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 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 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 to time, this “Agreement”), is by and among: (1) EF CH LLC, as purchaser and owner under the ECL Documents (as 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 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) 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 the OF X Trustee, the “Trustees,” and each, a “Trustee”); (17) OPORTUN, INC. (together with its successors and assigns, “Oportun”), as the seller under the ECL Documents, 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 Initial Servicer, the “Servicer”); (19) WILMINGTON TRUST, NATIONAL ASSOCIATION, as collateral trustee for each Trustee hereunder (together with its successors and assigns, the “Collateral Trustee”); (20) SYSTEMS & SERVICES TECHNOLOGIES, INC. (“SST”), as back-up servicer (the “Back-Up Servicer”) under 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; and (21) solely for purposes of Section 25 hereof, Deutsche Bank Trust Company Americas (“DBTCA”), as resigning collateral trustee (the “Resigning Collateral Trustee”).
Appears in 1 contract
Base Indenture. In connection with This certificate and the Issuer’s sale, transfer statements contained herein are made for your benefit and assignment the benefit of the Removed Receivables, Issuer and the Issuer hereby certifies that the conditions precedent to the release Initial Purchasers 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 Series ___ Notes. [Insert Name of the Trust Estate under the Base Indenture, any related security agreement or financing statement. Very truly yours, OPORTUN FUNDING XIII, LLC Transferor] By: Name: Title: Acknowledged as of the above dateDated: WILMINGTON TRUST_________, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee By200__ To: Name: Title: C-2 Base Indenture C-3 Base Indenture Wilmington Trust, National AssociationDeutsche Bank Trust Company Americas, as Indenture Trustee [ Address ] Wilmington Trust, National Association, as Transfer Agent and Registrar Oportun Re: Carmel Mountain Funding XIII, LLC Trust Home Mortgage Loan Notes Reference is hereby made to the Base Indenture dated as of August 1May 10, 2019 2005 between CARMEL MOUNTAIN FUNDING TRUST, as Issuer, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee (the “Base 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 herein and not defined herein are used as defined in the Indenture and if not in the Indenture then such terms otherwise defined, shall have the meanings assigned given thereto in the Base Indenture. This letter relates to them __________ principal amount of Series ____ Notes which are held in the form of the 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 in 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 (“Rule 144A”) under the United States Securities Act of 1933, as amended (the “Securities Act”) to a transferee that the Transferor reasonably believes is purchasing the Series ___ Notes for its own account or an account with respect to which the transferee exercises sole investment discretion and the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any 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 the Base Indenture. This letter relates to U.S.$[•] aggregate [__________ principal amount of Notes] [par value of Certificates] Series ___ Notes which are held in the name form of the Series _____ Definitive Notes (CUSIP (CINS) No. ) by [name of Transferortransferor] as owner (the “Transferor”) and is intended to facilitate the ). The Transferor has requested an exchange or transfer of [Notes/Certificates] (or its beneficial interest in the Series Notes for an interest therein) to [name of Transferee] in the Regulation S Series ___ Note (the “Transferee”CUSIP No. [ ]). In connection with such requestrequest and in respect of such Series ___ Definitive Notes, (i) the Transferee Transferor does hereby certifies certify that such exchange or transfer has been effected in accordance with the transfer restrictions set forth in the IndentureSeries ___ Notes and (i) that, (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 with respect 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, transfers made in reliance on Treasury Regulations Sections 1.7704-1(e) and (h)) and (iii) 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 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 to time, this “Agreement”), is by and among:
(1) EF CH LLC, as purchaser and owner Regulation S under the ECL Documents (as 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 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) 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 the OF X Trustee, the “Trustees,” and each, a “Trustee”);
(17) OPORTUN, INC. (together with its successors and assigns, “Oportun”), as the seller under the ECL Documents, 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 Initial Servicer, the “Servicer”);
(19) WILMINGTON TRUST, NATIONAL ASSOCIATION, as collateral trustee for each Trustee hereunder (together with its successors and assigns, the “Collateral Trustee”);
(20) SYSTEMS & SERVICES TECHNOLOGIES, INC. (“SST”), as back-up servicer (the “Back-Up Servicer”) under 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; and
(21) solely for purposes of Section 25 hereof, Deutsche Bank Trust Company Americas (“DBTCA”), as resigning collateral trustee (the “Resigning Collateral Trustee”).Securities Act:
Appears in 1 contract
Sources: Base Indenture (Accredited Home Lenders Holding Co)
Base Indenture. In connection with (iii) The Indenture Trustee may at any time accept the Issuer’s saleresignation of or remove any separate Indenture Trustee or co-Indenture Trustee.
