Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act). The Company will furnish a copy of the Indenture to any Holder upon written request and without charge. FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. attorney to transfer said Note on the books of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Note occurring prior to ______________, the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows: o (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit F to the Indenture is being furnished herewith. o (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith. o (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing boxes is checked, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied. Date: Seller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee:5 By To be executed by an executive officer 5 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.
Appears in 1 contract
Sources: Indenture (Harbinger Group Inc.)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act). The Company will furnish a A copy of the Indenture to any Holder Warrant Agreement may be obtained by the holder hereof upon written request to the Company. The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive shares of Common Stock and without chargeherewith tenders payment for such shares to the order of ▇▇▇▇▇▇▇▇ Petroleum Corporation, in the amount of $ in accordance with the terms hereof. The undersigned hereby irrevocably elects to convert this Warrant into shares of Common Stock (before giving effect to the cashless exercise provisions) and herewith agrees to make payment therefor pursuant to the cashless exercise provisions of the Warrant Agreement, all on the terms and the conditions specified in the Warrant Certificate and the Warrant Agreement. The undersigned requests that a certificate for such shares be registered in the name of , whose address is and that such shares be delivered to , whose address is . If said number of shares is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name of , whose address is , and that such Warrant Certificate be delivered to whose address is . Signature Date: Signature Guaranteed Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Warrant Agent, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Warrant Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. The following exchanges of a part of this Global Warrant have been made: FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. (the “Assignee”) (Please type or print block letters) (Please print or typewrite name and address including zip code of assignee) the within Warrant and all rights thereunder, hereby irrevocably constituting and appointing attorney to transfer said Note Warrant on the books of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Note Warrant occurring prior to ______________, the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:
o 9 (1) This Note Warrant is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit F to the Indenture Warrant Agreement is being furnished herewith.
o 9 (2) This Note Warrant is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E D to the Indenture Warrant Agreement is being furnished herewith.
o 9 (3) This Note Warrant is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note Warrant and the IndentureWarrant Agreement. If none of the foregoing boxes is checked, the Trustee Warrant Agent is not obligated to register this Note Warrant in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture Warrant Agreement have been satisfied. Date: Seller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee:5 By To be executed by an executive officer 5 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.. THIS WARRANT AND THE UNDERLYING COMMON STOCK TO BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER
Appears in 1 contract
Abbreviations. Customary abbreviations may be The following abbreviations, when used in the name inscription on the face of a Holder this instrument, shall be construed as though they were written out in full according to applicable laws or an assignee, such asregulations: TEN COM (= - as tenants in common), common UNIF GIFT MIN ACT - Custodian TEN ENT (= - as tenants by the entireties), entireties (Cust) (Minor) under Uniform Gifts to Minors Act JT TEN (= - as joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act). The Company will furnish a copy of the Indenture to any Holder upon written request and without charge. FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. attorney to transfer said Note on the books of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Note occurring prior to common _____________ (State) Additional abbreviations may also be used though not in the above list. ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto (Please print or typewrite name and address including postal zip code of assignee) the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust. I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address: . Dated: Signature by or on behalf of assignor The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to , for the account of , account number___________, or, if mailed by check, to , Applicable statements should be mailed to , . This information is provided by , the undersigned confirms that such transfer is made without utilizing any general solicitation assignee named above, or general advertising and further as follows:
o (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended its agent. STATE OF_____________ ) ) ss.: COUNTY OF___________ ) On the __th day of , 20 before me, a notary public in and certification in for said State, personally appeared , known to me who, being by me duly sworn, did depose and say that he executed the form of Exhibit F to the Indenture is being furnished herewith.
o (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933foregoing instrument. Notary Public [Notarial Seal] EXHIBIT B COPY OF CERTIFICATE GUARANTY INSURANCE POLICY WITH RESPECT TO THE INSURED CERTIFICATES AVAILABLE UPON REQUEST EXHIBIT C FORM OF MORTGAGE LOAN PURCHASE AGREEMENT INDYMAC BANK, F.S.B., as amendedSeller as Purchaser INDYMAC RESIDENTIAL MORTGAGE-BACKED TRUST CERTIFICATES, provided by Regulation S thereunder, and certification in the form SERIES 2005-L3 Table of Exhibit E to the Indenture is being furnished herewith.
o (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing boxes is checked, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied. Date: Seller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee:5 By To be executed by an executive officer 5 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.Contents ARTICLE I SALE OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Indymac Residential Mortgage-Backed Trust, Series 2005-L3)
Abbreviations. Customary abbreviations may be The following abbreviations, when used in the name inscription on the face of a Holder this instrument, shall be construed as though they were written out in full according to applicable laws or an assignee, such asregulations: TEN COM (= - as tenants in common), common UNIF GIFT MIN ACT - Custodian TEN ENT (= - as tenants by the entireties), entireties (Cust) (Minor) under Uniform Gifts to Minors Act JT TEN (= - as joint tenants with right of if survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act). The Company will furnish a copy of the Indenture to any Holder upon written request and without charge. FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. attorney to transfer said Note on the books of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Note occurring prior to common _______________ (State) Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned confirms hereby sell(s), assign(s) and transfer(s) unto _____________________________________________________________________________________ (Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to _________% evidenced by the within Asset-Backed Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund. I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address: . Signature by or on behalf of assignor Signature Guaranteed The assignee should include the following for purposes of distribution: funds to for the account of account number or, if mailed by check, to Applicable statements should be mailed to This information is provided by assignee named above, or its agent. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”). THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES AND THE CLASS M-1 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. Series ▇▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇ Certificate Principal Balance of the Class M-2 Certificates as of the Issue Date: $30,965,000.00 Pass-Through Rate: Variable Denomination: $30,965,000.00 Cut-off Date and date of Pooling and Servicing Agreement: November 1, 2005 Servicer: Ocwen Loan Servicing, LLC First Distribution Date: December 27, 2005 Trust Administrator: Citibank, N.A. No. 1 Trustee: U.S. Bank National Association Issue Date: November 30, 2005 CUSIP: 17307G P7 7 DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE. evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, fixed-rate and adjustable-rate, first lien and second lien mortgage loans (the “Mortgage Loans”) formed and sold by THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES. This certifies that such transfer Cede & Co. is made without utilizing any general solicitation or general advertising and further the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class M-2 Certificates as follows:
o (1of the Issue Date) This Note is being transferred in that certain beneficial ownership interest evidenced by all the Class M-2 Certificates in the REMIC created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “qualified institutional buyerAgreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” in compliance with Rule 144A which term includes any successor entity under the Securities Act Agreement), the Servicer, the Trust Administrator and the Trustee, a summary of 1933certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class M-2 Certificates on such Distribution Date pursuant to the Agreement. All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Trust Administrator by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Trust Administrator in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as amended such name and certification address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Trust Administrator of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trust Administrator for that purpose as provided in the form Agreement. This Certificate is one of Exhibit F to a duly authorized issue of Certificates designated as Asset-Backed Pass-Through Certificates of the Indenture is being furnished herewith.
o Series specified on the face hereof (2herein called the “Certificates”) This Note is being transferred to a Non-U.S. Person in compliance with and representing the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification Percentage Interest specified above in the form Class of Exhibit E Certificates to which the Indenture is being furnished herewith.
o (3) This Note is being transferred other than Certificate belongs. The Certificates are limited in accordance with (1) or (2) above right of payment to certain collections and documents are being furnished which comply with recoveries respecting the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing boxes is checkedMortgage Loans, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration all as more specifically set forth herein and in the Indenture have been satisfiedAgreement. Date: Seller By NOTICE: As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans. The signature to this assignment must correspond Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Servicer, the Trust Administrator and the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Servicer, the Trust Administrator and the Trustee with the name as written consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the face transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the within-mentioned Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Trust Administrator as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in every particularform satisfactory to the Trust Administrator duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable in fully registered form only without alteration coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Trust Administrator may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The Depositor, the Servicer, the Trust Administrator, the Trustee and any agent of the Depositor, the Servicer, the Trust Administrator or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Servicer, the Trust Administrator, the Trustee nor any such agent shall be affected by notice to the contrary. The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trust Administrator and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any change whatsoeveradvance with respect thereto) of the last Mortgage Loan and REO Property remaining in the REMIC and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the REMIC of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. Signature Guarantee:5 By To The Agreement permits, but does not require, the party designated in the Agreement to purchase from the REMIC all the Mortgage Loans and all property acquired in respect of any Mortgage Loan at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off Date. The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness. Unless the certificate of authentication hereon has been executed by an executive officer 5 Signatures must the Trust Administrator, by manual signature, this Certificate shall not be guaranteed by an “eligible guarantor institution” meeting entitled to any benefit under the requirements of the Registrar, which requirements include membership Agreement or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amendedvalid for any purpose.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust Inc., Series 2005-He4)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act). The Company will furnish a copy of the Indenture to any Holder upon written request and without charge. FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. attorney to transfer said Note on the books of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Note occurring prior to ______________, the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:
o (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit F G to the Indenture is being furnished herewith.
o (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
o (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing boxes is checked, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied. Date: Seller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee:5 By To be executed by an executive officer 5 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.By
Appears in 1 contract
Sources: Indenture (Medtronic Inc)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act). The Company will furnish a copy of the Indenture to any Holder upon written request and without charge. FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. attorney to transfer said Note on the books of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Note occurring prior to ______________, the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:
o (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit F H to the Indenture is being furnished herewith.
o (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E F to the Indenture is being furnished herewith.
o (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing boxes is checked, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied. Date: Seller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee:5 By To be executed by an executive officer 5 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.By
Appears in 1 contract
Sources: Indenture (Medtronic Inc)
Abbreviations. Customary abbreviations may be The following abbreviations, when used in the name inscription of a Holder the face of this Note, shall be construed as though they were written out in full according to applicable laws or an assignee, such as: TEN regulations. TEN-COM (= as tenants in common), TEN common TEN-ENT (= as tenants by the entireties), JT entireties UNIF GIFT MIN ACT Uniform Gifts to Minors Act Cust Custodian JT-TEN (= as joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= under Uniform Gifts to Minors Act)Act Additional abbreviations may also be used though not in the above list. The Company will furnish Piedmont Office Realty Trust, Inc., a copy of Maryland Corporation (hereinafter referred to as the Indenture “Guarantor,” which term includes any successor under the Indenture, referred to any Holder upon written request and without charge. FOR VALUE RECEIVED the undersigned registered holder hereby sell(sbelow), assign(s) hereby irrevocably and transfer(s) unto Insert Taxpayer Identification No. attorney to transfer said Note unconditionally guarantees on a senior basis on the books of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Note occurring prior to ______________, the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:
o (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit F to the Indenture is being furnished herewith.
o (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
o (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer terms set forth in this Note the Indenture the Guarantee Obligations, which include (i) the due and punctual payment of the principal of (including the Redemption Price upon redemption pursuant to the Indenture) and Interest on the 4.450% Senior Notes due 2024 (the “Notes”) of Piedmont Operating Partnership, LP, a Delaware limited partnership (the “Issuer,” which term includes any successor thereto under the Indenture), whether at the Maturity Date, upon acceleration, upon redemption or otherwise, the due and punctual payment of Interest on any overdue principal and (to the extent permitted by law) Interest on any overdue Interest on the Notes, and the Indenture. If none due and punctual performance of all other obligations of the foregoing boxes is checkedIssuer, to the Holders of the Notes or the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied. Date: Seller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee:5 By To be executed by an executive officer 5 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act terms set forth in Article XV of 1934the Indenture, and (ii) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Date, by acceleration, call for redemption or otherwise. This Guarantee has been issued under and pursuant to an Indenture dated as of March 6, 2014 (the “Base Indenture”), as amendedsupplemented by a Supplemental Indenture (the “Supplemental Indenture”) dated as of March 6, 2014 (the Base Indenture, as supplemented by the Supplemental Indenture, and as it may be further amended or supplemented from time to time, the “Indenture”) among the Issuer, the Guarantor and U.S. Bank National Association, as Trustee (herein called the “Trustee,” which term includes any successor thereto under the Indenture). Terms (whether or not capitalized) that are defined in the Indenture and used but not otherwise defined in this Guarantee shall have the respective meanings ascribed thereto in the Indenture. The obligations of the Guarantor to the Holders of the Notes and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article XV of the Base Indenture and reference is hereby made to such Indenture for the precise terms of this Guarantee. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to the Notes and all demands whatsoever. No past, present or future director, officer, employee, incorporator or stockholder (direct or indirect) of the Guarantor (or any such successor entity) as such, shall have any liability for any obligations of the Guarantor under this Guarantee or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. This is a continuing Guarantee and shall remain in full force and effect and shall be binding upon the Guarantor and its successors and assigns until full and final payment of all of the Issuer’s obligations under the Notes and Indenture or until legally discharged in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders of the Notes, and, in the event of any transfer or assignment of rights by any Holder of the Notes or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Guarantee of payment and performance and not of collection. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Guarantee is endorsed shall have been executed by the Trustee or a duly authorized authenticating agent under the Indenture by the manual signature of one of its authorized officers. The obligations of the Guarantor under this Guarantee shall be limited as provided in Article XV of the Base Indenture to the extent necessary to ensure that it does not constitute a fraudulent conveyance under applicable law. THE TERMS OF ARTICLE XV OF THE BASE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. The Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York.
Appears in 1 contract
Sources: First Supplemental Indenture (Piedmont Office Realty Trust, Inc.)
Abbreviations. Customary abbreviations may be The following abbreviations, when used in the name inscription of a Holder the face of this Note, shall be construed as though they were written out in full according to applicable laws or an assignee, such as: regulations. TEN COM (= as tenants in common), common UNIF GIFT MIN ACT - TEN ENT (= tenants as tenant by the entireties), entireties (Cust) (Minor) JT TEN (= as joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= common under Uniform Gifts to Minors Act)Act Additional abbreviations may also be used though not in the above list. TO: THE MACERICH COMPANY DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee The Company will furnish undersigned registered owner of this Note hereby irrevocably exercises the option to convert this Note, or the portion thereof (which is $1,000 or a copy multiple thereof) below designated, into cash and/or shares of Common Stock of The Macerich Company, as applicable, in accordance with the terms of the Indenture referred to in this Note, and directs that the shares, if any, issuable and deliverable upon such conversion, together with any Holder check in payment for cash, if any, payable upon written request conversion or for fractional shares and without charge. FOR VALUE RECEIVED any Notes representing any unconverted principal amount hereof, be issued and delivered to the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification Nohereof unless a different name has been indicated below. attorney Capitalized terms used herein but not defined shall have the meanings ascribed to transfer said Note on the books of the Company with full power of substitution such terms in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Note occurring prior to ______________, the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:
o (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit F to the Indenture is being furnished herewith.
o (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
o (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none shares, or any portion of the foregoing boxes is checked, the Trustee is not obligated to register this Note not converted, are to be issued in the name of any Person a person other than the Holder hereof unless undersigned, the undersigned will provide the appropriate information below and until pay all transfer taxes payable with respect thereto. Any amount required to be paid by the conditions to any such transfer undersigned on account of registration set forth herein and in the Indenture have been satisfiedinterest accompanies this Note. Date: Seller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee:5 By To be executed by an executive officer 5 Signatures Signature(s) Signature(s) must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Security Transfer Association Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.. Signature Guarantee Fill in the registration of shares of Common Stock, if any, if to be issued, and any portion of this Note not converted, if any, to be delivered, and the person to whom cash and payment for fractional shares is to be made, if to be made, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Principal amount to be converted (if less than all): $ Social Security or Other Taxpayer Identification Number:
Appears in 1 contract
Sources: Indenture (Macerich Co)
Abbreviations. Customary abbreviations may be The following abbreviations, when used in the name inscription on the face of a Holder this instrument, shall be construed as though they were written out in full according to applicable laws or an assignee, such asregulations: TEN COM (= - as tenants in common), common UNIF GIFT MIN ACT - Custodian TEN ENT (= - as tenants by the entireties), entireties (Cust) (Minor) under Uniform Gifts to Minors Act JT TEN (= - as joint tenants with right of if survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act). The Company will furnish a copy of the Indenture to any Holder upon written request and without charge. FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. attorney to transfer said Note on the books of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Note occurring prior to common _______________ (State) Additional abbreviations may also be used though not in the above list. unto (Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee)a Percentage Interest equal to ____% evidenced by the undersigned confirms that within Asset Backed Pass-Through Certificate and hereby authorize(s) the registration of transfer of such transfer is made without utilizing any general solicitation or general advertising and interest to assignee on the Certificate Register of the Trust Fund. I (we) further as follows:
o (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under direct the Securities Act Administrator to issue a new Certificate of 1933, as amended a like Percentage Interest and certification in the form of Exhibit F Class to the Indenture above named assignee and deliver such Certificate to the following address: . Signature by or on behalf of assignor Signature Guaranteed The assignee should include the following for purposes of distribution: funds to for the account of account number or, if mailed by check, to Applicable statements should be mailed to This information is being furnished herewith.
o (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunderthe assignee named above, and certification in the form of Exhibit E to the Indenture is being furnished herewithor as its agent. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.
o , HAS AN INTEREST HEREIN. SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the IndentureTHE “CODE”). If none THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. Series 2005-WF2 Aggregate Certificate Principal Balance of the foregoing boxes is checked, Class M Certificates as of the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied. Issue Date: Seller By NOTICE[__] Pass-Through Rate: The signature to this assignment must correspond with the name as written upon the face Variable Denomination: [__] Cut-off Date and date of the within-mentioned instrument in every particularPooling and Servicing Agreement: September 1, without alteration or any change whatsoever. Signature Guarantee:5 By To be executed by an executive officer 5 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar2005 Master Servicer: CitiMortgage, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition toInc. First Distribution Date: October 25, or in substitution for2005 Trust Administrator: CitiMortgage, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.Inc.
Appears in 1 contract
Abbreviations. Customary abbreviations may be The following abbreviations, when used in the name inscription of a Holder the face of this Note, shall be construed as though they were written out in full according to applicable laws or an assignee, such as: regulations. TEN COM (= - as tenants in common), common UNIF GIFT MIN ACT - Custodian TEN ENT (= tenants - as tenant by the entireties), entireties (Cust) (Minor) JT TEN (= - as joint tenants with under Uniform Gifts to Minors Act right of survivorship and not as tenants in common)common (State) Additional abbreviations may also be used though not in the above list. TO: CSK AUTO, CUST (= CustodianINC. ▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ The undersigned registered owner of this Note hereby irrevocably exercises the option to exchange this Note, or the portion thereof (which is $1,000 Principal Amount or a multiple thereof) and U/G/M/A/ (= Uniform Gifts to Minors Act). The Company will furnish a copy below designated, into Common Stock of CSK Auto Corporation, in accordance with the terms of the Indenture referred to in this Note, and directs that the funds in payment of the lesser of the aggregate principal amount of the Notes being exchanged and the Exchange Value, together with any Holder funds in payment of fractional shares, if any, any shares issuable and deliverable payable upon written request such exchange and without charge. FOR VALUE RECEIVED any Notes representing any unexchanged Principal Amount hereof, be issued and delivered to the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification Nohereof unless a different name has been indicated below. attorney Capitalized terms used herein but not defined shall have the meanings ascribed to transfer said Note on the books of the Company with full power of substitution such terms in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Note occurring prior to ______________, the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:
o (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit F to the Indenture is being furnished herewith.
o (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
o (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none funds, shares or any portion of the foregoing boxes is checked, the Trustee is not obligated to register this Note not exchanged are to be issued in the name of any Person a person other than the Holder hereof unless undersigned, the undersigned will provide the appropriate information below and until pay all transfer taxes payable with respect thereto. Any amount required to be paid by the conditions to any such transfer undersigned on account of registration set forth herein and in the Indenture have been satisfiedInterest accompanies this Note. DateDated: Seller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee:5 By To be executed by an executive officer 5 Signatures Signature(s) Signature(s) must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Security Transfer Association Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.. Signature Guarantee Fill in the registration of shares of Common Stock if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal Amount to be exchanged (if less than all): $ Social Security or Other Taxpayer Identification Number: TO: CSK AUTO, INC. ▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from CSK Auto, Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to CSK Auto Corporation, and requests and instructs the Company to repurchase the entire Principal Amount of this Note, or the portion thereof (which is $1,000 Principal Amount or a multiple thereof) below designated, in accordance with the terms of the Indenture referred to in this Note at the price of 100% of the entire Principal Amount or portion thereof, together with accrued Interest to, but not including, the Fundamental Change Repurchase Date, to the registered holder hereof. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. Dated: Signature(s) NOTICE: The above signatures of the holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Note Certificate Number (if applicable): Principal Amount to be repurchased (if less than all): Social Security or Other Taxpayer Identification Number: TO: CSK AUTO, INC. ▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from CSK Auto, Inc. (the “Company”) regarding the right of holders to elect to require the Company to repurchase the Notes and requests and instructs the Company to repurchase the entire Principal Amount of this Note, or the portion thereof (which is $1,000 Principal Amount or an integral multiple thereof) below designated, in accordance with the terms of the Indenture at a price of 100% of the entire Principal Amount or portion thereof, together with accrued Interest to, but not including, the Company Repurchase Date, to the registered holder hereof. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. The Notes shall be repurchased by the Company as of the Company Repurchase Date pursuant to the terms and conditions specified in the Indenture. Dated: Signature(s) NOTICE: The above signatures of the holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Note Certificate Number (if applicable): Principal Amount to be repurchased (if less than all): Social Security or Other Taxpayer Identification Number:
Appears in 1 contract
Sources: Indenture (O Reilly Automotive Inc)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= (=tenants in common), TEN ENT (= (=tenants by the entireties), JT TEN (= (=joint tenants with right of survivorship and not as tenants in common), CUST (= (=Custodian) ), and U/G/M/A/ (= A (=Uniform Gifts to Minors Act). ▇▇. ▇▇DITIONAL RIGHTS OF HOLDERS OF TRANSFER RESTRICTED SECURITIES. In addition to the rights provided to Holders of Debentures under the Indenture, Holders of Transfer Restricted Securities shall have all the rights set forth in the Registration Rights Agreement. The Company will furnish a copy of the Indenture to any Holder upon written request and without charge. FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. attorney to transfer said Note on the books charge a copy of the Company with full power of substitution in Indenture and the premisesRegistration Rights Agreement. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer Requests may be made to: Lomak Petroleum, Inc. 500 ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Suite 2104 Fort Worth, Texas 76102 Attn: President SCHEDULE OF EXCHANGES OF GLOBAL SECURITY FOR DEFINITIVE SECURITIES The following exchanges of this Note occurring prior Global Security for Definitive Securities have been made: Amount of Principal Amount Signature of decrease in Amount of increase of this Global authorized officer Principal Amount in Principal Security following of Trustee or of this Global Amount of this such decrease or Debentures Date of Exchange Security Global Security increase) Custodian -------------------------------------------------------------------------------------------------------------------------- 82 FORM OF ELECTION TO CONVERT I (we) hereby irrevocably exercise the option to ______________convert this Debenture, or the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:
o (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act portion below designated, into shares of 1933, as amended and certification in the form of Exhibit F to the Indenture is being furnished herewith.
o (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
o (3) This Note is being transferred other than Common Stock in accordance with (1) or (2) above and documents are being furnished which comply with the conditions terms of transfer set forth the Indenture referred to in this Note Debenture, and direct that the Indenture. If none of the foregoing boxes is checkedshares issuable and deliverable upon conversion, the Trustee is not obligated to register this Note together with any check in payment for fractional shares, be issued in the name of any and delivered to the undersigned registered Holder hereof, unless a different name has been indicated below. If shares are to be issued in the name of a Person other than the Holder hereof unless and until undersigned, the conditions undersigned will pay all transfer taxes payable with respect thereto. Portion of this Debenture to any such transfer of registration set forth herein and in the Indenture have been satisfied. Datebe converted (if partial conversion, $1,000 or an integral multiple thereof): $ ------------------ Signature: Seller By NOTICE: The signature to this assignment must correspond with the ----------------------------- (exactly as your name as written upon appears on the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee:5 By To this Debenture) Name: ----------------------------------------- Title: ---------------------------------------- Address: -------------------------------------- Phone No.: ------------------------------------- Date: ----------------------------------------- If shares are to be executed by an executive officer 5 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation issued and registered in the Securities Transfer Association Medallion Program (“STAMP”) name of a Person other than the undersigned, please print the name and address, including zip code, and social security or other taxpayer identification number of such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amendedPerson below.
