holders of the Exchangeable Transferor Certificates that have been transferred to the holders of such Series~~Minimum Aggregate Principal Receivables, (xxiii) ~~the Minimum Aggregate Principal Receivables~~whether such Series will be a part of a group or subject to being paired with any other Series, (xxiv) whether such Series will be ~~part of a Group~~prefunded, and (xxv) any other relevant terms of such Series (including whether or not such Series will be pledged as collateral for an issuance of any other securities, including commercial paper) (all such terms, the "Principal Terms" of such Series). The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. If on the date of the issuance of such ~~series~~ Series there is issued and outstanding one or more Series of Investor Certificates and no Series of Investor Certificates is currently rated by a Rating Agency, then as a condition to such Exchange a nationally recognized investment banking firm or commercial bank shall also deliver to the Trustee an officer's certificate stating, in substance, that the Exchange will not have an adverse effect on the timing or distribution of payments to such other Series of Investor Certificates then issued and outstanding.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Stage Stores Inc)

Tender of Exchangeable Transferor Certificate. (a) Upon any Exchange, the Trustee shall issue to the ~~Holder~~ Transferor under Section 6.1 for execution (unless the Trustee is to execute such Series on behalf of the ~~Exchangeable Transferor Certificate under Section 6.01~~Trust, ~~for execution~~ as specified in the applicable Supplement) and redelivery to the Trustee for authentication under Section ~~6.02,~~ 6.2 one or more new Series of Investor Certificates. ~~Each Investor Certificate of any~~ Any such Series of Investor Certificates shall be substantially in the form specified in the related Supplement and shall bear, upon its face, the designation for such Series ~~to which it belongs, as~~ selected by the Transferor. Except as specified in ~~any~~ the Supplement for ~~a related~~ any Series as to differing treatment of the Investor Certificates within such Series, all Investor Certificates of any Series shall ~~rank pari passu and~~ be equally and ratably entitled as provided herein to the benefits hereof ~~(except that the Enhancement provided for any Series shall not be available for any other Series)~~ without preference, priority or distinction on account of the actual time or times of authentication and ~~delivery~~delivery (except that any Enhancement provided for any Series shall not be available for any other Series), all in accordance with the terms and provisions of this Agreement and the ~~related~~ applicable Supplement. (b) The Holder of the Exchangeable Transferor Certificate may tender the Exchangeable Transferor Certificate, or the Exchangeable Transferor Certificate and the Investor Certificates of any Series, to the Trustee in exchange for (i) one or more newly issued Series of Investor Certificates and (ii) ~~if there is~~ a ~~currently existing Exchangeable Transferor Certificate, upon presentation of such~~ reissued Exchangeable Transferor Certificate ~~to the Trustee for cancellation, a new Exchangeable Transferor Certificate in certificated form dated the Exchange Date~~ (any such tender, a "Transferor Exchange"). In addition, to the extent permitted for any Series of Investor Certificates as specified in the related Supplement, the Investor Certificateholders of such Series may tender their Investor Certificates and, if there is a currently existing Exchangeable Transferor Certificate in certificated form, the Holder of the Exchangeable Transferor Certificate may tender the Exchangeable Transferor Certificate to the Trustee pursuant to the terms and conditions set forth in such Supplement in exchange for (i) one or more newly issued Series of Investor Certificates and (ii) upon presentation of such Exchangeable Transferor Certificate to the Trustee for cancellation, a new Exchangeable Transferor Certificate in certificated form dated the Exchange Date (an "~~Investor~~ Exchange"). The Transferor ~~Exchange and Investor Exchange are referred to collectively herein as an "Exchange." The Holder of the Exchangeable Transferor Certificate~~ may perform an ~~Exchange~~ Exchange, without the consent of any Certificateholder, by notifying the Trustee, in writing at least ~~five days~~ three Business Days in advance (an 