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Contract analysis / indenture-execution-draft-v4.docx
indenture-execution-draft-v4.docx
1025-00007 · 15 clauses
High · 0 Medium · 4 Standard · 5
ARTICLE I — DEFINITIONS AND RULES OF CONSTRUCTION
ARTICLE I — DEFINITIONS AND RULES OF CONSTRUCTION
Section 1.01 — Definitions Medium
⚑ Notice / time limit to track
Section 1.01 — Definitions As used in this Indenture, the following terms shall have the following meanings. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the other Transaction Documents, as applicable. "Account Control Agreement" means the Account Control Agreement dated as of the Closing Date among the Issuer, the Trustee in its capacity as Securities Intermediary, and th
Section 1.02 — Rules of Construction Standard
⚑ Commercial term
Section 1.02 — Rules of Construction (a) Unless the context otherwise requires, all references to Articles, Sections, Exhibits, and Schedules are to the Articles and Sections of, and Exhibits and Schedules to, this Indenture. The words "hereof," "herein," "hereunder," and words of similar import refer to this Indenture as a whole and not to any particular provision hereof. (b) Headings and the table of contents used
Section 1.03 — Incorporation by Reference
Section 1.03 — Incorporation by Reference The provisions of the Trust Indenture Act of 1939, as amended, that are required to be a part of and govern an indenture qualified thereunder are hereby incorporated by reference to the extent applicable, as a matter of best practice and for the benefit of the Noteholders, notwithstanding that the TIA is not directly applicable to this Indenture or the Notes because the Notes
ARTICLE II — THE NOTES; COLLATERAL; ELIGIBLE RECEIVABLES
ARTICLE II — THE NOTES; COLLATERAL; ELIGIBLE RECEIVABLES
Section 2.01 — Authorization and Issuance of Notes Standard
⚑ Commercial term
Section 2.01 — Authorization and Issuance of Notes (a) The Issuer hereby authorizes the creation and issuance of three Classes of floating rate asset-backed notes, in each case in the aggregate initial principal amounts, with the Note Rates, CUSIP numbers, and other terms set forth below: Together with the Overcollateralization Amount of $15,000,000 (3.0% of total issuance), the total issuance (including the OC/Retai
Section 2.02 — Form of Notes Standard
⚑ Commercial term
Section 2.02 — Form of Notes (a) The Notes of each Class shall initially be issued in the form of one or more fully registered global certificates (each, a "Global Note"), without interest coupons, in the aggregate initial principal amount set forth in Section 2.01(a) with respect to such Class, and shall be deposited with, or on behalf of, The Depository Trust Company ("DTC"), and registered in the name of Cede & Co
Section 2.03 — Execution, Authentication, and Delivery Medium
⚑ Liability cap to check against exposure
Section 2.03 — Execution, Authentication, and Delivery (a) Each Note shall be executed on behalf of the Issuer by the manual or facsimile signature of an authorized officer of the Issuer (or the Administrator acting on behalf of the Issuer). The signature of any such officer on any Note shall be valid and effective notwithstanding that such individual is no longer an authorized officer at the time the Note is authent
Section 2.04 — Registration and Transfer Standard
⚑ Commercial term
Section 2.04 — Registration and Transfer (a) The Trustee shall maintain at its Corporate Trust Office a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration and transfer of the Notes. The Register shall contain the name, address, and taxpayer identification number of each Noteholder and the principal amount of Notes of each Clas
Section 2.05 — Replacement Notes Standard
⚑ Commercial term
Section 2.05 — Replacement Notes If any Note is mutilated, destroyed, lost, or stolen, the Issuer shall, upon the written request of the Holder thereof (or, if no longer the Holder, upon proof of such Holder's former ownership) and upon receipt of (a) evidence reasonably satisfactory to the Issuer and the Trustee of such destruction, loss, or theft, (b) indemnity reasonably satisfactory to the Issuer and the Trustee,
Section 2.06 — Cancellation
Section 2.06 — Cancellation All Notes surrendered for payment, transfer, exchange, or replacement shall be delivered to the Trustee for cancellation. The Trustee shall cancel and dispose of all cancelled Notes in accordance with its customary procedures. No Notes shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in this Section 2.06, except as expressly permitted herein.
Section 2.07 — Grant of Security Interest Medium
⚑ Assignment / subcontracting
Section 2.07 — Grant of Security Interest (a) The Issuer hereby confirms and ratifies the grant to the Trustee, for the ratable benefit and security of the Secured Parties, of a first-priority security interest in and lien on all of the Collateral, as more fully described in the Granting Clause hereof. Such security interest is granted to secure the timely payment of all amounts due on the Notes and all other obligat
Section 2.08 — Eligible Receivables Criteria Medium
⚑ Liability cap to check against exposure
Section 2.08 — Eligible Receivables Criteria Each Receivable included in the Receivables Pool on the Closing Date and each Receivable acquired by the Issuer during the Revolving Period must satisfy, as of the date of its inclusion or acquisition (as applicable), all of the following criteria (collectively, the "Eligible Receivable Criteria"): (a) such Receivable was originated by QPF in the ordinary course of its bus
Section 2.09 — Concentration Limits
Section 2.09 — Concentration Limits (a) During the Revolving Period, the Servicer shall ensure that the Receivables Pool complies at all times with the following concentration limits (collectively, the "Concentration Limits"): (i) Single Obligor Limit: No single Obligor (together with all Affiliates of such Obligor) shall represent more than 0.75% of the Pool Balance. As of the Cut-Off Date, the largest single Obligo
Section 2.10 — Revolving Period; Addition of Receivables
Section 2.10 — Revolving Period; Addition of Receivables (a) During the Revolving Period (i.e., the period from the Closing Date to the earlier of (i) the date that is twenty-four (24) months after the Closing Date and (ii) the occurrence of an Early Amortization Event), the Issuer may (and, subject to the requirement to maintain the Pool Balance at or above the Minimum Pool Balance, shall) acquire additional Eligibl