Manager’s Certificate definition
Examples of Manager’s Certificate in a sentence
The Co-Issuers and the Manager shall not be responsible for any failure to reflect such allocations or reallocations in any Quarterly Noteholders’ Report or Weekly Manager’s Certificate, as applicable, or for any payments inconsistent with such allocations or reallocations, until such notice is provided as set forth in this clause (f), including in connection with any Mandatory Decrease, Voluntary Decrease or prepayment of any other Tranche, Class or Series of Notes under the Indenture.
The Trustee shall distribute each Mandatory Decrease pursuant to the written direction of the Co-Issuers in the applicable Weekly Manager’s Certificate, which shall include the calculation of such Mandatory Decrease and the portion thereof payable to each Series 2025-1 Class A-1 Noteholder and distribution instructions in accordance with Section 4.02 of the Series 2025-1 Class A-1 Note Purchase Agreement.
Any associated Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 2025-1 Class A-1 Note Purchase Agreement) shall be deposited into the Collection Account for allocation as Series 2025-1 Class A-1 Other Amounts pursuant to the Priority of Payments on the Weekly Allocation Date related to the Weekly Manager’s Certificate including such Voluntary Decrease.
Additionally, the Manager, promptly after obtaining Actual Knowledge thereof, shall notify the Trustee in the Weekly Manager’s Certificate of any amounts incorrectly deposited into any Indenture Trust Account and arrange for the prompt remittance by the Trustee of such funds from the applicable Indenture Trust Account to the Manager.
The Trustee shall have no obligation to verify any information provided to it by the Manager in any Weekly Manager’s Certificate and shall remit such funds to the Manager based solely on such Weekly Manager’s Certificate.
Any associated Breakage Amounts incurred as a result of such decrease (calculated in accordance with the Series 2025-1 Class A-1 Note Purchase Agreement) shall be deposited into the Collection Account for allocation as Series 2025-1 Class A-1 Other Amounts pursuant to the Priority of Payments on the Weekly Allocation Date related to the Weekly Manager’s Certificate including such Mandatory Decrease.
On each Weekly Allocation Date, the Co-Issuers (or the Manager on its behalf) shall instruct the Trustee in writing in accordance with the applicable Weekly Manager’s Certificate to allocate from the Collection Account all amounts relating to the Series 2025-1 Class A-1 Notes pursuant to, and to the extent that funds are available therefor in accordance with the provisions of, the Priority of Payments.