64 "Exchange Notice") of the date upon which the Exchange is to occur (an "Exchange Date"). Any Exchange Notice shall state the designation of any Series to be issued on the Exchange Date and, with respect to each such Series: (ax) its Initial Invested Amount (or the method for calculating such Initial Invested Amount), if any, which ~~at any time~~ amount may not be greater than the current principal amount of the Exchangeable Transferor Certificate minus the Minimum Transferor Amount at such ~~time~~ time, and (or in the case of an Investor Exchange, the sum of the Invested Amount of the Series of Investor Certificates to be exchanged plus the current principal amount of the Exchangeable Transferor Certificate), (by) its Certificate Rate (or the method for allocating interest payments or other cash ~~flows~~ flow to such Series), if any~~, and (c) the Enhancement Provider, if any, with respect to such Series~~. On the Exchange Date, the Trustee shall authenticate and deliver any such Series ~~of Investor Certificates~~ only upon delivery to it of the following: (aA) a Supplement ~~satisfying~~ in form satisfactory to the ~~criteria set forth in subsection 6.09(c)~~ Trustee executed by the Transferor and specifying the Principal Terms of such Series, (~~b) the applicable Enhancement, if any, (c) the agreement, if any, pursuant to which the Enhancement Provider agrees to provide the Enhancement, if any, (d~~B) an Opinion of Counsel to the effect that, unless otherwise specified in the related Supplement, the newly issued Series of Investor Certificates (other than any Class of Investor Certificates required to be retained by the Transferor) will be ~~treated~~ characterized as ~~debt~~ either indebtedness or an interest in a partnership (that is not taxable as a corporation) under existing law for Federal income tax purposes and that the issuance of the newly issued Series of Investor Certificates will not ~~adversely affect~~ have any material adverse impact on the Federal income tax characterization ~~of the Holder~~ of any outstanding Series of Investor Certificates that have been the subject of a previous opinion of tax counsel or ~~any Certificate Owner~~result in the Trust being taxable as an association or as a publicly traded partnership taxable as a corporation for Federal or applicable state tax purposes (such opinion, a "Tax Opinion"), (eC) an agreement, if any, pursuant to which the Enhancement Provider agrees to provide Enhancement, (D) written confirmation from each Rating Agency that the Exchange will not result in ~~such~~ the Rating Agency's reducing or withdrawing its rating on any then outstanding Series ~~as to which~~ rated by it is a Rating Agency, (f) an Officer's Certificate signed by a Vice President (or any more senior officer) of the Transferor, that on the Exchange Date (i) the Transferor, after giving effect to the Exchange, would not be required to add Additional Accounts pursuant to subsection 2.06(a) and (~~ii) after giving effect to such Exchange, the Transferor Interest would be at least equal to the Minimum Transferor Interest, and (g~~E) the existing Exchangeable Transferor ~~Certificate~~Certificate and the Investor Certificate of the Series, if any, ~~or applicable Investor Certificates, as the case may be~~to be exchanged. Upon satisfaction of such conditions, the Trustee shall cancel the existing Exchangeable Transferor ~~Certificate, if any, or applicable Investor Certificates, as the case may be,~~ Certificate and issue, as provided above, such Series of Investor Certificates ~~and, if any such Exchangeable Transferor Certificate shall have been cancelled,~~ and a new Exchangeable Transferor Certificate, dated the Exchange Date. There is no limit to the number of Exchanges that may be performed under this Agreement. (c) In conjunction with an Exchange, the parties hereto shall execute a Supplement, which shall specify the relevant terms with respect to any ~~newly issued~~ Series of Investor Certificates, which may ~~include~~ include, without limitation: (i) its name or designation, (ii) an Initial Invested Amount or the method of calculating the Initial Invested Amount, (iii) ~~the~~ a Certificate Rate (or formula for the determination thereof), (iv~~) the Closing Date, (v) the rating agency or agencies rating such Series, (vi) the name of the Clearing Agency, if any, (vii~~) the rights of the Holder of the Exchangeable Transferor Certificate that have been transferred to the