Satisfaction and Discharge of this Indenture. This Indenture shall cease to be of further effect except as to (a) rights of registration of transfer and exchange, (b) substitution of mutilated, destroyed, lost or stolen Notes, (c) the rights of Noteholders to receive payments of principal thereof and interest thereon, (d) Sections 3.03, 3.08 and 3.09, (e) the rights and immunities of the Indenture Trustee hereunder, including the rights of the Indenture Trustee under Section 6.07, and the obligations of the Indenture Trustee under Section 4.02, and (f) the rights of such Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee and payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture when: (i) either: (A) all Notes theretofore authenticated and delivered (other than (1) any Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.05, and (2) any Notes for whose full payment money is held in trust by the Indenture Trustee and thereafter released to the Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or (B) all Notes not theretofore delivered to the Indenture Trustee for cancellation: (I) have become due and payable; or (II) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuer; and the Issuer, in the case of (I) or (II) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes (to the extent not theretofore delivered to the Indenture Trustee for cancellation) in accordance with Section 8.06 hereof when due and payable or on the applicable final Payment Date (if Notes shall have been called for redemption pursuant to Section 8.08), as the case may be; (ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer with respect to the Notes and with respect to the Indenture Trustee; and (iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate of the Issuer and an Opinion of Counsel, each meeting the applicable requirements of Section 11.01(a) and each stating that all conditions precedent herein relating to the satisfaction and discharge of this Indenture have been complied with.
Appears in 2 contracts
Sources: Indenture (Springleaf Holdings, Inc.), Indenture (Springleaf Finance Corp)
Satisfaction and Discharge of this Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (a) rights of registration of transfer and exchange, (b) substitution of mutilated, destroyed, lost or stolen Notes, (c) the rights of Noteholders to receive payments of principal thereof and interest thereon, (d) Sections 3.03, 3.08 3.07, 3.08, 3.11, 3.12 and 3.0912.16, (e) the rights and immunities of the Indenture Trustee hereunder, including the rights of the Indenture Trustee under Section 6.07, and the obligations of the Indenture Trustee under Section 4.02, and (f) the rights of such Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee and payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes when:
(i) either:
(A) all Notes theretofore authenticated and delivered (other than (1) any Notes which have been destroyed, lost or stolen and which have been replaced replaced, or paid as provided in Section 2.052.06, and (2) any Notes for whose full payment (principal and interest) money is has theretofore been deposited in trust or segregated and held in trust by the Indenture Trustee and thereafter released to the Issuer or discharged from such trust, as provided in Section 3.03Trustee) have been delivered to the Indenture Trustee for cancellation; or
(B) all Notes not theretofore delivered to the Indenture Trustee for cancellation:
(I1) have become due and payable;
(2) will become due and payable at the Series Final Maturity Date for such Class or Series of Notes; or
(II3) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuer; and the Issuer, in the case of (I1), (2) or (II3) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes (to the extent not theretofore delivered to the Indenture Trustee for cancellation) in accordance with Section 8.06 hereof cancellation when due and payable at the Series Final Maturity Date for such Class or on Series of Notes or the applicable final Payment Redemption Date (if Notes shall have been called for redemption pursuant to Section 8.08the related Indenture Supplement), as the case may be;
(ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer with respect to the Notes and with respect to the Indenture TrusteeIssuer; and
(iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate of the Issuer and 's Certificate, an Opinion of CounselCounsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a12.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.
Appears in 2 contracts
Sources: Master Indenture (Nordstrom Credit Inc), Master Indenture (Bon Ton Stores Inc)
Satisfaction and Discharge of this Indenture. This Indenture shall be discharged and shall cease to be of further effect except as to (ai) rights of registration of transfer and exchange, (bii) substitution of mutilated, defaced, destroyed, lost or stolen Notes, (ciii) the rights of Noteholders Holders to receive payments of principal thereof and interest thereon, (d) Sections 3.03, 3.08 and 3.09, (eiv) the rights rights, obligations (to the extent set forth in the last paragraph of this section), protections, indemnities and immunities of the Indenture Trustee hereunderand the Collateral Agent, including (v) the rights rights, obligations and immunities of the Indenture Trustee Collateral Manager hereunder and under Section 6.07the Collateral Management Agreement, (vi) the rights, protections, indemnities and immunities of the Collateral Administrator, the Loan Agent hereunder and under the Collateral Administration Agreement and the obligations of the Indenture Trustee under Section 4.02Credit Agreement, respectively and (fvii) the rights of such Noteholders Holders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee Collateral Agent and payable to all or any of them, them (and the Indenture TrusteeCollateral Agent, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture whenIndenture) when either:
(i) either:
(A) all Notes theretofore authenticated and delivered (to Holders other than (1) any Notes which have been mutilated, defaced, destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.05, 2.6 and (2) any Notes for whose full payment money is held Money has theretofore irrevocably been deposited in trust by the Indenture Trustee and thereafter released repaid to the Issuer or discharged from such trust, as provided in Section 3.03) 7.3 have been delivered to the Indenture Trustee for cancellationcancellation and (y) the Class A-1 Loans have been repaid in full in accordance with the terms of the Credit Agreement (other than the Class A-1 Loans for whose payment Money has theretofore irrevocably been deposited in trust and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 7.3); or
(B) all Notes not theretofore delivered to the Indenture Trustee for cancellation:
cancellation and all Class A-1 Loans not prepaid in full accordance with the Credit Agreement (I1) have become due and payable; or
, or (II2) will become due and payable at their Stated Maturity within one year, or (3) are to be called for redemption within one year pursuant to Article IX (and, in the case of the Class A-1 Loans, prepaid in accordance with the Credit Agreement) under arrangements an arrangement satisfactory to the Indenture Trustee and Collateral Agent for the giving of notice of redemption by the Indenture Trustee in Co-Issuers pursuant to Section 9.4 and either (x) the name, and at the expense, of the Issuer; and the Issuer, in the case of (I) or (II) above, Issuer has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable)Collateral Agent, in trust for such purpose, Cash or non-callable direct obligations of the United States of America (provided that such obligations are entitled to the full faith and credit of the United States of America or are debt obligations that are rated “AAA” by S&P) in an amount sufficient sufficient, as recalculated by a firm of Independent certified public accountants that are nationally recognized, to pay and discharge the entire indebtedness on any unpaid Class A-1 Loans and on any such Notes (to the extent not theretofore delivered to the Indenture Trustee for cancellation) , for principal and interest to the date of such deposit (in accordance with Section 8.06 hereof when the case of Debt that has become due and payable payable), or on to the applicable final Payment Date (if Notes shall have been called for redemption pursuant to Section 8.08)respective Stated Maturity or the respective Redemption Date, as the case may be;, and shall have Granted to the Collateral Agent a valid perfected security interest in such Eligible Investment that is of first priority or free of any adverse claim, as applicable, and shall have furnished to the Trustee and Collateral Agent an Opinion of Counsel with respect thereto or (y) in the event all of the Assets are liquidated following the satisfaction of the conditions specified in Section 5.5(a), the Issuer shall have paid or caused to be paid all proceeds of such liquidation of the Assets in accordance with the Priority of Payments; and
(ii) the Issuer has paid or caused to be paid all other sums then due and payable hereunder and under the Credit Agreement (including, without limitation, any amounts then due and payable pursuant to the Collateral Administration Agreement and the Collateral Management Agreement, in each case, without regard to the Administrative Expense Cap) by the Issuer with respect and no other amounts are scheduled to be due and payable by the Notes and with respect to Issuer other than Dissolution Expenses (it being understood that the Indenture Trusteerequirements of this clause (a)(ii) may be satisfied as set forth in Section 5.7); and
(iii) the Issuer has Co-Issuers have delivered to the Indenture Trustee and the Collateral Agent an Officer’s Certificate of the Issuer certificate and an Opinion of Counsel, each meeting the applicable requirements of Section 11.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with; or
(i) the Collateral Agent confirms to the Issuer that:
(A) the Collateral Agent is not holding any Collateral Obligations, Restructured Assets, Equity Securities or Eligible Investments (other than Cash in an amount not greater than the Dissolution Expenses); and
(B) no funds (other than Cash in an amount not greater than the Dissolution Expenses) are on deposit in or to the credit of any Accounts, and the Custodian has not established any other securities accounts or deposit accounts in the name of the Issuer (or the Collateral Agent for the benefit of the Issuer or any Secured Party in connection with this Indenture);
(ii) each of the Co-Issuers has delivered to the Trustee and the Collateral Agent a certificate stating that (1) there are no Assets (other than (x) the Collateral Management Agreement, the Collateral Administration Agreement and the Securities Account Control Agreement and (y) Cash in an amount not greater than the Dissolution Expenses) that remain subject to the lien of this Indenture, and (2) all funds (other than Cash in an amount not greater than the Dissolution Expenses) on deposit in or to the credit of the Accounts have been distributed in accordance with the terms of this Indenture or have otherwise been irrevocably deposited with the Collateral Agent for such purpose; and
(iii) the Co-Issuers have delivered to the Trustee and the Collateral Agent an Officer’s certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the rights and obligations of the Co-Issuers, the Trustee, the Collateral Manager, the Collateral Agent and the Loan Agent, if applicable, the Holders, as the case may be, under Sections 2.7, 4.2, 5.4(d), 5.9, 5.18, 6.1, 6.3, 6.6, 6.7, 7.1, 7.3, 13.1, 14.10, 14.11, and 14.12 shall survive.
