Common use of Certification procedure Clause in Contracts

Certification procedure. (a) With respect to each Tranche, other than the Hawaii Tranches and the Hawaii I Tranches, Enron shall deliver to the Agent an Asset Notice and an Asset Summary describing the proposed Asset Structure in accordance with Section 5.1(b). The Agent and the Subscriber (pursuant to the Subscription Agreement) both acting reasonably, shall elect whether to make the confirmation specified in paragraph (A), (B) or (C) of the form of acknowledgment attached to such Asset Notice and: (i) if the Agent and the Subscriber elect to make the confirmation specified in paragraph (A) of the acknowledgment attached to the Asset Notice, the Agent shall duly complete and execute such acknowledgment and deliver it to Enron within 5 Business Days of receipt by the Agent of the Asset Notice and Asset Summary, and a copy of the Asset Notice (but not the Asset Summary) to the Trust and each Lender. If a Lender requests a copy of the Asset Summary, the Agent shall not deliver it to the Lender until the Lender obtains, and delivers to the Agent, Enron=s prior written consent to such delivery, which consent shall not be unreasonably withheld by Enron (subject to the applicable Lender making confidentiality undertakings to Enron or the respective Sponsor with respect to the Asset Summary as Enron or the respective Sponsor may reasonably require; provided that Enron or the respective Sponsor, as the case may be, is bound to substantially similar confidentiality undertakings relating to the Underlying Assets); (ii) if the Agent or the Subscriber elects to make the confirmation specified in paragraph (B) of the acknowledgment attached to the Asset Notice, and neither the Agent nor the Subscriber elects to make the confirmation specified in paragraph (C) of the acknowledgment attached to the Asset Notice, it shall duly complete and execute such acknowledgment and the Agent shall forward a copy thereof, together with a copy of the related Asset Summary, to each Lender (which may be by facsimile) within 5 Business Days of receipt by the Agent of the Asset Notice and Asset Summary. In the event that, within ten (10) Business Days from the date of receipt of the Asset Notice and Asset Summary by the Agent, the Agent receives written notice of objection to the drawdown of the proposed Tranche from Lenders whose aggregate Commitments exceed 50 (fifty) % of the aggregate amounts of all the Commitments, the Agent shall give written notice of such objections to the Sponsor, together with copies thereof; and (iii) if the Agent or the Subscriber elects to make the confirmation specified in paragraph (C) of the acknowledgment attached to the Asset Notice, it shall give written notice of such objection and the reasons therefor to the Sponsor within 5 Business Days of receipt by the Agent of the Asset Notice and Asset Summary.

Certification procedure. (a) With respect to each Tranche, Tranche other than the Hawaii Tranches Tranches, and the Hawaii I Tranches, Enron shall deliver to the Agent an Asset Notice and an Asset Summary describing the proposed Asset Structure in accordance with Section 5.1(b). The Agent and the Subscriber (pursuant to the Subscription Agreement) both acting reasonably, shall elect whether to make the confirmation specified in paragraph (A), (B) or (C) of the form of acknowledgment attached to such Asset Notice and: (i) if the Agent and the Subscriber elect to make the confirmation specified in paragraph (A) of the acknowledgment attached to the Asset Notice, the Agent shall duly complete and execute such acknowledgment and deliver it to Enron within 5 Business Days of receipt by the Agent of the Asset Notice and Asset Summary, and a copy of the Asset Notice (but not the Asset Summary) to the Trust and each Lender. If a Lender requests a copy of the Asset Summary, the Agent shall not deliver it to the Lender until the Lender obtains, and delivers to the Agent, Enron=s prior written consent to such delivery, which consent shall not be unreasonably withheld by Enron (subject to the applicable Lender making confidentiality undertakings to Enron or the respective Sponsor with respect to the Asset Summary as Enron or the respective Sponsor may reasonably require; provided that Enron or the respective Sponsor, as the case may be, is bound to substantially similar confidentiality undertakings relating to the Underlying Assets); (ii) if the Agent or the Subscriber elects to make the confirmation specified in paragraph (B) of the acknowledgment attached to the Asset Notice, and neither the Agent nor the Subscriber elects to make the confirmation specified in paragraph (C) of the acknowledgment attached to the Asset Notice, it shall duly complete and execute such acknowledgment and the Agent shall forward a copy thereof, together with a copy of the related Asset Summary, to each Lender (which may be by facsimile) within 5 Business Days of receipt by the Agent of the Asset Notice and Asset Summary. In the event that, within ten (10) Business Days from the date of receipt of the Asset Notice and Asset Summary by the Agent, the Agent receives written notice of objection to the drawdown of the proposed Tranche from Lenders whose aggregate Commitments exceed 50 (fifty) % of the aggregate amounts of all the Commitments, the Agent shall give written notice of such objections to the Sponsor, together with copies thereof; and (iii) if the Agent or the Subscriber elects to make the confirmation specified in paragraph (C) of the acknowledgment attached to the Asset Notice, it shall give written notice of such objection and the reasons therefor to the Sponsor within 5 Business Days of receipt by the Agent of the Asset Notice and Asset Summary. (b) Any delivery of an Asset Notice and Asset Summary shall be effective if (i) they are delivered as follows (or to such other address as the Agent may specify to Enron on not less than 5 Business Days= notice) by hand, overnight courier, facsimile or certified mail, return receipt requested: (1) Canadian Imperial Bank of Commerce, as Agent c/o CIBC World Markets ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Fax No.: (212) 885‑4909; and (2) Canadian Imperial Bank of Commerce, as Agent ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇ Fax No.: (212) 856‑3763 (3) Canadian Imperial Bank of Commerce, as Agent c/o CIBC World Markets ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇ ▇▇▇▇ Tel.: (713) 650‑2588 Fax No.: (713) 650‑7675; and