Depositor Agreements definition

Depositor Agreements means (i) the Trust Agreement, (ii) the Exchange Note Sale Agreement, (iii) the 2020-1 Exchange Note Transfer Agreement, to be dated as of January 2, 2020 (the “Exchange Note Transfer Agreement”), between the Depositor, as transferor, and the Trust, as transferee, (iv) the Administration Agreement and (v) this Agreement. The Sponsor Agreements, together with the Depositor Agreements, are herein referred to as the “Agreements”. The Notes are being purchased by the Underwriters, and the Underwriters are purchasing severally, and not jointly, only the Notes set forth opposite their names in Schedule 1, except that the amounts purchased by the Underwriters may change in accordance with Section 9 of this Agreement. X.X. Xxxxxx Securities LLC, BNP Paribas Securities Corp., Credit Agricole Securities (USA) Inc. and TD Securities (USA) LLC are acting as representatives of the Underwriters and, in such capacity, are hereinafter referred to as the “Representatives”. In exchange for valuable consideration received by the Sponsor and the Depositor from the Underwriters, the receipt and sufficiency of which both parties hereby acknowledge, the Underwriters, the Sponsor and the Depositor hereby agree to the terms of this Agreement as follows:

Depositor Agreements means (i) the Trust Agreement, (ii) the Exchange Note Sale Agreement, (iii) the 20 - Exchange Note Transfer Agreement, dated as of , 20 (the “Exchange Note Transfer Agreement”), between the Depositor, as transferor, and the Trust, as transferee, (iv) the Administration Agreement and (v) this Underwriting Agreement. The Sponsor Agreements, together with the Depositor Agreements, are herein referred to as the “Agreements”. The Notes are being purchased by the Underwriters named in Schedule 1 hereto (the “Underwriters”), and the Underwriters are purchasing severally, and not jointly, only the Notes set forth opposite their names in Schedule 1, except that the amounts purchased by the Underwriters may change in accordance with Section 9 of this Underwriting Agreement. and , are acting as representatives of the Underwriters and, in such capacity, are hereinafter referred to as the “Representatives.” In exchange for valuable consideration received by the Sponsor and the Depositor from the Underwriters, the receipt and sufficiency of which both parties hereby acknowledge, the Underwriters, the Sponsor and the Depositor hereby agree to the terms of this Underwriting Agreement as follows:

Depositor Agreements means (i) the Trust Agreement, (ii) the Exchange Note Sale Agreement, (iii) the 20__-_ Exchange Note Transfer Agreement, dated as of ______, 20__ (the “Exchange Note Transfer Agreement”), between the Depositor, as transferor, and the Trust, as transferee, (iv) the Administration Agreement and (v) this Agreement. The Sponsor Agreements, together with the Depositor Agreements, are herein referred to as the “Agreements”. The Notes are being purchased by the Underwriters named in Schedule 1 hereto (the “Underwriters”), and the Underwriters are purchasing severally, and not jointly, only the Notes set forth opposite their names in Schedule 1, except that the amounts purchased by the Underwriters may change in accordance with Section 9 of this Agreement. __________, __________, __________ and __________, are acting as representatives of the Underwriters and, in such capacity, are hereinafter referred to as the “Representatives.” [It is anticipated that a class of notes denominated as the Class __ Notes will also be issued pursuant to the Indenture but [will be privately placed primarily with institutional investors]/[will initially be retained by the Depositor or an affiliate of the Depositor].] In exchange for valuable consideration received by the Sponsor and the Depositor from the Underwriters, the receipt and sufficiency of which both parties hereby acknowledge, the Underwriters, the Sponsor and the Depositor hereby agree to the terms of this Agreement as follows:

Examples of Depositor Agreements in a sentence

• The Depositor is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware and has the power and authority to own its properties and to conduct its business as described in the Prospectus and to execute, deliver and perform its obligations under this Agreement and the Depositor Agreements.

• Under the LLC Act and the LLC Agreement, the execution and delivery by the Depositor of this Agreement and the Depositor Agreements, and the performance by the Depositor of its obligations hereunder and thereunder (including the sale of the Notes to the Underwriters pursuant to the terms of this Agreement), have been duly authorized by all necessary limited liability company action on the part of the Depositor.

• No authorization, consent, approval or order of any Delaware court or any Delaware governmental or administrative body is required to be obtained by the Depositor solely in connection with the execution and delivery by the Depositor of this Agreement or the Depositor Agreements or the performance by the Depositor of its obligations hereunder or thereunder (including the sale of the Notes to the Underwriters pursuant to the terms of this Agreement).

• Under the LLC Act and the LLC Agreement, the Depositor has all necessary limited liability company power and authority to execute and deliver, and to perform its obligations under this Agreement and the Depositor Agreements.

• The execution and delivery by the Depositor of this Agreement and the Depositor Agreements, and the performance by the Depositor of its obligations hereunder and thereunder (including the sale of the Notes to the Underwriters pursuant to the terms of this Agreement), do not violate (A) any Delaware law, rule or regulation or (B) the LLC Act or the LLC Agreement.

• No authorization, consent, approval or order of any Delaware court or any Delaware governmental or administrative body is required to be obtained by the Depositor solely in connection with the execution and delivery by the Depositor of this Agreement and the Depositor Agreements or the performance by the Depositor of its obligations hereunder and thereunder.