Appears in 2 contracts
Sources: Second Supplemental Indenture (Silver Point Specialty Lending Fund), Indenture and Security Agreement (Silver Point Specialty Lending Fund)
Satisfaction and Discharge of this Indenture. This Indenture shall cease to be of further effect except as to (a) rights of registration of transfer and exchange, (b) substitution of mutilated, destroyed, lost or stolen Notes, (c) the rights of Noteholders to receive payments of principal thereof and interest thereon, (d) Sections 3.03, 3.08 and 3.09, (e) the rights and immunities of the Indenture Trustee Trustee, the Note Registrar and the Paying Agent hereunder, including the rights of the Indenture Trustee under Section 6.07, and the obligations of the Indenture Trustee Paying Agent under Section 4.02, and (f) the rights of such Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee Paying Agent and payable to all or any of them, and the Indenture TrusteePaying Agent, on demand of and at the expense of the IssuerCo-Issuers, to be paid out of funds in the Collection Account, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture when:
(i) either:
(A) all Notes theretofore authenticated and delivered (other than (1) any Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.05, and (2) any Notes for whose full payment money is held in trust by the Indenture Trustee Paying Agent and thereafter released to the Issuer Co-Issuers or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee Note Registrar for cancellation; or
(B) all Notes not theretofore delivered to the Indenture Trustee Note Registrar for cancellation:
(I) have become due and payable; or
(II) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee Note Registrar for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the IssuerCo-Issuers, to be paid out of funds in the Collection Account; and the IssuerCo-Issuers, in the case of (I) or (II) above, has have irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee Paying Agent cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes (to the extent not theretofore delivered to the Indenture Trustee Note Registrar for cancellation) in accordance with Section 8.06 hereof when due and payable or on the applicable final Payment Date (if Notes shall have been called for redemption pursuant to Section 8.088.07), as the case may be;
(ii) the Issuer has Co-Issuers have paid or caused to be paid all other sums payable hereunder by the Issuer Co-Issuers with respect to the Notes and with respect to the Indenture Trustee, the Paying Agent and the Note Registrar; and
(iii) the Issuer has Co-Issuers have delivered to the Indenture Trustee Trustee, the Paying Agent and the Note Registrar an Officer’s Certificate of the Issuer Co-Issuers and of the Administrator and an Opinion of Counsel, each meeting the applicable requirements of Section 11.01(a) and each stating that all conditions precedent herein relating to the satisfaction and discharge of this Indenture have been complied with.
Appears in 2 contracts
Sources: Indenture (New Residential Investment Corp.), Indenture (Springleaf Finance Corp)
Satisfaction and Discharge of this Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (a) rights of registration of transfer and exchange, (b) substitution of mutilated, destroyed, lost or stolen Notes, (c) the rights of Noteholders to receive payments of principal thereof and interest thereon, (d) Sections 3.03, 3.08 3.08, 3.09, 3.11, 3.12 and 3.0911.17, (e) the rights and immunities of the Indenture Trustee hereunder, including the rights of the Indenture Trustee under Section 6.07, and the obligations of the Indenture Trustee under Section 4.02, and (f) the rights of such Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee and payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes when:
(i) either:
(A) all Notes theretofore authenticated and delivered (other than (1) any Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.052.06, and (2) any Notes for whose full payment money is held in trust on behalf of the Noteholders by the Indenture Trustee and thereafter released repaid to the Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or
(B) all Notes not theretofore delivered to the Indenture Trustee for cancellation:
(I) have become due and payable;
(II) will become due and payable in full at the Stated Maturity Date for such Notes; or
(IIIII) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuer; and the Issuer, in the case of (I), (II) or (IIIII) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee either from proceeds of another Series of Notes issued under this Indenture, Collections allocated for such purpose or from other sources which do not include any amounts contributed directly or indirectly by or derived from funds of the Transferor, any Affiliate of the Transferor or an agent of the Transferor cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes (to the extent not theretofore delivered to the Indenture Trustee for cancellation) in accordance with Section 8.06 hereof cancellation when due and payable at the Expected Principal Payment Date or on later Payment Date, at the applicable final Payment Stated Maturity Date for such Class or Series of Notes or the Redemption Date (if Notes shall have been called for redemption pursuant to Section 8.08the applicable Indenture Supplement), as the case may be;
(ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer with respect hereunder and under each other Transaction Document to which the Notes and with respect to the Indenture TrusteeIssuer is a party; and
(iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate of the Issuer and Issuer, an Opinion of CounselCounsel and (if required by the TIA) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.