Appears in 1 contract
Sources: Indenture (Lomak Petroleum Inc)
Abbreviations. Customary abbreviations may be The following abbreviations, when used in the name inscription of a Holder the face of this Note, shall be construed as though they were written out in full according to applicable laws or an assignee, such as: regulations. TEN COM (= - as tenants in common), common UNIF GIFT MIN ACT - Custodian TEN ENT (= tenants - as tenant by the entireties), entireties (Cust) (Minor) JT TEN (= - as joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= common under Uniform Gifts to Minors Act). The Company will furnish a copy of the Indenture to any Holder upon written request and without charge. FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. attorney to transfer said Note on the books of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Note occurring prior to Act ______________, the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:
o _______________________ (1State) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification Additional abbreviations may also be used though not in the form above list. TO: ON SEMICONDUCTOR CORPORATION ▇▇▇▇▇ FARGO BANK, N.A. The undersigned registered owner of Exhibit F this Note hereby irrevocably exercises the option to convert this Note, or the Indenture portion thereof (which is being furnished herewith.
o (2$1,000 or a multiple thereof) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act below designated, into shares of 1933, as amended, provided by Regulation S thereunder, and certification in the form Common Stock of Exhibit E to the Indenture is being furnished herewith.
o (3) This Note is being transferred other than ON Semiconductor Corporation in accordance with (1) or (2) above and documents are being furnished which comply with the conditions terms of transfer set forth the Indenture referred to in this Note Note, and directs that the shares issuable and deliverable upon such conversion, together with any check in payment for fractional shares and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below; provided that the Company may at its option issue one share of Common Stock in lieu of paying cash for any fractional shares. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. If none shares or any portion of the foregoing boxes is checked, the Trustee is not obligated to register this Note not converted are to be issued in the name of any Person a person other than the Holder hereof unless undersigned, the undersigned will provide the appropriate information below and until the conditions to any such pay all transfer of registration set forth herein and in the Indenture have been satisfiedtaxes payable with respect thereto. DateDated: Seller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee:5 By To be executed by an executive officer 5 Signatures Signature(s) must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Security Transfer Association Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.. Fill in the registration of shares of Common Stock if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $___________________________________________ Social Security or Other Taxpayer Identification Number: TO: ON SEMICONDUCTOR CORPORATION ▇▇▇▇▇ FARGO BANK, N.A. The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from ON Semiconductor Corporation (the “Company”) regarding the right of holders to elect to require the Company to repurchase the Notes upon the occurrence of a Designated Event with respect to the Company and requests and instructs the Company to repay the entire principal amount of this Note, or the portion thereof (which is $1,000 or an integral multiple thereof) below designated, in accordance with the terms of the Indenture at the price of 100% of such entire principal amount or portion thereof, to the registered holder hereof. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. The Notes shall be repurchased by the Company as of the portion thereof, pursuant to the terms and conditions specified in the Indenture. $ principal amount of the Notes to which this Designated Event Repurchase Notice relates (if less than entire principal amount) Dated: Signature(s):
Appears in 1 contract
Sources: Indenture (On Semiconductor Corp)
Abbreviations. Customary abbreviations may be The following abbreviations, when used in the name inscription on the face of a Holder this instrument, shall be construed as though they were written out in full according to applicable laws or an assignee, such asregulations: TEN COM (= - as tenants in common), common UNIF GIFT MIN ACT - Custodian TEN ENT (= - as tenants by the entireties), entireties (Cust) (Minor) under Uniform Gifts to Minors Act JT TEN (= - as joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act). The Company will furnish a copy of the Indenture to any Holder upon written request and without charge. FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. attorney to transfer said Note on the books of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Note occurring prior to common _________________ State Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned confirms that hereby sell(s), assign(s) and transfer(s) unto (Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund. I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address: _____________________________________________________________________________. Dated: Signature by or on behalf of assignor Signature Guaranteed The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to , for the account of , account number___________, or, if mailed by check, to , Applicable statements should be mailed to , . This information is made without utilizing any general solicitation provided by , the assignee named above, or general advertising and further , as follows:
o its agent. THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON. SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (“REMIC”), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”). ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OTHER CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE TRUSTEE THAT (A) SUCH TRANSFEREE IS NOT (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933THE UNITED STATES OR ANY POSSESSION THEREOF, as amended and certification in the form of Exhibit F to the Indenture is being furnished herewith.
o ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) THAT IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
o (3) This Note is being transferred other than in accordance with ANY ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (1) or ), (2) OR (3) SHALL HEREINAFTER BE REFERRED TO AS A “DISQUALIFIED ORGANIZATION”) OR (4) AN AGENT OF A DISQUALIFIED ORGANIZATION AND (B) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, AND (II) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP OF THIS CERTIFICATE. Series 2005-3 Pass-Through Rate: Variable Cut-off Date and date of Pooling and Servicing Agreement: July 1, 2005 First Distribution Date: August 25, 2005 No.1 Aggregate Certificate Principal Balance of the Class II-R Certificates as of the Issue Date: $100.00 Denomination: $100.00 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: July 29, 2005 CUSIP: 17307G TR 9 evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINSITRATOR, CITIBANK, N.A. OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES. This certifies that Citigroup Global Markets, Inc. is the registered owner of the Percentage Interest evidenced by this Certificate specified above in that certain beneficial ownership interest evidenced by all the Class II-R Certificates in the Trust Fund created pursuant to a Pooling and documents are being furnished Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which comply with term includes any successor entity under the Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of transfer set forth the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Note Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the Indentureamount required to be distributed to the Holders of Class II-R Certificates on such Distribution Date pursuant to the Agreement. If none All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the foregoing boxes is checkedPerson entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the Trustee is not obligated to register final distribution on this Note Certificate will be made after due notice by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the name Agreement. This Certificate is one of any Person other than a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Holder Series specified on the face hereof unless (herein called the “Certificates”) and until representing the conditions Percentage Interest specified above in the Class of Certificates to any such transfer which this Certificate belongs. The Certificates are limited in right of registration payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Indenture have been satisfiedAgreement. Date: Seller By NOTICE: As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans. The signature to this assignment must correspond Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee with the name as written consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the face transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the within-mentioned Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in every particularform satisfactory to the Certificate Registrar duly executed by, without alteration the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any change whatsoever. Signature Guarantee:5 By To Person using “Plan Assets” to acquire this Certificate shall be executed by an executive officer 5 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all made except in accordance with Section 5.02(c) of the Securities Exchange Act Agreement. The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of 1934the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as amendedrequested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Prior to registration of any transfer, sale or other disposition of this Certificate, the proposed transferee shall provide to the Certificate Registrar (i) an affidavit to the effect that such transferee is any Person other than a Disqualified Organization or the agent (including a broker, nominee or middleman) of a Disqualified Organization, and (ii) a certificate that acknowledges that (A) the Class R Certificates have been designated as a residual interest in a REMIC, (B) it will include in its income a pro rata share of the net income of the Trust Fund and that such income may be an “excess inclusion,” as defined in the Code, that, with certain exceptions, cannot be offset by other losses or benefits from any tax exemption, and (C) it expects to have the financial means to satisfy all of its tax obligations including those relating to holding the Class R Certificates. Notwithstanding the registration in the Certificate Register of any transfer, sale or other disposition of this Certificate to a Disqualified Organization or an agent (including a broker, nominee or middleman) of a Disqualified Organization, such registration shall be deemed to be of no legal force or effect whatsoever and such Person shall not be deemed to be a Certificateholder for any purpose, including, but not limited to, the receipt of distributions in respect of this Certificate. The Holder of this Certificate, by its acceptance hereof, shall be deemed to have consented to the provisions of Section 5.02 of the Agreement and to any amendment of the Agreement deemed necessary by counsel of the Depositor to ensure that the transfer of this Certificate to any Person other than a Permitted Transferee or any other Person will not cause any Trust Fund to cease to qualify as a REMIC or cause the imposition of a tax upon the REMIC. The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, nor any such agent shall be affected by notice to the contrary. The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in a Collateral Pool and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date. The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust Inc)
Abbreviations. Customary abbreviations may be used in the name of a Holder Bondholder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= ( = tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) ), and U/G/M/A/ A (= Uniform Gifts to Minors Act). The Company Showboat will furnish a copy to any Bondholder of the Indenture to any Holder Bonds upon written request and without chargecharge a copy of the Indenture. FOR VALUE RECEIVED Request may be made to: Showboat, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ Attn: H. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Secretary GUARANTY Each of the undersigned registered holder hereby sell(s)Guarantors listed below (hereinafter referred to as the "Guarantors" which term includes any successor or assign under the Indenture (the "Indenture") has irrevocably and unconditionally guarantied (i) the due and punctual payment of the principal of, assign(spremium, if any, and interest on 9 1/4% First Mortgage Bonds due 2008 (the "Bonds") whether at stated maturity, by acceleration or otherwise, the due and transfer(s) unto Insert Taxpayer Identification No. attorney to transfer said Note punctual payment of interest on the books overdue principal of and interest, if any, on the Bonds, to the extent lawful, and the due and punctual performance of all other obligations of Showboat to the Bondholders or the Trustee all in accordance with the terms set forth in Article 11 of the Company Indenture, (ii) in case of any extension of time of payment or renewal of any Bonds or any such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stared maturity, by acceleration or otherwise and (iii) the payment of any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Bondholder in enforcing any rights under this Guaranty. The obligations of each Guarantor to the Bondholder and to the Trustee pursuant to this Guaranty and the Indenture are expressly set forth in Article 11 of the Indenture and reference is hereby made to such Indenture for the precise turns of this Guaranty. This is a continuing Guaranty and shall remain in full power force and effect and shall be binding upon each Guarantor and its successors and assigns until full and final payment of substitution all of Showboat's obligations under the Bonds and the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Bondholders and, in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with event of any transfer or assignment of rights by any Bondholder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Guaranty of payment and not a guaranty of collection. This Guaranty shall not be valid or obligatory for any purpose until the certificate of authentication on the Bond upon which this Note occurring prior Guaranty is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers. THE TERMS OF ARTICLE 11 OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. Capitalized terms used herein have the same meanings given in the Indenture unless otherwise indicated. Guarantors: OCEAN SHOWBOAT, INC. By: --------------------------------- Name: H. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Secretary ATLANTIC CITY SHOWBOAT, INC. By: --------------------------------- Name: H. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Secretary SHOWBOAT OPERATING COMPANY By: --------------------------------- Name: H. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Secretary ASSIGNMENT FORM To assign this Bond, fill in the form below:
(I) or (we) assign and transfer this Bond to ________________________________________________________________________________ (Insert assignee's social security or tax I.D. no.) ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ (Print or type assignee's name, address and zip code) and irrevocably appoint _______________________agent to transfer this Bond on the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:
o (1) This Note is being transferred Books of Showboat. The agent may substitute another to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit F to the Indenture is being furnished herewithact for him.
o (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
o (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing boxes is checked, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied. Date: Seller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee:5 By To be executed by an executive officer 5 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.
Appears in 1 contract
Abbreviations. Customary The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations. TEN COM - as tenants in common UNIF GIFT MIN ACT -___ Custodian ___ TEN ENT - as tenant by the entireties (Cust) (Minor) JT TEN - as joint tenants with under Uniform Gifts to Minors Act right of survivorship and — not as tenants in common (State) Additional abbreviations may also be used though not in the above list. TO: CSK AUTO, INC. ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ The undersigned registered owner of this Note hereby irrevocably exercises the option to exchange this Note, or the portion thereof (which is $1,000 Principal Amount or a multiple thereof) below designated, into Common Stock of CSK Auto Corporation, in accordance with the terms of the Indenture referred to in this Note, and directs that the funds in payment of the lesser of the aggregate principal amount of the Notes being exchanged and the Exchange Value, together with any funds in payment of fractional shares, if any, any shares issuable and deliverable payable upon such exchange and any Notes representing any unexchanged Principal Amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. If funds, shares or any portion of this Note not exchanged are to be issued in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by person other than the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act). The Company will furnish a copy of the Indenture to any Holder upon written request and without charge. FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. attorney to transfer said Note on the books of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Note occurring prior to ______________undersigned, the undersigned confirms that such will provide the appropriate information below and pay all transfer is made without utilizing any general solicitation or general advertising and further as follows:
o (1taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of Interest accompanies this Note. Dated: Signature(s) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit F to the Indenture is being furnished herewith.
o (2Signature(s) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
o (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing boxes is checked, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied. Date: Seller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee:5 By To be executed by an executive officer 5 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Security Transfer Association Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.. Signature Guarantee Fill in the registration of shares of Common Stock if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal Amount to be exchanged (if less than all): $ Social Security or Other Taxpayer Identification Number: TO: CSK AUTO, INC. ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from CSK Auto, Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to CSK Auto Corporation, and requests and instructs the Company to repurchase the entire Principal Amount of this Note, or the portion thereof (which is $1,000 Principal Amount or a multiple thereof) below designated, in accordance with the terms of the Indenture referred to in this Note at the price of 100% of the entire Principal Amount or portion thereof, together with accrued Interest to, but not including, the Fundamental Change Repurchase Date, to the registered holder hereof. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. Dated: Signature(s) NOTICE: The above signatures of the holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Note Certificate Number (if applicable): Principal Amount to be repurchased (if less than all): Social Security or Other Taxpayer Identification Number: TO: CSK AUTO, INC. ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from CSK Auto, Inc. (the “Company”) regarding the right of holders to elect to require the Company to repurchase the Notes and requests and instructs the Company to repurchase the entire Principal Amount of this Note, or the portion thereof (which is $1,000 Principal Amount or an integral multiple thereof) below designated, in accordance with the terms of the Indenture at a price of 100% of the entire Principal Amount or portion thereof, together with accrued Interest to, but not including, the Company Repurchase Date, to the registered holder hereof. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. The Notes shall be repurchased by the Company as of the Company Repurchase Date pursuant to the terms and conditions specified in the Indenture. Dated: Signature(s)
Appears in 1 contract
Sources: Indenture (CSK Auto Corp)
Abbreviations. Customary abbreviations may be The following abbreviations, when used in the name inscription on the face of a Holder this instrument, shall be construed as though they were written out in full according to applicable laws or an assignee, such as: regulations. TEN COM (= — as tenants in common), common TEN ENT (= — as tenants by the entireties), entireties JT TEN (= — as joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act). The Company will furnish a copy of common Custodian [State] Additional abbreviations may also be used though not in the Indenture to any Holder upon written request and without chargeabove list. FOR VALUE RECEIVED RECEIVED, the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE [PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE] the within Note and all rights thereunder, hereby irrevocably constituting and appointing attorney to transfer said Note on the books of the Company Bank, with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Note occurring prior to ______________, the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:
o (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit F to the Indenture is being furnished herewith.
o (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
o (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing boxes is checked, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied. DateSignature: Seller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned within instrument in every particular, without alteration or enlargement or any change whatsoeverwhatever. Signature Guarantee:5 By To be executed by an executive officer 5 Signatures must be guaranteed by an “eligible guarantor institution” meeting The undersigned hereby irrevocably requests and instructs City National Bank to redeem the requirements within Note (or portion thereof specified below) pursuant to its terms at the Redemption Price, to the undersigned at [PLEASE PRINT OR WRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE] If less than the entire principal amount of the Registrarwithin Note is to be redeemed, specify the portion thereof which requirements include membership the Holder elects to have redeemed: and specify the denomination or participation denominations (which shall not be less than the minimum authorized denomination) of the Notes to be issued to the Holder for the portion of the within Note not being redeemed (in the Securities Transfer Association Medallion Program (“STAMP”) absence of any such specification, one such Note will be issued for the portion not being redeemed): Signature: NOTICE: The signature to this Option to Elect Redemption must correspond with the name as written upon the face of the within instrument in every particular without alteration or such other “signature guarantee program” as may be determined enlargement. The undersigned certifies that pursuant to resolutions adopted by the Registrar Board of Directors of City National Bank (the "Issuer"), and with respect to the Notes (the "Notes") of the Issuer, set forth below is a list of persons who have been duly elected or appointed and have been duly qualified as, and on this day are, "Authorized Representatives" pursuant to Section 2.2 of the Issuing and Paying Agency Agreement, dated as of January 7, 1998 (the "Issuing and Paying Agency Agreement"), between the Issuer, and Continental Stock Transfer & Trust Company, as Issuing and Paying Agent (in addition tosuch capacity, or in substitution forthe "Issuing and Paying Agent"), STAMP, all and such Authorized Representatives are the persons authorized to provide the Issuing and Paying Agent with instructions in accordance with Section 2.2 of the Securities Exchange Act Issuing and Paying Agency Agreement and to execute Notes on behalf of 1934the Issuer by manual or facsimile signature authorization, as amended.and that each signature appearing below is the person's genuine signature. Name Title Signature
Appears in 1 contract
Sources: Issuing and Paying Agency Agreement (City National Corp)
Abbreviations. Customary abbreviations may be The following abbreviations, when used in the name inscription of a Holder the face of this Note, shall be construed as though they were written out in full according to applicable laws or an assignee, such asregulations: TEN COM (= = as tenants in common), common UNIF GIFT MIN ACT = Uniform Gifts to Minors Act CUST = Custodian TEN ENT (= = as tenants by the entireties), entireties JT TEN (= = joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Actcommon Additional abbreviations may also be used though not in the above list. The initial principal amount of this Global Note is EIGHTY-SIX MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS ($86,250,000). The Company will furnish a copy following increases or decreases in this Global Note have been made: Attachment 1 [FORM OF NOTICE OF CONVERSION] To: BRAEMAR HOTELS & RESORTS INC. U.S. BANK NATIONAL ASSOCIATION, as Conversion Agent The undersigned registered owner of this Note hereby exercises the option to convert this Note, or the portion hereof (that is $1,000 principal amount or an integral multiple thereof) below designated, for cash and, if applicable, shares of the Common Stock, if any, in accordance with the terms of the Indenture referred to in this Note, and directs that any Holder upon written request cash payable and without charge. FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. attorney to transfer said Note on the books any shares of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection Common Stock issuable and deliverable upon such conversion, together with any transfer cash for any fractional share, and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name has been indicated below. If any shares of the Common Stock or any portion of this Note occurring prior not converted are to ______________, the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:
o (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit F to the Indenture is being furnished herewith.
o (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
o (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing boxes is checked, the Trustee is not obligated to register this Note be issued in the name of any a Person other than the Holder hereof unless and until undersigned, the conditions undersigned will pay all documentary, stamp or similar issue or transfer taxes, if any, in accordance with Section 14.03(i) of the Indenture. Any amount required to any be paid to the undersigned on account of interest accompanies this Note. Capitalized terms used herein but not defined shall have the meanings ascribed to such transfer of registration set forth herein and terms in the Indenture have been satisfiedIndenture. Date: Seller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature(s) Signature Guarantee:5 By To be executed by an executive officer 5 Signatures Guarantee Signature(s) must be guaranteed by an “eligible guarantor institution” meeting the requirements Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of the RegistrarCommon Stock are to be issued, which requirements include membership or participation Notes are to be delivered, other than to and in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by name of the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amendedregistered holder.
Appears in 1 contract
Abbreviations. Customary abbreviations may be used in the name of a Holder or an its assignee, such as: as TEN COM (= (tenants in common), TEN ENT (= (tenants by the entireties), JT TEN (= (joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) (custodian), and U/G/M/A/ (= A (Uniform Gifts Gift to Minors Act). The Company will furnish To request a copy of the Indenture Warrant Agreement, which the Company will provide to any Holder upon at no charge, please send a written request to the following address: Subject to the terms of the Warrant Agreement, by executing and without charge. FOR VALUE RECEIVED delivering this Exercise Notice, the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification Holder of the Warrant identified below directs the Company to Exercise (check one): ☐ all of the Underlying Shares of the Warrant ☐ * Underlying Shares of the Warrant identified by Certificate No. attorney . Capitalized terms used but not otherwise defined in this Exercise Form shall have the meaning ascribed thereto in the Warrant Agreement. Please issue shares of Common Stock in the following name and, if applicable, to the following address: Issue to (print name): Email Address: (Optional) Identify account within the United States to which any cash Exercise Consideration will be wired: Bank Routing Number: SWIFT Code: Bank Address: Account Number: Account Name: Date: By: Name: Title: * Must be a whole number. Subject to the terms of the Warrant Agreement, the undersigned Holder of the Warrant identified below assigns (check one): ☐ all of the Underlying Shares of the Warrant ☐ * Underlying Shares of the Warrant identified by Certificate No. , and all rights thereunder, to: Name: Address: Social security or tax identification number: and irrevocably appoints: as agent to transfer said Note the within Warrant on the books of the Company with full power of substitution in the premisesCompany. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Note occurring prior The agent may substitute another to ______________, the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:
o (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit F to the Indenture is being furnished herewith.
o (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
o (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing boxes is checked, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfiedact for him/her. Date: Seller By NOTICEBy: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particularName: Title: * Must be a whole number. THE OFFER AND SALE OF THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, without alteration or any change whatsoeverAS AMENDED (THE “SECURITIES ACT”), AND THIS SECURITY AND SUCH SHARES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT; OR (B) PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. Signature Guarantee:5 By To be executed by an executive officer 5 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the RegistrarTRANSFERS, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition toPLEDGES OR OTHER DISPOSITIONS HEREOF, or in substitution forOR OF ANY BENEFICIAL INTEREST HEREIN, STAMPARE SUBJECT TO RESTRICTIONS SET FORTH IN THE WARRANT AGREEMENT REFERRED TO HEREIN. ANY PURPORTED TRANSFER, all in accordance with the Securities Exchange Act of 1934, as amended.PLEDGE OR OTHER DISPOSITION IN VIOLATION OF SUCH RESTRICTIONS WILL BE VOID AND OF NO FORCE OR EFFECT. Bank Routing Number: [***] SWIFT Code: [***] Bank Address: [***] Account Number: [***] Account Name: [***]
Appears in 1 contract
Abbreviations. Customary abbreviations may be The following abbreviations, when used in the name inscription of a Holder the face of this Note, shall be construed as though they were written out in full according to applicable laws or an assignee, such asregulations. TEN-COM: TEN COM (= as tenants in common), TEN ENT (= common TEN-ENT: as tenants by the entireties), JT entireties UNIF GIFT MIN ACT Uniform Gifts to Minors Act Cust Custodian JT-TEN (= as joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= under Uniform Gifts to Minors Act)Act Additional abbreviations may also be used though not in the above list. The Company will furnish Piedmont Office Realty Trust, Inc., a copy of Maryland Corporation (hereinafter referred to as the Indenture “Guarantor,” which term includes any successor under the Indenture, referred to any Holder upon written request and without charge. FOR VALUE RECEIVED the undersigned registered holder hereby sell(sbelow), assign(s) hereby irrevocably and transfer(s) unto Insert Taxpayer Identification No. attorney to transfer said Note unconditionally guarantees on a senior basis on the books of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Note occurring prior to ______________, the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:
o (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit F to the Indenture is being furnished herewith.
o (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
o (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer terms set forth in this Note the Indenture the Guarantee Obligations, which include (i) the due and punctual payment of the principal of (including the Redemption Price upon redemption pursuant to the Indenture) and Interest on the 3.150% Senior Notes due 2030 (the “Notes”) of Piedmont Operating Partnership, LP, a Delaware limited partnership (the “Issuer,” which term includes any successor thereto under the Indenture), whether at the Maturity Date, upon acceleration, upon redemption or otherwise, the due and punctual payment of Interest on any overdue principal and (to the extent permitted by law) Interest on any overdue Interest on the Notes, and the Indenture. If none due and punctual performance of all other obligations of the foregoing boxes is checkedIssuer, to the Holders of the Notes or the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied. Date: Seller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee:5 By To be executed by an executive officer 5 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act terms set forth in Article 15 of 1934the Base Indenture, and (ii) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Date, by acceleration, call for redemption or otherwise. This Guarantee has been issued under and pursuant to an Indenture dated as of March 6, 2014 (the “Base Indenture”), as amendedsupplemented by a Supplemental Indenture (the “Supplemental Indenture”) dated as of August 12, 2020 (the Base Indenture, as supplemented by the Supplemental Indenture, and as it may be further amended or supplemented from time to time, the “Indenture”) among the Issuer, the Guarantor and U.S. Bank National Association, as Trustee (herein called the “Trustee,” which term includes any successor thereto under the Indenture). Terms (whether or not capitalized) that are defined in the Indenture and used but not otherwise defined in this Guarantee shall have the respective meanings ascribed thereto in the Indenture. The obligations of the Guarantor to the Holders of the Notes and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article 15 of the Base Indenture and reference is hereby made to such Indenture for the precise terms of this Guarantee. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to the Notes and all demands whatsoever. No past, present or future director, officer, employee, incorporator or stockholder (direct or indirect) of the Guarantor (or any such successor entity) as such, shall have any liability for any obligations of the Guarantor under this Guarantee or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. This is a continuing Guarantee and shall remain in full force and effect and shall be binding upon the Guarantor and its successors and assigns until full and final payment of all of the Issuer’s obligations under the Notes and Indenture or until legally discharged in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders of the Notes, and, in the event of any transfer or assignment of rights by any Holder of the Notes or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Guarantee of payment and performance and not of collection. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Guarantee is endorsed shall have been executed by the Trustee or a duly authorized authenticating agent under the Indenture by the manual signature of one of its authorized officers. The obligations of the Guarantor under this Guarantee shall be limited as provided in Article 15 of the Base Indenture to the extent necessary to ensure that it does not constitute a fraudulent conveyance under applicable law. THE TERMS OF ARTICLE 15 OF THE BASE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York.
Appears in 1 contract
Sources: Second Supplemental Indenture (Piedmont Office Realty Trust, Inc.)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act). The Company will furnish a copy of the Indenture to any Holder upon written request and without charge. FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. attorney to transfer said Note on the books of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Note occurring prior to ______________, the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:
o (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit F to the Indenture is being furnished herewith.
o (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
o (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing boxes is checked, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied. Date: Seller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee:5 By To be executed by an executive officer 5 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.By
Appears in 1 contract
Sources: Note (Neenah Foundry Co)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act). The Company will furnish a copy of the Indenture to any Holder upon written request and without charge. FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. attorney to transfer said Note on the books of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Note occurring prior to ______________6, the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:
o (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit F to the Indenture is being furnished herewith.
o (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
o (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing boxes is checked, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied. Date: Seller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. 6 One year after the date of initial issuance or a later date when purchased from an affiliate of the Company. Signature Guarantee:5 Guarantee:7 By To be executed by an executive officer 5 7 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.. If you wish to have all of this Note purchased by the Company pursuant to Section 4.07 of the Indenture, check the box below: ☐ Section 4.07 If you wish to have a portion of this Note purchased by the Company pursuant to Section 4.07 of the Indenture, state the amount (in original principal amount) below: $ ($2,000 or integral multiples of $1,000 in excess thereof, provided that any unpurchased portion of this Note must be in a minimum denomination of $2,000). Date: Your Signature: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee:1
Appears in 1 contract
Abbreviations. Customary abbreviations may be The following abbreviations, when used in the name inscription of a Holder the face of this Note, shall be construed as though they were written out in full according to applicable laws or an assignee, such as: regulations. TEN COM (= - as tenants in common), common UNIF GIFT MIN ACT -___ Custodian ___ TEN ENT (= tenants ENT- as tenant by the entireties), JT TEN (= entireties (Cust) (Minor) ▇▇ ▇▇▇- as joint tenants with right of survivorship under Uniform Gifts to Minors Act and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act). The Company will furnish a copy of the Indenture to any Holder upon written request and without charge. FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. attorney to transfer said Note on the books of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Note occurring prior to common ______________, the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:
o (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification _______________________________ Additional abbreviations may also be used though not in the form above list. TO: ON SEMICONDUCTOR CORPORATION DEUTSCHE BANK TRUST COMPANY AMERICAS The undersigned registered owner of Exhibit F this Note hereby irrevocably exercises the option to convert this Note, or the Indenture portion thereof (which is being furnished herewith.
o (2$1,000 or a multiple thereof) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act below designated, into cash and shares of 1933, as amended, provided by Regulation S thereunder, and certification in the form Common Stock of Exhibit E to the Indenture is being furnished herewith.
o (3) This Note is being transferred other than ON Semiconductor Corporation in accordance with (1) or (2) above and documents are being furnished which comply with the conditions terms of transfer set forth the Indenture referred to in this Note Note, and directs that the cash and shares issuable and deliverable upon such conversion, together with any check in payment for fractional shares and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below; provided that the Company may at its option issue one share of Common Stock in lieu of paying cash for any fractional shares. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. If none shares or any portion of the foregoing boxes is checked, the Trustee is not obligated to register this Note not converted are to be issued in the name of any Person a person other than the Holder hereof unless undersigned, the undersigned will provide the appropriate information below and until pay all transfer taxes payable with respect thereto. Any amount required to be paid by the conditions to any such transfer undersigned on account of registration set forth herein and in the Indenture have been satisfiedinterest, including Additional Interest, if any, accompanies this Note. DateDated: Seller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee:5 By To be executed by an executive officer 5 Signatures ______________________ Signature(s) Signature(s) must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Security Transfer Association Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.. Signature Guarantee Fill in the registration of shares of Common Stock if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $________________________________________ Social Security or Other Taxpayer Identification Number: _________________________________________ Book Entry Delivery to: DTC Participant Name: ______________________________ DTC Participant Number: ____________________________ Deliver Notes (if any) via Book Entry Delivery to: DTC Participant Name: ______________________________ DTC Participant Number: ____________________________ TO: ON SEMICONDUCTOR CORPORATION DEUTSCHE BANK TRUST COMPANY AMERICAS The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from ON Semiconductor Corporation (the “Company”) regarding the right of holders to elect to require the Company to repurchase the Notes upon the occurrence of a Designated Event with respect to the Company and requests and instructs the Company to repay the entire principal amount of this Note, or the portion thereof (which is $1,000 or an integral multiple thereof) below designated, in accordance with the terms of the Indenture at the price of 100% of such entire principal amount or portion thereof, together (if required under the Indenture) with accrued interest, including Additional Interest, if any, to, but excluding, the Designated Event Repurchase Date, to the registered holder hereof. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. The Notes, or applicable portion thereof, shall be repurchased by the Company pursuant to the terms and conditions specified in the Indenture. $______ principal amount of the Notes to which this Designated Event Repurchase Notice relates (if less than entire principal amount) Dated: Signature(s): NOTICE: The above signatures of the holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Note Certificate Number (if applicable): Principal amount to be repurchased (if less than all): Social Security or Other Taxpayer Identification Number:
Appears in 1 contract
Sources: Indenture (On Semiconductor Corp)
Abbreviations. Customary abbreviations may be The following abbreviations, when used in the name inscription on the face of a Holder this instrument, shall be construed as though they were written out in full according to applicable laws or an assignee, such asregulations: TEN COM (= - as tenants in common), common UNIF GIFT MIN ACT - Custodian TEN ENT (= - as tenants by the entireties), entireties (Cust) (Minor) under Uniform Gifts to Minors Act JT TEN (= - as joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act). The Company will furnish a copy of common State Additional abbreviations may also be used though not in the Indenture to any Holder upon written request and without chargeabove list. FOR VALUE RECEIVED RECEIVED, the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert (Please print or typewrite name, address including postal zip code, and Taxpayer Identification No. attorney to transfer said Note on the books Number of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Note occurring prior assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund. I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address: Dated: Signature by or on behalf of assignor Signature Guaranteed The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to , for the account of , account number___________, or, if mailed by check, to , Applicable statements should be mailed to , . This information is provided by , the undersigned confirms that such transfer is made without utilizing any general solicitation assignee named above, or general advertising and further , as follows:
o its agent. THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON. SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (“REMIC”), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”). ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OTHER CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE TRUSTEE THAT (A) SUCH TRANSFEREE IS NOT (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933THE UNITED STATES OR ANY POSSESSION THEREOF, as amended and certification in the form of Exhibit F to the Indenture is being furnished herewith.
o ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) THAT IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
o (3) This Note is being transferred other than in accordance with ANY ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (1) or ), (2) OR (3) SHALL HEREINAFTER BE REFERRED TO AS A “DISQUALIFIED ORGANIZATION”) OR (4) AN AGENT OF A DISQUALIFIED ORGANIZATION AND (B) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, AND (II) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP OF THIS CERTIFICATE. Series 2005-9 Pass-Through Rate: Variable Cut-off Date and date of Pooling and Servicing Agreement: November 1, 2005 First Distribution Date: December 27, 2005 No.1 Aggregate Certificate Principal Balance of the Class I-R Certificates as of the Issue Date: $100.45 Denomination: $100.45 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: November 30, 2005 CUSIP: 17307G K8 0 evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINSITRATOR, CITIBANK, N.A. OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES. This certifies that Citigroup Global Markets, Inc. is the registered owner of the Percentage Interest evidenced by this Certificate specified above in that certain beneficial ownership interest evidenced by all the Class I-R Certificates in the Trust Fund created pursuant to a Pooling and documents are being furnished Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which comply with term includes any successor entity under the Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of transfer set forth the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Note Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the Indentureamount required to be distributed to the Holders of Class I-R Certificates on such Distribution Date pursuant to the Agreement. If none All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the foregoing boxes is checkedPerson entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the Trustee is not obligated to register final distribution on this Note Certificate will be made after due notice by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the name Agreement. This Certificate is one of any Person other than a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Holder Series specified on the face hereof unless (herein called the “Certificates”) and until representing the conditions Percentage Interest specified above in the Class of Certificates to any such transfer which this Certificate belongs. The Certificates are limited in right of registration payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Indenture have been satisfiedAgreement. Date: Seller By NOTICE: As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans. The signature to this assignment must correspond Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee with the name as written consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the face transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the within-mentioned Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in every particularform satisfactory to the Certificate Registrar duly executed by, without alteration the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any change whatsoever. Signature Guarantee:5 By To Person using “Plan Assets” to acquire this Certificate shall be executed by an executive officer 5 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all made except in accordance with Section 5.02(c) of the Securities Exchange Act Agreement. The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of 1934the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as amendedrequested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Prior to registration of any transfer, sale or other disposition of this Certificate, the proposed transferee shall provide to the Certificate Registrar (i) an affidavit to the effect that such transferee is any Person other than a Disqualified Organization or the agent (including a broker, nominee or middleman) of a Disqualified Organization, and (ii) a certificate that acknowledges that (A) the Class R Certificates have been designated as a residual interest in a REMIC, (B) it will include in its income a pro rata share of the net income of the Trust Fund and that such income may be an “excess inclusion,” as defined in the Code, that, with certain exceptions, cannot be offset by other losses or benefits from any tax exemption, and (C) it expects to have the financial means to satisfy all of its tax obligations including those relating to holding the Class R Certificates. Notwithstanding the registration in the Certificate Register of any transfer, sale or other disposition of this Certificate to a Disqualified Organization or an agent (including a broker, nominee or middleman) of a Disqualified Organization, such registration shall be deemed to be of no legal force or effect whatsoever and such Person shall not be deemed to be a Certificateholder for any purpose, including, but not limited to, the receipt of distributions in respect of this Certificate. The Holder of this Certificate, by its acceptance hereof, shall be deemed to have consented to the provisions of Section 5.02 of the Agreement and to any amendment of the Agreement deemed necessary by counsel of the Depositor to ensure that the transfer of this Certificate to any Person other than a Permitted Transferee or any other Person will not cause any Trust Fund to cease to qualify as a REMIC or cause the imposition of a tax upon the REMIC. The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, nor any such agent shall be affected by notice to the contrary. The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 5% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date. The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust Inc., Series 2005-9)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ A (= Uniform Gifts to Minors Act). The Company will furnish a copy of the Indenture to any Holder upon written request and without charge. Requests may be made to Vanguard Health Systems, Inc; ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Boulevard, Suite 100, Nashville Tennessee 37215, Attention: Chief Financial Officer. [FORM OF TRANSFER NOTICE] FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. ---------------------------------- ---------------------------------- Please print or typewrite name and address including zip code of assignee ---------------------------------- the within Note and all rights thereunder, hereby irrevocably constituting and appointing _______________________ attorney to transfer said Note on the books of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGENDNOTES OTHER THAN EXCHANGE NOTES, TEMPORARY REGULATION S GLOBAL NOTES AND UNLEGENDED PHYSICAL NOTES] In connection with any transfer of this Note occurring prior to ______________the date which is the earlier of (i) the date the Shelf Registration Statement is declared effective or (ii) the end of the period referred to in Rule 144(k) under the Securities Act, the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:that: [Check One]
o (1a) This this Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit F to the Indenture is being furnished herewith.
o (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, 1933 provided by Regulation S Rule 144A thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.. or
o (3b) This this Note is being transferred other than in accordance with (1) or (2a) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing boxes is checked, the Trustee is or other Registrar shall not be obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 2.08 of the Indenture shall have been satisfied. Date: Seller By ____________________ _____________________________________________ NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee:5 By Guarantee: _______________________ Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee. TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933 and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: ____________________ ______________________________________________ NOTICE: To be executed by an executive officer 5 Signatures must be guaranteed OPTION OF HOLDER TO ELECT PURCHASE If you wish to have this Note purchased by an “eligible guarantor institution” meeting the requirements Company pursuant to Section 4.10 or 4.12 of the RegistrarIndenture, which requirements include membership or participation in check the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined Box: [ ] If you wish to have a portion of this Note purchased by the Registrar in addition toCompany pursuant to Section 4.10 or 4.12 of the Indenture, or in substitution for, STAMP, all in accordance with state the Securities Exchange Act of 1934, as amended.principal amount: $________________ Date: ________________
Appears in 1 contract
Sources: Indenture (VHS of Phoenix Inc)
Abbreviations. Customary abbreviations may be The following abbreviations, when used in the name inscription of a Holder the face of this Note, shall be construed as though they were written out in full according to applicable laws or an assignee, such as: regulations. TEN COM (= - as tenants in common), common UNIF GIFT MIN ACT - Custodian TEN ENT (= tenants - as tenant by the entireties), entireties (Cust) (Minor) JT TEN (= - as joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= common under Uniform Gifts to Minors Act)Act (State) Additional abbreviations may also be used though not in the above list. TO: ON SEMICONDUCTOR CORPORATION ▇▇▇▇▇ FARGO BANK, N.A. The Company will furnish undersigned registered owner of this Note hereby irrevocably exercises the option to convert this Note, or the portion thereof (which is $1,000 or a copy multiple thereof) below designated, into cash and shares of Common Stock of ON Semiconductor Corporation in accordance with the terms of the Indenture referred to in this Note, and directs that the cash and shares issuable and deliverable upon such conversion, together with any Holder upon written request check in payment for fractional shares and without charge. FOR VALUE RECEIVED any Notes representing any unconverted principal amount hereof, be issued and delivered to the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. attorney to transfer said Note on the books of hereof unless a different name has been indicated below; provided that the Company with full power may at its option issue one share of substitution Common Stock in lieu of paying cash for any fractional shares. Capitalized terms used herein but not defined shall have the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Note occurring prior meanings ascribed to ______________, the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:
o (1) This Note is being transferred to a “qualified institutional buyer” terms in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit F to the Indenture is being furnished herewith.
o (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
o (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none shares or any portion of the foregoing boxes is checked, the Trustee is not obligated to register this Note not converted are to be issued in the name of any Person a person other than the Holder hereof unless undersigned, the undersigned will provide the appropriate information below and until the conditions to any such pay all transfer of registration set forth herein and in the Indenture have been satisfiedtaxes payable with respect thereto. DateDated: Seller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee:5 By To be executed by an executive officer 5 Signatures Signature(s) Signature(s) must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Security Transfer Association Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.. Signature Guarantee Fill in the registration of shares of Common Stock if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ Social Security or Other Taxpayer Identification Number: TO: ON SEMICONDUCTOR CORPORATION ▇▇▇▇▇ FARGO BANK, N.A The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from ON Semiconductor Corporation (the “Company”) regarding the right of holders to elect to require the Company to repurchase the Notes upon the occurrence of a Designated Event with respect to the Company and requests and instructs the Company to repay the entire principal amount of this Note, or the portion thereof (which is $1,000 or an integral multiple thereof) below designated, in accordance with the terms of the Indenture at the price of 100% of such entire principal amount or portion thereof, to the registered holder hereof. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. The Notes, or applicable portion thereof, shall be repurchased by the Company pursuant to the terms and conditions specified in the Indenture. $ principal amount of the Notes to which this Designated Event Repurchase Notice relates (if less than entire principal amount) Dated: Signature(s):
Appears in 1 contract
Sources: Indenture (On Semiconductor Corp)
Abbreviations. Customary abbreviations may be The following abbreviations, when used in the name inscription of a Holder the face of this Note, shall be construed as though they were written out in full according to applicable laws or an assignee, such asregulations: TEN COM (= = as tenants in common), common UNIF GIFT MIN ACT = Uniform Gifts to Minors Act CUST = Custodian TEN ENT (= = as tenants by the entireties), entireties JT TEN (= = joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act)common Additional abbreviations may also be used though not in the above list. The Company will furnish initial principal amount of this Global Note is $[●]. The following increases or decreases in this Global Note have been made: To: MannKind Corporation The undersigned registered owner of this Note hereby exercises the option to convert this Note, or the portion hereof (that is $1,000 principal amount or a copy multiple thereof) below designated, and the Company, at its election, may deliver shares of Common Stock (together with cash in lieu of fractional shares) in accordance with the terms of the Indenture referred to in this Note, and directs that any shares of Common Stock issuable and deliverable upon such conversion, and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered Holder upon written request and without chargehereof unless a different name has been indicated below. FOR VALUE RECEIVED If any shares of Common Stock or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Any amount required to be paid to the undersigned on account of interest accompanies this Note. Dated: Signature(s) Signature Guarantee Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of Common Stock are to be issued, or Notes to be delivered, other than to and in the name of the registered holder Holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered Holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification Number To: MannKind Corporation The undersigned registered owner of this Note hereby acknowledges receipt of a notice from MannKind Corporation (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company, offering to purchase the Notes and specifying the Fundamental Change Purchase Date. The undersigned registered owner of this Note hereby accepts the Company’s offer to purchase the Notes and instructs the Company to pay to the registered Holder hereof in accordance with the applicable provisions of the Indenture referred to in this Note the entire principal amount of this Note, or the portion thereof (that is $1,000 principal amount or a multiple thereof) below designated. In the case of certificated Notes, the certificate numbers of the Notes to be purchased are as set forth below: Dated: Signature(s) Social Security or Other Taxpayer Identification Number Principal amount to be repaid (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. For value received hereby sell(s), assign(s) and transfer(s) unto Insert (Please insert social security or Taxpayer Identification No. Number of assignee) the within Note, and hereby irrevocably constitutes and appoints attorney to transfer the said Note on the books of the Company Company, with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this the within Note occurring prior to ______________the Resale Restriction Termination Date, as defined in the Indenture governing such Note, the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:
o (1) This Note is being transferred transferred: ¨ To MannKind Corporation or a subsidiary thereof; or ¨ Pursuant to a “qualified institutional buyer” the registration statement that has become or been declared effective under the Securities Act of 1933, as amended; or ¨ Pursuant to and in compliance with Rule 144A under the Securities Act of 1933, as amended amended; or ¨ Pursuant to and certification in the form of Exhibit F to the Indenture is being furnished herewith.
o (2) This Note is being transferred to a Non-U.S. Person in compliance with Rule 144 under the Securities Act of 1933, as amended; or ¨ Pursuant to another available exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
o (3. Dated: Signature(s) This Note is being transferred other than in accordance with (1Signature Guarantee Signature(s) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing boxes is checked, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied. Date: Seller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee:5 By To be executed by an executive officer 5 Signatures must be guaranteed by an “eligible guarantor institution” meeting Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if Notes are to be delivered, other than to and in the requirements name of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amendedregistered Holder.
Appears in 1 contract
Sources: Indenture (Mannkind Corp)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act). The Company will furnish a A copy of the Indenture to any Holder Warrant Agreement may be obtained by the holder hereof upon written request and without chargeto the Company. FOR VALUE RECEIVED The undersigned hereby irrevocably elects to convert this Warrant into shares of Common Stock (before giving effect to the undersigned registered holder hereby sell(s), assign(scashless exercise provisions) and transfer(s) unto Insert Taxpayer Identification No. attorney herewith agrees to transfer said Note make payment therefor pursuant to the cashless exercise provisions of the Warrant Agreement, all on the books of terms and the Company with full power of substitution conditions specified in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Note occurring prior to ______________, the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:
o (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit F to the Indenture is being furnished herewith.
o (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
o (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note Warrant Certificate and the IndentureWarrant Agreement. If none of the foregoing boxes is checked, the Trustee is not obligated to register this Note The undersigned requests that a certificate for such shares be registered in the name of any Person other , whose address is and that such shares be delivered to , whose address is . If said number of shares is less than all of the Holder hereof unless and until shares of Common Stock purchasable hereunder, the conditions to any undersigned requests that a new Warrant Certificate representing the remaining balance of such transfer of registration set forth herein and shares be registered in the Indenture have been satisfiedname of , whose address is , and that such Warrant Certificate be delivered to whose address is . Signature Date: Seller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee:5 By To be executed by an executive officer 5 Guaranteed Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the RegistrarWarrant Agent, which requirements include membership or participation in the Securities Security Transfer Association Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar Warrant Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.. The following exchanges of a part of this Global Warrant have been made: FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto (the “Assignee”) (Please type or print block letters) (Please print or typewrite name and address including zip code of assignee) the within Warrant and all rights thereunder, hereby irrevocably constituting and appointing attorney to transfer said Warrant on the books of the Company with full power of substitution in the premises. Seller By
Appears in 1 contract
Abbreviations. Customary abbreviations may be The following abbreviations, when used in the name inscription of a Holder the face of this Note, shall be construed as though they were written out in full according to applicable laws or an assignee, such as: regulations. TEN COM (= - as tenants in common), common UNIF GIFT MIN ACT -___ Custodian ___ TEN ENT (= tenants - as tenant by the entireties), entireties (Cust) (Minor) JT TEN (= - as joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= common under Uniform Gifts to Minors Act). The Company will furnish a copy of the Indenture to any Holder upon written request and without charge. FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. attorney to transfer said Note on the books of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Note occurring prior to Act ______________, ______________ (State) Additional abbreviations may also be used though not in the undersigned confirms that such transfer is made without utilizing above list. The Guarantor listed below (hereinafter referred to as the “Guarantor,” which term includes any general solicitation successors or general advertising and further as follows:
o (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A assigns under the Securities Act Indenture dated as of 1933August 3, 2005, between Commonwealth Telephone Enterprises, Inc. (the “Company”) and The Bank of New York, as trustee (herein called the “Trustee”) (the “Base Indenture”), as amended by the First Supplemental Indenture dated as of March 8, 2007 among the Company, Citizens Communications Company, a Delaware corporation (“Citizens”) and certification the Trustee (the “First Supplemental Indenture”, and together with the Base Indenture, the “Indenture”), has irrevocably and unconditionally guaranteed on a senior basis the Guarantee Obligations (as defined in Section 6.01 of the form First Supplemental Indenture), which include (i) the due and punctual payment of Exhibit F the principal of and interest on the 2005 Series A 3¼% Convertible Notes due 2023 (the “Notes”) of the Company, whether at maturity, by acceleration, call for redemption, upon a repurchase or otherwise, the due and punctual payment of interest on the overdue principal and (to the Indenture is being furnished herewith.
o (2extent permitted by law) This Note is being transferred to a Non-U.S. Person in compliance with interest on any interest on the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunderNotes, and certification in the form due and punctual performance of Exhibit E all other obligations of the Company, to the Indenture is being furnished herewith.
o (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none Holders of the foregoing boxes is checked, Notes or the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied. Date: Seller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee:5 By To be executed by an executive officer 5 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act terms set forth in Article 6 of 1934the First Supplemental Indenture, as amendedand (ii) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration, call for redemption, upon a repurchase or otherwise. The obligations of the Guarantor to the Holders of the Notes and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article 6 of the First Supplemental Indenture and reference is hereby made to such First Supplemental Indenture for the precise terms of this Guarantee. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require a proceeding first against the Company, the benefit of discussion, protest or notice with respect to the Notes and all demands whatsoever. This is a continuing Guarantee and shall remain in full force and effect and shall be binding upon the Guarantor and its successors and assigns until full and final payment of all of the Company’s obligations under the Notes and Indenture or until legally discharged in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders of the Notes, and, in the event of any transfer or assignment of rights by any Holder of the Notes or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Guarantee of payment and performance and not of collectibility. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual or facsimile signature of one of its authorized officers. The obligations of the Guarantor under this Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law. THE TERMS OF ARTICLE 6 OF THE FIRST SUPPLEMENTAL INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. Capitalized terms used herein have the same meanings given in the Indenture unless otherwise indicated.
Appears in 1 contract
Sources: First Supplemental Indenture (Citizens Communications Co)
Abbreviations. Customary abbreviations may be The following abbreviations, when used in the name inscription of a Holder the face of this Debenture, shall be construed as though they were written out in full according to applicable laws or an assignee, such as: regulations. TEN COM (= as tenants in common), common UNIF GIFT MIN ACT -___Custodian___ TEN ENT (= tenants as tenant by the entireties), entireties (Cust) (Minor) JT TEN (= as joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= common under Uniform Gifts to Minors Act)Act Additional abbreviations may also be used though not in the above list. TO: COMMSCOPE, INC. U.S. BANK NATIONAL ASSOCIATION The Company will furnish undersigned registered owner of this Debenture hereby irrevocably exercises the option to convert this Debenture, or the portion thereof (which is $1,000 or a copy multiple thereof) below designated, into shares of Common Stock of CommScope, Inc. in accordance with the terms of the Indenture referred to in this Debenture, and directs that the shares issuable and deliverable upon such conversion, together with any Holder upon written request check in payment for fractional shares and without chargeany Debentures representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. FOR VALUE RECEIVED Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. If shares or any portion of this Debenture not converted are to be issued in the name of a person other than the undersigned, the undersigned registered holder hereby sell(s), assign(s) will provide the appropriate information below and transfer(s) unto Insert Taxpayer Identification Nopay all transfer taxes payable with respect thereto. attorney Any amount required to transfer said Note be paid by the undersigned on the books account of the Company with full power of substitution in the premisesinterest accompanies this Debenture. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Note occurring prior to Dated: ______________, the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:
o (1______________ Signature(s) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit F to the Indenture is being furnished herewith.
o (2Signature(s) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
o (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing boxes is checked, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied. Date: Seller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee:5 By To be executed by an executive officer 5 Signatures must be guaranteed by an “"eligible guarantor institution” " meeting the requirements of the Debenture Registrar, which requirements include membership or participation in the Securities Security Transfer Association Agent Medallion Program (“"STAMP”") or such other “"signature guarantee program” " as may be determined by the Debenture Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.. Signature Guarantee Fill in the registration of shares of Common Stock if to be issued, and Debentures if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $_______________________________ Social Security or Other Taxpayer Identification Number: ________________________________ TO: COMMSCOPE, INC. U.S. BANK NATIONAL ASSOCIATION Pursuant to the terms of the Indenture and the Debentures, the undersigned registered owner of this Debenture hereby irrevocably acknowledges receipt of a notice from CommScope, Inc. (the "Company") as to the occurrence of a Designated Event with respect to the Company and requests and instructs the Company to repurchase the entire principal amount of this Debenture, or the portion thereof (which is $1,000 or a multiple thereof) below designated, in accordance with the terms of the Indenture referred to in this Debenture at the price of 100% of such entire principal amount or portion thereof, together with accrued and unpaid Interest to, but excluding, the Designated Event Repurchase Date, to the registered holder hereof. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. The Debentures shall be repurchased by the Company as of the Designated Event Repurchase Date pursuant to the terms and conditions specified in the Debentures and the Indenture. Dated: Signature(s)
Appears in 1 contract
Sources: Indenture (Commscope Inc)
Abbreviations. Customary abbreviations may be The following abbreviations, when used in the name inscription on the face of a Holder this instrument, shall be construed as though they were written out in full according to applicable laws or an assignee, such asregulations: TEN COM (= - as tenants in common), common UNIF GIFT MIN ACT - Custodian TEN ENT (= - as tenants by the entireties), entireties (Cust) (Minor) under Uniform Gifts to Minors Act JT TEN (= - as joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act). The Company will furnish a copy of common State Additional abbreviations may also be used though not in the Indenture to any Holder upon written request and without chargeabove list. FOR VALUE RECEIVED RECEIVED, the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert (Please print or typewrite name, address including postal zip code, and Taxpayer Identification No. attorney to transfer said Note on the books Number of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Note occurring prior assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund. I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address: Dated: Signature by or on behalf of assignor Signature Guaranteed The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to , for the account of , account number___________, or, if mailed by check, to , Applicable statements should be mailed to , . This information is provided by , the undersigned confirms assignee named above, or , as its agent. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”). THIS CERTIFICATE IS SUBORDINATE TO THE GROUP II SENIOR CERTIFICATES, THE GROUP II-B1 CERTIFICATES, THE GROUP II-B2 CERTIFICATES, THE GROUP II-B3 CERTIFICATES, THE GROUP II-B4 CERTIFICATES AND THE GROUP II-B5 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. Series 2005-9 Pass-Through Rate: Variable Cut-off Date and date of Pooling and Servicing Agreement: November 1, 2005 First Distribution Date: December 27, 2005 No. 1 Aggregate Certificate Principal Balance of the Class II-B6 Certificates as of the Issue Date: $578,849.00 Denomination: $578,849.00 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: November 30, 2005 CUSIP: 17307G T3 2 DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE. evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, CITIBANK, N.A. THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES. This certifies that Cede & Co. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class II-B6 Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class II-B6 Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class II-B6 Certificates on such Distribution Date pursuant to the Agreement. All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which this certificate belongs. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans. The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee nor any such agent shall be affected by notice to the contrary. The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date. No transfer of this Certificate shall be made unless the transfer is made without utilizing any general solicitation or general advertising and further as follows:
o (1) This Note is being transferred to a “qualified institutional buyer” in compliance with as defined under Rule 144A under the Securities Act of 1933, as amended (the “1933 Act”), in a transaction that is exempt from the registration requirements of the 1933 Act and certification that does not require registration or qualification under applicable state securities laws. In the event that a transfer of this Certificate is to be made, the Certificate Registrar shall require receipt of written certifications from the Holder of the Certificate desiring to effect the transfer, and from such Holder's prospective transferee, substantially in the form of Exhibit F forms attached to the Indenture Agreement as Exhibit F-1. None of the Depositor or the Trustee is being furnished herewith.
o (2) This Note is being transferred obligated to a Non-U.S. Person in compliance with register or qualify the exemption from registration Class of Certificates specified on the face hereof under the Securities 1933 Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of 1933such Certificates without registration or qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to indemnify the Trustee, as amendedthe Depositor, provided by Regulation S thereunderthe Trust Administrator, the Certificate Registrar, the Paying Agent, the Authenticating Agent and certification in the form of Exhibit E to Master Servicer against any liability that may result if the Indenture transfer is being furnished herewith.
o (3) This Note not so exempt or is being transferred other than not made in accordance with (1) such federal and state laws. No transfer of this Certificate to a Plan subject to ERISA or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none Section 4975 of the foregoing boxes is checkedCode, the Trustee is not obligated to register this Note in the name any Person acting, directly or indirectly, on behalf of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied. Date: Seller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration Plan or any change whatsoever. Signature Guarantee:5 By To person using Plan Assets to acquire this Certificate shall be executed by an executive officer 5 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all made except in accordance with Section 5.02(c) of the Securities Exchange Act Agreement. The recitals contained herein shall be taken as statements of 1934the Depositor, as amendedand the Trustee assumes no responsibility for their correctness. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust Inc., Series 2005-9)
Abbreviations. Customary abbreviations may be The following abbreviations, when used in the name inscription of a Holder the face of this instrument, shall be construed as though they were written out in full according to applicable laws or an assignee, such asregulations: TEN COM (= TEN ENT - - as tenants in common), TEN ENT (= common as tenants by the entireties), entireties UNIF GIFT MIN Act ___ Custodian___ (cust) (Minor) JT TEN (= - as joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= common Under Uniform Gifts to Minors Act)Act (State) Additional abbreviations may also be used though not in the above list. The Company will furnish a copy Please insert social security or other identifying number of assignee / / PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE the Indenture to any Holder upon written request within Security and without charge. FOR VALUE RECEIVED the undersigned registered holder all rights thereunder, hereby sell(s), assign(s) irrevocably constituting and transfer(s) unto Insert Taxpayer Identification No. attorney appointing Attorney to transfer said Note Security on the books of the Company Company, with full power of substitution in the premises. [THE FOLLOWING PROVISION Dated: TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection COMPLETED ONLY IF THIS SECURITY IS REPAYABLE AT THE OPTION OF THE HOLDER AND THE HOLDER ELECTS TO EXERCISE SUCH RIGHTS The undersigned hereby irrevocably requests and instructs the Company to repay the attached Security (or portion thereof specified below) pursuant to its terms at a price equal to 100% of the principal amount thereof together in the case of any such repayment with any transfer interest to the Repayment Date, to the undersigned at . For the Security to be repaid at the option of this Note occurring the Holder, the paying agent must receive as its corporate trust office, at least 30 days but not more than 60 days prior to ______________the Repayment Date on which the Security is to be repaid, (i) the undersigned confirms that such transfer is made without utilizing any general solicitation Security together with this “Option to Elect Repayment” form duly completed or general advertising and further as follows:
o (1ii) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under telegram, telex, facsimile transmission or a letter from a member of a national securities exchange, or the Securities Act of 1933Financial Industry Regulatory Authority, as amended and certification Inc. or a commercial bank or trust company in the form of Exhibit F to the Indenture is being furnished herewith.
o (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
o (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set United States setting forth in this Note and the Indenture. If none of the foregoing boxes is checked, the Trustee is not obligated to register this Note in the name of any Person other the Holder of the Security, the principal amount of the Security, the principal amount of the Security to be repaid, the certificate number or a description of the tenor and terms of the Security, a statement that the option to elect repayment is being exercised thereby and a guarantee that the Security, together with this duly completed form entitled “Option to Elect Repayment” on the reverse of the Security, will be received by the paying agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter, provided, however, that such telegram, telex, facsimile transmission or letter shall be effective only if the Security with such form duly completed are received by the paying agent by such fifth Business Day. If less than the entire principal amount of the attached Security is to be repaid, specify the portion thereof which the Holder hereof unless elects to have repaid: ; and until specify the conditions denomination or denominations (which shall be an Authorized Denomination) of the Security or Securities to any such transfer be issued to the Holder for the portion of registration set forth herein and the within Security not being repaid (in the Indenture have been satisfiedabsence of any specification, one such Security will be issued for the portion not being repaid): . Date: Seller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee:5 By To be executed by an executive officer 5 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.Dated:
Appears in 1 contract
Sources: Depositary Security Agreement (National Rural Utilities Cooperative Finance Corp /Dc/)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) ), and U/G/M/A/ A (= Uniform Gifts to Minors Act). The Company will furnish a copy of the Indenture to any Holder Holder, upon written request and without charge, a copy of the Indenture. FOR VALUE RECEIVED Requests may be made to: Beazer Homes USA, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇-▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Secretary SUBSIDIARY GUARANTEE For value received, each of the undersigned registered holder hereby sell(s)hereby, assign(s) jointly and transfer(s) unto Insert Taxpayer Identification No. attorney severally, unconditionally guarantees to transfer said the Holder of this Note the payments of principal of, premium, if any, and interest on this Note in the amounts and at the time when due and interest on the books overdue principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or performance of all other obligations of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Note occurring prior to ______________, the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:
o (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933Indenture or the Notes, as amended and certification in the form of Exhibit F to the Indenture is being furnished herewith.
