Base Indenture. (iii) The Indenture Trustee may at any time accept the resignation of or remove any separate Indenture Trustee or co-Indenture Trustee. (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate Indenture Trustees and co-Indenture Trustees, as effectively as if given to each of them. Every instrument appointing any separate Indenture Trustee or co-Indenture Trustee shall refer to this Indenture and the conditions of this Article 10. Each separate Indenture Trustee and co-Indenture Trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture and any Supplement, specifically including every provision of this Indenture or any Supplement relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee. (d) Any separate Indenture Trustee or co-Indenture Trustee may at any time constitute the Indenture Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect to this Indenture or any Supplement on its behalf and in its name. If any separate Indenture Trustee or co-Indenture Trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor Indenture Trustee. (e) The Issuer agrees to pay to any separate trustee or co-trustee appointed hereunder reasonable compensation, and to reimburse such co-trustee or separate trustee upon its request for all reasonable expenses, out-of-pocket disbursements and advances incurred or made by it or them in accordance with any provision of this indenture or any document executed in connection herewith except any such expense, out-of-pocket disbursement or advance as may be attributable to its negligence or bad faith. In no event shall the Indenture Trustee be obligated to pay any fee or expense of any separate trustee or co-trustee. (f) The Indenture Trustee shall not be liable for any misconduct or negligence on the part of, or for the supervision of any co-Indenture Trustee or separate Indenture Trustee.
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Sources: Base Indenture (Accredited Home Lenders Holding Co)
Base Indenture. In connection with the Issuer’s sale, transfer and assignment of the Removed Receivables, the Issuer hereby certifies that the conditions precedent to the release of the Removed Receivables have been satisfied and requests that the Trustee, and the Trustee by acknowledging this Lien Release Request does, irrevocably and unconditionally release the Removed Receivables and the related Related Security (the “Released Assets”) from the lien granted to the Trustee pursuant to the Base Indenture, and the Released Assets shall no longer constitute a part of the Trust Estate under the Base Indenture, any related security agreement or financing statement. Very truly yours, OPORTUN FUNDING XIII, LLC By: Name: Title: Acknowledged as of the above date: WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee By: Name: Title: C-2 Base Indenture C-3 Base Indenture Wilmington Trust, National Association, as Trustee [ Address ] Wilmington Trust, National Association, as Transfer Agent and Registrar Oportun Funding XIII, LLC Reference is hereby made to the Indenture dated as of August 1, 2019 (the “Indenture”) by and among between OPORTUN FUNDING XIII, LLC, a special purpose limited liability company established under the laws of Delaware, as issuer (the “Issuer”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association with trust powers, as Trustee, as Securities Intermediary and as Depositary Bank. Capitalized terms used but not defined herein are used as defined in the Indenture and if not in the Indenture then such terms shall have the meanings assigned to them in Rule 144A (“Rule 144A”) under the United States Securities Act of 1933, as amended (the “Securities Act”). This letter relates to U.S.$[•] aggregate [principal amount of Notes] [par value of Certificates] which are held in the name of [name of Transferor] (the “Transferor”) and is intended to facilitate the transfer of [Notes/Certificates] (or an interest therein) to [name of Transferee] (the “Transferee”). In connection with such request, (i) the Transferee hereby certifies that such transfer has been effected in accordance with the transfer restrictions set forth in the Indenture, (ii) the Transferee has reviewed and does hereby make the representations and warranties discussed or listed in Section 2.6(e) of the Indenture (which are generally intended to prevent the Issuer from being characterized as a “publicly traded partnership” within the meaning of Section 7704 of the Internal Revenue Code of 1986, as amended, in reliance on Treasury Regulations Sections 1.7704-1(e) and (h)) and (iii) The the Transferee will notify future transferees of these transfer restrictions. [With respect to the Class D Notes and the Certificates, except as otherwise provided in the Base Indenture, the Transferee further represents, warrants and agrees that the Transferee is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended, other than a foreign branch of a United States person acting as a qualified intermediary, and a properly completed and signed Internal Revenue Service (“IRS”) Form W-9 (or applicable successor form) is attached hereto.] E-1 Base Indenture Trustee may at any Exhibit F-1 Base Indenture THIS NINETEENTH AMENDED AND RESTATED INTERCREDITOR AGREEMENT, dated as of December 7, 2018 (such agreement as amended, modified, waived, supplemented or restated from time accept the resignation of or remove any separate Indenture Trustee or co-Indenture Trustee.to time, this “Agreement”), is by and among:
(c1) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate Indenture Trustees and co-Indenture TrusteesEF CH LLC, as effectively purchaser and owner under the ECL Documents (as if given to each of them. Every instrument appointing any separate Indenture Trustee or co-Indenture Trustee shall refer to this Indenture defined below) (together with its successors and assigns in such capacity, the “EFCH Purchaser”);