(c) Any notice, 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 request 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 other writing given to the Indenture dated as Trustee shall be deemed to have been given to each of August 1, 2019 (the “Indenture”) by then separate Indenture Trustees and among between OPORTUN FUNDING XIII, LLC, a special purpose limited liability company established under the laws of Delawareco-Indenture Trustees, as issuer (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 “Issuer”) conditions of this Article 10. Each separate Indenture Trustee and WILMINGTON TRUSTco-Indenture Trustee, NATIONAL ASSOCIATIONupon its acceptance of the trusts conferred, a national banking association shall be vested with trust powersthe 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, as Securities Intermediary its agent or attorney-in-fact with full power and as Depositary Bankauthority, 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. Capitalized terms used but not defined herein are used as defined 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 if not in the Indenture then to reimburse such terms shall have the meanings assigned to 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 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 any provision of this indenture or any document executed in the Indentureconnection herewith except any such expense, (ii) the Transferee has reviewed and does hereby make the representations and warranties discussed out-of-pocket disbursement or listed in Section 2.6(e) of advance as may be attributable to its negligence or bad faith. In no event shall the Indenture (which are generally intended Trustee be obligated to prevent the Issuer from being characterized as a “publicly traded partnership” within the meaning pay any fee or expense of Section 7704 of the Internal Revenue Code of 1986, as amended, in reliance on Treasury Regulations Sections 1.7704any separate trustee or co-1(e) and (h)) and (iii) 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 heretotrustee.] E-1 Base Indenture 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 to time, this “Agreement”), is by and among:
(1f) EF CH LLCThe Indenture Trustee shall not be liable for any misconduct or negligence on the part of, as purchaser and owner under or for the ECL Documents (as 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 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 2017supervision of any co-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 INCIndenture Trustee or separate Indenture Trustee., 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) 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 the OF X Trustee, the “Trustees,” and each, a “Trustee”);
(17) OPORTUN, INC. (together with its successors and assigns, “Oportun”), as the seller under the ECL Documents, 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 Initial Servicer, the “Servicer”);
(19) WILMINGTON TRUST, NATIONAL ASSOCIATION, as collateral trustee for each Trustee hereunder (together with its successors and assigns, the “Collateral Trustee”);
(20) SYSTEMS & SERVICES TECHNOLOGIES, INC. (“SST”), as back-up servicer (the “Back-Up Servicer”) under 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; and
(21) solely for purposes of Section 25 hereof, Deutsche Bank Trust Company Americas (“DBTCA”), as resigning collateral trustee (the “Resigning Collateral Trustee”).
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 (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 XIIIXII, 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 XIIIXII, LLC Reference is hereby made to the Indenture dated as of August 1December 7, 2019 2018 (the “Indenture”) by and among between OPORTUN FUNDING XIIIXII, 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] Notes which are held in the name of [name of Transferor] (the “Transferor”) and is intended to facilitate the transfer of [Notes/Certificates] Notes (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, Indenture 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 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 Transferee will notify future transferees of these transfer restrictions). [With respect to the Class D Notes and the CertificatesNotes, 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 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 December 7, 2018 (such agreement as amended, modified, waived, supplemented or restated from time to time, this “Agreement”), is by and among:
(1) EF CH LLC, as purchaser and owner under the ECL Documents (as 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 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) 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 the OF X Trustee, the “Trustees,” and each, a “Trustee”);
(17) OPORTUN, INC. (together with its successors and assigns, “Oportun”), as the seller under the ECL Documents, 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 Initial Servicer, the “Servicer”);
(19) WILMINGTON TRUST, NATIONAL ASSOCIATION, as collateral trustee for each Trustee hereunder (together with its successors and assigns, the “Collateral Trustee”);
(20) SYSTEMS & SERVICES TECHNOLOGIES, INC. (“SST”), as back-up servicer (the “Back-Up Servicer”) under 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; and
(21) solely for purposes of Section 25 hereof, Deutsche Bank Trust Company Americas (“DBTCA”), as resigning collateral trustee (the “Resigning Collateral Trustee”).
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