Appears in 2 contracts
Sources: Master Indenture, Master Indenture (Atlanticus Holdings Corp)
Satisfaction and Discharge of this Indenture. This Indenture shall cease to be of further effect with respect to the Notes (except as to (a) rights of registration of transfer and exchange, (b) substitution of mutilated, destroyed, lost or stolen Notes, (c) the rights of Noteholders to receive payments of principal thereof and interest thereon, (d) Sections 3.02(j), 3.03, 3.08 3.05, 3.06 and 3.0912.14, (e) the rights and immunities of the Indenture Trustee hereunder, including the rights of the Indenture Trustee under Section 6.07, 6.07 and the obligations of the Indenture Trustee under Section 4.02, the rights and immunities of BNY hereunder, including the rights of BNY under Section 2.04(b) and the obligations of BNY under Section 2.05, 2.06, 2.08 and 2.09 and (fg) the rights of such Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee and payable to all or any of them, ) and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes when:
(i) either:
(A) all Notes theretofore authenticated and delivered (other than (1) any Notes which that have been destroyed, lost or stolen and which that have been replaced replaced, or paid as provided in Section 2.05, 2.06 and (2) any Notes for whose full payment money is has theretofore been deposited in trust or segregated and held in trust by the Indenture Trustee Issuer and thereafter released repaid to the Issuer or discharged from such trust, as provided in Section 3.038.07) have been delivered to the Indenture Trustee for cancellation; or
(B) all Notes not theretofore delivered to the Indenture Trustee for cancellation:
(I1) have become due and payable; or
(II2) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuer; and the Issuer, in the case of (I) or (II) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes (to the extent not theretofore delivered to the Indenture Trustee for cancellation) in accordance with Section 8.06 hereof when become due and payable or on at the applicable final Payment Date (if Notes shall have been called maturity date for redemption pursuant to Section 8.08), as the case may besuch Series of Notes;
(ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer with respect to the Notes and with respect to the Indenture Trustee; andIssuer;
(iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate of the Issuer and 's Certificate, an Opinion of CounselCounsel and (if required by the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a12.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with; and
(iv) the Rating Agency Condition is satisfied with respect to each Series of Outstanding Notes.
Appears in 2 contracts
Sources: Master Indenture (PHH Corp), Master Indenture (PHH Corp)
Satisfaction and Discharge of this Indenture. This Indenture shall cease With respect to be of further effect any Series, except as to (a) rights of registration of transfer and exchangeexchange of the Bonds of such Series, (b) substitution of mutilated, destroyed, lost or stolen NotesBonds of such Series, (c) the rights of Noteholders Bondholders of such Series to receive payments of principal thereof of and interest thereonon such Bonds as provided in this Article, (d) Sections SECTIONS 3.03, 3.08 3.06, 3.07, 3.09, 3.10 and 3.093.13 and this SECTION 4.01, (e) the rights and immunities of the Indenture Trustee hereunderunder this Indenture with respect to such Series, including the rights of the Indenture Trustee under Section 6.07, SECTION 6.07 and the obligations of the Indenture Trustee under Section SECTION 4.02, and (f) the rights of Bondholders of such Noteholders Series as beneficiaries hereof with respect to the of this Indenture regarding property so deposited under SECTION 4.02 with the Indenture Trustee and payable to all or any of them, and this Indenture shall cease to be of further effect with respect to the Bonds of that Series, and, if provided in the related Supplemental Indenture, the Indenture TrusteeTrustee shall execute proper instruments delivered to it acknowledging satisfaction and discharge of this Indenture with respect to those Bonds, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture when:
(i) when either:
(A1) all Notes Bonds of that Series and, if so provided in any applicable Supplemental Indenture(s), the Bonds of any other outstanding Series entitled to receive Shared Funds from the aforementioned Series theretofore authenticated and delivered have been delivered to the Indenture Trustee for cancellation in accordance with the terms hereof (other than (1A) any Notes which Bonds that have been destroyed, lost lost, or stolen and which that have been replaced or paid as provided in Section 2.05, SECTION 2.06 and (2B) any Notes Bonds for whose full payment money is has theretofore been deposited in trust or segregated and held in trust by the Indenture Trustee and thereafter released repaid to the Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellationSECTION 3.06); or
(B2) all Notes not theretofore delivered to the Indenture Trustee for cancellation:
(I) The Bonds of that Series have become due and payable; or
(II) payable or are to be called for redemption within one year under arrangements satisfactory to in full on the Indenture Trustee for immediately succeeding Payment Date and (A) the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuer; and the Issuer, in the case of (I) or (II) above, Issuer has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations in the amount of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes (to the extent not theretofore delivered to all sums payable under the Indenture Trustee for cancellation) in accordance with Section 8.06 hereof when due and payable or on the applicable final Payment Date (if Notes shall have been called for redemption pursuant to Section 8.08), as the case may be;
(ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer with respect to the Notes and with respect Bonds of that Series and, if so provided in any applicable Supplemental Indenture(s), the Bonds of any other outstanding Series entitled to receive Shared Funds from the Indenture Trusteeaforementioned Series; and
(iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate of the Issuer and an Opinion of Counsel, each meeting the applicable requirements of Section 11.01(a) and each stating that all conditions precedent herein relating to the satisfaction and discharge of this Indenture have been complied with.
Appears in 1 contract
Sources: Indenture (Istar Financial Inc)
Satisfaction and Discharge of this Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (a) rights of registration of transfer and exchange, (b) substitution of mutilated, destroyed, lost or stolen Notes, (c) the rights of Noteholders to receive payments of principal thereof and interest thereon, (d) Sections 3.03, 3.08 3.07, 3.08, 3.11, 3.12 and 3.0912.16, (e) the rights and immunities of the Indenture Trustee hereunder, including the rights of the Indenture Trustee under Section 6.07, and the obligations of the Indenture Trustee under Section 4.02, and (f) the rights of such Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee and payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes when:
(i) either:
(A) all Notes theretofore authenticated and delivered (other than (1) any Notes which have been destroyed, lost or stolen and which have been replaced replaced, or paid as provided in Section 2.052.06, and (2) any Notes for whose full payment money is has theretofore been deposited in trust or segregated and held in trust by the Indenture Trustee Issuer and thereafter released repaid to the Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or
(B) all Notes not theretofore delivered to the Indenture Trustee for cancellation:
(I1) have become due and payable;
(2) will become due and payable at the Series Termination Date for such Class or Series of Notes; or
(II3) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuer; ;
(4) and the Issuer, in the case of (I1), (2) or (II3) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes (to the extent not theretofore delivered to the Indenture Trustee for cancellation) in accordance with Section 8.06 hereof cancellation when due and payable at the Series Termination Date for such Class or on Series of Notes or the applicable final Payment Redemption Date (if Notes shall have been called for redemption pursuant to Section 8.08the related Indenture Supplement), as the case may be;
(ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer with respect to the Notes and with respect to the Indenture TrusteeIssuer; and
(iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate of the Issuer and 's Certificate, an Opinion of CounselCounsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a12.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.
Appears in 1 contract
Sources: Master Indenture (Advanta Business Recievables Corp)
Satisfaction and Discharge of this Indenture. This Indenture shall cease to be of further effect with respect to the Notes or the O/C Certificates except as to (a) rights of registration of transfer and exchange, (b) substitution of mutilated, destroyed, lost or stolen NotesNotes or O/C Certificates, (c) the rights of Noteholders or the O/C Holders to receive payments of principal thereof and interest thereon, (d) Sections 3.03, 3.08 3.08, 3.09, 3.11, and 3.0911.15, (e) the rights and immunities of the Indenture Trustee hereunder, including the rights of the Indenture Trustee under Section 6.07, and the obligations of the Indenture Trustee under Section 4.02, and (f) the rights of such Noteholders and the O/C Holders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee and payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes when:
(i) either:
(A) all Notes and O/C Certificates theretofore authenticated and delivered (other than (1) any Notes and O/C Certificates which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.052.06, and (2) any Notes for whose full payment money is held in trust by the Indenture Trustee and thereafter released repaid to the Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or
(B) all Notes and O/C Certificates not theretofore delivered to the Indenture Trustee for cancellation:
(I) have become due and payable;
(II) will become due and payable in full at the Stated Maturity Date for such Notes and O/C Certificates; or
(IIIII) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuer; and the Issuer, in the case of (I), (II) or (IIIII) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee either from proceeds of another Series of Notes issued under this Indenture, collections of Principal Receivables allocated for such purpose or from other sources which do not include any amounts contributed directly or indirectly by or derived from funds of the Transferor, any Affiliate of the Transferor or an agent of the Transferor cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes (to the extent and O/C Certificates not theretofore delivered to the Indenture Trustee for cancellation) in accordance with Section 8.06 hereof cancellation when due and payable at the Expected Principal Payment Date or on later Payment Date, at the applicable final Payment Stated Maturity Date for such Class or Series of Notes or O/C Certificates or the Redemption Date (if Notes shall have been called for redemption pursuant to Section 8.08the applicable Indenture Supplement), as the case may be;
(ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer with respect (including to the Notes and with respect to the Indenture TrusteeO/C Holders); and
(iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate of the Issuer and an Opinion of Counsel, each meeting the applicable requirements of Section 11.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.
