of the Series Supplement. The REMIC Administrator and the Trustee shall not permit the creation of any "interests" (within the meaning of Section 860G of the Code) in any REMIC elected in respect of the Trust Fund other than the "regular interests" and "residual interests" so designated.
of the Series Supplement. Any Warrant Holder which is the Depositor or any Affiliate of the Depositor shall receive the proceeds of the sale of the Called Underlying Securities and shall not be entitled to receive the related Called Certificates or Called Underlying Securities. "Called Underlying Securities" are (i) 6.125% Underlying Securities which represent the same percentage of the 6.125% Underlying Securities as the Called Certificates represent of the Class A-1 Certificates, the Class A-3 Certificates and (ii) 6.625% Underlying Securities which represent the same percentage of the 6.625% Underlying Securities as the Called Certificates represent of the Class A-1 Certificates and the Class A-2 Certificates.
of the Series Supplement. (b) The Issuer and the Indenture Trustee hereby agree to provide to the Insurer prompt written notice of any action, proceeding or investigation that names the Issuer or the Indenture Trustee as a party or that involves the Issuer or the Series Trust Estate or the rights or obligations of the Insurer under the Related Documents or under the Note Policy, including, without limitation, any insolvency or bankruptcy proceeding in respect of the Issuer.
of the Series Supplement. The REMIC Administrator and the Trustee shall not permit the creation of any "interests" (within the meaning of Section 860G of the Code) in any REMIC elected in respect of the Trust Fund other than the "regular interests" and "residual interests" so designated. (b) The Closing Date is hereby designated as the "startup day" of the Trust Fund within the meaning of Section 860G(a)(9) of the Code. (c) The REMIC Administrator shall hold a Class R Certificate representing a 0.01% Percentage Interest each Class of the Class R Certificates and shall be designated as "the tax matters person" with respect to each REMIC in the manner provided under Treasury regulations section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1. The REMIC Administrator, as tax matters person, shall (i) act on behalf of each REMIC in relation to any tax matter or controversy involving the Trust Fund and (ii) represent the Trust Fund in any administrative or judicial proceeding relating to an examination or audit by any governmental taxing authority with respect thereto. The legal expenses, including without limitation attorneys' or accountants' fees, and costs of any such proceeding and any liability resulting therefrom shall be expenses of the Trust Fund and the REMIC Administrator shall be entitled to reimbursement therefor out of amounts attributable to the Mortgage Loans on deposit in the Custodial Account as provided by Section 3.10 unless such legal expenses and costs are incurred by reason of the REMIC Administrator's willful misfeasance, bad faith or gross negligence. If the REMIC Administrator is no longer the Master Servicer hereunder, at its option the REMIC Administrator may continue its duties as REMIC Administrator and shall be paid reasonable compensation not to exceed $3,000 per year by any successor Master Servicer hereunder for so acting as the REMIC Administrator. (d) The REMIC Administrator shall prepare or cause to be prepared all of the Tax Returns that it determines are required with respect to each REMIC created hereunder and deliver such Tax Returns in a timely manner to the Trustee and the Trustee shall sign and file such Tax Returns in a timely manner. The expenses of preparing such returns shall be borne by the REMIC Administrator without any right of reimbursement therefor. The REMIC Administrator agrees to indemnify and hold harmless the Trustee with respect to any tax or liability arising from the Trustee's signing of Tax Returns that contain ...
of the Series Supplement. The Servicer shall indemnify the Master Owner Trust Trustee and its successors, assigns, agents and servants in accordance with the provisions of SECTION 3.03 of the Series Supplement. The compensation and indemnities described in this SECTION 6.9 shall survive the resignation or termination of the Master Owner Trust Trustee or the termination of this Agreement. Any amounts paid to the Master Owner Trust Trustee pursuant to this ARTICLE VI shall not be deemed to be a part of the Master Owner Trust Estate immediately after such payment.
of the Series Supplement. Section 13 of the Series Supplement shall be amended to read in its entirety as follows: "THIS AGREEMENT AND THE RIGHTS AND DUTIES OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS."
of the Series Supplement. For purposes of subsection 4.3(e) of the Agreement, on each Business Day during a Mandatory Partial Amortization Period, the sum of the portion of the Class A Invested Amount allocable to the Class A VFCs and the portion of the Class B Invested Amount allocable to the Class B VFCs, minus the funds on deposit in the Principal Account that are available to cover the such portions of the Invested Amount on the related Distribution Date, shall constitute a Principal Shortfall with respect to the Series 1999-1 Investor Certificates and, notwithstanding the provisions of subsection 4.8(e) of the Series Supplement, Shared Principal Collections allocated to the Series 1999-1 Investor Certificates shall be deposited into the Principal Account and applied as provided in this paragraph until the amount on deposit therein equals the sum of the portion of the Class A Invested Amount allocable to the Class A VFCs and the portion of the Class B Invested Amount allocable to the Class B VFCs. Amounts deposited in the Principal Account pursuant to this paragraph shall be applied on each Distribution Date to make payments of principal to the Class A Certificateholders (pro rata based on the respective portions of the Class A Invested Amount held by each) until the portion of the Class A Invested Amount allocable to the Class A VFCs has been reduced to zero and then to make payments of principal to the Class B Certificateholders (pro rata based on the respective portions of the Class B Invested Amount held by each) until the portion of the Class B Invested Amount allocable to the Class B VFCs has been reduced to zero.
of the Series Supplement. The preceding sentence shall not relieve the Servicer from using its best efforts to perform its obligations in a timely manner, and the Servicer shall provide the Trustee, the Transferor, the Facility Agent and each Agent with an Officer's Certificate giving prompt notice of such failure or delay by it, together with a description of the cause of such failure or delay and its efforts so to perform its obligations. In no event shall the Trustee, the Facility Agent or any Agent have any obligation to give any notice described above in this Section 8 unless such Person shall have actual knowledge of the event or circumstance permitting such notice to be given and, in the case of the Facility Agent or any Agent, such Person shall be required to give such notice pursuant to the applicable Certificate Purchase Agreement.
of the Series Supplement. For purposes of the Base Indenture, Series 2018-1 Class A-2 Post-ARD Contingent Interest shall be deemed to be “Senior Notes Quarterly Post-ARD Contingent Interest.”
of the Series Supplement. This Class A-1 Transition Bond is a Transition Bond as such term is defined in the Competition Act. Principal and interest due and payable on this Transition Bond are payable from and secured primarily by bondable transition property created and established by a bondable stranded cost rate order issued by the State of New Jersey Board of Public Utilities pursuant to the Competition Act. Bondable transition property consists of the irrevocable right to impose and collect certain non-bypassable charges (defined in the Competition Act as "transition bond charges") to be included in electric utility bills of all electric service retail customers of Public Service Electric and Gas Company, a New Jersey electric utility. The Competition Act provides that: "The State of New Jersey does hereby pledge and agree with the holders of any transition bonds issued under the authority of this Act, with the pledgee, owner or assignee of bondable transition property, with any financing entity which has issued transition bonds with respect to which a bondable stranded costs rate order has been issued and with any person who may enter into agreements with an electric public utility or an assignee or pledgee thereof or a financing entity pursuant to this act, that the State will not limit, alter or impair any bondable transition property or other rights vested in an electric public utility or an assignee or pledgee thereof or a financing entity or vested in the holders of any transition bonds pursuant to a bondable stranded costs rate order until such transition bonds, together with the interest and acquisition or redemption premium, if any, thereon, are fully paid and discharged or until such agreements are fully performed on the part of the electric public utility, any assignee or pledgee thereof or the financing entity or in any way limit, alter, impair or reduce the value or amount of the bondable transition property approved by a bondable stranded costs rate order . . .". As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Class A-1 Transition Bond may be registered in the Transition Bond Register upon surrender of this Class A-1 Transition Bond for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the Holder hereof or his attorney duly authorized in ...