(2) ECO CH LLC, as purchaser and owner under the ECL Documents (together with its successors and assigns in such capacity, the “ECO Purchaser”);
(3) ECL FUNDING LLC, as purchaser and owner under the ECL Documents and the conditions of this Article EF Holdco Documents (as defined below) (together with its successors and assigns in such capacity, the “ECL Purchaser”);
(4) EPOB CH LLC, as purchaser and owner under the ECL Documents (together with its successors and assigns in such capacity, the “EPOB Purchaser”);
(5) EF GS 2017-OPTN LLC, as purchaser and owner under the ECL Documents (together with its successors and assigns in such capacity, the “EFCH-GS Purchaser”);
(6) ECO GS 2017-OPTN LLC, as purchaser and owner under the ECL Documents (together with its successors and assigns in such capacity, the “ECO-GS Purchaser”);
(7) EPOB GS 2017-OPTN LLC, as purchaser and owner under the ECL Documents (together with its successors and assigns in such capacity, the “EPOB-GS Purchaser”);
(8) EPO II (B) GS 2018-OPTN LLC, as purchaser and owner under the ECL Documents (together with its successors and assigns in such capacity, the “EPOB2-GS Purchaser”);
(9) EF HOLDCO INC., as purchaser and owner under the EF Holdco Documents (as defined below) (together with its successors and assigns in such capacity, the “EF Holdco Purchaser”);
(10. Each separate Indenture ) WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee under the OF V Documents (as defined below) (together with its successors and assigns in such capacity, the “OF V Trustee”);
(11) WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee under the OF VI Documents (as defined below) (together with its successors and assigns in such capacity, the “OF VI Trustee”);
(12) WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee under the OF VII Documents (as defined below) (together with its successors and assigns in such capacity, the “OF VII Trustee”);
(13) WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee under the OF VIII Documents (as defined below) (together with its successors and assigns in such capacity, the “OF VIII Trustee”);
(14) WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee under the OF IX Documents (as defined below) (together with its successors and assigns in such capacity, the “OF IX Trustee”);
(15) WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee under the OF X Documents (as defined below) (together with its successors and assigns in such capacity, the “OF X Trustee”);
(16) WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee under the OF XII Documents (as defined below) (together with its successors and assigns in such capacity, the “OF XII Trustee” and, together with the OF V Trustee, the OF VI Trustee, the OF VII Trustee, the OF VIII Trustee, the OF IX Trustee and co-Indenture the OF X Trustee, upon the “Trustees,” and each, a “Trustee”);
(17) OPORTUN, INC. (together with its acceptance of successors and assigns, “Oportun”), as the trusts conferredseller under the ECL Documents, shall be vested the EF Holdco Documents, the OF V Documents, the OF VI Documents, the OF VII Documents, the OF VIII Documents, the OF IX Documents, the OF X Documents and the OF XII Documents;
(18) PF SERVICING, LLC (together with its successors and assigns, “PF Servicing”), as the initial servicer for each Trustee, the EFCH Purchaser, the ECL Purchaser and the ECO Purchaser (the “Initial Servicer”) and its permitted successors (together with the estates or property specified in its instrument of appointmentInitial Servicer, either jointly with the Indenture Trustee or separately“Servicer”);
(19) WILMINGTON TRUST, NATIONAL ASSOCIATION, as may be provided therein, subject to all the provisions of this Indenture collateral trustee for each Trustee hereunder (together with its successors and any Supplement, specifically including every provision of this Indenture or any Supplement relating to the conduct of, affecting the liability of, or affording protection toassigns, the Indenture “Collateral Trustee. Every such instrument shall be filed with the Indenture Trustee.”);
(d20) Any separate Indenture Trustee or coSYSTEMS & SERVICES TECHNOLOGIES, INC. (“SST”), as back-Indenture Trustee may at any time constitute up servicer (the Indenture Trustee“Back-Up Servicer”) under the OF V Documents, its agent or attorney-in-fact with full power the OF VI Documents, the OF VII Documents, the OF VIII Documents, the OF IX Documents, the OF X Documents and authority, to the extent not prohibited by law, to do any lawful act under or in respect to this Indenture or any Supplement on its behalf and in its name. If any separate Indenture Trustee or co-Indenture Trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor Indenture Trustee.OF XII Documents; and
(e21) The Issuer agrees to pay to any separate solely for purposes of Section 25 hereof, Deutsche Bank Trust Company Americas (“DBTCA”), as resigning collateral trustee or co-trustee appointed hereunder reasonable compensation, and to reimburse such co-trustee or separate trustee upon its request for all reasonable expenses, out-of-pocket disbursements and advances incurred or made by it or them in accordance with any provision of this indenture or any document executed in connection herewith except any such expense, out-of-pocket disbursement or advance as may be attributable to its negligence or bad faith. In no event shall (the Indenture Trustee be obligated to pay any fee or expense of any separate trustee or co-trustee“Resigning Collateral Trustee”).