Appears in 1 contract
Sources: Master Indenture (Compucredit Corp)
Satisfaction and Discharge of this Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (a) rights of registration of transfer and exchange, (b) substitution of mutilated, destroyed, lost or stolen Notes, (c) the rights of Noteholders to receive payments of principal thereof and interest thereon, (d) Sections 3.03SECTIONS 3.3, 3.08 3.7, 3.8, 3.11, 3.12 and 3.0912.16, (e) the rights and immunities of the Indenture Trustee hereunder, including the rights of the Indenture Trustee under Section 6.07SECTION 6.7, and the obligations of the Indenture Trustee under Section 4.02SECTION 4.2, and (f) the rights of such Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee and payable to all or any of them, and the Indenture Trustee, on written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes when:
(i) either:
(A) all Notes theretofore authenticated and delivered (other than (1) any Notes which have been destroyed, lost or stolen and which have been replaced replaced, or paid as provided in Section 2.05SECTION 2.6, and (2) any Notes for whose full payment Issuer has theretofore deposited money is held in trust by the Indenture Trustee and trust, which money has thereafter released been repaid to the Issuer or discharged from such trust, as provided in Section 3.03SECTION 3.3) have been delivered to the Indenture Trustee for cancellation; or
(B) all Notes not theretofore delivered to the Indenture Trustee for cancellation:
(I1) have become due and payable;
(2) will become due and payable at the Series Termination Date for such Class or Series of Notes; or
(II3) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuer; ;
(4) and the Issuer, in the case of (I1), (2) or (II3) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes (to the extent not theretofore delivered to the Indenture Trustee for cancellation) in accordance with Section 8.06 hereof cancellation when due and payable at the Series Termination Date for such Class or on Series of Notes or the applicable final Payment Redemption Date (if Notes shall have been called for redemption pursuant to Section 8.08the related Indenture Supplement), as the case may be;
(ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer with respect to the Notes and with respect to the Indenture TrusteeIssuer; and
(iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate of the Issuer and 's Certificate, an Opinion of CounselCounsel and (if required by the TIA or Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(aSECTION 12.1(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of Issuer to Indenture Trustee under SECTION 6.7 and of Indenture Trustee to the Noteholders under SECTION 4.2 shall survive such satisfaction and discharge.
Appears in 1 contract
Sources: Master Indenture (World Financial Network Credit Card Master Trust)
Satisfaction and Discharge of this Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (a) rights of registration of transfer and exchange, (b) substitution of mutilated, destroyed, lost or stolen Notes, (c) the rights of Noteholders to receive payments of principal thereof and interest thereon, (d) Sections 3.033.3, 3.08 3.7, 3.9, 3.12, 3.13 and 3.0912.16, (e) the rights and immunities of the Indenture Trustee hereunder, including the rights of the Indenture Trustee under Section 6.076.7, and the obligations of the Indenture Trustee under Section 4.024.2, and (f) the rights of such Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee and payable to all or any of them, and the Indenture Trustee, on written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes when:
(i) either:
(A) all Notes theretofore authenticated and delivered (other than (1) any Notes which have been destroyed, lost or stolen and which have been replaced replaced, or paid as provided in Section 2.052.6, and (2) any Notes for whose full payment money is has theretofore been deposited in trust or segregated and held in trust by the Indenture Trustee Issuer and thereafter released repaid to the Issuer or discharged from such trust, as provided in Section 3.033.3) have been delivered to the Indenture Trustee for cancellation; or
(B) all Notes not theretofore delivered to the Indenture Trustee for cancellation:
(I1) have become due and payable;
(2) will become due and payable at the Stated Series Termination Date for such Class or Series of Notes; or
(II3) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuer; and and
(4) the Issuer, in the case of (I1), (2) or (II3) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee (such deposit to be made from other than the Transferor's funds) cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes (to the extent not theretofore delivered to the Indenture Trustee for cancellation) in accordance with Section 8.06 hereof cancellation when due and payable at the Stated Series Termination Date for such Class or on Series of Notes or the applicable final Payment Redemption Date (if Notes shall have been called for redemption pursuant to Section 8.08the related Indenture Supplement), as the case may be;
(ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer with respect to the Notes and with respect to the Indenture TrusteeIssuer; and
(iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate of the Issuer and 's Certificate, an Opinion of CounselCounsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a12.1(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer to the Indenture Trustee under Section 6.7 and of the Indenture Trustee to the Noteholders under Section 4.2 shall survive.
Appears in 1 contract
Satisfaction and Discharge of this Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (a) rights of registration of transfer and exchange, (b) substitution of mutilated, destroyed, lost or stolen Notes, (c) the rights of Noteholders to receive payments of principal thereof and interest thereon, (d) Sections 3.033.3, 3.08 3.7, 3.8, 3.11, and 3.0912.14, (e) the rights and immunities of the Indenture Trustee hereunder, including the rights of the Indenture Trustee under Section 6.076.7, and the obligations of the Indenture Trustee under Section 4.024.2, and (f) the rights of such Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee and payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such Notes when:
(i) either:
(A) all Notes theretofore authenticated and delivered (other than (1) any Notes which have been destroyed, lost or stolen and which have been replaced replaced, or paid as provided in Section 2.052.6, and (2) any Notes for whose full payment money is has theretofore been deposited in trust or segregated and held in trust by the Indenture Trustee and thereafter released repaid to the Issuer or discharged from such trust, as provided in Section 3.033.3) have been delivered to the Indenture Trustee for cancellation; or
(B) all Notes not theretofore delivered to the Indenture Trustee for cancellation:
(I1) have become due and payable;
(2) will become due and payable on their respective stated final maturity dates within one year; or
(II3) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuer; and the Issuer, in the case of (I1), (2) or (II3) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient without consideration of any reinvestment to pay and discharge the entire indebtedness on such Notes (to the extent not theretofore delivered to the Indenture Trustee for cancellation) in accordance with Section 8.06 hereof cancellation when due and payable or on the applicable final Payment Date (if Notes shall have been called for redemption pursuant to Section 8.08), as the case may bedue;
(ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer with respect to the Notes and with respect to the Indenture TrusteeIssuer; and
(iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate of the Issuer and an Opinion of Counsel, each meeting the applicable requirements of Section 11.01(a) and Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer to the Indenture Trustee under Section 6.7 and of the Indenture Trustee to the Noteholders under Section 4.2 shall survive.