o (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act Holder of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
o (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing boxes is checked, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied. Date: Seller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee:5 By To be executed by an executive officer 5 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMPTrustee, all in accordance with and subject to the Securities Exchange Act terms and limitations of 1934this Note, as amended.Article 11 of the Indenture and this Subsidiary Guarantee. This Subsidiary Guarantee will become effective in accordance with Article 11 of the Indenture and its terms shall be evidenced therein. The validity and enforceability of any Subsidiary Guarantee shall not be affected by the fact that it is not affixed to any particular Note. The obligations of the undersigned to the Holders of Notes and to the Trustee pursuant to the Subsidiary Guarantee and the Indenture are expressly set forth in Article 11 of the Indenture and reference is hereby made to the Indenture for the precise terms of the Subsidiary Guarantee and all of the other provisions of the Indenture to which this Subsidiary Guarantee relates. This Subsidiary Guarantee is subject to release upon the terms set forth in the Indenture. BEAZER HOMES CORP. BEAZER/▇▇▇▇▇▇▇ REALTY, INC. BEAZER HOMES SALES ARIZONA INC. BEAZER REALTY CORP. ▇▇▇▇▇▇ HOMES REALTY, INC. BEAZER MORTGAGE CORPORATION BEAZER HOMES HOLDINGS CORP. BEAZER HOMES TEXAS HOLDINGS, INC. BEAZER HOMES TEXAS, L.P., By: ----------------------- Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: An Authorized Officer of Each of the Subsidiary Guarantors OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Company pursuant to Section 4.11, 4.16 or 4.20 of the Indenture, check the box below: |_| Section 4.11 (Excess Proceeds Offer)
Appears in 1 contract
Sources: Indenture (Beazer Homes Texas Lp)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ A (= Uniform Gifts to Minors Act). The Company will furnish a copy of the Indenture to any Holder upon written request and without chargecharge a copy of the Indenture. Requests may be made to Baytex Energy Ltd, 205-5th Avenue S.W., Suite 2200, Calgary, Alberta, Canada T2P 2V7, Attention: Chief Financial Officer. [FORM OF TRANSFER NOTICE] FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification NoINSERT TAXPAYER IDENTIFICATION NO. (Please print or typewrite name and address including zip code of assignee) the within Security and all rights thereunder, hereby irrevocably constituting and appointing attorney to transfer said Note such Security on the books of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGENDEXCEPT PERMANENT OFFSHORE PHYSICAL CERTIFICATES] In connection with any transfer of this Note Security occurring prior to ________the date which is the earlier of the date of an effective Registration Statement or ______, 2005 the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:that: [CHECK ONE]
o (1a) This Note this Security is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit F to the Indenture is being furnished herewith.
o (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S Rule 144A thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.. OR
o (3b) This Note this Security is being transferred other than in accordance with (1) or (2a) above and documents are being furnished which comply with the conditions of transfer set forth in this Note Security and the Indenture. If none of the foregoing boxes is checked, the Trustee is or other Registrar shall not be obligated to register this Note Security in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 307 of the Indenture shall have been satisfied. Date: Seller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee:5 By To be executed by an executive officer 5 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.____________________
Appears in 1 contract
Sources: Indenture (Baytex Energy LTD)
Abbreviations. Customary abbreviations may be The following abbreviations, when used in the name inscription on the face of a Holder this instrument, shall be construed as though they were written out in full according to applicable laws or an assignee, such asregulations: TEN COM (= - as tenants in common), common UNIF GIFT MIN ACT - Custodian TEN ENT (= - as tenants by the entireties), entireties (Cust) (Minor) under Uniform Gifts to Minors Act JT TEN (= - as joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act). The Company will furnish a copy of the Indenture to any Holder upon written request and without charge. FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. attorney to transfer said Note on the books of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Note occurring prior to common _________________ State Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned confirms that hereby sell(s), assign(s) and transfer(s) unto (Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund. I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address: _____________________________________________________________________________. Dated: Signature by or on behalf of assignor Signature Guaranteed The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to , for the account of , account number___________, or, if mailed by check, to , Applicable statements should be mailed to , . This information is made without utilizing any general solicitation provided by , the assignee named above, or general advertising and further , as follows:
o its agent. THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON. SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (“REMIC”), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”). ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OTHER CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE TRUSTEE THAT (A) SUCH TRANSFEREE IS NOT (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933THE UNITED STATES OR ANY POSSESSION THEREOF, as amended and certification in the form of Exhibit F to the Indenture is being furnished herewith.
o ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) THAT IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
o (3) This Note is being transferred other than in accordance with ANY ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (1) or ), (2) OR (3) SHALL HEREINAFTER BE REFERRED TO AS A “DISQUALIFIED ORGANIZATION”) OR (4) AN AGENT OF A DISQUALIFIED ORGANIZATION AND (B) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, AND (II) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP OF THIS CERTIFICATE. Series 2005-3 Pass-Through Rate: Variable Cut-off Date and date of Pooling and Servicing Agreement: July 1, 2005 First Distribution Date: August 25, 2005 No.1 Aggregate Certificate Principal Balance of the Class III-R Certificates as of the Issue Date: $100.00 Denomination: $100.00 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: July 29, 2005 CUSIP: 17307G TX 6 evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINSITRATOR, CITIBANK, N.A. OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES. This certifies that Citigroup Global Markets, Inc. is the registered owner of the Percentage Interest evidenced by this Certificate specified above in that certain beneficial ownership interest evidenced by all the Class III-R Certificates in the Trust Fund created pursuant to a Pooling and documents are being furnished Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which comply with term includes any successor entity under the Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of transfer set forth the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Note Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the Indentureamount required to be distributed to the Holders of Class III-R Certificates on such Distribution Date pursuant to the Agreement. If none All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the foregoing boxes is checkedPerson entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the Trustee is not obligated to register final distribution on this Note Certificate will be made after due notice by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the name Agreement. This Certificate is one of any Person other than a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Holder Series specified on the face hereof unless (herein called the “Certificates”) and until representing the conditions Percentage Interest specified above in the Class of Certificates to any such transfer which this Certificate belongs. The Certificates are limited in right of registration payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Indenture have been satisfiedAgreement. Date: Seller By NOTICE: As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans. The signature to this assignment must correspond Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee with the name as written consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the face transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the within-mentioned Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in every particularform satisfactory to the Certificate Registrar duly executed by, without alteration the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any change whatsoever. Signature Guarantee:5 By To Person using “Plan Assets” to acquire this Certificate shall be executed by an executive officer 5 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all made except in accordance with Section 5.02(c) of the Securities Exchange Act Agreement. The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of 1934the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as amendedrequested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Prior to registration of any transfer, sale or other disposition of this Certificate, the proposed transferee shall provide to the Certificate Registrar (i) an affidavit to the effect that such transferee is any Person other than a Disqualified Organization or the agent (including a broker, nominee or middleman) of a Disqualified Organization, and (ii) a certificate that acknowledges that (A) the Class R Certificates have been designated as a residual interest in a REMIC, (B) it will include in its income a pro rata share of the net income of the Trust Fund and that such income may be an “excess inclusion,” as defined in the Code, that, with certain exceptions, cannot be offset by other losses or benefits from any tax exemption, and (C) it expects to have the financial means to satisfy all of its tax obligations including those relating to holding the Class R Certificates. Notwithstanding the registration in the Certificate Register of any transfer, sale or other disposition of this Certificate to a Disqualified Organization or an agent (including a broker, nominee or middleman) of a Disqualified Organization, such registration shall be deemed to be of no legal force or effect whatsoever and such Person shall not be deemed to be a Certificateholder for any purpose, including, but not limited to, the receipt of distributions in respect of this Certificate. The Holder of this Certificate, by its acceptance hereof, shall be deemed to have consented to the provisions of Section 5.02 of the Agreement and to any amendment of the Agreement deemed necessary by counsel of the Depositor to ensure that the transfer of this Certificate to any Person other than a Permitted Transferee or any other Person will not cause any Trust Fund to cease to qualify as a REMIC or cause the imposition of a tax upon the REMIC. The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, nor any such agent shall be affected by notice to the contrary. The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in a Collateral Pool and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 5% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date. The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust Inc)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act). The Company will furnish a copy of the Indenture to any Holder upon written request and without charge. FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. attorney to transfer said Note on the books of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] LEGEND In connection with any transfer of this Note occurring prior to ______________, the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:
o (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit F to the Indenture is being furnished herewith.
o (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
o (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing boxes is checked, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied. Date: Seller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee:5 By To be executed by an executive officer 5 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.By
Appears in 1 contract
Sources: Indenture (Sandridge Energy Inc)
Abbreviations. Customary abbreviations may be The following abbreviations, when used in the name inscription on the face of a Holder this instrument, shall be construed as though they were written out in full according to applicable laws or an assignee, such asregulations: TEN COM (= - as tenants in common), common UNIF GIFT MIN ACT - Custodian TEN ENT (= - as tenants by the entireties), entireties (Cust) (Minor) under Uniform Gifts to Minors Act JT TEN (= - as joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act). The Company will furnish a copy of common State Additional abbreviations may also be used though not in the Indenture to any Holder upon written request and without chargeabove list. FOR VALUE RECEIVED RECEIVED, the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert (Please print or typewrite name, address including postal zip code, and Taxpayer Identification No. attorney to transfer said Note on the books Number of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Note occurring prior assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund. I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address: Dated: Signature by or on behalf of assignor Signature Guaranteed The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to , for the account of , account number___________, or, if mailed by check, to , Applicable statements should be mailed to , . This information is provided by , the undersigned confirms that such transfer is made without utilizing any general solicitation assignee named above, or general advertising and further , as follows:
o its agent. THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON. SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (“REMIC”), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”). ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OTHER CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE TRUSTEE THAT (A) SUCH TRANSFEREE IS NOT (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933THE UNITED STATES OR ANY POSSESSION THEREOF, as amended and certification in the form of Exhibit F to the Indenture is being furnished herewith.
o ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) THAT IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
o (3) This Note is being transferred other than in accordance with ANY ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (1) or ), (2) OR (3) SHALL HEREINAFTER BE REFERRED TO AS A “DISQUALIFIED ORGANIZATION”) OR (4) AN AGENT OF A DISQUALIFIED ORGANIZATION AND (B) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, AND (II) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP OF THIS CERTIFICATE. Series 2005-9 Pass-Through Rate: 5.50% Cut-off Date and date of Pooling and Servicing Agreement: November 1, 2005 First Distribution Date: December 27, 2005 No.1 Aggregate Certificate Principal Balance of the Class II-R Certificates as of the Issue Date: $102.05 Denomination: $102.05 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: November 30, 2005 CUSIP: 17307G N9 5 evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINSITRATOR, CITIBANK, N.A. OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES. This certifies that Citigroup Global Markets, Inc. is the registered owner of the Percentage Interest evidenced by this Certificate specified above in that certain beneficial ownership interest evidenced by all the Class II-R Certificates in the Trust Fund created pursuant to a Pooling and documents are being furnished Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which comply with term includes any successor entity under the Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of transfer set forth the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Note Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the Indentureamount required to be distributed to the Holders of Class II-R Certificates on such Distribution Date pursuant to the Agreement. If none All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the foregoing boxes is checkedPerson entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the Trustee is not obligated to register final distribution on this Note Certificate will be made after due notice by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the name Agreement. This Certificate is one of any Person other than a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Holder Series specified on the face hereof unless (herein called the “Certificates”) and until representing the conditions Percentage Interest specified above in the Class of Certificates to any such transfer which this Certificate belongs. The Certificates are limited in right of registration payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Indenture have been satisfiedAgreement. Date: Seller By NOTICE: As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans. The signature to this assignment must correspond Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee with the name as written consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the face transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the within-mentioned Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in every particularform satisfactory to the Certificate Registrar duly executed by, without alteration the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any change whatsoever. Signature Guarantee:5 By To Person using “Plan Assets” to acquire this Certificate shall be executed by an executive officer 5 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all made except in accordance with Section 5.02(c) of the Securities Exchange Act Agreement. The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of 1934the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as amendedrequested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Prior to registration of any transfer, sale or other disposition of this Certificate, the proposed transferee shall provide to the Certificate Registrar (i) an affidavit to the effect that such transferee is any Person other than a Disqualified Organization or the agent (including a broker, nominee or middleman) of a Disqualified Organization, and (ii) a certificate that acknowledges that (A) the Class R Certificates have been designated as a residual interest in a REMIC, (B) it will include in its income a pro rata share of the net income of the Trust Fund and that such income may be an “excess inclusion,” as defined in the Code, that, with certain exceptions, cannot be offset by other losses or benefits from any tax exemption, and (C) it expects to have the financial means to satisfy all of its tax obligations including those relating to holding the Class R Certificates. Notwithstanding the registration in the Certificate Register of any transfer, sale or other disposition of this Certificate to a Disqualified Organization or an agent (including a broker, nominee or middleman) of a Disqualified Organization, such registration shall be deemed to be of no legal force or effect whatsoever and such Person shall not be deemed to be a Certificateholder for any purpose, including, but not limited to, the receipt of distributions in respect of this Certificate. The Holder of this Certificate, by its acceptance hereof, shall be deemed to have consented to the provisions of Section 5.02 of the Agreement and to any amendment of the Agreement deemed necessary by counsel of the Depositor to ensure that the transfer of this Certificate to any Person other than a Permitted Transferee or any other Person will not cause any Trust Fund to cease to qualify as a REMIC or cause the imposition of a tax upon the REMIC. The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, nor any such agent shall be affected by notice to the contrary. The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date. The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust Inc., Series 2005-9)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act). The Company will furnish a copy of the Indenture to any Holder upon written request and without charge. FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. attorney to transfer said Note on the books of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Note occurring prior to ______________, ,3 the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:
o (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit F to the Indenture is being furnished herewith.
o (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
o (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing boxes is checked, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied. Date: Seller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned within‑mentioned instrument in every particular, without alteration or any change whatsoever. 3 One year after the date of initial issuance or a later date when purchased from an affiliate. Signature Guarantee:5 Guarantee:4 By To be executed by an executive officer 5 4 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.. If you wish to have all of this Note purchased by the Company pursuant to Section 4.07 of the Indenture, check the box below:
Appears in 1 contract
Abbreviations. Customary abbreviations may be The following abbreviations, when used in the name inscription on the face of a Holder this instrument, shall be construed as though they were written out in full according to applicable laws or an assignee, such asregulations: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not - as tenants in common), CUST (= Custodiancommon UNIF GIFT MIN ACT - Custodian (Cust) and U/G/M/A/ (= (Minor) under Uniform Gifts to Minors Act). The Company will furnish a copy of the Indenture to any Holder upon written request and without charge. FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. attorney to transfer said Note on the books of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Note occurring prior to Act __________________ (State) TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. ASSIGNMENT FOR VALUE RECEIVED, the undersigned confirms that such transfer is made without utilizing any general solicitation hereby sell(s), assign(s) and transfer(s) unto (Please print or general advertising typewrite name and further as follows:
o (1address including postal zip code of assignee) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended Percentage Interest evidenced by the within Certificate and certification in hereby authorizes the form of Exhibit F to the Indenture is being furnished herewith.
o (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
o (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing boxes is checked, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in of such Percentage Interest to assignee on the Indenture have been satisfied. Date: Seller By NOTICE: The signature to this assignment must correspond with the name as written upon the face Certificate Register of the withinTrust. I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address: Dated: Signature by or on behalf of assignor DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to for the account of account number or, if mailed by check, to Applicable statements should be mailed to its agent. STATE OF ) ) ss.: COUNTY OF ) On the ___ th day of , 20 before me, a notary public in and for said State, personally appeared , known to me who, being by me duly sworn, did depose and say that he executed the foregoing instrument. Notary Public [Notarial Seal] EXHIBIT B COPY OF CERTIFICATE GUARANTY INSURANCE POLICY WITH RESPECT TO THE INSURED CERTIFICATES Financial Guaranty Insurance Company 125 Park Avenue New York, New York 10017 (212) 312-mentioned instrument 3000 (800) 352-0001 Policy Number: 05030039 Insured Obligations: $242,000,000 in every particularaggregate principal am▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇-▇▇▇▇ed ▇▇▇▇▇ ▇▇▇▇-▇▇ M▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Certificates, without alteration or any change whatsoever. Signature Guarantee:5 By To be executed by an executive officer 5 Signatures must be guaranteed by an Series 2005-L1, Class A (the “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMPClass A Certificates”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.)
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Indymac Residential Mortgage-Backed Trust, Series 2005-L1)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act). The Company will furnish a copy of the Indenture to any Holder upon written request and without charge. FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. attorney to transfer said Note on the books of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Note occurring prior to ______________, the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:
o (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit F E to the Indenture is being furnished herewith.
o (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
o (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing boxes is checked, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied. Date: Seller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee:5 Guarantee: By To be executed by an executive officer 5 Signatures must be guaranteed If you wish to have all of this Note purchased by an “eligible guarantor institution” meeting the requirements Company pursuant to Section 5.06 or Section 5.12 of the RegistrarIndenture, which requirements include membership or participation in check the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined box: If you wish to have a portion of this Note purchased by the Registrar Company pursuant to Section 5.06 or Section 5.12 of the Indenture, state the amount (in addition tooriginal principal amount) below: $_____________________. Date:____________ Your Signature:__________________________ (Sign exactly as your name appears on the other side of this Note) Signature Guarantee:_____________________________ The following exchanges of a part of this Global Note for Physical Notes or a part of another Global Note have been made: SUPPLEMENTAL INDENTURE dated as of among QUICKSILVER RESOURCES, or in substitution forINC., STAMPThe Subsidiary Guarantor(s) Party Hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, all in accordance with the Securities Exchange Act of 1934N.A., as amendedTrustee THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of ___________, ______, among QUICKSILVER RESOURCES INC., a Delaware corporation (the “Company”), [insert each Subsidiary Guarantor executing this Supplemental Indenture and its jurisdiction of incorporation] and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee (the “Trustee”).
Appears in 1 contract
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ A (= Uniform Gifts to Minors Act). The Company will furnish a copy of the Indenture to any Holder upon written request and without charge. FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. Please print or typewrite name and address including zip code of assignee the within Note and all rights thereunder, hereby irrevocably constituting and appointing _________________ attorney to transfer said Note on the books of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Note occurring prior to ______________, 6 the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:
o (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit F to the Indenture is being furnished herewith.
o (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
o (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing boxes is checked, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied. Date: __________________________ Seller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration altercation or any change whatsoever. Signature Guarantee:5 By ______________ 6 One year after date of initial issuance or a later date when purchased from an affiliate To be executed by an executive officer 5 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.______________
Appears in 1 contract
Sources: Indenture (Ruby Tuesday Inc)
Abbreviations. Customary abbreviations may be The following abbreviations, when used in the name inscription on the face of a Holder this instrument, shall be construed as though they were written out in full according to applicable laws or an assignee, such asregulations: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not - as tenants in common), CUST (= Custodiancommon UNIF GIFT MIN ACT - Custodian (Cust) and U/G/M/A/ (= (Minor) under Uniform Gifts to Minors Act). The Company will furnish a copy of the Indenture to any Holder upon written request and without charge. FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. attorney to transfer said Note on the books of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Note occurring prior to Act __________________ (State) TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned confirms hereby sell(s), assign(s) and transfer(s) unto __________________________________________________________________________________________ . (Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Asset Backed Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund. I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address: . Dated: Signature by or on behalf of assignor Signature Guaranteed The assignee should include the following for purposes of distribution: funds to for the account of account number or, if mailed by check, to Applicable statements should be mailed to This information is provided by assignee named above, or its agent. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”). Series 2005-NC3 Pass-Through Rate: Variable Cut-off Date and date of Pooling and Servicing Agreement: June 1, 2005 First Distribution Date: July 25, 2005 No. 1 Aggregate Certificate Principal Balance of the Class A-2 Certificates as of the Issue Date: $138,955,000.00 Denomination: $138,955,000.00 Servicer: New Century Mortgage Corporation Trustee: Deutsche Bank National Trust Company Issue Date: June 7, 2005 CUSIP: 144531 CX 6 DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE. evidencing a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, fixed-rate and adjustable-rate, first lien and second lien mortgage loans (the “Mortgage Loans”) formed and sold by THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES. This certifies that such transfer Cede & Co. is made without utilizing any general solicitation or general advertising and further the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class A-2 Certificates as follows:
o (1of the Issue Date) This Note is being transferred in that certain beneficial ownership interest evidenced by all the Class A-2 Certificates in REMIC III created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “qualified institutional buyerAgreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” in compliance with Rule 144A which term includes any successor entity under the Securities Act Agreement), the Servicer and the Trustee, a summary of 1933certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class A-2 Certificates on such Distribution Date pursuant to the Agreement. All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Trustee by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Trustee in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as amended such name and certification address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trustee for that purpose as provided in the form of Exhibit F Agreement. The Pass-Through Rate applicable to the Indenture calculation of interest payable with respect to this Certificate on any Distribution Date shall equal a rate per annum equal to the lesser of (i) the related Formula Rate for such Distribution Date and (ii) the Net WAC Pass-Through Rate for such Distribution Date. This Certificate is being furnished herewith.
o one of a duly authorized issue of Certificates designated as Asset Backed Pass-Through Certificates of the Series specified on the face hereof (2herein called the “Certificates”) This Note is being transferred to and representing a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification Percentage Interest in the form Class of Exhibit E Certificates specified on the face hereof equal to the Indenture is being furnished herewith.
o (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with denomination specified on the conditions of transfer set forth in this Note and face hereof divided by the Indenture. If none aggregate Certificate Principal Balance of the foregoing boxes is checkedClass of Certificates specified on the face hereof. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration all as more specifically set forth herein and in the Indenture have been satisfiedAgreement. Date: Seller By NOTICE: As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans. The signature to this assignment must correspond Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Servicer, the Trustee, and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicer and the Trustee with the name as written consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the face transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the within-mentioned Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Trustee as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in every particularform satisfactory to the Trustee duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable in fully registered form only without alteration coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The Depositor, the Servicer, the Trustee and any agent of the Depositor, the Servicer or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Servicer, the Trustee nor any such agent shall be affected by notice to the contrary. The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any change whatsoeveradvance with respect thereto) of the last Mortgage Loan and REO Property remaining in REMIC I and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from REMIC I of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. Signature Guarantee:5 By To The Agreement permits, but does not require, the party designated in the Agreement to purchase from REMIC I all the Mortgage Loans and all property acquired in respect of any Mortgage Loan at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans at the time of purchase being less than 10% of the sum of (i) the aggregate Stated Principal Balance of the Initial Mortgage Loans as of the Cut-off Date and (ii) the Original Pre-Funded Amount. The recitals contained herein shall be taken as statements of the Depositor and the Trustee assumes no responsibility for their correctness. Unless the certificate of authentication hereon has been executed by an executive officer 5 Signatures must the Trustee, by manual signature, this Certificate shall not be guaranteed by an “eligible guarantor institution” meeting entitled to any benefit under the requirements of the Registrar, which requirements include membership Agreement or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amendedvalid for any purpose.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Carrington Mortgage Loan Trust, Series 2005-Nc3)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act). The Company will furnish a copy of the Indenture to any Holder upon written request and without charge. FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. attorney to transfer said Note on the books of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Note occurring prior to ______________13, the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:
o (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit F to the Indenture is being furnished herewith.
o (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
o (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing boxes is checked, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied. Date: Seller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. 13 One year after the date of initial issuance or a later date when purchased from an affiliate of the Company. Signature Guarantee:5 Guarantee:14 By To be executed by an executive officer 5 14 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.. If you wish to have all of this Note purchased by the Company pursuant to Section 4.07 of the Indenture, check the box below: ☐ Section 4.07 If you wish to have a portion of this Note purchased by the Company pursuant to Section 4.07 of the Indenture, state the amount (in original principal amount) below: $_____________________ ($2,000 or integral multiples of $1,000 in excess thereof, provided that any unpurchased portion of this Note must be in a minimum denomination of $2,000). Date:____________ Your Signature:__________________________ (Sign exactly as your name appears on the other side of this Note) Signature Guarantee:1_____________________________
Appears in 1 contract
Abbreviations. Customary abbreviations may be used in the name of a Holder Securityholder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) ), and U/G/M/A/ A (= Uniform Gifts to Minors Act). 20. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Securities and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Securityholders. No representation is made as to the accuracy of such numbers either as printed on the Securities or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. The Company will furnish a copy of the Indenture to any Holder Securityholder upon written request and without chargecharge a copy of the Indenture. FOR VALUE RECEIVED Request may be made to: North Atlantic Trading Acquisition Company, Inc. c/o National Tobacco, L.P. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ EXHIBIT B Page 9 FORM OF NOTATION ON SECURITY RELATING TO SUBSIDIARY GUARANTEE SUBSIDIARY GUARANTEE
(a) the undersigned registered holder hereby sell(s)due and punctual payment of the principal, assign(s) premium, if any, and transfer(s) unto Insert Taxpayer Identification No. attorney to transfer said Note interest on the books Securities, whether at Stated Maturity or interest payment date, by acceleration, call for redemption or otherwise, (b) the due and punctual payment of interest on the overdue principal of and interest, if any, on the Securities, to the extent lawful, (c) the due and punctual performance of all other monetary Obligations of the Company under the Indenture and the Securities to the Securityholders or the Trustee, all in accordance with the terms set forth in Article 10 of the Indenture and (d) in case of any extension of time of payment or renewal of any Securities or any such Obligations, the same will be promptly paid in full power when due or performed in accordance with the terms of substitution the extension or renewal, whether at Stated Maturity by acceleration or otherwise and (ii) have agreed to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Securityholder in enforcing any rights under this Subsidiary Guarantee. The Obligations of each Guarantor to the Securityholders of Securities and to the Trustee pursuant to this Subsidiary Guarantee and the Indenture are expressly set forth in Article 10 of the Indenture and reference is hereby made to such Indenture for the precise terms of this Subsidiary Guarantee. No stockholder, officer, director or incorporator, as such, past, present or future of any Guarantor shall have any liability under this Subsidiary Guarantee by reason of his or its status as such stockholder, officer, director or incorporator. This is a continuing Subsidiary Guarantee and, except as otherwise expressly provided for in Section 10.06 of the Indenture, shall remain in full force and effect and shall be binding upon the Guarantor and its successors and assigns until full and final payment of all of the Company's Obligations under the Securities and the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Securityholders and, in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with event of any transfer or assignment of rights by any Securityholder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Subsidiary Guarantee of payment and not of collectability. This Subsidiary Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Security upon which this Note occurring prior to Subsidiary Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers. THE TERMS OF ARTICLE 10 OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. Capitalized terms used herein have the same meanings given in the Indenture unless otherwise indicated. Guarantors: NATIONAL TOBACCO COMPANY, L.P. By_______________________________ Name: Title: NORTH ATLANTIC OPERATING COMPANY, the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:
o (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933INC. By_______________________________ Name: Title: NATIONAL TOBACCO FINANCE CORPORATION By_______________________________ Name: Title: EXHIBIT B Page 11 ASSIGNMENT FORM To assign this Security, as amended and certification fill in the form of Exhibit F to the Indenture is being furnished herewith.
o below: (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
o (3) This Note is being transferred other than in accordance with (1I) or (2we) above assign and documents are being furnished which comply with transfer this Security to ------------------------------------------------------------------------------- (Insert assignee's soc. sec. or tax I.D. no.) ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- (Print or type assignee's name, address and zip code) and irrevocably appoint -------------------------------------------------------- EXHIBIT B Page 12 agent to transfer this Security on the conditions of transfer set forth in this Note and the Indenture. If none books of the foregoing boxes is checked, the Trustee is not obligated Company. The agent may substitute another to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfiedact for him. Date: Seller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee:5 By To be executed by an executive officer 5 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.:______________
Appears in 1 contract
Sources: Indenture (National Tobacco Co Lp)
Abbreviations. Customary abbreviations may be The following abbreviations, when used in the name inscription on the face of a Holder this instrument, shall be construed as though they were written out in full according to applicable laws or an assignee, such asregulations: TEN COM (= - as tenants in common), common UNIF GIFT MIN ACT - Custodian TEN ENT (= - as tenants by the entireties), entireties (Cust) (Minor) under Uniform Gifts to Minors Act JT TEN (= - as joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act). The Company will furnish a copy of common State Additional abbreviations may also be used though not in the Indenture to any Holder upon written request and without chargeabove list. FOR VALUE RECEIVED RECEIVED, the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert (Please print or typewrite name, address including postal zip code, and Taxpayer Identification No. attorney to transfer said Note on the books Number of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Note occurring prior assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund. I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address: Dated: Signature by or on behalf of assignor Signature Guaranteed The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to , for the account of , account number___________, or, if mailed by check, to , Applicable statements should be mailed to , . This information is provided by , the undersigned confirms assignee named above, or , as its agent. SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”). THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN. Series 2005-9 Pass-Through Rate: None Cut-off Date and date of Pooling and Servicing Agreement: November 1, 2005 First Distribution Date: December 27, 2005 No. 1 Aggregate Certificate Principal Balance of the Class II-P Certificates as of the Issue Date: $100.00 Denomination: $100.00 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: November 30, 2005 CUSIP: 17307J 9M 6 DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE. evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES. This certifies that such transfer Citigroup Global Markets Inc. is made without utilizing any general solicitation or general advertising and further the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class II-P Certificates as follows:
o (1of the Issue Date) This Note is being transferred in that certain beneficial ownership interest evidenced by all the Class II-P Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “qualified institutional buyerAgreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” in compliance with Rule 144A which term includes any successor entity under the Securities Act Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of 1933certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, as amended and certification the capitalized terms used herein have the meanings assigned in the form of Exhibit F Agreement. This Certificate is issued under and is subject to the Indenture terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is being furnished herewith.