(f) The Indenture Trustee shall not be liable for any misconduct or negligence on the part of, or for the supervision of any co-Indenture Trustee or separate Indenture Trustee.
Appears in 1 contract
Base Indenture. (iii) The This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer and the Initial Purchasers of the Series ___ Notes. [Insert Name of Transferor] By: Name: Title: Dated: _________, 200__ To: Deutsche Bank Trust Company Americas, as Indenture Trustee may at any time accept Re: Carmel Mountain Funding Trust Home Mortgage Loan Notes Reference is hereby made to the resignation Base Indenture dated as of or remove any separate May 10, 2005 between CARMEL MOUNTAIN FUNDING TRUST, as Issuer, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee or co-Indenture Trustee.
(c) Any noticethe “Base Indenture”). Capitalized terms used herein and not otherwise defined, request or other writing shall have the meanings given thereto in the Base Indenture. This letter relates to __________ principal amount of Series ____ Notes which are held in the Indenture Trustee shall be deemed to have been given to each form of the then separate Indenture Trustees Series _____ Regulation S Notes (CUSIP (CANS) No. ) by [transferor] as beneficial owner (the “Transferor”). The Transferor has requested an exchange or transfer of its beneficial interest in the Series ___ Notes for an interest in the Restricted Global Series ___ Note (CUSIP No. [ ]). In connection with such request, and co-Indenture Trusteesin respect of such Series ___ Regulation S Notes, the Transferor does hereby certify that such Series ___ Regulation S Notes are being transferred in accordance with Rule 144A under the United States Securities Act of 1933, as effectively as if given amended (the “Securities Act”) to each of them. Every instrument appointing any separate Indenture Trustee a transferee that the Transferor reasonably believes is purchasing the Series ___ Notes for its own account or co-Indenture Trustee shall refer an account with respect to this Indenture which the transferee exercises sole investment discretion and the conditions of this Article 10. Each separate Indenture Trustee and co-Indenture Trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture transferee and any Supplementsuch account is a “qualified institutional buyer” within the meaning of Rule 144A, specifically including every provision in each case in a transaction meeting the requirements of this Indenture or any Supplement relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee.
(d) Any separate Indenture Trustee or co-Indenture Trustee may at any time constitute the Indenture Trustee, its agent or attorney-in-fact with full power Rule 144A and authority, to the extent not prohibited by law, to do any lawful act under or in respect to this Indenture or any Supplement on its behalf and in its name. If any separate Indenture Trustee or co-Indenture Trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor Indenture Trustee.
(e) The Issuer agrees to pay to any separate trustee or co-trustee appointed hereunder reasonable compensation, and to reimburse such co-trustee or separate trustee upon its request for all reasonable expenses, out-of-pocket disbursements and advances incurred or made by it or them in accordance with any provision applicable securities laws of this indenture any state of the United States or any document executed other jurisdiction. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer and the Initial Purchasers of the Series ___ Notes. [Insert Name of Transferor] By: Name: Title: Dated: __________, 200__ To: Deutsche Bank Trust Company Americas, as Indenture Trustee Re: Carmel Mountain Funding Trust Home Mortgage Loan Notes Reference is hereby made to the Base Indenture dated as of May 10, 2005 between CARMEL MOUNTAIN FUNDING TRUST, as Issuer, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee (the “Base Indenture”). Capitalized terms used herein and not otherwise defined, shall have the meanings given thereto in connection herewith except any such expense, out-of-pocket disbursement the Base Indenture. This letter relates to __________ principal amount of Series ___ Notes which are held in the form of the Series _____ Definitive Notes (CUSIP (CINS) No. ) by [transferor] as owner (the “Transferor”). The Transferor has requested an exchange or advance as may be attributable to transfer of its negligence or bad faithbeneficial interest in the Series Notes for an interest in the Regulation S Series ___ Note (CUSIP No. [ ]). In no event shall connection with such request and in respect of such Series ___ Definitive Notes, the Indenture Trustee be obligated Transferor does hereby certify that such exchange or transfer has been effected in accordance with the transfer restrictions set forth in the Series ___ Notes and (i) that, with respect to pay any fee or expense of any separate trustee or co-trustee.
(f) The Indenture Trustee shall not be liable for any misconduct or negligence transfers made in reliance on Regulation S under the part of, or for the supervision of any co-Indenture Trustee or separate Indenture Trustee.Securities Act:
Appears in 1 contract
Sources: Base Indenture (Accredited Home Lenders Holding Co)
Base Indenture. In connection with the Issuer’s sale, transfer and assignment of the Removed Receivables, the Issuer hereby certifies that the conditions precedent to the release of the Removed Receivables have been satisfied and requests that the Trustee, and the Trustee by acknowledging this Lien Release Request does, irrevocably and unconditionally release the Removed Receivables and the related Related Security (iiithe “Released Assets”) The from the lien granted to the Trustee pursuant to the Base Indenture, and the Released Assets shall no longer constitute a part of the Trust Estate under the Base Indenture, any related security agreement or financing statement. Very truly yours, OPORTUN FUNDING XII, LLC By: Name: Title: Acknowledged as of the above date: WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee By: Name: Title: C-2 Base Indenture C-3 Base Indenture Wilmington Trust, National Association, as Trustee may at any time accept the resignation of or remove any separate Indenture Trustee or co-Indenture Trustee.
(c) Any notice[ Address ] Wilmington Trust, request or other writing given National Association, as Transfer Agent and Registrar Oportun Funding XII, LLC Reference is hereby made to the Indenture Trustee shall be deemed to have been given to each dated as of December 7, 2018 (the then separate Indenture Trustees “Indenture”) by and co-Indenture Trusteesamong between OPORTUN FUNDING XII, LLC, a special purpose limited liability company established under the laws of Delaware, as effectively issuer (the “Issuer”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association with trust powers, as if given to each of themTrustee, as Securities Intermediary and as Depositary Bank. Every instrument appointing any separate Indenture Trustee or co-Indenture Trustee shall refer to this Capitalized terms used but not defined herein are used as defined in the Indenture and the conditions of this Article 10. Each separate Indenture Trustee and co-Indenture Trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified if not in its instrument of appointment, either jointly with the Indenture Trustee or separatelythen such terms shall have the meanings assigned to them in Rule 144A (“Rule 144A”) under the United States Securities Act of 1933, as may be provided amended (the “Securities Act”). This letter relates to U.S.$[•] aggregate principal amount of Notes which are held in the name of [name of Transferor] (the “Transferor”) and is intended to facilitate the transfer of Notes (or an interest therein) to [name of Transferee] (the “Transferee”). In connection with such request, subject to all (i) the provisions of this Indenture and any Supplement, specifically including every provision of this Indenture or any Supplement relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Every Transferee hereby certifies that such instrument shall be filed with the Indenture Trustee.
(d) Any separate Indenture Trustee or co-Indenture Trustee may at any time constitute the Indenture Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect to this Indenture or any Supplement on its behalf and in its name. If any separate Indenture Trustee or co-Indenture Trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor Indenture Trustee.
(e) The Issuer agrees to pay to any separate trustee or co-trustee appointed hereunder reasonable compensation, and to reimburse such co-trustee or separate trustee upon its request for all reasonable expenses, out-of-pocket disbursements and advances incurred or made by it or them transfer has been effected in accordance with any provision of this indenture or any document executed the transfer restrictions set forth in connection herewith except any such expense, out-of-pocket disbursement or advance as may be attributable to its negligence or bad faith. In no event shall the Indenture Trustee be obligated and (ii) the Transferee has reviewed and does hereby make the representations and warranties discussed or listed in Section 2.6(e) of the Indenture (which are generally intended to pay any fee prevent the Issuer from being characterized as a “publicly traded partnership” within the meaning of Section 7704 of the Internal Revenue Code of 1986, as amended, in reliance on Treasury Regulations Sections 1.7704-1(e) and (h)). [With respect to the Class D Notes, except as otherwise provided in the Base Indenture, the Transferee further represents, warrants and agrees that (i) the Transferee will notify future transferees of these transfer restrictions and (ii) the Transferee is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended, other than a foreign branch of a United States person acting as a qualified intermediary, and a properly completed and signed Internal Revenue Service (“IRS”) Form W-9 (or expense applicable successor form) is attached hereto.] E-1 Base Indenture Exhibit F-1 Base Indenture THIS NINETEENTH AMENDED AND RESTATED INTERCREDITOR AGREEMENT, dated as of any separate trustee December 7, 2018 (such agreement as amended, modified, waived, supplemented or co-trustee.
(f) The Indenture Trustee shall not be liable for any misconduct or negligence on the part ofrestated from time to time, or for the supervision of any co-Indenture Trustee or separate Indenture Trustee.this “Agreement”), is by and among:
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