Appears in 1 contract
Satisfaction and Discharge of this Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (a) rights of registration of transfer and exchange, (b) substitution of mutilated, destroyed, lost or stolen Notes, (c) the rights of Noteholders to receive payments of principal thereof and interest thereon, (d) Sections SECTIONS 3.03, 3.08 3.08, 3.09, 3.11, 3.12 and 3.0911.17, (e) the rights and immunities of the Indenture Trustee hereunder, including the rights of the Indenture Trustee under Section SECTION 6.07, and the obligations of the Indenture Trustee under Section SECTION 4.02, and (f) the rights of such Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee and payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes when:
(i) either:
(A) all Notes theretofore authenticated and delivered (other than (1) any Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.05SECTION 2.06, and (2) any Notes for whose full payment money is has theretofore been deposited in trust or segregated and held in trust by the Indenture Trustee and thereafter released repaid to the Issuer or discharged from such trust, as provided in Section SECTION 3.03) have been delivered to the Indenture Trustee for cancellation; or
(B) all Notes not theretofore delivered to the Indenture Trustee for cancellation:
(I) have become due and payable;
(II) will become due and payable in full at the Stated Maturity Date for such Notes; or
(IIIII) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuer; and the Issuer, in the case of (I), (II) or (IIIII) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes (to the extent not theretofore delivered to the Indenture Trustee for cancellation) in accordance with Section 8.06 hereof cancellation when due and payable at the Expected Principal Payment Date or on later Payment Date, at the applicable final Payment Stated Maturity Date for such Class or Series of Notes or the Redemption Date (if Notes shall have been called for redemption pursuant to Section 8.08the applicable Indenture Supplement), as the case may be;
(ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer with respect to the Notes and with respect to the Indenture TrusteeIssuer; and
(iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate of the Issuer and 's Certificate, an Opinion of CounselCounsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(aSECTION 11.01(A) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.
Appears in 1 contract
Sources: Master Indenture (Compucredit Corp)
Satisfaction and Discharge of this Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (a) rights of registration of transfer and exchange, (b) substitution of mutilated, destroyed, lost or stolen Notes, (c) the rights of Noteholders to receive payments of principal thereof and interest thereon, (d) Sections 3.033.3, 3.08 3.7, 3.8, 3.10, 3.11 and 3.0912.16, (e) the rights and immunities of the Indenture Trustee hereunder, including hereunder and the rights obligations of the Indenture Trustee under Section 6.07, and the obligations of the Indenture Trustee under Section 4.024.2, and (f) the rights of such Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee and payable to all or any of them, and the Indenture Trustee, on written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes when:
(i) either:
(A) all Notes theretofore authenticated and delivered (other than (1) any Notes which have been destroyed, lost or stolen and which have been replaced replaced, or paid as provided in Section 2.052.6, and (2) any Notes for whose full payment Issuer has theretofore deposited money is held in trust by the Indenture Trustee and trust, which money has thereafter released been repaid to the Issuer or discharged from such trust, as provided in Section 3.033.3) have been delivered to the Indenture Trustee for cancellation; or
(B) all Notes not theretofore delivered to the Indenture Trustee for cancellation:
(I1) have become due and payable;
(2) will become due and payable at the Series Final Maturity Date for such Class or Series of Notes; or
(II3) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuer; ;
(4) and the Issuer, in the case of (I1), (2) or (II3) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes (to the extent not theretofore delivered to the Indenture Trustee for cancellation) in accordance with Section 8.06 hereof cancellation when due and payable at the Series Final Maturity Date for such Class or on Series of Notes or the applicable final Payment Redemption Date (if Notes shall have been called for redemption pursuant to Section 8.08the related Indenture Supplement), as the case may be;
(ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer with respect to the Notes and with respect to the Indenture TrusteeIssuer; and
(iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate of the Issuer and Certificate, an Opinion of CounselCounsel and (if required by the TIA or Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a12.1(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of Issuer to Indenture Trustee under Section 5.9 of the Transfer and Servicing Agreement and of Indenture Trustee to the Noteholders under Section 4.2 shall survive such satisfaction and discharge.
Appears in 1 contract
Satisfaction and Discharge of this Indenture. This Indenture shall cease to be of further effect with respect to the Notes of any Series except as to (a) rights of registration of transfer and exchange, (b) substitution of mutilated, destroyed, lost or stolen Notes, (c) the rights of Noteholders to receive payments of principal thereof and interest thereon, (d) Sections 3.03, 3.08 3.07, 3.08, 3.11, 3.12 and 3.0912.16, (e) the rights and ------------- ---- ---- ---- ---- ----- immunities of the Indenture Trustee hereunder, including the rights of the Indenture Trustee under Section 6.07, and the obligations of the Indenture ------------ Trustee under Section 4.02, and (f) the rights of such Noteholders as beneficiaries ------------ hereof with respect to the property so deposited with the Indenture Trustee and payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such Notes when:
(i) either:
(A) all Notes of such Series theretofore authenticated and delivered (other than (1) any Notes which have been destroyed, lost or stolen and which have been replaced replaced, or paid as provided in Section 2.05------- 2.06, and (2) any Notes for whose full payment money is has theretofore been ---- deposited in trust or segregated and held in trust by the Indenture Trustee and thereafter released repaid to the Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture ------------ Trustee for cancellation; or
(B) all Notes of such Series not theretofore delivered to the Indenture Trustee for cancellation:
(I1) have become due and payable;
(2) will become due and payable at the Series Final Maturity Date for such Class or Series of Notes; or
(II3) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuer; and the Issuer, in the case of (I1), (2) or (II3) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes (to the extent not theretofore delivered to the Indenture Trustee for cancellation) in accordance with Section 8.06 hereof cancellation when due and payable at the Series Final Maturity Date for such Class or on Series of Notes or the applicable final Payment Redemption Date (if Notes shall have been called for redemption pursuant to Section 8.08the related Indenture Supplement), as the case may be;
(ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer with respect to the Notes and with respect to the Indenture TrusteeIssuer; and
(iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate of the Issuer and 's Certificate, an Opinion of CounselCounsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a------- 12.01(a) and each stating that all conditions precedent herein provided for -------- relating to the satisfaction and discharge of this Indenture have been complied with.. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer to the Indenture Trustee under Section 6.07 and of the ------------ Indenture Trustee to the Noteholders under Section 4.02 shall survive. ------------
Appears in 1 contract
Sources: Master Indenture (Conseco Finance Credit Funding Corp)
Satisfaction and Discharge of this Indenture. This Indenture shall cease to be of further effect with respect to the Notes of any Series except as to (a) rights of registration of transfer and exchange, (b) substitution of mutilated, destroyed, lost or stolen Notes, (c) the rights of Noteholders to receive payments of principal thereof and interest thereon, (d) Sections 3.03, 3.08 3.07, 3.08, 3.11, 12.16 and 3.093.12, (e) the rights and ------------- ---- ---- ---- ----- ---- immunities of the Indenture Trustee hereunder, including the rights of the Indenture Trustee under Section 6.07, and the obligations of the Indenture ------------ Trustee under Section 4.02, and (f) the rights of such Noteholders as beneficiaries ------------ hereof with respect to the property so deposited with the Indenture Trustee and payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such Notes when:
(i) either:
(A) all Notes of such Series theretofore authenticated and delivered (other than (1) any Notes which have been destroyed, lost or stolen and which have been replaced replaced, or paid as provided in Section 2.05------- 2.06, and (2) any Notes for whose full payment money is has theretofore been ---- deposited in trust or segregated and held in trust by the Indenture Trustee and thereafter released repaid to the Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture ------------ Trustee for cancellation; or
(B) all Notes of such Series not theretofore delivered to the Indenture Trustee for cancellation:
(I1) have become due and payable;
(2) will become due and payable at the Series Final Maturity Date for such Class or Series of Notes; or
(II3) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuer; and the Issuer, in the case of (I1), (2) or (II3) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes (to the extent not theretofore delivered to the Indenture Trustee for cancellation) in accordance with Section 8.06 hereof cancellation when due and payable at the Series Final Maturity Date for such Class or on Series of Notes or the applicable final Payment Redemption Date (if Notes shall have been called for redemption pursuant to Section 8.08the related Indenture Supplement), as the case may be;
(ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer with respect to the Notes and with respect to the Indenture TrusteeIssuer; and
(iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate of the Issuer and 's Certificate, an Opinion of CounselCounsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a------- 12.01(a) and each stating that all conditions precedent herein provided for -------- relating to the satisfaction and discharge of this Indenture have been complied with.. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer to the Indenture Trustee under Section 6.07 and of the ------------ Indenture Trustee to the Noteholders under Section 4.02 shall survive. ------------
Appears in 1 contract
Sources: Master Indenture (Household Credit Card Master Note Trust I)
Satisfaction and Discharge of this Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (a) rights of registration of transfer and exchange, (b) substitution of mutilated, destroyed, lost or stolen Notes, (c) the rights of Noteholders to receive payments of principal thereof and interest thereon, (d) Sections 3.033.3, 3.08 3.7, 3.8, 3.11, 3.12 and 3.0912.16, (e) the rights and immunities of the Indenture Trustee hereunder, including the rights of the Indenture Trustee under Section 6.076.7, and the obligations of the Indenture Trustee under Section 4.024.2, and (f) the rights of such Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee and payable to all or any of them, and the Indenture Trustee, on written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes when:
(i) either:
(A) all Notes theretofore authenticated and delivered (other than (1) any Notes which have been destroyed, lost or stolen and which have been replaced replaced, or paid as provided in Section 2.052.6, and (2) any Notes for whose full payment Issuer has theretofore deposited money is held in trust by the Indenture Trustee and trust, which money has thereafter released been repaid to the Issuer or discharged from such trust, as provided in Section 3.033.3) have been delivered to the Indenture Trustee for cancellation; or
(B) all Notes not theretofore delivered to the Indenture Trustee for cancellation:
(I1) have become due and payable;
(2) will become due and payable within one year at the Series Termination Date for such Class or Series of Notes; or
(II3) are to be called for redemption in accordance with and subject to any redemption conditions in the related Indenture Supplement within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuer; ;
(4) and the Issuer, in the case of (I1), (2) or (II3) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes (to the extent not theretofore delivered to the Indenture Trustee for cancellation) in accordance with Section 8.06 hereof cancellation when due and payable at the Series Termination Date for such Class or on Series of Notes or the applicable final Payment Redemption Date (if Notes shall have been called for redemption pursuant to Section 8.08the related Indenture Supplement), as the case may be;
(ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer with respect to the Notes and with respect to the Indenture TrusteeIssuer; and
(iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate of the Issuer and Certificate, an Opinion of CounselCounsel and (if required by the TIA) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a12.1(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of Issuer to Indenture Trustee under Section 6.7 and of Indenture Trustee to the Noteholders under Section 4.2 shall survive such satisfaction and discharge.
Appears in 1 contract
Satisfaction and Discharge of this Indenture. This Indenture shall cease to be of further effect with respect to the Notes of any Series except as to (a) rights of registration of transfer and exchange, (b) substitution of mutilated, destroyed, lost or stolen Notes, (c) the rights of Noteholders to receive payments of principal thereof and interest thereon, (d) Sections 3.03, 3.08 3.07, 3.08, 3.11 and 3.093.12, (e) the rights and ------------- ---- ---- ---- ---- immunities of the Indenture Trustee hereunder, including the rights of the Indenture Trustee under Section 6.07, and the obligations of the Indenture ------------ Trustee under Section 4.02, and (f) the rights of such Noteholders as beneficiaries ------------ hereof with respect to the property so deposited with the Indenture Trustee and payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such Notes when:
(i) either:
(A) all Notes of such Series theretofore authenticated and delivered (other than (1) any Notes which have been destroyed, lost or stolen and which have been replaced replaced, or paid as provided in Section 2.05------- 2.06, and (2) any Notes for whose full payment money is has theretofore been ---- deposited in trust or segregated and held in trust by the Indenture Trustee Issuer and thereafter released repaid to the Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee ------------ for cancellation; or
(B) all Notes of such Series not theretofore delivered to the Indenture Trustee for cancellation:
(I1) have become due and payable;
(2) will become due and payable at the Series Final Maturity Date for such Class or Series of Notes; or
(II3) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuer; and the Issuer, in the case of (I1), (2) or (II3) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes (to the extent not theretofore delivered to the Indenture Trustee for cancellation) in accordance with Section 8.06 hereof cancellation when due and payable at the Series Final Maturity Date for such Class or on Series of Notes or the applicable final Payment Redemption Date (if Notes shall have been called for redemption pursuant to Section 8.08the related Indenture Supplement), as the case may be;
(ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer with respect to the Notes and with respect to the Indenture TrusteeIssuer; and
(iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate of the Issuer and 's Certificate, an Opinion of CounselCounsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a------- 12.01(a) and each stating that all conditions precedent herein provided for -------- relating to the satisfaction and discharge of this Indenture have been complied with.. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer to the Indenture Trustee under Section 6.07 and of the ------------ Indenture Trustee to the Noteholders under Section 4.02 shall survive. ------------
Appears in 1 contract
Sources: Master Indenture (Household Credit Card Master Note Trust I)
Satisfaction and Discharge of this Indenture. This -------------------------------------------- Indenture shall cease to be of further effect with respect to the Notes except as to (a) rights of registration of transfer and exchange, (b) substitution of mutilated, destroyed, lost or stolen Notes, (c) the rights of Noteholders to receive payments of principal thereof and interest thereon, (d) Sections 3.033.3, 3.08 3.7, 3.8, 3.11, 3.12 and 3.0912.16, (e) the rights ------------ --- --- ---- ---- ----- and immunities of the Indenture Trustee hereunder, including the rights of the Indenture Trustee under Section 6.076.7, and the obligations of the ----------- Indenture Trustee under Section 4.024.2, and (f) the rights of such Noteholders as ----------- beneficiaries hereof with respect to the property so deposited with the Indenture Trustee and payable to all or any of them, and the Indenture Trustee, on written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes when:
(i) either:
(A) all Notes theretofore authenticated and delivered (other than (1) any Notes which have been destroyed, lost or stolen and which have been replaced replaced, or paid as provided in Section 2.052.6, and (2) any Notes for whose full payment money is has theretofore been deposited in trust or segregated and held in trust by the Indenture Trustee Issuer and thereafter released repaid to the Issuer or discharged from such trust, as provided in Section 3.033.3) have been delivered to the Indenture Trustee for cancellation; or
(B) all Notes not theretofore delivered to the Indenture Trustee for cancellation:
(I1) have become due and payable;
(2) will become due and payable at the Series Termination Date for such Class or Series of Notes; or
(II3) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuer; ;
(4) and the Issuer, in the case of (I1), (2) or (II3) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes (to the extent not theretofore delivered to the Indenture Trustee for cancellation) in accordance with Section 8.06 hereof cancellation when due and payable at the Series Termination Date for such Class or on Series of Notes or the applicable final Payment Redemption Date (if Notes shall have been called for redemption pursuant to Section 8.08the related Indenture Supplement), as the case may be;
(ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer with respect to the Notes and with respect to the Indenture TrusteeIssuer; and
(iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate of the Issuer and 's Certificate, an Opinion of CounselCounsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a12.1(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer to the Indenture Trustee under Section 6.7 and of the ----------- Indenture Trustee to the Noteholders under Section 4.2 shall survive. -----------
Appears in 1 contract
Satisfaction and Discharge of this Indenture. This Indenture shall cease to be of further effect with respect to the Notes of any Series except as to (a) rights of registration of transfer and exchange, (b) substitution of mutilated, destroyed, lost or stolen Notes, (c) the rights of Noteholders to receive payments of principal thereof and interest thereon, (d) Sections 3.03, 3.08 3.07, 3.08, 3.11, 3.12 and 3.0912.16, (e) the rights and immunities of the Indenture Trustee hereunder, including the rights of the Indenture Trustee under Section 6.07, and the obligations of the Indenture Trustee under Section 4.02, and (f) the rights of such Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee and payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the IssuerTrust, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such Notes when:
(i) either:
(A) all Notes of such Series theretofore authenticated and delivered (other than (1) any Notes which have been destroyed, lost or stolen and which have been replaced replaced, or paid as provided in Section 2.052.06, and (2) any Notes for whose full payment money is has theretofore been deposited in trust or segregated and held in trust by the Indenture Trustee and thereafter released repaid to the Issuer Trust or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or
(B) all Notes of such Series not theretofore delivered to the Indenture Trustee for cancellation:
(I1) have become due and payable;
(2) will become due and payable at the Stated Maturity Date for such Class or Series of Notes; or
(II3) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the IssuerTrust; and the IssuerTrust, in the case of (I1), (2) or (II3) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes (to the extent not theretofore delivered to the Indenture Trustee for cancellation) in accordance with Section 8.06 hereof cancellation when due and payable at the expected principal Payment Date for such Class or on Series of Notes or the applicable final Payment Redemption Date (if Notes shall have been called for redemption pursuant to Section 8.08the related Indenture Supplement), as the case may be;
(ii) the Issuer Trust has paid or caused to be paid all other sums payable hereunder by the Issuer with respect to the Notes and with respect to the Indenture TrusteeTrust; and
(iii) the Issuer Trust has delivered to the Indenture Trustee an Officer’s Certificate of the Issuer and 's Certificate, an Opinion of CounselCounsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a12.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.
Appears in 1 contract
Sources: Master Indenture (Conseco Finance Credit Card Funding Corp)
Satisfaction and Discharge of this Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (a) rights of registration of transfer and exchange, (b) substitution of mutilated, destroyed, lost or stolen Notes, (c) the rights of Noteholders to receive payments of principal thereof and interest thereon, (d) Sections 3.03SECTIONS 3.3, 3.08 3.7, 3.8, 3.11, 3.12 and 3.0912.16, (e) the rights and immunities of the Indenture Trustee hereunder, including the rights of the Indenture Trustee under Section 6.07SECTION 6.7, and the obligations of the Indenture Trustee under Section 4.02SECTION 4.2, and (f) the rights of such Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee and payable to all or any of them, and the Indenture Trustee, on written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes when:
(i) either:
(A) all Notes theretofore authenticated and delivered (other than (1) any Notes 1)-Notes which have been destroyed, lost or stolen and which have been replaced replaced, or paid as provided in Section 2.05SECTION 2.6, and (2) any Notes for whose full payment Issuer has theretofore deposited money is held in trust by the Indenture Trustee and trust, which money has thereafter released been repaid to the Issuer or discharged from such trust, as provided in Section 3.03SECTION 3.3) have been delivered to the Indenture Trustee for cancellation; or
(B) all Notes not theretofore delivered to the Indenture Trustee for cancellation:
(I1) have become due and payable;
(2) will become due and payable at the Series Termination Date for such Class or Series of Notes; or
(II3) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuer; ;
(4) and the Issuer, in the case of (I1), (2) or (II3) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes (to the extent not theretofore delivered to the Indenture Trustee for cancellation) in accordance with Section 8.06 hereof cancellation when due and payable at the Series Termination Date for such Class or on Series of Notes or the applicable final Payment Redemption Date (if Notes shall have been called for redemption pursuant to Section 8.08the related Indenture Supplement), as the case may be;
(ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer with respect to the Notes and with respect to the Indenture TrusteeIssuer; and
(iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate of the Issuer and 's Certificate, an Opinion of CounselCounsel and (if required by the TIA or Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(aSECTION 12.1
(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of Issuer to Indenture Trustee under SECTION 6.7 and of Indenture Trustee to the Noteholders under SECTION 4.2 shall survive.
Appears in 1 contract
Sources: Master Indenture (World Financial Network Credit Card Master Trust)
Satisfaction and Discharge of this Indenture. This Indenture shall cease to be of further effect with respect to the Notes of any Series except as to (a) rights of registration of transfer and exchange, (b) substitution of mutilated, destroyed, lost or stolen Notes, (c) the rights of Noteholders to receive payments of principal thereof and interest thereon, (d) Sections 3.03, 3.08 3.07, 3.08, 3.11, 3.12 and 3.0912.16, (e) the rights and immunities of the Indenture Trustee hereunder, including the rights of the Indenture Trustee under Section 6.07, and the obligations of the Indenture Trustee under Section 4.02, and (f) the rights of such Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee and payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to such Notes when:
(i) either:
(A) all Notes of such Series theretofore authenticated and delivered (other than (1) any Notes which have been destroyed, lost or stolen and which have been replaced replaced, or paid as provided in Section 2.052.06, and (2) any Notes for whose full payment money is has theretofore been deposited in trust or segregated and held in trust by the Indenture Trustee and thereafter released repaid to the Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or
(B) all Notes of such Series not theretofore delivered to the Indenture Trustee for cancellation:
(I) have become due and payable; or
(II) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuer; and the Issuer, in the case of (I) or (II) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes (to the extent not theretofore delivered to the Indenture Trustee for cancellation) in accordance with Section 8.06 hereof when due and payable or on the applicable final Payment Date (if Notes shall have been called for redemption pursuant to Section 8.08), as the case may be;
(ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer with respect to the Notes and with respect to the Indenture Trustee; and
(iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate of the Issuer and an Opinion of Counsel, each meeting the applicable requirements of Section 11.01(a) and each stating that all conditions precedent herein relating to the satisfaction and discharge of this Indenture have been complied with.
Appears in 1 contract
Satisfaction and Discharge of this Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (a) rights of registration of transfer and exchange, (b) substitution of mutilated, destroyed, lost or stolen Notes, (c) the rights of Noteholders to receive payments of principal thereof and interest thereon, (d) Sections 3.03, 3.08 3.08, 3.09, 3.11, 3.12 and 3.0911.17, (e) the rights and immunities of the Indenture Trustee hereunder, including the rights of the Indenture Trustee under Section 6.076.07 hereof and Section 6.04 of the Transfer and Servicing Agreement, and the obligations of the Indenture Trustee under Section 4.02, and (f) the rights of such Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee and payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes when:
(i) either:
(A) all Notes theretofore authenticated and delivered (other than (1) any Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.052.06, and (2) any Notes for whose full payment money is held in trust by the Indenture Trustee and thereafter released repaid to the Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or
(B) all Notes not theretofore delivered to the Indenture Trustee for cancellation:
(I) have become due and payable;
(II) will become due and payable in full at the Stated Maturity Date for such Notes; or
(IIIII) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuer; and the Issuer, in the case of (I), (II) or (IIIII) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee either from proceeds of another Series of Notes issued under this Indenture, collections of Principal Receivables allocated for such purpose or from other sources which do not include any amounts contributed directly or indirectly by or derived from funds of any Transferor, any Affiliate of a Transferor or an agent of a Transferor, cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes (to the extent not theretofore delivered to the Indenture Trustee for cancellation) in accordance with Section 8.06 hereof cancellation when due and payable at the Expected Principal Payment Date or on later Payment Date, at the applicable final Payment Stated Maturity Date for such Class or Series of Notes or the Redemption Date (if Notes shall have been called for redemption pursuant to Section 8.08the applicable Indenture Supplement), as the case may be;
(ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer with respect to the Notes and with respect to the Indenture TrusteeIssuer; and
(iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate of the Issuer and Issuer, an Opinion of CounselCounsel and (if required by the TIA or requested by the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.
Appears in 1 contract
Sources: Master Indenture (Compucredit Corp)
Satisfaction and Discharge of this Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (a) rights of registration of transfer and exchange, (b) substitution of mutilated, destroyed, lost or stolen Notes, (c) the rights of Noteholders to receive payments of principal thereof and interest thereon, (d) Sections 3.03, 3.08 3.08, 3.09, 3.11, 3.12 and 3.0911.17, (e) the rights and immunities of the Indenture Trustee hereunder, including the rights of the Indenture Trustee under Section 6.07, and the obligations of the Indenture Trustee under Section 4.02, and (f) the rights of such Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee and payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes when:
(i) either:
(A) all Notes theretofore authenticated and delivered (other than (1) any Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.052.06, and (2) any Notes for whose full payment money is held in trust by the Indenture Trustee and thereafter released repaid to the Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or
(B) all Notes not theretofore delivered to the Indenture Trustee for cancellation:
(I) have become due and payable;
(II) will become due and payable in full at the Stated Maturity Date for such Notes; or
(IIIII) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuer; and the Issuer, in the case of (I), (II) or (IIIII) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee either from proceeds of another Series of Notes issued under this Indenture, Collections allocated for such purpose or from other sources which do not include any amounts contributed directly or indirectly by or derived from funds of the Transferor, any Affiliate of the Transferor or an agent of the Transferor cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes (to the extent not theretofore delivered to the Indenture Trustee for cancellation) in accordance with Section 8.06 hereof cancellation when due and payable at the Expected Principal Payment Date or on later Payment Date, at the applicable final Payment Stated Maturity Date for such Class or Series of Notes or the Redemption Date (if Notes shall have been called for redemption pursuant to Section 8.08the applicable Indenture Supplement), as the case may be;
(ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer with respect hereunder and under each other Transaction Document to which the Notes and with respect to the Indenture TrusteeIssuer is a party; and
(iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate of the Issuer and Issuer, an Opinion of CounselCounsel and (if required by the TIA) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.
Appears in 1 contract
Satisfaction and Discharge of this Indenture. This Indenture shall cease to be of further effect with respect to the Notes (except as to (a) rights of registration of transfer and exchange, (b) substitution of mutilated, destroyed, lost or stolen Notes, (c) the rights of Noteholders to receive payments of principal thereof and interest thereon, (d) Sections 3.02(j), 3.03, 3.08 3.05, 3.06 and 3.0912.14, (e) the rights and immunities of the Indenture Trustee hereunder, including the rights of the Indenture Trustee under Section 6.07, 6.07 and the obligations of the Indenture Trustee under Section 4.02, the rights and immunities of U.S. Bank hereunder, including the rights of U.S. Bank under Section 2.04(b) and the obligations of U.S. Bank under Section 2.05, 2.06, 2.08 and 2.09 and (fg) the rights of such Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee and payable to all or any of them, ) and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes when:
(i) either:
(A) all Notes theretofore authenticated and delivered (other than (1) any Notes which that have been destroyed, lost or stolen and which that have been replaced replaced, or paid as provided in Section 2.05, 2.06 and (2) any Notes for whose full payment money is has theretofore been deposited in trust or segregated and held in trust by the Indenture Trustee Issuer and thereafter released repaid to the Issuer or discharged from such trust, as provided in Section 3.038.07) have been delivered to the Indenture Trustee for cancellation; or
(B) all Notes not theretofore delivered to the Indenture Trustee for cancellation:
(I1) have become due and payable; or
(II2) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuer; and the Issuer, in the case of (I) or (II) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes (to the extent not theretofore delivered to the Indenture Trustee for cancellation) in accordance with Section 8.06 hereof when become due and payable or on at the applicable final Payment Date (if Notes shall have been called maturity date for redemption pursuant to Section 8.08), as the case may be;
such Series of Notes; (ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer with respect to the Notes and with respect to the Indenture Trustee; and
(iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate of the Issuer and an Opinion of Counsel, each meeting the applicable requirements of Section 11.01(a) and each stating that all conditions precedent herein relating to the satisfaction and discharge of this Indenture have been complied with.Issuer;
Appears in 1 contract
Satisfaction and Discharge of this Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (a) rights of registration of transfer and exchange, (b) substitution of mutilated, destroyed, lost or stolen Notes, (c) the rights of Noteholders to receive payments of principal thereof and interest thereon, (d) Sections SECTIONS 3.03, 3.08 3.08, 3.09, 3.11, 3.12 and 3.0911.17, (e) the rights and immunities of the Indenture Trustee hereunder, including the rights of the Indenture Trustee under Section SECTION 6.07, and the obligations of the Indenture Trustee under Section SECTION 4.02, and (f) the rights of such Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee and payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes when:
(i) either:
(A) all Notes theretofore authenticated and delivered (other than (1) any Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.05SECTION 2.06, and (2) any Notes for whose full payment money is has theretofore been deposited in trust or segregated and held in trust by the Indenture Trustee and thereafter released repaid to the Issuer or discharged from such trust, as provided in Section SECTION 3.03) have been delivered to the Indenture Trustee for cancellation; or
(B) all Notes not theretofore delivered to the Indenture Trustee for cancellation:
(I) have become due and payable;
(II) will become due and payable in full at the Stated Maturity Date for such Notes; or
(IIIII) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuer; and the Issuer, in the case of (I), (II) or (IIIII) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes (to the extent not theretofore delivered to the Indenture Trustee for cancellation) in accordance with Section 8.06 hereof cancellation when due and payable at the Expected Principal Payment Date or on later Payment Date, at the applicable final Payment Stated Maturity Date for such Class or Series of Notes or the Redemption Date (if Notes shall have been called for redemption pursuant to Section 8.08the applicable Indenture Supplement), as the case may be;
(ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer with respect to the Notes and with respect to the Indenture TrusteeIssuer; and
(iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate of the Issuer and 's Certificate, an Opinion of CounselCounsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section SECTION 11.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.
Appears in 1 contract
Sources: Master Indenture (Compucredit Corp)