o (2) bound. This Note is being transferred Certificate does not have a pass-through rate and will be entitled to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E distributions only to the Indenture is being furnished herewith.
o (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer extent set forth in the Agreement Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Note Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the Indentureamount required to be distributed to the Holders of Class II-P Certificates on such Distribution Date pursuant to the Agreement. If none All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the foregoing boxes is checkedPerson entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the Trustee is not obligated to register final distribution on this Note Certificate will be made after due notice by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the name Agreement. This Certificate is one of any Person other than a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Holder Series specified on the face hereof unless (herein called the “Certificates”) and until representing the conditions Percentage Interest specified above in the Class of Certificates to any such transfer which this Certificate belongs. The Certificates are limited in right of registration payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Indenture have been satisfiedAgreement. Date: Seller By NOTICE: As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans. The signature to this assignment must correspond Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee with the name as written consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the face transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the within-mentioned instrument Holders of any of the Certificates. As provided in every particularthe Agreement and subject to certain limitations therein set forth, without alteration the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or any change whatsoever. Signature Guarantee:5 By To be executed agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an executive officer 5 Signatures must be guaranteed by an “eligible guarantor institution” meeting assignment in the requirements form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the Registrar, which requirements include membership same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or participation transferees. The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Securities Transfer Association Medallion Program (“STAMP”) Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or such exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other “signature guarantee program” as governmental charge that may be determined by imposed in connection with any transfer or exchange of Certificates. The Depositor, the Registrar in addition toMaster Servicer, or in substitution forthe Trust Administrator, STAMPCitibank, all in accordance with N.A., the Securities Exchange Act Trustee and any agent of 1934the Depositor, as amended.the Master Servicer, the Trust Administrator, Citibank,
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust Inc., Series 2005-9)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ MIA (= Uniform Gifts to Minors Act). The Company will furnish a copy of the Indenture to any Holder upon written request and without chargecharge a copy of the Indenture. Requests may be made to AGCO Corporation, 4205 ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇tention: General Counsel. EXHIBIT "A" SENIOR SUBSIDIARY GUARANTEE
(i) the due and punctual payment of the principal of and interest on the Notes, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal and interest, if any, on the Notes, to the extent lawful, and the due and punctual performance of all other Obligations of the Company to the Holders or the Trustee all in accordance with the terms set forth in Article X of the Indenture and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. No director, officer, employee or stockholder, as such, of the Guarantor shall have any liability under the Subsidiary Guarantee. Each holder of a Note by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Subsidiary Guarantees. The Subsidiary Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Notes upon which the Subsidiary Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers. HESSTON VENTURES CORPORATION AG-CHEM MANUFACTURING CO., INC. AG-CHEM SALES CO., INC. AG-CHEM EQUIPMENT INTERNATIONAL, INC. LOR*AL PRODUCTS, INC. AG-CHEM EQUIPMENT CANADA, LTD., as Guarantors By: ------------------------------------------- Name: Step▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President and Secretary AG-CHEM EQUIPMENT CO., INC., as Guarantor By: ------------------------------------------- Name: Step▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President and Assistant Secretary AGCO VENTURES, LLC, as Guarantor By: AGCO CORPORATION, its sole member By: ------------------------------------------- Name: Step▇▇▇ ▇. ▇▇▇▇▇▇ Title: Senior Vice President and General Counsel HAY & FORAGE INDUSTRIES, as Guarantor By: HESSTON VENTURES CORPORATION By: ------------------------------------------- Name: Step▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President and Secretary By: AGCO VENTURES LLC By: AGCO CORPORATION, its sole member By: ------------------------------------------- Name: Step▇▇▇ ▇. ▇▇▇▇▇▇ Title: Senior Vice President and General Counsel [FORM OF TRANSFER NOTICE] FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. ------------------------------------------------------------------------------- Please print or typewrite name and address including zip code of assignee ------------------------------------------------------------------------------- the within Note and all rights thereunder, hereby irrevocably constituting and appointing _________________________________________ attorney to transfer said Note on the books of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGENDNOTES OTHER THAN EXCHANGE NOTES, UNLEGENDED OFFSHORE GLOBAL NOTES AND UNLEGENDED OFFSHORE PHYSICAL NOTES] In connection with any transfer of this Note occurring prior to ______________the date which is the earlier of (i) the date the shelf registration statement is declared effective or (ii) the end of the period referred to in Rule 144(k) under the Securities Act, the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:that: [Check One]
o (1a) This this Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit F to the Indenture is being furnished herewith.
o (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, 1933 provided by Regulation S Rule 144A thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
o . or [ ] (3b) This this Note is being transferred other than in accordance with (1) or (2a) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing boxes is checked, the Trustee is or other Registrar shall not be obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 2.08 of the Indenture shall have been satisfied. Date: Seller By ---------------------- ---------------------------------------- NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee:5 By TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933 and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: ---------------------- ---------------------------------------------- NOTICE: To be executed by an executive officer 5 Signatures must OPTION OF HOLDER TO ELECT PURCHASE If you wish to have this Note purchased by the Company pursuant to Section 4.10 or Section 4.13 of the Indenture, check the Box: ? If you wish to have a portion of this Note purchased by the Company pursuant to Section 4.10 or Section 4.13 of the Indenture, state the amount: $______________________________ . Date: ------------------------- Your Signature: ---------------------------------------------------------------- (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: ---------------------------------------- A-14 95 EXHIBIT B Form of Certificate [ , ] SunTrust Bank 25 P▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ention: Corporate Trust Department Re: AGCO Corporation (the "Company") 9 1/2% Senior Notes due 2008 (the "Notes") Dear Sirs: This letter relates to U.S. $[ ] principal amount of Notes represented by a Note (the "Legended Note") which bears a legend outlining restrictions upon transfer of such Legended Note. Pursuant to Section 2.02 of the Indenture dated as of April 17, 2001 (the "Indenture") relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be guaranteed transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933. Accordingly, you are hereby requested to exchange the legended certificate for an unlegended certificate representing an identical principal amount of Notes, all in the manner provided for in the Indenture. You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: ------------------------------- Authorized Signature EXHIBIT C Form of Certificate to Be Delivered in Connection with Transfers to Non-QIB Accredited Investors [ , ] SunTrust Bank 25 P▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ention: Corporate Trust Department Re: AGCO Corporation (the "Company") 9 1/2% Senior Notes due 2008 (the "Notes") Dear Sirs: In connection with our proposed purchase of $ [ ] aggregate principal amount of the Notes, we confirm that:
1. We understand that any subsequent transfer of the Notes is subject to certain restrictions and conditions set forth in the Indenture dated as of April 17, 2001 (the "Indenture"), relating to the Notes, and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes except in compliance with, such restrictions and conditions and the Securities Act of 1933 (the "Securities Act").
2. We understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell any Notes, we will do so only (A) to the Company or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to a "qualified institutional buyer" (as defined therein), (C) to an institutional "accredited investor" (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Company a signed letter substantially in the form of this letter, (D) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the exemption from registration provided by Rule 144 under the Securities Act, or (F) pursuant to an “eligible guarantor institution” meeting effective registration statement under the Securities Act, and we further agree to provide to any person purchasing any of the Notes from us a notice advising such purchaser that resales of the Notes are restricted as stated herein.
3. We understand that, on any proposed resale of any Notes, we will be required to furnish to you and the Company such certifications, legal opinions and other information as you and the Company may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We further understand that the Notes purchased by us will bear a legend to the foregoing effect.
4. We are an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment.
5. We are acquiring the Notes purchased by us for our own account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which we exercise sole investment discretion. You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Very truly yours, [Name of Transferee] By: ------------------------------- Authorized Signature C-2 98 EXHIBIT D Form of Certificate to Be Delivered in Connection with Transfers Pursuant to Regulation S [ , ] SunTrust Bank 25 P▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ention: Corporate Trust Department Re: AGCO Corporation (the "Company") 9 1/2% Senior Notes due 2008 (the "Notes") Dear Sirs: In connection with our proposed sale of U.S. $[ ] aggregate principal amount of the Notes, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the Securities Act of 1933 and, accordingly, we represent that:
(1) the offer of the Notes was not made to a person in the United States;
(2) at the time the buy order was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed that the transferee was outside the United States;
(3) no directed selling efforts have been made by us in the United States in contravention of the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”Rule 903(b) or such other “signature guarantee program” Rule 904(b) of Regulation S, as may be determined by applicable; and
(4) the Registrar in addition to, transaction is not part of a plan or in substitution for, STAMP, all in accordance with scheme to evade the registration requirements of the U.S. Securities Exchange Act of 1934, as amended1933.
Appears in 1 contract
Sources: Indenture (Agco Corp /De)
Abbreviations. Customary abbreviations may be The following abbreviations, when used in the name inscription of a Holder the face of this Note, shall be construed as though they were written out in full according to applicable laws or an assignee, such asregulations: TEN COM (= = as tenants in common), common UNIF GIFT MIN ACT = Uniform Gifts to Minors Act CUST = Custodian TEN ENT (= = as tenants by the entireties), entireties JT TEN (= = joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act)common Additional abbreviations may also be used though not in the above list. The Company will furnish initial principal amount of this Note is $5,000,000. The following increases or decreases in this Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Note Amount of increase in Principal Amount of this Note Principal Amount of this Note following such decrease or increase Signature of authorized signatory of Trustee or Custodian To: MannKind Corporation The undersigned registered owner of this Note hereby exercises the option to convert this Note, or the portion hereof (that is $1,000 principal amount or a copy multiple thereof) below designated, and the Company, at its election, may deliver shares of Common Stock (together with cash in lieu of fractional shares) in accordance with the terms of the Indenture referred to in this Note, and directs that any shares of Common Stock issuable and deliverable upon such conversion, and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered Holder upon written request and without chargehereof unless a different name has been indicated below. FOR VALUE RECEIVED If any shares of Common Stock or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Any amount required to be paid to the undersigned on account of interest accompanies this Note. Dated: Signature(s) Signature Guarantee Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of Common Stock are to be issued, or Notes to be delivered, other than to and in the name of the registered holder Holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered Holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification Number To: MannKind Corporation The undersigned registered owner of this Note hereby acknowledges receipt of a notice from MannKind Corporation (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company, offering to purchase the Notes and specifying the Fundamental Change Purchase Date. The undersigned registered owner of this Note hereby accepts the Company’s offer to purchase the Notes and instructs the Company to pay to the registered Holder hereof in accordance with the applicable provisions of the Indenture referred to in this Note (1) the entire principal amount of this Note, or the portion thereof (that is $1,000 principal amount or a multiple thereof) below designated, and (2) if such Fundamental Change Purchase Date does not fall during the period after a Regular Record Date and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest thereon to, but excluding, such Fundamental Change Purchase Date. In the case of Physical Notes, the certificate numbers of the Notes to be purchased are as set forth below: Dated: Signature(s) Social Security or Other Taxpayer Identification Number Principal amount to be repaid (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. For value received hereby sell(s), assign(s) and transfer(s) unto Insert (Please insert social security or Taxpayer Identification No. Number of assignee) the within Note, and hereby irrevocably constitutes and appoints attorney to transfer the said Note on the books of the Company Company, with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this the within Note occurring prior to ______________the Resale Restriction Termination Date, as defined in the Indenture governing such Note, the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:
o (1) This Note is being transferred transferred: ☐ To MannKind Corporation or a subsidiary thereof; or ☐ Pursuant to a “qualified institutional buyer” the registration statement that has become or been declared effective under the Securities Act of 1933, as amended; or ☐ Pursuant to and in compliance with Rule 144A under the Securities Act of 1933, as amended amended; or ☐ Pursuant to and certification in the form of Exhibit F to the Indenture is being furnished herewith.
o (2) This Note is being transferred to a Non-U.S. Person in compliance with Rule 144 under the Securities Act of 1933, as amended; or ☐ Pursuant to another available exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
o (3. Dated: Signature(s) This Note is being transferred other than in accordance with (1Signature Guarantee Signature(s) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing boxes is checked, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied. Date: Seller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee:5 By To be executed by an executive officer 5 Signatures must be guaranteed by an “eligible guarantor institution” meeting Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if Notes are to be delivered, other than to and in the requirements name of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amendedregistered Holder.
Appears in 1 contract
Sources: Indenture (Mannkind Corp)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act). The Company will furnish a copy of the Indenture to any Holder upon written request and without charge. FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. attorney to transfer said Note on the books of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Note occurring prior to ______________, the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:
o (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit F to the Indenture is being furnished herewith.
o (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
o (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing boxes is checked, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied. Date: Seller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee:5 By To be executed by an executive officer 5 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.By
Appears in 1 contract
Sources: Indenture (Sandridge Energy Inc)
Abbreviations. Customary abbreviations may be The following abbreviations, when used in the name inscription on the face of a Holder this instrument, shall be construed as though they were written out in full according to applicable laws or an assignee, such asregulations: TEN COM (= - as tenants in common), common UNIF GIFT MIN ACT - Custodian TEN ENT (= - as tenants by the entireties), entireties (Cust) (Minor) under Uniform Gifts to Minors Act JT TEN (= - as joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act). The Company will furnish a copy of the Indenture to any Holder upon written request and without charge. FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. attorney to transfer said Note on the books of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Note occurring prior to common _________________ State Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned confirms hereby sell(s), assign(s) and transfer(s) unto (Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund. I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address: . Dated: Signature by or on behalf of assignor Signature Guaranteed The assignee should include the following for purposes of distribution: funds to for the account of account number or, if mailed by check, to Applicable statements should be mailed to This information is provided by assignee named above, or its agent. THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON. SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”). ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OTHER CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE TRUSTEE THAT (A) SUCH TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY POSSESSION THEREOF, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (2) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) THAT IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (3) ANY ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (1), (2) OR (3) SHALL HEREINAFTER BE REFERRED TO AS A “DISQUALIFIED ORGANIZATION”) OR (4) AN AGENT OF A DISQUALIFIED ORGANIZATION AND (B) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, AND (II) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP OF THIS CERTIFICATE. Series 2005-4 Pass-Through Rate: Variable Cut-off Date and date of Pooling and Servicing Agreement: August 1, 2005 First Distribution Date: September 26, 2005 No. 1 Aggregate Certificate Principal Balance of the Class R Certificates as of the Issue Date: $100.25 Denomination: $100.25 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: August 29, 2005 CUSIP: 17307G XN 3 evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, CITIBANK, N.A. THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES. This certifies that Citigroup Global Markets, Inc. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class R Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class R Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class R Certificates on such Distribution Date pursuant to the Agreement. All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which this certificate belongs. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans. The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee nor any such agent shall be affected by notice to the contrary. The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans and all property acquired in respect of any Mortgage Loan at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off Date. No transfer of this Certificate shall be made unless the transfer is made without utilizing any general solicitation or general advertising and further as follows:
o (1) This Note is being transferred to a “qualified institutional buyer” in compliance with as defined under Rule 144A under the Securities Act of 1933, as amended (the “1933 Act”), in a transaction that is exempt from the registration requirements of the 1933 Act and certification that does not require registration or qualification under applicable state securities laws. In the event that a transfer of this Certificate is to be made, the Certificate Registrar shall require receipt of written certifications from the Holder of the Certificate desiring to effect the transfer, and from such Holder's prospective transferee, substantially in the form of Exhibit F forms attached to the Indenture Agreement as Exhibit F-1. None of the Depositor or the Trustee is being furnished herewith.
o (2) This Note is being transferred obligated to a Non-U.S. Person in compliance with register or qualify the exemption from registration Class of Certificates specified on the face hereof under the Securities 1933 Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of 1933such Certificates without registration or qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to indemnify the Trustee, as amendedthe Depositor, provided by Regulation S thereunderthe Trust Administrator, the Certificate Registrar, the Paying Agent, the Authenticating Agent and certification in the form of Exhibit E to Master Servicer against any liability that may result if the Indenture transfer is being furnished herewith.
o (3) This Note not so exempt or is being transferred other than not made in accordance with (1) such federal and state laws. No transfer of this Certificate to a Plan subject to ERISA or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none Section 4975 of the foregoing boxes is checkedCode, the Trustee is not obligated to register this Note in the name any Person acting, directly or indirectly, on behalf of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied. Date: Seller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration Plan or any change whatsoever. Signature Guarantee:5 By To person using Plan Assets to acquire this Certificate shall be executed by an executive officer 5 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all made except in accordance with Section 5.02(c) of the Securities Exchange Act Agreement. The recitals contained herein shall be taken as statements of 1934the Depositor, as amendedand the Trustee assumes no responsibility for their correctness. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust Inc. 2005-4)
Abbreviations. Customary abbreviations may be The following abbreviations, when used in the name inscription of a Holder the face of this Note, shall be construed as though they were written out in full according to applicable laws or an assignee, such as: regulations. TEN COM (= - as tenants in common), common UNIF GIFT MIN ACT - Custodian TEN ENT (= tenants - as tenant by the entireties), entireties (Cust) (Minor) JT TEN (= - as joint tenants with right of under Uniform Gifts to Minors Act survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act). The Company will furnish a copy of the Indenture to any Holder upon written request and without charge. FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. attorney to transfer said Note on the books of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Note occurring prior to ______________, the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:
o _____________ common (1State) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification Additional abbreviations may also be used though not in the form above list. TO: AMERICAN FINANCIAL REALTY TRUST DEUTSCHE BANK TRUST COMPANY AMERICAS The undersigned registered owner of Exhibit F this Note hereby irrevocably exercises the option to convert this Note, or the Indenture portion thereof (which is being furnished herewith.
o (2$1,000 or a multiple thereof) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act below designated, into Common Shares of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
o (3) This Note is being transferred other than American Financial Realty Trust in accordance with (1) or (2) above and documents are being furnished which comply with the conditions terms of transfer set forth the Indenture referred to in this Note Note, subject to the Company’s payment elections, and directs that the shares issuable and deliverable payable upon such conversion, together with any check in payment of amounts due upon conversion or for fractional shares and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. If none shares, any portion of the foregoing boxes is checked, the Trustee is not obligated to register this Note not converted or a check for cash payable are to be issued in the name of any Person a person other than the Holder hereof unless undersigned, the undersigned will provide the appropriate information below and until pay all transfer taxes payable with respect thereto. Any amount required to be paid by the conditions to any such transfer undersigned on account of registration set forth herein and in the Indenture have been satisfiedInterest accompanies this Note. DateDated: Seller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee:5 By To be executed by an executive officer 5 Signatures Signature(s) Signature(s) must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Security Transfer Association Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.. Signature Guarantee Fill in the registration of Common Shares if to be issued, and Notes if to be delivered, and the name of the check to be issued, if any, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ Social Security or Other Taxpayer Identification Number: TO: AMERICAN FINANCIAL REALTY TRUST DEUTSCHE BANK TRUST COMPANY AMERICAS The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from American Financial Realty Trust (the “Company”) as to the occurrence of a Change in Control with respect to the Company and requests and instructs the Company to repurchase the entire principal amount of this Note, or the portion thereof (which is $1,000 or a multiple thereof) below designated, in accordance with the terms of the Indenture referred to in this Note at the price of 100% of such principal amount or portion thereof, together with accrued Interest up to, but not including, the Change in Control Repurchase Date, to the registered holder hereof. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. Dated: Signature(s) NOTICE: The above signatures of the holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Note Certificate Number (if applicable): Principal amount to be repurchased (if less than all): Social Security or Other Taxpayer Identification Number: TO: AMERICAN FINANCIAL REALTY TRUST DEUTSCHE BANK TRUST COMPANY AMERICAS The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from American Financial Realty Trust (the “Company”) regarding the right of holders to elect to require the Company to repurchase the Notes and requests and instructs the Company to repay the entire principal amount of this Note, or the portion thereof (which is $1,000 or an integral multiple thereof) below designated, in accordance with the terms of the Indenture at the price of 100% of such entire principal or portion thereof, together with accrued Interest up to, but not including, the Company Repurchase Date, to the registered holder hereof. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. The Notes shall be repurchased by the Company as of the Company Repurchase Date pursuant to the terms and conditions specified in the Indenture. Dated: Signature(s) NOTICE: The above signatures of the holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Note Certificate Number (if applicable): Principal amount to be repurchased (if less than all): Social Security or Other Taxpayer Identification Number: For value received hereby sell(s) assign(s) and transfer(s) unto (Please insert social security or other Taxpayer Identification Number of assignee) the within Note, and hereby irrevocably constitutes and appoints attorney to transfer said Note on the books of the Company, with full power of substitution in the premises. In connection with any transfer of the Note prior to the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision), the undersigned confirms that such Note is being transferred: ¨ To American Financial Realty Trust or a subsidiary thereof; or
Appears in 1 contract
Sources: First Supplemental Indenture (American Financial Realty Trust)
Abbreviations. Customary abbreviations may be The following abbreviations, when used in the name inscription of a Holder the face of this Debenture, shall be construed as though they were written out in full according to applicable laws or an assignee, such as: regulations. TEN COM (= - as tenants in common), common UNIF GIFT MIN ACT -___ Custodian ___ TEN ENT (= tenants - as tenant by the entireties), entireties (Cust) (Minor) JT TEN (= - as joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= common under Uniform Gifts to Minors Act). The Company will furnish a copy of the Indenture to any Holder upon written request and without charge. FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. attorney to transfer said Note on the books of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Note occurring prior to Act ______________, the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:
o ______________ (1State) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification Additional abbreviations may also be used though not in the form above list. TO: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ TECHNOLOGIES, INC. MANUFACTURERS AND TRADERS TRUST COMPANY The undersigned registered owner of Exhibit F this Debenture hereby irrevocably exercises the option to convert this Debenture, or the Indenture portion thereof (which is being furnished herewith.
o (2$1,000 or a multiple thereof) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act below designated, into shares of 1933Common Stock of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Technologies, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
o (3) This Note is being transferred other than Inc. in accordance with (1) or (2) above and documents are being furnished which comply with the conditions terms of transfer set forth the Indenture referred to in this Note Debenture, and directs that the shares issuable and deliverable upon such conversion, together with any check in payment for fractional shares and any Debentures representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. If none shares or any portion of the foregoing boxes is checked, the Trustee is this Debenture not obligated converted are to register this Note be issued in the name of any Person a person other than the Holder hereof unless undersigned, the undersigned will provide the appropriate information below and until pay all transfer taxes payable with respect thereto. Any amount required to be paid by the conditions to any such transfer undersigned on account of registration set forth herein and in the Indenture have been satisfiedinterest, including contingent interest, if any, accompanies this Debenture. DateDated: Seller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee:5 By To be executed by an executive officer 5 Signatures ______________________ Signature(s) Signature(s) must be guaranteed by an “"eligible guarantor institution” " meeting the requirements of the Debenture Registrar, which requirements include membership or participation in the Securities Security Transfer Association Agent Medallion Program (“"STAMP”") or such other “"signature guarantee program” " as may be determined by the Debenture Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.. Signature Guarantee Fill in the registration of shares of Common Stock if to be issued, and Debentures if to be delivered, other than to and in the name of the registered holder: __________________________ (Name) ______________________________ (▇▇▇▇▇▇ ▇▇▇▇▇▇▇) ______________________________ (City, State and Zip Code) ______________________________ Please print name and address Principal amount to be converted (if less than all): $_____________________________ Social Security or Other Taxpayer Identification Number: ______________________________ TO: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ TECHNOLOGIES, INC. MANUFACTURERS AND TRADERS TRUST COMPANY The undersigned registered owner of this Debenture hereby irrevocably acknowledges receipt of a notice from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Technologies, Inc. (the "Company") as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to redeem the entire principal amount of this Debenture, or the portion thereof (which is $1,000 or a multiple thereof) below designated, in accordance with the terms of the Indenture referred to in this Debenture at the price of 100% of such entire principal amount or portion thereof, together with accrued interest to, but excluding, the Fundamental Change Redemption Date, to the registered holder hereof. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. Dated: ______________________ Signature(s) NOTICE: The above signatures of the holder(s) hereof must correspond with the name as written upon the face of the Debenture in every particular without alteration or enlargement or any change whatever. Principal amount to be repaid (if less than all): ______________________________ ______________________________ Social Security or Other Taxpayer Identification Number TO: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ TECHNOLOGIES, INC. MANUFACTURERS AND TRADERS TRUST COMPANY The undersigned registered owner of this Debenture hereby irrevocably acknowledges receipt of a notice from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Technologies, Inc. (the "Company") regarding the right of holders to elect to require the Company to repurchase the Debentures and requests and instructs the Company to repay the entire principal amount of this Debenture, or the portion thereof (which is $1,000 or an integral multiple thereof) below designated, in accordance with the terms of the Indenture at the price of 100% of such entire principal amount or portion thereof, together with accrued interest to, by excluding, the Repurchase Date, to the registered holder hereof. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. The Debentures shall be repurchased by the Company as of the Repurchase Date pursuant to the terms and conditions specified in the Indenture. If the Company elects to pay the purchase price, in whole or in part, in shares of Common Stock but such portion of the purchase price shall ultimately be paid to such holder entirely in cash because any of the conditions to payment of the purchase price in shares of Common Stock is not satisfied prior to the close of business on the applicable Repurchase Date, the undersigned registered owner elects: [ ] to withdraw this Repurchase Notice as to $[ ] principal amount of the Debentures to which this Repurchase Notice relates (Certificate Numbers: ), or [ ] to receive cash in respect of $[ ] principal amount of the Debentures to which this Repurchase Notice relates. Dated: Signature(s): NOTICE: The above signatures of the holder(s) hereof must correspond with the name as written upon the face of the Debenture in every particular without alteration or enlargement or any change whatever. Debenture Certificate Number (if applicable): Principal amount to be repurchased (if less than all): Social Security or Other Taxpayer Identification Number:
Appears in 1 contract
Abbreviations. Customary abbreviations may be used in the name of a Holder Securityholder or an assignee, such as: as TEN COM (= (=tenants in common), TEN ENT (= (=tenants by the entireties), JT TEN (= (=joint tenants with right rights of survivorship and not as tenants in common), CUST (= Custodian) (=custodian), and U/G/M/A/ (= A (=Uniform Gifts Gift to Minors Act). The Company will furnish to any Securityholder upon written request and without charge to the Securityholder a copy of the Indenture to any Holder upon written request which has in it the text of this Security in larger type. Requests may be made to: Town & Country Corporation ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: Chief Financial Officer NOTATION ON SECURITY RELATING TO GUARANTEE GUARANTEE
(a) the full and without charge. FOR VALUE RECEIVED punctual payment of principal of and interest on the undersigned registered holder hereby sell(sSecurities when due (taking into account all applicable grace periods provided under the Indenture), assign(s) whether at maturity, by acceleration, by redemption or otherwise, and transfer(s) unto Insert Taxpayer Identification No. attorney to transfer said Note on the books all other monetary obligations of the Company with under the Indenture and the Securities; and (b) the full power and punctual performance of substitution all other obligations of the Company under the Indenture, the Securities, and the Security Documents (all the foregoing described in (a) and (b) being hereinafter collectively called the premises"Obligations"). [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with Each Guarantor has further agreed that the Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantors, and that such Guarantors will remain bound under these Guarantees notwithstanding any transfer extension or renewal of any Obligation. The obligations of each Guarantor to the Holders of Securities and to the Trustee pursuant to the Guarantees and the Indenture are expressly set forth in Article 10 of the Indenture and reference is hereby made to such Indenture for the precise terms of the Guarantees therein made. The Guarantees shall not be valid or obligatory for any purpose until the certificate of authentication on the Securities upon which this Note occurring prior to Guarantee is noted shall have been executed by the Trustee under the Indenture. GUARANTORS: TOWN & COUNTRY FINE JEWELRY GROUP, INC. By: ______________, the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:
o (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit F to the Indenture is being furnished herewith.
o (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
o (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing boxes is checked, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied. Date________________________ Name: Seller By NOTICETitle: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee:5 By To be executed by an executive officer 5 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.President By: ______________________________________ Name: Title: Clerk
Appears in 1 contract
Sources: Indenture (Town & Country Corp)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ A (= Uniform Gifts to Minors Act). The Company will furnish a copy of the Indenture to any Holder upon written request and without chargecharge a copy of the Indenture. Requests may be made to Econophone, Inc., ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, New York, New York 10013, Attention: Chief Financial Officer. [FORM OF TRANSFER NOTICE] FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification NoINSERT TAXPAYER IDENTIFICATION NO. Please print or typewrite name and address including zip code of assignee the within Note and all rights thereunder, hereby irrevocably constituting and appointing ___________________ attorney to transfer said Note on the books of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGENDNOTES OTHER THAN EXCHANGE NOTES, PERMANENT OFFSHORE GLOBAL NOTE AND OFFSHORE PHYSICAL NOTES] In connection with any transfer of this Note occurring prior to ______________the date which is the earlier of (i) the date the shelf registration statement is declared effective or (ii) the end of the period referred to in Rule 144(k) under the Securities Act, the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:that: [CHECK ONE]
o (1a) This this Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit F to the Indenture is being furnished herewith.
o (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S Rule 144A thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.. OR
o (3b) This this Note is being transferred other than in accordance with (1) or (2a) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing boxes is checked, the Trustee is or other Registrar shall not be obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 2.08 of the Indenture shall have been satisfied. Date: Seller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee:5 By To be executed by an executive officer 5 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.
Appears in 1 contract
Sources: Note Agreement (Econophone Inc)
Abbreviations. Customary abbreviations may be The following abbreviations, when used in the name inscription of a Holder the face of this Note, shall be construed as though they were written out in full according to applicable laws or an assignee, such as: TEN regulations. TEN–COM (= as tenants in common), TEN common TEN–ENT (= tenants as tenant by the entireties), JT entireties UNIF GIFT MIN ACT Uniform Gifts to Minors Act Cust Custodian JT–TEN (= as joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= under Uniform Gifts to Minors Act)Act (State) Additional abbreviations may also be used though not in the above list. TO: EMPIRE STATE REALTY OP, L.P. WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee The Company will furnish undersigned registered owner of this Note hereby irrevocably exercises the option to exchange this Note, or the portion thereof (which is $1,000 or a copy multiple thereof) below designated, into cash, shares of Common Stock or a combination of cash and shares of Common Stock in accordance with the terms of the Indenture referred to in this Note, and directs that the shares of Common Stock, if any, issuable and deliverable upon such exchange, together with any Holder check in payment for cash, if any, payable upon written request exchange or for fractional shares and without charge. FOR VALUE RECEIVED any Notes representing any unexchanged principal amount hereof, be issued and delivered to the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification Nohereof unless a different name has been indicated below. attorney Capitalized terms used herein but not defined shall have the meanings ascribed to transfer said Note on the books of the Company with full power of substitution such terms in the premisesIndenture. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with If shares or any transfer portion of this Note occurring prior not exchanged are to ______________be issued in the name of a person other than the undersigned, the undersigned confirms will provide the appropriate information below and pay all transfer taxes payable with respect thereto. The undersigned registered owner of this Note hereby certifies that such transfer it or the Person on whose behalf the Notes are being exchanged is made without utilizing any general solicitation or general advertising and further as follows:
o (1) This Note is being transferred to a “qualified institutional buyer” in compliance with buyer within the meaning of Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit F to the Indenture is being furnished herewith.
o (2amended. Dated: Signature(s) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
o (3Signature(s) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing boxes is checked, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied. Date: Seller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee:5 By To be executed by an executive officer 5 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Security Transfer Association Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.. Signature Guarantee Fill in the registration of shares of Common Stock, if any, if to be issued, and Notes if to be delivered, and the person to whom cash and payment for fractional shares is to be made, if to be made, other than to and in the name of the registered holder: Please print name and address (Name) (Street Address) (City, State and Zip Code) Principal amount to be exchanged (if less than all): $ Social Security or Other Taxpayer Identification Number:
Appears in 1 contract
Abbreviations. Customary abbreviations may be The following abbreviations, when used in the name inscription of a Holder the face of this Note, shall be construed as though they were written out in full according to applicable laws or an assignee, such as: regulations. TEN COM (= - as tenants in common), common UNIF GIFT MIN ACT - Custodian TEN ENT (= tenants - as tenant by the entireties), entireties (Cust) (Minor) JT TEN (= - as joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= common under Uniform Gifts to Minors Act)Act (State) Additional abbreviations may also be used though not in the above list. TO: DURECT CORPORATION THE BANK OF NEW YORK The Company will furnish undersigned registered owner of this Note hereby irrevocably exercises the option to convert this Note, or the portion thereof (which is $1,000 or a copy multiple thereof) below designated, into shares of Common Stock of DURECT Corporation in accordance with the terms of the Indenture referred to in this Note, and directs that the shares issuable and deliverable upon such conversion, together with any Holder upon written request check in payment for fractional shares and without charge. FOR VALUE RECEIVED any Notes representing any unconverted principal amount hereof, be issued and delivered to the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification Nohereof unless a different name has been indicated below. attorney Capitalized terms used herein but not defined shall have the meanings ascribed to transfer said Note on the books of the Company with full power of substitution such terms in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Note occurring prior to ______________, the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:
o (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit F to the Indenture is being furnished herewith.
o (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
o (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none shares or any portion of the foregoing boxes is checked, the Trustee is not obligated to register this Note not converted are to be issued in the name of any Person a person other than the Holder hereof unless undersigned, the undersigned will provide the appropriate information below and until pay all transfer taxes payable with respect thereto. Any amount required to be paid by the conditions to any such transfer undersigned on account of registration set forth herein and in the Indenture have been satisfiedinterest accompanies this Note. DateDated: Seller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee:5 By To be executed by an executive officer 5 Signatures Signature(s) Signature(s) must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Security Transfer Association Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.. Signature Guarantee Fill in the registration of shares of Common Stock if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: __________________________________________ (Name) __________________________________________ (▇▇▇▇▇▇ ▇▇▇▇▇▇▇) __________________________________________ (City, State and Zip Code) __________________________________________ Please print name and address Principal amount to be converted (if less than all): $__________________________________________ Social Security or Other Taxpayer Identification Number: __________________________________________ TO: DURECT CORPORATION THE BANK OF NEW YORK The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from DURECT Corporation (the “Company”) as to the occurrence of a Designated Event with respect to the Company and requests and instructs the Company to redeem the entire principal amount of this Note, or the portion thereof (which is $1,000 or a multiple thereof) below designated, in accordance with the terms of the Indenture referred to in this Note at the price of 100% of such entire principal amount or portion thereof, together with accrued interest and Liquidated Damages, if any, to, but excluding, the Designated Event Redemption Date, to the registered holder hereof. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. Dated: Signature(s) NOTICE: The above signatures of the holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Principal amount to be redeemed (if less than all): Social Security or Other Taxpayer Identification Number
Appears in 1 contract
Sources: Indenture (Durect Corp)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act). The Company will furnish a copy of the Indenture to any Holder upon written request and without charge. FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. attorney to transfer said Note on the books of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Note occurring prior to ______________, the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:
o (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit F to the Indenture is being furnished herewith.
o (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E I to the Indenture is being furnished herewith.
o (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing boxes is checked, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied. Date: Seller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee:5 Guarantee:3 ____________________________ By To be executed by an executive officer 5 3 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.. If you wish to have all of this Note purchased by the Company pursuant to Section 4.09 or Section 4.12 of the Indenture, check the box: < If you wish to have a portion of this Note purchased by the Company pursuant to Section 4.09 or Section 4.12 of the Indenture, state the amount (in original principal amount in multiples of $1,000) below: $ . Date:
Appears in 1 contract
Sources: Indenture (Eastman Kodak Co)
Abbreviations. Customary abbreviations may be The following abbreviations, when used in the name inscription on the face of a Holder this instrument, shall be construed as though they were written out in full according to applicable laws or an assignee, such asregulations: TEN COM (= - as tenants in common), common UNIF GIFT MIN ACT - Custodian TEN ENT (= - as tenants by the entireties), entireties (Cust) (Minor) under Uniform Gifts to Minors Act JT TEN (= - as joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act). The Company will furnish a copy of common State Additional abbreviations may also be used though not in the Indenture to any Holder upon written request and without chargeabove list. FOR VALUE RECEIVED RECEIVED, the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert (Please print or typewrite name, address including postal zip code, and Taxpayer Identification No. attorney to transfer said Note on the books Number of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Note occurring prior assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund. I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address: Dated: Signature by or on behalf of assignor Signature Guaranteed The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to , for the account of , account number___________, or, if mailed by check, to , Applicable statements should be mailed to , . This information is provided by , the undersigned confirms that such transfer assignee named above, or , as its agent. ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ DATE: November 30, 2005 TO: ATTENTION: U.S. Bank National Association, not individually, but solely as Trustee for Citigroup Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series 2005-9 c/o Citibank - J▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TELEPHONE: FACSIMILE: (▇▇▇) ▇▇▇-▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ FROM: TELEPHONE: FACSIMILE: Derivatives Documentation (▇▇▇) ▇▇▇-▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ SUBJECT: Fixed Income Derivatives Confirmation and Agreement REFERENCE NUMBER: FXNEC7642 The purpose of this letter agreement (“Agreement”) is made without utilizing any general solicitation or general advertising to confirm the terms and further conditions of the current Transaction entered into on the Trade Date specified below (the “Current Transaction”) between Bear Steams Financial Products Inc. (“BSFP”) and U.S. Bank National Association, not individually, but solely as follows:
o Trustee for Citigroup Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series 2005-9 (“Counterparty”) under the Pooling and Servicing Agreement, dated as of November 1, 2005 among Citigroup Mortgage Loan Trust Inc., as Depositor, CitiMortgage, Inc. as Master Servicer and Trust Administrator, Citibank, N.A., as Paying Agent, Certificate Registrar and Authenticating Agent, and U.S. Bank National Association, as Trustee (the “Trustee”) (the “Pooling and Servicing Agreement”). This Note is being transferred letter agreement constitutes the sole and complete “Confirmation,” as referred to in the “ISDA Form Master Agreement” (as defined below), as well as a “qualified institutional buyerSchedule” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification referred to in the form of Exhibit F to the Indenture is being furnished herewithISDA Form Master Agreement.
o (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
o (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing boxes is checked, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied. Date: Seller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee:5 By To be executed by an executive officer 5 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust Inc., Series 2005-9)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act). The Company Corporation will furnish a copy of the Indenture to any Holder upon written request and without charge. FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. attorney to transfer said Note Security on the books of the Company Corporation with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Note Security occurring prior to ______________, the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:
o (1) This Note Security is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit F E to the Indenture is being furnished herewith.
o (2) This Note Security is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E D to the Indenture is being furnished herewith.
o (3) This Note Security is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note Security and the Indenture. If none of the foregoing boxes is checked, the Trustee is not obligated to register this Note Security in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied. Date: Seller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee:5 By To be executed by an executive officer 5 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.:
Appears in 1 contract
Sources: Indenture (Lockheed Martin Corp)
Abbreviations. Customary abbreviations may be The following abbreviations, when used in the name inscription on the face of a Holder this instrument, shall be construed as though they were written out in full according to applicable laws or an assignee, such asregulations: TEN COM (= - as tenants in common), common UNIF GIFT MIN ACT - Custodian TEN ENT (= - as tenants by the entireties), entireties (Cust) (Minor) under Uniform Gifts to Minors Act JT TEN (= - as joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act). The Company will furnish a copy of the Indenture to any Holder upon written request and without charge. FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. attorney to transfer said Note on the books of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Note occurring prior to common _________________ State Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned confirms that hereby sell(s), assign(s) and transfer(s) unto (Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund. I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address: _____________________________________________________________________________. Dated: Signature by or on behalf of assignor Signature Guaranteed The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to , for the account of , account number___________, or, if mailed by check, to , Applicable statements should be mailed to , . This information is made without utilizing any general solicitation provided by , the assignee named above, or general advertising and further , as follows:
o its agent. THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON. SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (“REMIC”), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”). ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OTHER CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE TRUSTEE THAT (A) SUCH TRANSFEREE IS NOT (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933THE UNITED STATES OR ANY POSSESSION THEREOF, as amended and certification in the form of Exhibit F to the Indenture is being furnished herewith.
o ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) THAT IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
o (3) This Note is being transferred other than in accordance with ANY ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (1) or ), (2) OR (3) SHALL HEREINAFTER BE REFERRED TO AS A “DISQUALIFIED ORGANIZATION”) OR (4) AN AGENT OF A DISQUALIFIED ORGANIZATION AND (B) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, AND (II) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP OF THIS CERTIFICATE. Series 2005-3 Pass-Through Rate: Variable Cut-off Date and date of Pooling and Servicing Agreement: July 1, 2005 First Distribution Date: August 25, 2005 No.1 Aggregate Certificate Principal Balance of the Class I-R Certificates as of the Issue Date: $100.00 Denomination: $100.00 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: July 29, 2005 CUSIP: 17307G TF 5 evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUSTEE, THE TRUST ADMINSITRATOR, CITIBANK, N.A. OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES. This certifies that Citigroup Global Markets, Inc. is the registered owner of the Percentage Interest evidenced by this Certificate specified above in that certain beneficial ownership interest evidenced by all the Class I-R Certificates in the Trust Fund created pursuant to a Pooling and documents are being furnished Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which comply with term includes any successor entity under the Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of transfer set forth the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Note Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the Indentureamount required to be distributed to the Holders of Class I-R Certificates on such Distribution Date pursuant to the Agreement. If none All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the foregoing boxes is checkedPerson entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the Trustee is not obligated to register final distribution on this Note Certificate will be made after due notice by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the name Agreement. This Certificate is one of any Person other than a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Holder Series specified on the face hereof unless (herein called the “Certificates”) and until representing the conditions Percentage Interest specified above in the Class of Certificates to any such transfer which this Certificate belongs. The Certificates are limited in right of registration payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Indenture have been satisfiedAgreement. Date: Seller By NOTICE: As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans. The signature to this assignment must correspond Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee with the name as written consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the face transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the within-mentioned Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in every particularform satisfactory to the Certificate Registrar duly executed by, without alteration the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any change whatsoever. Signature Guarantee:5 By To Person using “Plan Assets” to acquire this Certificate shall be executed by an executive officer 5 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all made except in accordance with Section 5.02(c) of the Securities Exchange Act Agreement. The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of 1934the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as amendedrequested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Prior to registration of any transfer, sale or other disposition of this Certificate, the proposed transferee shall provide to the Certificate Registrar (i) an affidavit to the effect that such transferee is any Person other than a Disqualified Organization or the agent (including a broker, nominee or middleman) of a Disqualified Organization, and (ii) a certificate that acknowledges that (A) the Class R Certificates have been designated as a residual interest in a REMIC, (B) it will include in its income a pro rata share of the net income of the Trust Fund and that such income may be an “excess inclusion,” as defined in the Code, that, with certain exceptions, cannot be offset by other losses or benefits from any tax exemption, and (C) it expects to have the financial means to satisfy all of its tax obligations including those relating to holding the Class R Certificates. Notwithstanding the registration in the Certificate Register of any transfer, sale or other disposition of this Certificate to a Disqualified Organization or an agent (including a broker, nominee or middleman) of a Disqualified Organization, such registration shall be deemed to be of no legal force or effect whatsoever and such Person shall not be deemed to be a Certificateholder for any purpose, including, but not limited to, the receipt of distributions in respect of this Certificate. The Holder of this Certificate, by its acceptance hereof, shall be deemed to have consented to the provisions of Section 5.02 of the Agreement and to any amendment of the Agreement deemed necessary by counsel of the Depositor to ensure that the transfer of this Certificate to any Person other than a Permitted Transferee or any other Person will not cause any Trust Fund to cease to qualify as a REMIC or cause the imposition of a tax upon the REMIC. The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, nor any such agent shall be affected by notice to the contrary. The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in a Collateral Pool and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 5% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date. The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust Inc)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ A (= Uniform Gifts to Minors Act). The Company will furnish a copy of the Indenture to any Holder upon written request and without chargecharge a copy of the Indenture. Requests may be made to GST Network Funding, Inc., ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Chief Financial Officer. [FORM OF TRANSFER NOTICE] FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification NoINSERT TAXPAYER IDENTIFICATION NO. m -------------------------------------------------------------------------------- Please print or typewrite name and address including zip code of assignee -------------------------------------------------------------------------------- the within Note and all rights thereunder, hereby irrevocably constituting and ___________ appointing attorney to transfer said Note on the books of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGENDSECURITIES OTHER THAN EXCHANGE SECURITIES, PERMANENT OFFSHORE GLOBAL SECURITIES AND UNLEGENDED OFFSHORE PHYSICAL SECURITIES] In connection with any transfer of this Note occurring prior to ______________the date which is the earlier of (i) the date of an effective Registration or (ii) the end of the period referred to in Rule 144(k) under the Securities Act, the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:that: [CHECK ONE]
o (1a) This this Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit F to the Indenture is being furnished herewith.
o (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S Rule 144A thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.. OR
o (3b) This this Note is being transferred other than in accordance with (1) or (2a) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing boxes is checked, the Trustee is or other Registrar shall not be obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 2.08 of the Indenture shall have been satisfied. Date: Seller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee:5 By To be executed by an executive officer 5 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.
Appears in 1 contract
Abbreviations. Customary abbreviations may be The following abbreviations, when used in the name inscription on the face of a Holder this instrument, shall be construed as though they were written out in full according to applicable laws or an assignee, such asregulations: TEN COM (= - as tenants in common), common UNIF GIFT MIN ACT - Custodian TEN ENT (= - as tenants by the entireties), entireties (Cust) (Minor) under Uniform Gifts to Minors Act JT TEN (= - as joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act). The Company will furnish a copy of common State Additional abbreviations may also be used though not in the Indenture to any Holder upon written request and without chargeabove list. FOR VALUE RECEIVED RECEIVED, the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert (Please print or typewrite name, address including postal zip code, and Taxpayer Identification No. attorney to transfer said Note on the books Number of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Note occurring prior assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund. I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address: Dated: Signature by or on behalf of assignor Signature Guaranteed The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to , for the account of , account number___________, or, if mailed by check, to , Applicable statements should be mailed to , . This information is provided by , the undersigned confirms assignee named above, or , as its agent. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”). THIS CERTIFICATE IS SUBORDINATE TO THE GROUP I SENIOR CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. Series 2005-9 Pass-Through Rate: Variable Cut-off Date and date of Pooling and Servicing Agreement: November 1, 2005 First Distribution Date: December 27, 2005 No.1 Aggregate Certificate Principal Balance of the Class I-B1 Certificates as of the Issue Date: $4,614,000.00 Denomination: $4,614,000.00 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: November 30, 2005 CUSIP: 17307G K5 6 DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE. evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES. This certifies that such transfer Cede & Co. is made without utilizing any general solicitation or general advertising and further the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class I-B1 Certificates as follows:
o (1of the Issue Date) This Note is being transferred in that certain beneficial ownership interest evidenced by all the Class I-B1 Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “qualified institutional buyerAgreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” in compliance with Rule 144A which term includes any successor entity under the Securities Act Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of 1933certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class I-B1 Certificates on such Distribution Date pursuant to the Agreement. All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as amended such name and certification address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the form Agreement. This Certificate is one of Exhibit F to a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Indenture is being furnished herewith.
o Series specified on the face hereof (2herein called the “Certificates”) This Note is being transferred to a Non-U.S. Person in compliance with and representing the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification Percentage Interest specified above in the form Class of Exhibit E Certificates to which this Certificate belongs. The Certificates are limited in right of payment to certain collections and recoveries respecting the Indenture is being furnished herewith.
o (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing boxes is checkedMortgage Loans, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration all as more specifically set forth herein and in the Indenture have been satisfiedAgreement. Date: Seller By NOTICE: As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans. The signature to this assignment must correspond Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee with the name as written consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the face transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the within-mentioned Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in every particularform satisfactory to the Certificate Registrar duly executed by, without alteration the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any change whatsoever. Signature Guarantee:5 By To Person using “Plan Assets” to acquire this Certificate shall be executed by an executive officer 5 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all made except in accordance with Section 5.02(c) of the Securities Exchange Act Agreement. The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of 1934the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as amendedrequested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee nor any such agent shall be affected by notice to the contrary. The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 5% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date. The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust Inc., Series 2005-9)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act). The Company will furnish a copy of the Indenture to any Holder upon written request and without charge. FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. attorney The initial principal amount of this Global Security is $[—]. The following decreases or increases in this Global Security have been made: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. The undersigned Holder of this Security hereby irrevocably exercises the option to transfer said Note on the books convert this Security, or any portion of the Company with full power principal amount hereof (which is U.S. $1,000 or an integral multiple of substitution U.S. $1,000 in excess thereof, provided that the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with unconverted portion of such principal amount is U.S. $1,000 or any transfer integral multiple of this Note occurring prior to ______________U.S. $1,000 in excess thereof) below designated, the undersigned confirms that such transfer is made without utilizing any general solicitation into shares of Common Stock or general advertising and further as follows:
o (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933Reference Property, as amended and certification in the form of Exhibit F to the Indenture is being furnished herewith.
o (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
o (3) This Note is being transferred other than applicable in accordance with (1) or (2) above and documents are being furnished which comply with the conditions terms of transfer set forth the Indenture referred to in this Note Security, and the Indenture. If none of the foregoing boxes is checkeddirects that such shares, the Trustee is not obligated if any, together with a check in payment for any fractional share and any Securities representing any unconverted principal amount hereof, be delivered to register this Note and be registered in the name of any the undersigned unless a different name has been indicated below. If shares of Common Stock, Reference Property or Securities are to be registered in the name of a Person other than the Holder hereof unless and until undersigned, the conditions undersigned shall pay all transfer taxes payable with respect thereto. Dated: Signature(s): If shares or Securities are to any such transfer of registration set forth herein and be registered in the Indenture have been satisfied. Datename of a Person other than the Holder, please print such Person’s name and address: Seller By NOTICE: The signature to this assignment must correspond with the name as written upon the face (Name) (Address) Social Security or other Identification Number, if any If only a portion of the within-mentioned instrument in every particularSecurities are to be converted, without alteration please indicate:
1. Principal amount to be converted: U.S. $
2. Principal amount and denomination of Securities representing unconverted principal amount to be issued: Amount: U.S. $ Denominations: U.S. $ (U.S. $1,000 or any change whatsoever. Signature Guarantee:5 By To be executed by an executive officer 5 Signatures must be guaranteed by an “eligible guarantor institution” meeting integral multiple of U.S. $1,000 in excess thereof, provided that the requirements unconverted portion of the Registrar, which requirements include membership such principal amount is U.S. $1,000 or participation any integral multiple of U.S. $1,000 in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.excess thereof)
Appears in 1 contract
Sources: Indenture (E Trade Financial Corp)
Abbreviations. Customary abbreviations may be used in the name of a Holder holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entiretiesentirety), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) ), and U/G/M/A/ (= A (Uniform Gifts to Minors Act). THE COMPANY WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND WITHOUT CHARGE A COPY OF THE INDENTURE. REQUESTS MAY BE MADE TO: The Company will furnish initial principal amount of this Global Note is $[ ]. The following increases or decreases in this Global Note have been made: To: AFFILIATED MANAGERS GROUP, INC. The undersigned registered owner of this Note hereby exercises the option to convert this Note, or the portion hereof (that is $1,000 principal amount or an integral multiple thereof) below designated, into cash, shares of Common Stock or a copy combination of cash and shares of Common Stock, as applicable, in accordance with the terms of the Indenture referred to in this Note, and directs that any Holder shares of Common Stock issuable and deliverable upon written request such conversion, together with any cash comprising the Daily Conversion Values or a portion of the Daily Settlement Amounts for each of the twenty Trading Days during the Cash Settlement Averaging Period and without chargefor any fractional shares, and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. FOR VALUE RECEIVED If any shares of Common Stock or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Any amount required to be paid to the undersigned on account of interest accompanies this Note. Signature(s) Signature Guarantee Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of Common Stock are to be issued, or Notes to be delivered, other than to and in the name of the registered holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address. Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(s) of the holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification Number To: AFFILIATED MANAGERS GROUP, INC. The undersigned registered owner of this Note hereby acknowledges receipt of a notice from AFFILIATED MANAGERS GROUP, INC. (the “Company”) as to the occurrence of a Repurchase Date and specifying the Repurchase Date and requests and instructs the Company to repay to the registered holder hereof in accordance with the applicable provisions of the Indenture referred to in this Note (1) the entire principal amount of this Note, or the portion thereof (that is $1,000 principal amount or an integral multiple thereof) below designated, and (2) if such Repurchase Date does not fall during the period after an Interest Record Date and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest, including Contingent Interest, if any, and Additional Interest, if any, thereon to, but excluding, such Repurchase Date. In the case of certificated Notes, the certificate numbers of the Notes to be repurchased are as set forth below: Signature(s) Social Security or Other Taxpayer Identification Number Principal amount to be repaid (if less than all): $ ,000 NOTICE: The above signature(s) of the holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. To: AFFILIATED MANAGERS GROUP, INC. The undersigned registered owner of this Note hereby acknowledges receipt of a notice from AFFILIATED MANAGERS GROUP, INC. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Repurchase Date and requests and instructs the Company to repay to the registered holder hereof in accordance with the applicable provisions of the Indenture referred to in this Note (1) the entire principal amount of this Note, or the portion thereof (that is $1,000 principal amount or an integral multiple thereof) below designated, and (2) if such Fundamental Change Repurchase Date does not fall during the period after an Interest Record Date and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest, including Contingent Interest, if any, and Additional Interest, if any, thereon to, but excluding, such Fundamental Change Repurchase Date. In the case of certificated Notes, the certificate numbers of the Notes to be repurchased are as set forth below: Signature(s) Social Security or Other Taxpayer Identification Number Principal amount to be repaid (if less than all): $ ,000 NOTICE: The above signature(s) of the holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. For value received, hereby sell(s), assign(s) and transfer(s) unto Insert (Please insert social security or Taxpayer Identification No. Number of assignee) the within Note, and hereby irrevocably constitutes and appoints attorney to transfer the said Note on the books of the Company Company, with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this the within Note occurring prior to ______________the Resale Restriction Termination Date, as defined in the Indenture governing such Note, the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:
o (1) This Note is being transferred transferred: o To Affiliated Managers Group, Inc. or a subsidiary thereof; or o Pursuant to a “qualified institutional buyer” registration statement that has become or been declared effective under the Securities Act of 1933, as amended; or o Pursuant to and in compliance with Rule 144A under the Securities Act of 1933, as amended amended; or o Pursuant to and certification in the form of Exhibit F to the Indenture is being furnished herewith.
o (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration Rule 144 under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
o (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing boxes is checked, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied. Date: Seller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee:5 By To be executed by an executive officer 5 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.; or
Appears in 1 contract
Abbreviations. Customary abbreviations may be The following abbreviations, when used in the name inscription of a Holder the face of this Debenture, shall be construed as though they were written out in full according to applicable laws or an assignee, such as: regulations. TEN COM (= - as tenants in common), common UNIF GIFT MIN ACT -____ Custodian ____ TEN ENT (= tenants - as tenant by the entireties), entireties (Cust) (Minor) JT TEN (= - as joint tenants with right of survivorship under Uniform Gifts to Minors Act and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act). The Company will furnish a copy of the Indenture to any Holder upon written request and without charge. FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. attorney to transfer said Note on the books of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Note occurring prior to common ______________, the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:
o (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification ________________________ Additional abbreviations may also be used though not in the form above list. TO: TOWER AUTOMOTIVE, INC. BNY MIDWEST TRUST COMPANY The undersigned registered owner of Exhibit F this Debenture hereby irrevocably exercises the option to convert this Debenture, or the Indenture portion thereof (which is being furnished herewith.
o (2$1,000 or a multiple thereof) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act below designated, into shares of 1933Common Stock of Tower Automotive, as amendedInc., provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
o (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions terms of transfer set forth the Indenture referred to in this Note Debenture, and requests and instructs the Company to issue and deliver to the undersigned registered owner (unless a different name has been indicated below) the shares of Common Stock issuable and deliverable upon such conversion (and/or, should the Company elect to deliver cash, or a combination of cash and Common Stock in lieu thereof, a check for the cash amount payable), together with (i) any Debentures representing any unconverted principal amount hereof and (ii) any check in payment for interest, if any, and fractional shares. Capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Indenture. If none shares of Common Stock or any portion of the foregoing boxes is checked, the Trustee is principal amount of this Debenture not obligated converted are to register this Note be issued in the name of any a Person other than the Holder hereof unless undersigned, the undersigned will provide the appropriate information below and until the conditions to any such pay all transfer of registration set forth herein and in the Indenture have been satisfiedtaxes payable with respect thereto. DateDated: Seller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee:5 By To be executed by an executive officer 5 Signatures _______________________ _____________________ _____________________ Signature(s) Signature(s) must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Debenture Registrar, which requirements include membership or participation in the Securities Security Transfer Association Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Debenture Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.. ________________________ Signature Guarantee NOTICE: The above signatures of the holder(s) hereof must correspond with the name as written upon the face of the Debenture in every particular without alteration or enlargement or any change whatsoever. Fill in the registration of shares of Common Stock if to be issued, and Debentures if to be delivered, other than to and in the name of the registered holder: _________________ (Name) _________________ (▇▇▇▇▇▇ ▇▇▇▇▇▇▇) _________________ (City, State and Zip Code) _________________ Please print name and address Principal amount to be converted (if less than all): $_________________ Social Security or Other Taxpayer Identification Number: _________________ TO: TOWER AUTOMOTIVE, INC. BNY MIDWEST TRUST COMPANY The undersigned registered owner of this Debenture hereby irrevocably acknowledges receipt of a notice from Tower Automotive, Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repurchase the entire principal amount of this Debenture, or the portion thereof (which is $1,000 or a multiple thereof) below designated, in accordance with the terms of the Indenture referred to in this Debenture at the price of 100% of such entire principal amount or portion thereof, together with accrued and unpaid interest (including Additional Interest, if any) to, but excluding, the Fundamental Change Repurchase Date, to the registered holder hereof unless a different name has been indicated below. Capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Indenture. This Debenture shall be repurchased by the Company as of the Fundamental Change Repurchase Date pursuant to the terms and conditions specified in the Indenture. If shares of Common Stock or any portion of the principal amount of this Debenture is to be issued or paid, as applicable, to a Person other than the undersigned, the undersigned will provide the appropriate information below and pay all transfer taxes payable with respect thereto. If the Company elects to pay the Fundamental Change Repurchase Price, in whole or in part, in shares of Common Stock but such portion of the Fundamental Change Repurchase Price shall ultimately be paid to such holder entirely in cash because any of the conditions to payment of the Fundamental Change Repurchase Price in shares of Common Stock is not satisfied prior to the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date, the undersigned registered owner elects: to withdraw this Fundamental Change Repurchase Election as to $__________ principal amount of the Debentures to which this Fundamental Change Repurchase Election relates (Certificate Numbers: ______________________________________________), or to receive cash in respect of $_______________ principal amount of the Debentures to which this Fundamental Change Repurchase Election relates. Dated: _______________________ _____________________ _____________________ Signature(s) NOTICE: The above signatures of the holder(s) hereof must correspond with the name as written upon the face of the Debenture in every particular without alteration or enlargement or any change whatever. Debenture Certificate Number (if applicable): Principal amount to be repurchased (if less than all): Social Security or Other Taxpayer Identification Number: TO: TOWER AUTOMOTIVE, INC. BNY MIDWEST TRUST COMPANY The undersigned registered owner of this Debenture hereby irrevocably acknowledges receipt of a notice from Tower Automotive, Inc. (the “Company”) regarding the right of holders to elect to require the Company to repurchase the Debentures and requests and instructs the Company to repay the entire principal amount of this Debenture, or the portion thereof (which is $1,000 or a multiple thereof) below designated, in accordance with the terms of the Indenture at the price of 100% of such entire principal amount or portion thereof, together with accrued and unpaid interest (including Additional Interest, if any) to, but excluding, the Company Repurchase Date, to the registered holder hereof unless a different name has been indicated below. Capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Indenture. The Debentures shall be repurchased by the Company as of the Company Repurchase Date pursuant to the terms and conditions specified in the Indenture. If shares of Common Stock or any portion of the principal amount of this Debenture is to be issued or paid, as applicable, to a person other than the undersigned, the undersigned will provide the appropriate information below and pay all transfer taxes payable with respect thereto. If the Company elects to pay the Company Repurchase Price, in whole or in part, in shares of Common Stock but such portion of the Company Repurchase Price shall ultimately be paid to such holder entirely in cash because any of the conditions to payment of the Company Repurchase Price in shares of Common Stock is not satisfied prior to the close of business on the Business Day immediately preceding the Company Repurchase Date, the undersigned registered owner elects: to withdraw this Company Repurchase Election as to $__________ principal amount of the Debentures to which this Company Repurchase Election relates (Certificate Numbers: ____________________________________________), or to receive cash in respect of $_______________ principal amount of the Debentures to which this Company Repurchase Election relates. Dated: _______________________ _____________________ _____________________ Signature(s) NOTICE: The above signatures of the holder(s) hereof must correspond with the name as written upon the face of the Debenture in every particular without alteration or enlargement or any change whatever. Debenture Certificate Number (if applicable): _____________________________________ Principal amount to be repurchased (if less than all): _____________________________________ Social Security or Other Taxpayer Identification Number: _____________________________________
Appears in 1 contract
Sources: Convertible Senior Debentures (Tower Automotive Inc)
Abbreviations. Customary abbreviations may be The following abbreviations, when used in the name inscription on the face of a Holder this instrument, shall be construed as though they were written out in full according to applicable laws or an assignee, such asregulations: TEN COM (= - as tenants in common), common UNIF GIFT MIN ACT - Custodian TEN ENT (= - as tenants by the entireties), entireties (Cust) (Minor) under Uniform Gifts to Minors Act JT TEN (= - as joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act). The Company will furnish a copy of the Indenture to any Holder upon written request and without charge. FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. attorney to transfer said Note on the books of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Note occurring prior to common _________________ State Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned confirms that hereby sell(s), assign(s) and transfer(s) unto (Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such transfer is made without utilizing any general solicitation or general advertising interest to assignee on the Certificate Register of the Trust Fund. I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and further as follows:
o (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit F Class to the Indenture above named assignee and deliver such Certificate to the following address: . Dated: Signature by or on behalf of assignor Signature Guaranteed The assignee should include the following for purposes of distribution: funds to for the account of account number or, if mailed by check, to Applicable statements should be mailed to This information is being furnished herewith.
o (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunderassignee named above, and certification in or its agent. This is a Mortgage Loan Purchase Agreement (the form of Exhibit E to “Agreement”), dated August 24, 2005, between Citigroup Mortgage Loan Trust Inc., a Delaware corporation (the Indenture is being furnished herewith.
o (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing boxes is checked, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied. Date: Seller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee:5 By To be executed by an executive officer 5 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMPPurchaser”) or such other and Citigroup Global Markets Realty Corp., a New York corporation (the “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amendedSeller”).
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust Inc. 2005-4)
Abbreviations. Customary abbreviations may be The following abbreviations, when used in the name inscription of a Holder the face of this Note, shall be construed as though they were written out in full according to applicable laws or an assignee, such asregulations: TEN COM (= = as tenants in common), common UNIF GIFT MIN ACT = Uniform Gifts to Minors Act CUST = Custodian TEN ENT (= = as tenants by the entireties), entireties JT TEN (= = joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act)common SCHEDULE A6 The initial principal amount of this Note is $[ ]. The Company will furnish following increases or decreases in this Note have been made: Date of Exchange Amount of decrease in Principal Amount of this Note Amount of increase in Principal Amount of this Note Principal Amount of this Note following such decrease or increase Signature of authorized signatory of Trustee or Custodian 6 Include if a copy global note. To: MannKind Corporation The undersigned registered owner of this Note hereby exercises the option to convert this Note, or the portion hereof (that is $1,000 principal amount or a multiple thereof) below designated, and the Company, at its election, may deliver shares of Common Stock (together with cash in lieu of fractional shares) in accordance with the terms of the Indenture referred to in this Note, and directs that any shares of Common Stock issuable and deliverable upon such conversion, and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered Holder upon written request and without chargehereof unless a different name has been indicated below. FOR VALUE RECEIVED If any shares of Common Stock or any portion of this Note not converted are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Any amount required to be paid to the undersigned on account of interest accompanies this Note. Dated: Signature(s) Signature Guarantee Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of Common Stock are to be issued, or Notes to be delivered, other than to and in the name of the registered holder Holder. Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered Holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Social Security or Other Taxpayer Identification Number To: MannKind Corporation The undersigned registered owner of this Note hereby acknowledges receipt of a notice from MannKind Corporation (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company, offering to purchase the Notes and specifying the Fundamental Change Purchase Date. The undersigned registered owner of this Note hereby accepts the Company’s offer to purchase the Notes and instructs the Company to pay to the registered Holder hereof in accordance with the applicable provisions of the Indenture referred to in this Note (1) the entire principal amount of this Note, or the portion thereof (that is $1,000 principal amount or a multiple thereof) below designated, and (2) if such Fundamental Change Purchase Date does not fall during the period after a Regular Record Date and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest thereon to, but excluding, such Fundamental Change Purchase Date. In the case of Physical Notes, the certificate numbers of the Notes to be purchased are as set forth below: Dated: Signature(s) Social Security or Other Taxpayer Identification Number Principal amount to be repaid (if less than all): $ ,000 NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. For value received hereby sell(s), assign(s) and transfer(s) unto Insert (Please insert social security or Taxpayer Identification No. Number of assignee) the within Note, and hereby irrevocably constitutes and appoints attorney to transfer the said Note on the books of the Company Company, with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this the within Note occurring prior to ______________the Resale Restriction Termination Date, as defined in the Indenture governing such Note, the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:
o (1) This Note is being transferred transferred: ☐ To MannKind Corporation or a subsidiary thereof; or ☐ Pursuant to a “qualified institutional buyer” the registration statement that has become or been declared effective under the Securities Act of 1933, as amended; or ☐ Pursuant to and in compliance with Rule 144A under the Securities Act of 1933, as amended amended; or ☐ Pursuant to and certification in the form of Exhibit F to the Indenture is being furnished herewith.
o (2) This Note is being transferred to a Non-U.S. Person in compliance with Rule 144 under the Securities Act of 1933, as amended; or ☐ Pursuant to another available exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
o (3. Dated: Signature(s) This Note is being transferred other than in accordance with (1Signature Guarantee Signature(s) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing boxes is checked, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied. Date: Seller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee:5 By To be executed by an executive officer 5 Signatures must be guaranteed by an “eligible guarantor institution” meeting Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if Notes are to be delivered, other than to and in the requirements name of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amendedregistered Holder.
Appears in 1 contract
Sources: Indenture (Mannkind Corp)
Abbreviations. Customary abbreviations may be The following abbreviations, when used in the name inscription of a Holder the face of this Debenture, shall be construed as though they were written out in full according to applicable laws or an assignee, such as: regulations. TEN COM (= -- as tenants in common), common UNIF GIFT MIN ACT -- Custodian TEN ENT (= tenants -- as tenant by the entireties), JT TEN (= entireties (Cust) (Minor) as joint tenants with right of survivorship and not as tenants JT TEN -- in common), CUST (= Custodian) and U/G/M/A/ (= common under Uniform Gifts to Minors Act)Act --------------------------------- (State) Additional abbreviations may also be used though not in the above list. FORM OF CONVERSION NOTICE TO: ALLIED WASTE INDUSTRIES, INC. U.S. BANK NATIONAL ASSOCIATION The Company will furnish undersigned registered owner of this Debenture hereby irrevocably exercises the option to convert this Debenture, or the portion thereof (which is $1,000 or a copy multiple thereof) below designated, into shares of Common Stock of Allied Waste Industries, Inc. and/or cash in accordance with the terms of the Indenture referred to in this Debenture, and directs that the shares issuable and deliverable and/or cash payable upon such conversion, together with any Holder upon written request check in payment for fractional shares and without chargeany Debentures representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. FOR VALUE RECEIVED Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. If shares, any portion of this Debenture not converted or a check for cash payable are to be issued in the name of a person other than the undersigned, the undersigned registered holder hereby sell(s)will provide the appropriate information below and pay all transfer taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of Interest, assign(s) and transfer(s) unto Insert Taxpayer Identification Noincluding Contingent Interest, if any, accompanies this Debenture. attorney to transfer said Note on the books of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Note occurring prior to Dated: ______________, the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:
o (1_____________ ___________________________ Signature(s) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit F to the Indenture is being furnished herewith.
o (2Signature(s) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
o (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing boxes is checked, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied. Date: Seller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee:5 By To be executed by an executive officer 5 Signatures must be guaranteed by an “"eligible guarantor institution” " meeting the requirements of the Debenture Registrar, which requirements include membership or participation in the Securities Security Transfer Association Agent Medallion Program (“"STAMP”") or such other “"signature guarantee program” " as may be determined by the Debenture Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.. ________________________________________________________________________________ Signature Guarantee Fill in the registration of shares of Common Stock if to be issued, and Debentures if to be delivered, other than to and in the name of the registered holder: _________________________________ (Name) _________________________________ (Street Address) _________________________________ (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ Social Security or Other Taxpayer Identification Number: FORM OF FUNDAMENTAL CHANGE REPURCHASE ELECTION TO: ALLIED WASTE INDUSTRIES, INC. U.S. BANK NATIONAL ASSOCIATION The undersigned registered owner of this Debenture hereby irrevocably acknowledges receipt of a notice from Allied Waste Industries, Inc. (the "Company") as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repurchase the entire principal amount of this Debenture, or the portion thereof (which is $1,000 or a multiple thereof) below designated, in accordance with the terms of the Indenture referred to in this Debenture at the price of 100% of such entire principal amount or portion thereof, together with accrued Interest to, but excluding, the Fundamental Change Repurchase Date, to the registered holder hereof. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. Dated: ___________________________ ___________________________ Signature(s)
Appears in 1 contract
Abbreviations. Customary abbreviations may be The following abbreviations, when used in the name inscription of a Holder the face of this Security, shall be construed as though they were written out in full according to applicable laws or an assignee, such as: regulations. TEN COM (= – TEN ENT - JT TEN - as tenants in common), TEN ENT (= tenants common as tenant by the entireties), JT TEN (= entireties as joint tenants with right of survivorship and not as tenants in common), CUST (= Custodiancommon UNIF GIFT MIN ACT - ___ Custodian ___ (Cust) and U/G/M/A/ (= (Minor) under Uniform Gifts to Minors Act). The Company will furnish a copy of the Indenture to any Holder upon written request and without charge. FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. attorney to transfer said Note on the books of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Note occurring prior to Act ______________, the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:
o _____________ (1State) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification Additional abbreviations may also be used though not in the form above list. TO: ▇▇▇▇▇▇ CORPORATION BNY MIDWEST TRUST COMPANY The undersigned registered owner of Exhibit F this Security hereby irrevocably exercises the option to convert this Security, or the Indenture portion thereof (which is being furnished herewith.
o (2$1,000 or a multiple thereof) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act below designated, into shares of 1933, as amended, provided by Regulation S thereunder, and certification in the form Common Stock of Exhibit E to the Indenture is being furnished herewith.
o (3) This Note is being transferred other than ▇▇▇▇▇▇ Corporation in accordance with (1) or (2) above and documents are being furnished which comply with the conditions terms of transfer set forth the Indenture referred to in this Note Security, and directs that the shares issuable and deliverable upon such conversion, together with any check in payment for fractional shares and any Securities representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. If none shares or any portion of the foregoing boxes is checked, the Trustee is this Security not obligated converted are to register this Note be issued in the name of any Person a person other than the Holder hereof unless undersigned, the undersigned will provide the appropriate information below and until pay all transfer taxes payable with respect thereto. Any amount required to be paid by the conditions to any such transfer undersigned on account of registration set forth herein and in the Indenture have been satisfiedinterest, accompanies this Security. DateDated: Seller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee:5 By To be executed by an executive officer 5 Signatures ______________________ Signature(s) Signature(s) must be guaranteed by an “eligible guarantor institution” "ELIGIBLE GUARANTOR INSTITUTION" meeting the requirements of the Security Registrar, which requirements include membership or participation in the Securities Security Transfer Association Agent Medallion Program (“"STAMP”") or such other “signature guarantee program” "SIGNATURE GUARANTEE PROGRAM" as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.. Signature Guarantee Fill in the registration of shares of Common Stock if to be issued, and Securities if to be delivered, other than to and in the name of the registered holder: _____________________________ (Name) _____________________________ (▇▇▇▇▇▇ ▇▇▇▇▇▇▇) _____________________________ (City, State and Zip Code) _____________________________ Please print name and address _____________________________ Principal amount to be converted (if less than all): $________________________________ Social Security or Other Taxpayer Identification Number: _____________________________ TO: ▇▇▇▇▇▇ CORPORATION BNY MIDWEST TRUST COMPANY The undersigned registered owner of this Security hereby irrevocably acknowledges receipt of a notice from ▇▇▇▇▇▇ Corporation (the "COMPANY") regarding the right of Securityholders to elect to require the Company to repurchase the Securities upon the occurrence of a Designated Event with respect to the Company and requests and instructs the Company to repurchase this Security, or the portion thereof (which is $1,000 or an integral multiple thereof) below designated, in accordance with the terms and conditions of the Indenture at the price of 100% of such entire principal amount or portion thereof, together with accrued and unpaid Interest to, but excluding, the Designated Event Repurchase Date, to the registered Securityholder hereof. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. Dated: Signature(s):
Appears in 1 contract
Sources: Indenture (Commscope Inc)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act). The Company will furnish a copy of the Indenture to any Holder upon written request and without charge. FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. attorney to transfer said Note on the books of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Note occurring prior to ______________6, the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:
o (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit F to the Indenture is being furnished herewith.
o (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
o (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing boxes is checked, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied. Date: Seller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. 6 One year after the date of initial issuance or a later date when purchased from an affiliate of the Company. Signature Guarantee:5 Guarantee:7 By To be executed by an executive officer 5 7 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.
Appears in 1 contract
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act). The Company will furnish a A copy of the Indenture to any Holder Warrant Agreement may be obtained by the holder hereof upon written request to the Company.
(1) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive shares of Common Stock and without chargeherewith tenders payment for such shares to the order of Harvest Natural Resources, Inc., in the amount of $ in accordance with the terms hereof. OR
(2) The undersigned hereby irrevocably elects to convert this Warrant into shares of Common Stock (before giving effect to the cashless exercise provisions) and herewith agrees to make payment therefor pursuant to the cashless exercise provisions of the Warrant Agreement, all on the terms and the conditions specified in the Warrant Certificate and the Warrant Agreement. The undersigned requests that a certificate for such shares be registered in the name of , whose address is and that such shares be delivered to , whose address is . If said number of shares is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name of , whose address is , and that such Warrant Certificate be delivered to whose address is . If the undersigned has elected to purchase Warrant Shares pursuant to option (1) above and such Warrant Shares have not been registered pursuant to a registration statement that has been declared effective under the Securities Act, the undersigned represents and warrants that (w) it is not a U.S. person (as defined in Regulation S) or purchasing for the account or benefit of a U.S. person, other than a distributor, and it is purchasing the Warrant Shares in an offshore transaction in accordance with Regulation S, (x) it is a qualified institutional buyer (as defined in Rule 144A) and is purchasing the Warrant Shares for its own account or for the account of another qualified institutional buyer, and it is aware that the Company is selling the Warrant Shares to it in reliance on Rule 144A; (y) it is an “accredited investor” within the meaning of Rule 501 under the Securities Act or (z) it is purchasing the Warrant Shares pursuant to another available exemption from the registration requirements of the Securities Act. Prior to a purchase of Warrant Shares pursuant to clauses (w) and (x) above, the Company and the Warrant Agent may request a certificate substantially in the form of Exhibit D and Exhibit E to the Warrant Agreement, respectively. Prior to the purchase of Warrant Shares pursuant to clause (y) above, the Company may request a certificate substantially in the form of Exhibit F and/or an opinion of counsel. Prior to the purchase of Warrant Shares pursuant to clause (z) above the Warrant Agent may request appropriate certificates and/or an opinion of counsel. [Include the following if applicable: The exercise of the right to receive shares of Common Stock pursuant to this Form of Election is specifically made contingent on the occurrence of the event or circumstance described below, and the undersigned hereby undertakes to notify the Warrant Agent if and when such occurrence occurs. If such notice is not provided to the Warrant Agent during the term of the Warrant Agreement, then the exercise of the right to receive shares of Common Stock pursuant to this Form of Election shall be null and void.] [If applicable: Description of contingent event or circumstance: .] Signature Date: The following exchanges of a part of this Global Warrant have been made: FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. (the “Assignee”) (Please type or print block letters) the within Warrant and all rights thereunder (the “Securities”), hereby irrevocably constituting and appointing attorney to transfer said Note Warrant on the books of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Note Warrant occurring prior to ______________the removal of the Restricted Legend, the undersigned confirms (i) the understanding that the Securities have not been registered under the Securities Act of 1933, as amended; (ii) that such transfer is made without utilizing any general solicitation or general advertising advertising; and (iii) further as follows:
o (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit F to the Indenture is being furnished herewith.
o (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
o (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing boxes is checked, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied. Date: Seller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee:5 By To be executed by an executive officer 5 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.
Appears in 1 contract
Sources: Warrant Agreement (Harvest Natural Resources, Inc.)
Abbreviations. Customary abbreviations may be The following abbreviations, when used in the name inscription on the face of a Holder this instrument, shall be construed as though they were written out in full according to applicable laws or an assignee, such asregulations: TEN COM (= - as tenants in common), common UNIF GIFT MIN ACT - Custodian TEN ENT (= - as tenants by the entireties), entireties (Cust) (Minor) under Uniform Gifts to Minors Act JT TEN (= - as joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act). The Company will furnish a copy of common State Additional abbreviations may also be used though not in the Indenture to any Holder upon written request and without chargeabove list. FOR VALUE RECEIVED RECEIVED, the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert (Please print or typewrite name, address including postal zip code, and Taxpayer Identification No. attorney to transfer said Note on the books Number of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Note occurring prior assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund. I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address: Dated: Signature by or on behalf of assignor Signature Guaranteed The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to , for the account of , account number___________, or, if mailed by check, to , Applicable statements should be mailed to , . This information is provided by , the undersigned confirms assignee named above, or , as its agent. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”). Series 2005-9 Pass-Through Rate: Variable Cut-off Date and date of Pooling and Servicing Agreement: November 1, 2005 First Distribution Date: December 27, 2005 No. 1 Aggregate Notional Amount of the Class I-IOP Certificates as of the Issue Date: $116,623,000.00 Denomination: $116,623,000.00 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: November 30, 2005 CUSIP: 17307G K4 9 THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL VARY MONTHLY. ACCORDINGLY, THE OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY TIME MAY VARY FROM THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE. evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES. This certifies that such transfer Cede & Co. is made without utilizing any general solicitation or general advertising and further the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Notional Amount of the Class I-IOP Certificates as follows:
o (1of the Issue Date) This Note is being transferred in that certain beneficial ownership interest evidenced by all the Class I-IOP Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “qualified institutional buyerAgreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” in compliance with Rule 144A which term includes any successor entity under the Securities Act Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of 1933certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class I-IOP Certificates on such Distribution Date pursuant to the Agreement. All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as amended such name and certification address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the form Agreement. This Certificate is one of Exhibit F to a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Indenture is being furnished herewith.
o Series specified on the face hereof (2herein called the “Certificates”) This Note is being transferred to a Non-U.S. Person in compliance with and representing the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification Percentage Interest specified above in the form Class of Exhibit E Certificates to which this Certificate belongs. The Certificates are limited in right of payment to certain collections and recoveries respecting the Indenture is being furnished herewith.
o (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing boxes is checkedMortgage Loans, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration all as more specifically set forth herein and in the Indenture have been satisfiedAgreement. Date: Seller By NOTICE: As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans. The signature Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee nor any such agent shall be affected by notice to the contrary. The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this assignment must correspond with Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the name as written upon the face Agreement. The exercise of such right will effect early retirement of the withinCertificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 5% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-mentioned instrument in every particularoff Date. The recitals contained herein shall be taken as statements of the Depositor, without alteration or any change whatsoeverand the Trustee assumes no responsibility for their correctness. Signature Guarantee:5 By To be Unless the certificate of authentication hereon has been executed by an executive officer 5 Signatures must the Authenticating Agent, by manual signature, this Certificate shall not be guaranteed by an “eligible guarantor institution” meeting entitled to any benefit under the requirements of the Registrar, which requirements include membership Agreement or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amendedvalid for any purpose.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust Inc., Series 2005-9)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) ), and U/G/M/A/ A (= Uniform Gifts to Minors Act). The Company will furnish a copy of the Indenture to any Holder Holder, upon written request and without charge, a copy of the Indenture. FOR VALUE RECEIVED Requests may be made to: Beazer Homes USA, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇-▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Secretary SUBSIDIARY GUARANTEE For value received, each of the undersigned registered holder hereby sell(s)hereby, assign(s) jointly and transfer(s) unto Insert Taxpayer Identification No. attorney severally, unconditionally guarantees to transfer said the Holder of this Note the payments of principal of, premium, if any, and interest on this Note in the amounts and at the time when due and interest on the books overdue principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or performance of all other obligations of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Note occurring prior to ______________, the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:
o (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933Indenture or the Notes, as amended and certification in the form of Exhibit F to the Indenture is being furnished herewith.
o (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act Holder of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
o (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing boxes is checked, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied. Date: Seller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee:5 By To be executed by an executive officer 5 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMPTrustee, all in accordance with and subject to the Securities Exchange Act terms and limitations of 1934this Note, as amended.Article 11 of the Indenture and this Subsidiary Guarantee. This Subsidiary Guarantee will become effective in accordance with Article 11 of the Indenture and its terms shall be evidenced therein. The validity and enforceability of any Subsidiary Guarantee shall not be affected by the fact that it is not affixed to any particular Note. The obligations of the undersigned to the Holders of Notes and to the Trustee pursuant to the Subsidiary Guarantee and the Indenture are expressly set forth in Article 11 of the Indenture and reference is hereby made to the Indenture for the precise terms of the Subsidiary Guarantee and all of the other provisions of the Indenture to which this Subsidiary Guarantee relates. This Subsidiary Guarantee is subject to release upon the terms set forth in the Indenture. BEAZER HOMES CORP. BEAZER/▇▇▇▇▇▇▇ REALTY, INC. BEAZER HOMES SALES ARIZONA INC. BEAZER REALTY CORP. ▇▇▇▇▇▇ HOMES REALTY, INC. BEAZER MORTGAGE CORPORATION BEAZER HOMES HOLDINGS CORP. BEAZER HOMES TEXAS HOLDINGS, INC. BEAZER HOMES TEXAS, L.P., By: ------------------------- Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: An Authorized Officer of Each of the Subsidiary Guarantors OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Company pursuant to Section 4.11, 4.16 or 4.20 of the Indenture, check the box below: |_| Section 4.11 (Excess Proceeds Offer)
Appears in 1 contract
Sources: Indenture (Beazer Homes Texas Lp)
Abbreviations. Customary abbreviations may be The following abbreviations, when used in the name inscription of a Holder the face of this Note, shall be construed as though they were written out in full according to applicable laws or an assignee, such as: regulations. TEN COM (= - as tenants in common), common UNIF GIFT MIN ACT - Custodian TEN ENT (= tenants - as tenant by the entireties), entireties (Cust) (Minor) JT TEN (= - as joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= common under Uniform Gifts to Minors Act)Act TO: AIRTRAN HOLDINGS, INC. WILMINGTON TRUST COMPANY The Company will furnish undersigned registered owner [beneficial holder]* of this Note hereby irrevocably exercises the option to convert this Note, or the portion thereof (which is $1,000 or a copy multiple thereof) below designated, into shares of Common Stock of AirTran Holdings, Inc. in accordance with the terms of the Indenture referred to in this Note, and directs that the shares issuable and deliverable upon such conversion, together with any Holder upon written request check in payment for fractional shares and without charge. FOR VALUE RECEIVED any Notes representing any unconverted principal amount hereof, be issued and delivered to the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification Nohereof unless a different name has been indicated below. attorney Capitalized terms used herein but not defined shall have the meanings ascribed to transfer said Note on the books of the Company with full power of substitution such terms in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Note occurring prior to ______________, the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:
o (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit F to the Indenture is being furnished herewith.
o (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
o (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none shares or any portion of the foregoing boxes is checked, the Trustee is not obligated to register this Note not converted are to be issued in the name of any Person a person other than the undersigned, the undersigned will provide the appropriate information below and pay all transfer taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest, including contingent interest, if any, accompanies this Note. Name of Holder hereof unless and until the conditions to any such transfer or underlying participant of registration set forth herein and in the Indenture have been satisfied. Date: Seller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee:5 By To be executed by an executive officer 5 Signatures Depository Signature(s) Signature(s) must be guaranteed by an “eligible guarantor institution” meeting the requirements of the RegistrarNote registrar, which requirements include membership or participation in the Securities Security Transfer Association Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar Note registrar in addition to, or in substitution for, STAMP, all in * Insert for Global Note. accordance with the Securities Exchange Act of 1934, as amended. Signature Guarantee Fill in the registration of shares of Common Stock if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ Social Security or Other Taxpayer Identification Number: TO: AIRTRAN HOLDINGS, INC. WILMINGTON TRUST COMPANY The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from AirTran Holdings, Inc. (the “Company”) as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to redeem the entire principal amount of this Note, or the portion thereof (which is $1,000 or a multiple thereof) below designated, in accordance with the terms of the Indenture referred to in this Note at the price of 100% of such entire principal amount or portion thereof, together with accrued interest to, but excluding, the Fundamental Change Redemption Date, to the registered holder hereof. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture.
Appears in 1 contract
Sources: Indenture (Airtran Airways Inc)
Abbreviations. Customary abbreviations may be The following abbreviations, when used in the name inscription on the face of a Holder this instrument, shall be construed as though they were written out in full according to applicable laws or an assignee, such asregulations: TEN COM (= - as tenants in common), common UNIF GIFT MIN ACT - Custodian TEN ENT (= - as tenants by the entireties), entireties (Cust) (Minor) under Uniform Gifts to Minors Act JT TEN (= - as joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act). The Company will furnish a copy of common State Additional abbreviations may also be used though not in the Indenture to any Holder upon written request and without chargeabove list. FOR VALUE RECEIVED RECEIVED, the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert (Please print or typewrite name, address including postal zip code, and Taxpayer Identification No. attorney to transfer said Note on the books Number of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Note occurring prior assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund. I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address: Dated: Signature by or on behalf of assignor Signature Guaranteed The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to , for the account of , account number___________, or, if mailed by check, to , Applicable statements should be mailed to , . This information is provided by , the undersigned confirms assignee named above, or , as its agent. EXHIBIT A-11 FORM OF CLASS II-1-1A1 CERTIFICATE UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”). Series 2005-9 Pass-Through Rate: 5.50% Cut-off Date and date of Pooling and Servicing Agreement: November 1, 2005 First Distribution Date: December 27, 2005 No. 1 Aggregate Certificate Principal Balance of the Class II-1-1A1 Certificates as of the Issue Date: $8,494,000.00 Denomination: $8,494,000.00 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: November 30, 2005 CUSIP: 17307G K9 8 DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE. evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES. This certifies that such transfer Cede & Co. is made without utilizing any general solicitation or general advertising and further the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class II-1-1A1 Certificates as follows:
o (1of the Issue Date) This Note is being transferred in that certain beneficial ownership interest evidenced by all the Class II-1-1A1 Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “qualified institutional buyerAgreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” in compliance with Rule 144A which term includes any successor entity under the Securities Act Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of 1933certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class II-1-1A1 Certificates on such Distribution Date pursuant to the Agreement. All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as amended such name and certification address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the form Agreement. This Certificate is one of Exhibit F to a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Indenture is being furnished herewith.
o Series specified on the face hereof (2herein called the “Certificates”) This Note is being transferred to a Non-U.S. Person in compliance with and representing the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification Percentage Interest specified above in the form Class of Exhibit E Certificates to which this Certificate belongs. The Certificates are limited in right of payment to certain collections and recoveries respecting the Indenture is being furnished herewith.
o (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing boxes is checkedMortgage Loans, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration all as more specifically set forth herein and in the Indenture have been satisfiedAgreement. Date: Seller By NOTICE: As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans. The signature Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee nor any such agent shall be affected by notice to the contrary. The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this assignment must correspond with Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the name as written upon the face Agreement. The exercise of such right will effect early retirement of the withinCertificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-mentioned instrument in every particularoff Date. The recitals contained herein shall be taken as statements of the Depositor, without alteration or any change whatsoeverand the Trustee assumes no responsibility for their correctness. Signature Guarantee:5 By To be Unless the certificate of authentication hereon has been executed by an executive officer 5 Signatures must the Authenticating Agent, by manual signature, this Certificate shall not be guaranteed by an “eligible guarantor institution” meeting entitled to any benefit under the requirements of the Registrar, which requirements include membership Agreement or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amendedvalid for any purpose.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust Inc., Series 2005-9)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act). The Company Issuer will furnish a copy of the Indenture to any Holder upon written request and without charge. FOR VALUE RECEIVED .
(i) the undersigned registered holder hereby sell(s), assign(s) due and transfer(s) unto Insert Taxpayer Identification No. attorney to transfer said Note punctual payment of the principal of and interest on the books Notes, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal and interest, if any, on the Notes, to the extent lawful, and the due and punctual performance of all other obligations of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Note occurring prior to ______________, the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:
o (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit F Issuer to the Indenture is being furnished herewith.
o (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
o (3) This Note is being transferred other than in accordance with (1) Holders or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing boxes is checked, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied. Date: Seller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee:5 By To be executed by an executive officer 5 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act terms set forth in Article 6 of 1934the Indenture and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors under this Guarantee are subordinated to all Senior Debt of a Guarantor, as amendedset forth in Article 11 of the Indenture. No past, present or future stockholder, officer, director, employee or incorporator, as such, of any of the Guarantors shall have any liability under the Guarantee by reason of such person’s status as stockholder, officer, director, employee or incorporator. Each Holder of a Note by accepting a Note waives and releases all such liability. This waiver and release are part of the consideration for the issuance of the Guarantee. Each Holder of a Note by accepting a Note agrees that any Guarantor named below shall have no further liability with respect to its Guarantee if such Guarantor otherwise ceases to be liable in respect of its Guarantee in accordance with the terms of the Indenture. The Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Notes upon which the Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers. HOVNANIAN ENTERPRISES, INC. ALL SEASONS, INC. ARROW PROPERTIES, INC. CONDOMINIUM COMMUNITY (BOWIE NEW TOWN), INC. CONDOMINIUM COMMUNITY (LARGO TOWN), INC. CONDOMINIUM COMMUNITY (PARK PLACE), INC. CONDOMINIUM COMMUNITY (QUAIL RUN), INC. CONDOMINIUM COMMUNITY (▇▇▇▇▇▇ DRIVE), INC. CONSULTANTS CORPORATION DESIGNED CONTRACTS. INC. EXC, INC. FORTIS HOMES, INC. HOUSING-HOME SALES, INC. HOVNANIAN DEVELOPMENTS OF FLORIDA, INC. K. HOV INTERNATIONAL, INC. K. HOV IP, II, INC. K. HOV IP, III, INC. K. HOV IP, INC. K. HOV IP, IV, INC.
Appears in 1 contract
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ A (= Uniform Gifts to Minors Act). The Company will furnish a copy of the Indenture to any Holder upon written request and without chargecharge a copy of the Indenture. Requests may be made to GST Equipment Funding, Inc., ▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇▇ ▇▇▇, Vancouver, Washington 98662, Attention: Chief Executive Officer. [FORM OF TRANSFER NOTICE] FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification NoINSERT TAXPAYER IDENTIFICATION NO. Please print or typewrite name and address including zip code of assignee the within Note and all rights thereunder, hereby irrevocably constituting and appointing attorney to transfer said Note on the books of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGENDSECURITIES OTHER THAN EXCHANGE SECURITIES, PERMANENT OFFSHORE GLOBAL SECURITIES AND PERMANENT OFFSHORE PHYSICAL SECURITIES] In connection with any transfer of this Note occurring prior to ______________the date which is the earlier of (i) the date of an effective Registration or (ii) the end of the period referred to in Rule 144(k) under the Securities Act, the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:that: [CHECK ONE]
o (1a) This this Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit F to the Indenture is being furnished herewith.
o (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S Rule 144A thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.. OR
o (3b) This this Note is being transferred other than in accordance with (1) or (2a) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing boxes is checked, the Trustee is or other Registrar shall not be obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 2.08 of the Indenture shall have been satisfied. Date: Seller By ------------------------------------ NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee:5 By TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------------------------ NOTICE: To be executed by an executive officer 5 Signatures must be guaranteed OPTION OF HOLDER TO ELECT PURCHASE If you wish to have this Note purchased by an “eligible guarantor institution” meeting the requirements Company pursuant to Section 4.12 or Section 4.14 of the RegistrarIndenture, which requirements include membership or participation in check the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined Box: |_| If you wish to have a portion of this Note purchased by the Registrar Company pursuant to Section 4.12 or Section 4.14 of the Indenture, state the amount (in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.principal amount): $----------------. Date:
Appears in 1 contract
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) custodian), and U/G/M/A/ A (= Uniform Gifts Gift to Minors Act). The Company will furnish a copy of the Indenture I or we assign and transfer this Security to any Holder upon written request (Print or type assignee’s name, address, and without charge. FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(szip code) and transfer(s) unto Insert Taxpayer Identification No. attorney irrevocably appoint agent to transfer said Note this Security on the books of the Company with full power of substitution in the premisesCompany. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Note occurring prior The agent may substitute another to ______________, the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:
o (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit F to the Indenture is being furnished herewith.
o (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
o (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing boxes is checked, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfiedact for him. Date: Seller By NOTICEYour signature: The signature to (Sign exactly as your name appears on the other side of this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Security) Signature Guarantee:5 By To be executed by an executive officer 5 Signatures Guarantee: Signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation participant in the Securities Transfer Association a recognized Signature Guarantee Medallion Program (“STAMP”or other signature guarantor program reasonably acceptable to the Trustee)
(i) the due and punctual payment of the principal of and interest on the Securities, whether at maturity, by acceleration or such otherwise, the due and punctual payment of interest on the overdue principal and interest, if any, on the Securities, to the extent lawful, and the due and punctual performance of all other “signature guarantee program” as may be determined by obligations of the Registrar in addition to, Company to the Holders or in substitution for, STAMP, the Trustee all in accordance with the terms set forth in Article Nine of the Indenture and (ii) in case of any extension of time of payment or renewal of any Securities Exchange Act or any of 1934such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. No past, present or future stockholder, officer, director, employee or incorporator, as amendedsuch, of any of the Guarantors shall have any liability under the Guarantee by reason of such person’s status as stockholder, officer, director, employee or incorporator. Each holder of a Security by accepting a Security waives and releases all such liability. This waiver and release are part of the consideration for the issuance of the Guarantees. Each holder of a Security by accepting a Security agrees that any Guarantor named below shall have no further liability with respect to its Guarantee if such Guarantor otherwise ceases to be liable in respect of its Guarantee in accordance with the terms of the Indenture. The Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Securities upon which the Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers.
Appears in 1 contract
Sources: Senior Notes Indenture (Western Pacific Housing Del Valle LLC)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act). The Company will furnish a copy of the Indenture to any Holder upon written request and without charge. FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. attorney to transfer said Note on the books of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES CERTIFICATED NOTES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Note occurring prior to ______________12, the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:
o (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit F G to the Indenture is being furnished herewith.
o (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E F to the Indenture is being furnished herewith.
o (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing boxes is checked, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied. Date: Seller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee:5 By To be executed by an executive officer 5 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.By
Appears in 1 contract
Abbreviations. Customary abbreviations may be The following abbreviations, when used in the name inscription of a Holder the face of this Note, shall be construed as though they were written out in full according to applicable laws or an assignee, such asregulations. TEN-COM: TEN COM (= as tenants in common), TEN ENT (= common TEN-ENT: as tenants by the entireties), JT entireties UNIF GIFT MIN ACT Uniform Gifts to Minors Act Cust Custodian JT-TEN (= as joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= under Uniform Gifts to Minors Act)Act Additional abbreviations may also be used though not in the above list. The Company will furnish Piedmont Office Realty Trust, Inc., a copy of Maryland Corporation (hereinafter referred to as the Indenture “Guarantor,” which term includes any successor under the Indenture, referred to any Holder upon written request and without charge. FOR VALUE RECEIVED the undersigned registered holder hereby sell(sbelow), assign(s) hereby irrevocably and transfer(s) unto Insert Taxpayer Identification No. attorney to transfer said Note unconditionally guarantees on a senior basis on the books of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Note occurring prior to ______________, the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:
o (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit F to the Indenture is being furnished herewith.
o (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
o (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer terms set forth in this Note the Indenture the Guarantee Obligations, which include (i) the due and punctual payment of the principal of (including the Redemption Price upon redemption pursuant to the Indenture) and Interest on the 2.750% Senior Notes due 2032 (the “Notes”) of Piedmont Operating Partnership, LP, a Delaware limited partnership (the “Issuer,” which term includes any successor thereto under the Indenture), whether at the Maturity Date, upon acceleration, upon redemption or otherwise, the due and punctual payment of Interest on any overdue principal and (to the extent permitted by law) Interest on any overdue Interest on the Notes, and the Indenture. If none due and punctual performance of all other obligations of the foregoing boxes is checkedIssuer, to the Holders of the Notes or the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied. Date: Seller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee:5 By To be executed by an executive officer 5 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act terms set forth in Article 15 of 1934the Base Indenture, and (ii) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at the Maturity Date, by acceleration, call for redemption or otherwise. This Guarantee has been issued under and pursuant to an Indenture dated as of March 6, 2014 (the “Base Indenture”), as amendedsupplemented by a Supplemental Indenture (the “Supplemental Indenture”) dated as of September 20, 2021 (the Base Indenture, as supplemented by the Supplemental Indenture, and as it may be further amended or supplemented from time to time, the “Indenture”) among the Issuer, the Guarantor and U.S. Bank National Association, as Trustee (herein called the “Trustee,” which term includes any successor thereto under the Indenture). Terms (whether or not capitalized) that are defined in the Indenture and used but not otherwise defined in this Guarantee shall have the respective meanings ascribed thereto in the Indenture. The obligations of the Guarantor to the Holders of the Notes and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article 15 of the Base Indenture and reference is hereby made to such Indenture for the precise terms of this Guarantee. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to the Notes and all demands whatsoever. No past, present or future director, officer, employee, incorporator or stockholder (direct or indirect) of the Guarantor (or any such successor entity) as such, shall have any liability for any obligations of the Guarantor under this Guarantee or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. This is a continuing Guarantee and shall remain in full force and effect and shall be binding upon the Guarantor and its successors and assigns until full and final payment of all of the Issuer’s obligations under the Notes and Indenture or until legally discharged in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders of the Notes, and, in the event of any transfer or assignment of rights by any Holder of the Notes or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Guarantee of payment and performance and not of collection. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Guarantee is endorsed shall have been executed by the Trustee or a duly authorized authenticating agent under the Indenture by the manual signature of one of its authorized officers. The obligations of the Guarantor under this Guarantee shall be limited as provided in Article 15 of the Base Indenture to the extent necessary to ensure that it does not constitute a fraudulent conveyance under applicable law. THE TERMS OF ARTICLE 15 OF THE BASE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York.
Appears in 1 contract
Sources: Third Supplemental Indenture (Piedmont Office Realty Trust, Inc.)
Abbreviations. Customary abbreviations may be The following abbreviations, when used in the name inscription on the face of a Holder this instrument, shall be construed as though they were written out in full according to applicable laws or an assignee, such asregulations: TEN COM (= - as tenants in common), common UNIF GIFT MIN ACT - Custodian TEN ENT (= - as tenants by the entireties), entireties (Cust) (Minor) under Uniform Gifts to Minors Act JT TEN (= - as joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act). The Company will furnish a copy of common State Additional abbreviations may also be used though not in the Indenture to any Holder upon written request and without chargeabove list. FOR VALUE RECEIVED RECEIVED, the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert (Please print or typewrite name, address including postal zip code, and Taxpayer Identification No. attorney to transfer said Note on the books Number of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Note occurring prior assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund. I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address: Dated: Signature by or on behalf of assignor Signature Guaranteed The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to , for the account of , account number___________, or, if mailed by check, to , Applicable statements should be mailed to , . This information is provided by , the undersigned confirms assignee named above, or , as its agent. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”). THIS CERTIFICATE IS SUBORDINATE TO THE GROUP II SENIOR CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. Series 2005-9 Pass-Through Rate: Variable Cut-off Date and date of Pooling and Servicing Agreement: November 1, 2005 First Distribution Date: December 27, 2005 No.1 Aggregate Certificate Principal Balance of the Class II-B1 Certificates as of the Issue Date: $5,064,000.00 Denomination: $5,064,000.00 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: November 30, 2005 CUSIP: 17307G N6 1 DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE. evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES. This certifies that such transfer Cede & Co. is made without utilizing any general solicitation or general advertising and further the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class II-B1 Certificates as follows:
o (1of the Issue Date) This Note is being transferred in that certain beneficial ownership interest evidenced by all the Class II-B1 Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “qualified institutional buyerAgreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” in compliance with Rule 144A which term includes any successor entity under the Securities Act Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of 1933certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class II-B1 Certificates on such Distribution Date pursuant to the Agreement. All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as amended such name and certification address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the form Agreement. This Certificate is one of Exhibit F to a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Indenture is being furnished herewith.
o Series specified on the face hereof (2herein called the “Certificates”) This Note is being transferred to a Non-U.S. Person in compliance with and representing the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification Percentage Interest specified above in the form Class of Exhibit E Certificates to which this Certificate belongs. The Certificates are limited in right of payment to certain collections and recoveries respecting the Indenture is being furnished herewith.
o (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing boxes is checkedMortgage Loans, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration all as more specifically set forth herein and in the Indenture have been satisfiedAgreement. Date: Seller By NOTICE: As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans. The signature to this assignment must correspond Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee with the name as written consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the face transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the within-mentioned Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in every particularform satisfactory to the Certificate Registrar duly executed by, without alteration the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any change whatsoever. Signature Guarantee:5 By To Person using “Plan Assets” to acquire this Certificate shall be executed by an executive officer 5 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all made except in accordance with Section 5.02(c) of the Securities Exchange Act Agreement. The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of 1934the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as amendedrequested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee nor any such agent shall be affected by notice to the contrary. The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 10% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date. The recitals contained herein shall be taken as statements of the Depositor, and the Trustee assumes no responsibility for their correctness. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust Inc., Series 2005-9)
Abbreviations. Customary abbreviations may be The following abbreviations, when used in the name inscription on the face of a Holder this instrument, shall be construed as though they were written out in full according to applicable laws or an assignee, such asregulations: TEN COM (= - as tenants in common), common UNIF GIFT MIN ACT - Custodian TEN ENT (= - as tenants by the entireties), entireties (Cust) (Minor) under Uniform Gifts to Minors Act JT TEN (= - as joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act). The Company will furnish a copy of common State Additional abbreviations may also be used though not in the Indenture to any Holder upon written request and without chargeabove list. FOR VALUE RECEIVED RECEIVED, the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert (Please print or typewrite name, address including postal zip code, and Taxpayer Identification No. attorney to transfer said Note on the books Number of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Note occurring prior assignee) a Percentage Interest equal to ____% evidenced by the within Mortgage Pass-Through Certificates and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund. I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address: Dated: Signature by or on behalf of assignor Signature Guaranteed The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to , for the account of , account number___________, or, if mailed by check, to , Applicable statements should be mailed to , . This information is provided by , the undersigned confirms assignee named above, or , as its agent. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”). THIS CERTIFICATE IS SUBORDINATE TO THE GROUP I SENIOR CERTIFICATES, THE CLASS I-B1 CERTIFICATES, THE CLASS I-B2 CERTIFICATES, THE CLASS 1-B3 CERTIFICATES, THE CLASS 1-B4 CERTIFICATES AND THE CLASS 1-B5 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. Series 2005-9 Pass-Through Rate: Variable Cut-off Date and date of Pooling and Servicing Agreement: November 1, 2005 First Distribution Date: December 27, 2005 No. 1 Aggregate Certificate Principal Balance of the Class I-B6 Certificates as of the Issue Date: $379,554.00 Denomination: $379,554.00 Master Servicer: CitiMortgage, Inc. Trust Administrator: CitiMortgage, Inc. Certificate Registrar, Paying Agent and Authenticating Agent: Citibank, N.A. Trustee: U.S. Bank National Association Issue Date: November 30, 2005 CUSIP: 17307G S8 2 DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE. evidencing a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting primarily of a pool of conventional one- to four-family, adjustable-rate and fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold by THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, CITIBANK, N.A. THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES. This certifies that Cede & Co. is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class I-B6 Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class I-B6 Certificates in the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any successor entity under the Agreement), the Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (a “Distribution Date”), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class I-B6 Certificates on such Distribution Date pursuant to the Agreement. All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Paying Agent by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Paying Agent in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Paying Agent of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Paying Agent for that purpose as provided in the Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (herein called the “Certificates”) and representing the Percentage Interest specified above in the Class of Certificates to which this certificate belongs. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans. The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, and the rights of the Certificateholders, under the Agreement at any time by the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Certificate Registrar as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and any agent of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee nor any such agent shall be affected by notice to the contrary. The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by the Trustee and required to be paid to them pursuant to the Agreement following the earlier of (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan and REO Property remaining in the Trust Fund and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans in the Collateral Pool relating to this Certificate and all property acquired in respect of any Mortgage Loan in such Collateral Pool at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates relating to such Collateral Pool; however, such right to purchase is subject to the aggregate Stated Principal Balance of the Mortgage Loans in such Collateral Pool at the time of purchase being less than 5% of the aggregate principal balance of the Mortgage Loans in such Collateral Pool as of the Cut-off Date. No transfer of this Certificate shall be made unless the transfer is made without utilizing any general solicitation or general advertising and further as follows:
o (1) This Note is being transferred to a “qualified institutional buyer” in compliance with as defined under Rule 144A under the Securities Act of 1933, as amended (the “1933 Act”), in a transaction that is exempt from the registration requirements of the 1933 Act and certification that does not require registration or qualification under applicable state securities laws. In the event that a transfer of this Certificate is to be made, the Certificate Registrar shall require receipt of written certifications from the Holder of the Certificate desiring to effect the transfer, and from such Holder's prospective transferee, substantially in the form of Exhibit F forms attached to the Indenture Agreement as Exhibit F-1. None of the Depositor or the Trustee is being furnished herewith.
o (2) This Note is being transferred obligated to a Non-U.S. Person in compliance with register or qualify the exemption from registration Class of Certificates specified on the face hereof under the Securities 1933 Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of 1933such Certificates without registration or qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to indemnify the Trustee, as amendedthe Depositor, provided by Regulation S thereunderthe Trust Administrator, the Certificate Registrar, the Paying Agent, the Authenticating Agent and certification in the form of Exhibit E to Master Servicer against any liability that may result if the Indenture transfer is being furnished herewith.
o (3) This Note not so exempt or is being transferred other than not made in accordance with (1) such federal and state laws. No transfer of this Certificate to a Plan subject to ERISA or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none Section 4975 of the foregoing boxes is checkedCode, the Trustee is not obligated to register this Note in the name any Person acting, directly or indirectly, on behalf of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied. Date: Seller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration Plan or any change whatsoever. Signature Guarantee:5 By To person using Plan Assets to acquire this Certificate shall be executed by an executive officer 5 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all made except in accordance with Section 5.02(c) of the Securities Exchange Act Agreement. The recitals contained herein shall be taken as statements of 1934the Depositor, as amendedand the Trustee assumes no responsibility for their correctness. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust Inc., Series 2005-9)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act). The Company will furnish a A copy of the Indenture to any Holder Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Table of Contents
(1) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive shares of Common Stock and without chargeherewith tenders payment for such shares to the order of Green Field Energy Services, Inc., in the amount of $ in accordance with the terms hereof. OR
(2) The undersigned hereby irrevocably elects to convert this Warrant into shares of Common Stock (before giving effect to the cashless exercise provisions) and herewith agrees to make payment therefor pursuant to the cashless exercise provisions of the Warrant Agreement, all on the terms and the conditions specified in the Warrant Certificate and the Warrant Agreement. The undersigned requests that a certificate for such shares be registered in the name of , whose address is and that such shares be delivered to , whose address is . If said number of shares is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name of , whose address is , and that such Warrant Certificate be delivered to whose address is . If the undersigned has elected to purchase Warrant Shares pursuant to option (1) above and such Warrant Shares have not been registered pursuant to a registration statement that has been declared effective under the securities act, the undersigned represents and warrants that (w) it is not a U.S. person (as defined in Regulation S) or purchasing for the account or benefit of a U.S. person, other than a distributor, and it is purchasing the Warrant Shares in an offshore transaction in accordance with Regulation S, (x) it is a qualified institutional buyer (as defined in Rule 144A) and is purchasing the Warrant Shares for its own account or for the account of another qualified institutional buyer, and it is aware that the Company is selling the Warrant Shares to it in reliance on Rule 144A; (y) it is an “accredited investor” within the meaning of Rule 501 under the Securities Act or (z) it is purchasing the Warrant Shares pursuant to another available exemption from the registration requirements of the Securities Act. Prior to a purchase of Warrant Shares pursuant to clauses (w) and (x) above, the Company and the Warrant Agent may request a certificate substantially in the form of Exhibit D and Exhibit E to the Warrant Agreement respectively. Prior to the purchase of Warrant Shares pursuant to clause (y) above, the Company may request a certificate substantially in the form of Exhibit F and/or an opinion of counsel. Prior to the purchase of Warrant Shares pursuant to clause (z) above the Warrant Agent may request appropriate certificates and/or an opinion of counsel. Table of Contents Signature Date: Signature Guaranteed Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Warrant Agent, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Warrant Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Table of Contents The following exchanges of a part of this Global Warrant have been made: Table of Contents FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. (the “Assignee”) (Please type or print block letters) the within Warrant and all rights thereunder (the “Securities”), hereby irrevocably constituting and appointing attorney to transfer said Note Warrant on the books of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Note Warrant occurring prior to ______________the removal of the Restricted Legend, the undersigned confirms (i) the understanding that the Securities have not been registered under the Securities Act of 1933, as amended; (ii) that such transfer is made without utilizing any general solicitation or general advertising advertising; and (iii) further as follows:
o (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit F to the Indenture is being furnished herewith.
o (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
o (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing boxes is checked, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied. Date: Seller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee:5 By To be executed by an executive officer 5 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.
Appears in 1 contract
Sources: Warrant Agreement (Green Field Energy Services, Inc.)
Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= ENT(= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act). The Company will furnish a copy of the Indenture to any Holder upon written request and without charge. FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. attorney to transfer said Note on the books of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND] In connection with any transfer of this Note occurring prior to ______________, the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:
o (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit F to the Indenture is being furnished herewith.
o (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E I to the Indenture is being furnished herewith.
o (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture. If none of the foregoing boxes is checked, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied. Date: Seller By NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever. Signature Guarantee:5 By To be executed by an executive officer 5 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.By
Appears in 1 contract
Sources: Indenture (Eastman Kodak Co)