Holders of such Series pursuant to such ~~Exchange (including any rights to allocations of Collections of Finance Charge Receivables and Principal Receivables)~~Exchange, (~~viii~~v) the interest payment date or dates and the date or dates from which interest shall accrue, (ixvi) the method of allocating Collections ~~with respect to~~ of Principal Receivables for such Series and, if applicable, with respect to other Series and the method by which the principal amount of Investor Certificates of such Series shall amortize or accrete and the method for allocating Collections ~~with respect to~~ of Finance Charge Receivables and Receivables in Defaulted Accounts, (xvii) the names of any accounts to be used by such Series and the terms governing the operation of any such account, (xiviii) the ~~Series~~ Servicing Fee Percentage, (~~xii~~ix) the Minimum Transferor ~~Interest~~Interest Percentage, (~~xiii~~x) the Minimum Aggregate Principal Receivables, (xi) the Series Termination Date, (~~xiv~~xii) the terms of any ~~Enhancement with respect to such Series~~Enhancement, (xvxiii) the Enhancement Provider, if ~~applicable~~any, (~~xvi~~xiv) the base ~~rate applicable to such Series~~rate, if any, (~~xvii~~xv) the Repurchase Terms or the terms on which the Certificates of such Series may be ~~repurchased or~~ remarketed to other investors, (~~xviii~~xvi) any deposit into any account provided for such Series, (~~xix~~xvii) the number of Classes of within such Series, and if more than one Class, the rights and priorities of each such Class, (xviii) the extent to which the Investor Certificates will be issuable in temporary or permanent global form and, in such case, the depository for such global certificate or certificates, the terms and conditions, if any, upon which such global certificate may be exchanged in whole or in part for Definitive Certificates, and the manner in which any interest payable on a temporary or global certificate will be paid, (xix) whether the Certificates may be issued in bearer form and any limitations imposed thereon and provisions relating to compliance with applicable laws and rules for bearer instruments, (xx) the priority of such Series with respect to any other Series, (xxi) whether Interchange or other fees will be included in the funds available to be paid ~~for such Series, (xxi) the priority of any Series~~ with respect to ~~any other~~ such Series, (xxii) whether such Series will or may be paired with any other Series and the ~~rights~~Series with which it will be paired, if ~~any, of the holders of the Exchangeable Transferor Certificates that have been transferred to the holders of such Series~~applicable, (xxiii) the ~~Minimum Aggregate Principal Receivables~~Group, ~~(xxiv) whether~~ if any, to which such Series ~~will be part of a Group~~belongs, and (~~xxv~~xxiv) any other relevant terms of such Series ~~(including whether or not such Series will be pledged as collateral for an issuance of any other securities, including commercial paper)~~ (all such terms, the "Principal Terms" of such Series). The terms of such Supplement may modify or amend the terms of this Agreement solely as applied to such new Series. If on the date of the issuance of such ~~series~~ Series there is issued and outstanding ~~one or more Series of Investor Certificates and~~ no Series of Investor Certificates which is currently rated by a Rating Agency, then as a condition to such Exchange a nationally recognized investment banking firm or commercial bank shall also deliver to the Trustee an officer's certificate stating, in substance, that the Exchange will not have an adverse effect on the timing or distribution of payments to such other Series of Investor Certificates then issued and outstanding. (d) In connection with the creation or sale of any additional interest in the Trust or the Receivables, whether or not designated as an Exchange (including, without limitation, the receipt by the Trust or the Transferor of the proceeds of any loan or additional loan provided by any Enhancement Provider), the Transferor shall deliver to the Trustee and to each Rating Agency assigning a rating to any Class of Investor Certificates of any then outstanding Series (if so requested by such Rating Agency) a Tax Opinion with respect to such interest.

Appears in 1 contract

Samples: Master Pooling and Servicing Agreement (Fnanb Credit Card Master Trust)

Common use of Tender of Exchangeable Transferor Certificate Clause in Contracts