• Under the LLC Act and the LLC Agreement, the execution and delivery by the Depositor of this Agreement and the Depositor Agreements, and the performance by the Depositor of its obligations hereunder and thereunder, have been duly authorized by all necessary limited liability company action on the part of the Depositor.

• Under the LLC Act and the LLC Agreement, the Depositor has all necessary limited liability company power and authority to execute and deliver this Agreement and the Depositor Agreements, and to perform its obligations under this Agreement and the Depositor Agreements.

• The execution and delivery by the Depositor of this Agreement and the Depositor Agreements, and the performance by the Depositor of its obligations hereunder and thereunder, do not violate (A) any Delaware law, rule or regulation or (B) the LLC Act or the LLC Agreement.

• Bank shall at no time have any right or interest in the agreement(s) between Higher One and the Universities and shall have no rights with respect to Higher One customers except those rights which derive from the Depositor Agreements or from other contracts or relationships having no relation to the Depositor Program.

More Definitions of Depositor Agreements

Depositor Agreements means the Sale and Servicing Agreement dated as of June 8, 2006, among the Trust, the Depositor, the Servicer, the Indenture Trustee and the Administrator (the “Sale and Servicing Agreement”), the Series Supplement, the Master Receivables Purchase Agreement dated as of November 18, 2002, between the Depositor and HAFI (the “HAFI Receivables Purchase Agreement”), and the Master Receivables Purchase Agreement dated as of August 8, 2002, between the Depositor and HACI (the “HACI Receivables Purchase Agreement”, and together with the HAFI Receivables Purchase Agreement, the “Master Receivables Purchase Agreements”), the Trust Agreement and this Underwriting Agreement (this “Agreement”); the term “HAFI Agreements” means the HAFI Receivables Purchase Agreement and this Agreement; the term “HACI Agreements” means the HACI Receivables Purchase Agreement and this Agreement; the term “HSBC Finance Agreements” means the Sale and Servicing Agreement, the Series Supplement and this Agreement. The Depositor, HAFI and HACI are direct or indirect subsidiaries of HSBC Finance. HSBC Finance, the Depositor, HAFI and HACI are collectively referred to herein as the “HSBC Entities”. The Series 2006-1 Notes are being purchased by the Underwriters named in Schedule I hereto, and the Underwriters are purchasing, severally, only the Series 2006-1 Notes set forth opposite their names in Schedule 1, except that the amounts purchased by the Underwriters may change in accordance with Section 13 of this Agreement. HSBC Securities (USA) Inc. is acting as representative of the Underwriters and, in such capacity, is hereinafter referred to as the “Representative.” The offering of the Series 2006-1 Notes will be made by the Underwriters, and the HSBC Entities understand that the Underwriters propose to make a public offering of the Series 2006-1 Notes for settlement on June 8, 2006. None of the Series 2006-1 Certificates are being purchased by the Underwriters hereby. The Depositor has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-131714) relating to the Notes and the offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the “1933 Act”), and has filed all amendments thereto that are required as of the date hereof pursuant to the 1933 Act and the rules of the Commission thereunder (the “1933 Act Regulations”). The registration statement, as amended, has been declar...

Depositor Agreements means [the Agency Securities Purchase Agreement, dated as of [ ] (the “Agency Securities Purchase Agreement”), between [ ], as seller, and Depositor, as purchaser,] [the Purchase and Contribution Agreement, dated as of [ ], (the “Purchase and Contribution Agreement”), between [Sponsor] and the Depositor,] the Trust Agreement, the Asset Representations Review Agreement, and this Agreement. The Offered Certificates are being purchased by the Underwriters named in Schedule I hereto (the “Underwriters”), and the Underwriters are purchasing severally, and not jointly, only the Offered Certificates set forth opposite their names in Schedule I, except that the amounts purchased by the Underwriters may change in accordance with Section 10 of this Agreement. [It is anticipated that the Class [ ] Certificate will initially be retained by the Depositor or an affiliate of the Depositor.] Defined terms used herein, but not otherwise defined, shall have their respective meanings as set forth in the Trust Agreement.

Depositor Agreements means (i) the Trust Agreement, (ii) the Exchange Note Sale Agreement, (iii) the 2020-2 Exchange Note Transfer Agreement, to be dated as of May 14, 2020 (the “Exchange Note Transfer Agreement”), between the Depositor, as transferor, and the Trust, as transferee, (iv) the Administration Agreement and (v) this Agreement. The Sponsor Agreements, together with the Depositor Agreements, are herein referred to as the “Agreements”. The Notes are being purchased by the Underwriters, and the Underwriters are purchasing severally, and not jointly, only the Notes set forth opposite their names in Schedule 1, except that the amounts purchased by the Underwriters may change in accordance with Section 9 of this Agreement. Barclays Capital Inc., Deutsche Bank Securities Inc., Mizuho Securities USA LLC and SG Americas Securities, LLC are acting as representatives of the Underwriters and, in such capacity, are hereinafter referred to as the “Representatives”. In exchange for valuable consideration received by the Sponsor and the Depositor from the Underwriters, the receipt and sufficiency of which both parties hereby acknowledge, the Underwriters, the Sponsor and the Depositor hereby agree to the terms of this Agreement as follows: