Class XS Notes definition

Class XS Notes. The Class XS Notes issued pursuant to the Indenture and described in Part IV to this Appendix A.

Class XS Notes. The Class XS Notes issued under the Indenture, which as of any Distribution Date will have a notional balance equal to the Pool Balance as of the first day of the related Collection Period or, in the case of the initial Distribution Date, a notional balance equal to the Initial Pool Balance (in each case, rounded down to the nearest whole dollar).

Examples of Class XS Notes in a sentence

• Any references with respect to principal or interest payments shall not apply to the Class XS Notes.

• The parties hereto will not make any changes to the Collateral Custodian Fee without the prior written approval of (A) the Indenture Trustee (acting at the direction of the Requisite Noteholders) or (B) if the Notes (other than the Class XS Notes) are no longer outstanding, the Issuing Entity (acting at the direction of the Majority Certificateholders).

• Each of the parties hereto agrees that it will not initiate or consent to any revision to the Required Legend or any other identification of the Indenture Trustee as the assignee of any Authoritative Copy without the consent of (A) the Indenture Trustee (acting at the written direction of the Requisite Noteholders), or (B) if the Notes (other than the Class XS Notes) are no longer outstanding, the Issuing Entity (acting at the written direction of the Majority Certificateholders).

• After all Classes of Notes (other than the Class N Notes and the Class XS Notes) are no longer Outstanding, any references to the Controlling Class of Notes shall instead refer to the Majority Certificateholders.

• In the event of such termination or removal, (A) the Indenture Trustee (acting at the direction of the Requisite Noteholders) or (B) if the Notes (other than the Class XS Notes) are no longer outstanding, the Issuing Entity (acting at the direction of the Majority Certificateholders) shall appoint a successor Collateral Custodian.

• Backup Servicer hereby agrees that it will not institute against the Issuing Entity or Grantor Trust any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States federal or state bankruptcy law, including the Bankruptcy Code, so long as any Notes (other than the Class XS Notes) have not been paid in full or there shall not have elapsed one year plus one day since the last day on which any such Note shall have been reduced to zero.

• Following the payment in full of the Outstanding Amount of the Notes (other than the Class XS Notes) and all accrued and unpaid interest thereon, the Certificateholders shall succeed to the rights of the Noteholders hereunder and the Indenture Trustee shall continue to perform all obligations and retain all rights of the Indenture Trustee pursuant to this Agreement.

• Interest on each Class of Notes (other than the Class A-1 Notes and the Class XS Notes) shall be calculated in the manner described in Part IV to Appendix A of the Receivables Purchase Agreement.

• None of the Issuing Entity, the Note Registrar or the Indenture Trustee is obligated to register the Class N Notes and the Class XS Notes under the Securities Act or the securities laws of any other jurisdiction or to take any other action not otherwise required under this Indenture, the Grantor Trust Agreement or the Trust Agreement to permit the transfer of any Class N Notes and any Class XS Notes without registration.

• The Issuing Entity, at the direction of the Depositor or the Administrator, may elect to register, or cause the registration of, the Class N Notes and the Class XS Notes under the Securities Act or the securities laws of any other jurisdiction, in which case the Issuing Entity shall deliver, or cause to be delivered, to the Indenture Trustee and the Note Registrar such Opinions of Counsel, Officer’s Certificates and other information as determined by the Depositor as necessary to effect such registration.