Authorization of Certificates Sample Clauses

Authorization of Certificates. The Seller, in its sole discretion, may request the Owner Trustee to issue a Certificate or Certificates to represent the Residual Interest. Upon request by the Seller pursuant to this Section 3.2, the Owner Trustee shall cause the Certificates to be executed on behalf of the Issuer, authenticated and delivered to or upon the written order of the Seller, signed by its chairman of the board, its president, its chief financial officer, its chief accounting officer, any vice president, its secretary, any assistant secretary, its treasurer or any assistant treasurer, without further corporate action by the Seller. The Certificates shall represent 100% of the beneficial interest in the Issuer and shall be fully paid and nonassessable.
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Authorization of Certificates. Business Loan Center, Inc., a Delaware corporation, (the "Company"), has duly authorized the sale of $18,078,507.20 in aggregate principal amount of its Business Loan Center SBA Loan-Backed Adjustable Rate Certificates, Series 1997-1, Class A (the "Class A Certificates"). The Company also will issue $1,787,984.23 in aggregate principal amount of its Business Loan Center SBA Loan-Backed Adjustable Rate Certificates, Series 1997-1, Class B (the "Class B Certificates" and, along with the Class A Certificates, the "Certificates"). The Class A Certificates and the Class B Certificates will be transferred by the Company to Business Loan Center Financial Corp. a wholly-owned, special purpose corporation (the "Subsidiary"). The Certificates will be issued pursuant to a Pooling and Servicing Agreement, dated as of December 1, 1997 (the "Pooling and Servicing Agreement"), between the Company and Marine Midland Bank, as trustee thereunder (together with its successors and assigns, the "Trustee"). The Certificates represent the entire beneficial ownership interest in a trust fund (the "Trust Fund") created by the Company which consists primarily of the right to receive payments and certain other amounts attributable to certain unguaranteed interests (the "Unguaranteed Interests") in a pool of loans (the "SBA Loans") partially guaranteed by the U.S. Small Business Administration (the "SBA") which will be sold and transferred to the Trustee by the Company. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement. The Class A Certificates are to be offered and sold by means of a Confidential Placement Memorandum (including any amendments or supplements thereto, the "CPM") prepared by the Company and pursuant to a Placement Agency Agreement, dated December 19, 1997 (the "Placement Agreement"), between the Company and Rothschild Inc., as placement agent (the "Placement Agent"), in a transaction exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the "Securities Act"). During the initial Interest Accrual Period, the Class A Certificates shall bear interest at a rate equal to 6.60% per annum and the Class B Certificates shall bear interest at a rate equal to 7.00% per annum. For each Interest Accrual Period thereafter, the Class A Certificates shall bear interest at a per annum rate equal to the Prime Rate minus 1.90% and the Class B Certificates shall bear i...
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Authorization of Certificates. 18 Section 4.02. FORM OF CERTIFICATES.....................................................................18 Section 4.03. CERTIFICATE OF AUTHENTICATION............................................................18 Section 4.04. REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE OF CERTIFICATES......................18 Section 4.05. MUTILATED, DESTROYED, LOST AND STOLEN CERTIFICATES.......................................19 Section 4.06. CANCELLATION.............................................................................20 Section 4.07. PERSONS DEEMED OWNERS....................................................................20 Section 4.08. BOOK ENTRY CERTIFICATES..................................................................20 Section 4.09. NOTICES TO CLEARING AGENCY...............................................................21 Section 4.10.
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Authorization of Certificates. There shall be issued under this Agreement [(i)] the [Class A] Certificates in the initial aggregate principal amount of $__________ [and (ii) the Class B Certificates in the initial aggregate principal amount of $---------.] The [Class A] Certificates [and the Class B Certificates] shall be initially issued in minimum denominations of $500,000, [each] as requested by the Depositor in writing prior to the date of issuance of the Certificates.
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Authorization of Certificates. SECTION 4.02 Issuance of the Certificates; Initial Principal Balances; Certificates Represent Beneficial Interest in Underlying Assets. SECTION 4.03 Form, Denomination and Delivery of Certificates. SECTION 4.04 Certificates Identical.
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Authorization of Certificates. The authorized amount of Certificates that may be issued by the Trust shall be limited to the initial aggregate Face Amount thereof issued on the Closing Date as provided in Section 4.02, together with Certificates issued pursuant to Sections 4.08, 4.09 and 4.14.
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Authorization of Certificates. The Fiscal Agent is hereby authorized to prepare, execute and deliver the Certificates in an Initial Principal Amount of Seventy-Five Million Fifty Thousand Dollars ($75,050,000), representing the aggregate of the Principal Components, and each evidencing and representing an undivided proportionate interest in the State Payments. The Certificates shall be designated the “State of Washington Certificates of Participation, Series 2016A (State and Local Agency Real and Personal Property).” The Certificates shall be prepared only in the form of fully registered Certificates, without coupons. The Certificates shall be in substantially the form set forth in Exhibit A hereto, with such necessary or appropriate insertions, omissions and variations as required hereby. No additional Certificates shall be executed and delivered hereunder other than in connection with transfers, exchanges, partial prepayments and replacements of Certificates. Each Certificate shall be numbered in such manner as the Fiscal Agent shall determine. Pursuant to recommendations promulgated by the Committee on Uniform Security Identification Procedures, “CUSIP” numbers may be printed on the Certificates. The Certificates may bear such endorsement relating thereto the Fiscal Agent may deem necessary or appropriate.
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Authorization of Certificates. (a) The total aggregate principal amount of Certificates which may be issued under this Trust Agreement shall not be limited except as otherwise provided herein. The aggregate principal amount of Certificates of each Series which may be issued, executed and delivered under this Trust Agreement is not limited except as set forth in the Supplemental Trust Agreement creating such Series.
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Related to Authorization of Certificates

  • Execution of Certificates The Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery of the Trustee's Mortgage Files relating thereto to it and, concurrently with such delivery, has executed, authenticated and delivered to or upon the order of the Depositor, in exchange for the Mortgage Loans, the Trustee's Mortgage Files and the other assets included in the definition of Trust Fund, Certificates duly authenticated by the Trustee in Authorized Denominations evidencing the entire ownership of the Trust Fund.

  • Effect of Certificates Any certificate signed by any officer of the Company and delivered to you or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby.

  • Retention of Certificates Any certificates representing unvested Shares shall be held by the Company. If unvested Shares are held in book entry form, the undersigned agrees that the Company may give stop transfer instructions to the depository to ensure compliance with the provisions hereof.

  • Registration of Certificates (a) The Trustee shall cause to be kept at one of the offices or agencies to be maintained in accordance with the provisions of Section 5.06 a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Trustee shall act as, or shall appoint, a Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. Upon surrender for registration of transfer of any Certificate at any office or agency maintained for such purpose pursuant to Section 5.06 (and subject to the provisions of this Section 5.02) the Trustee shall execute, and shall date, authenticate (or cause the Authenticating Agent to authenticate) and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like aggregate principal portion or Percentage Interest and of the same Class. At the option of the Certificateholders, Certificates may be exchanged for other Certificates of authorized Denominations of a like aggregate principal portion or Percentage Interest and of the same Class upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee shall execute, and shall date, authenticate (or cause the Authenticating Agent to authenticate) and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer or exchange shall (if so required by the Certificate Registrar or the Trustee) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Certificate Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any transfer or exchange of Certificates, but the Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. All Certificates surrendered for transfer and exchange shall be canceled by the Certificate Registrar, the Trustee or the Authenticating Agent in accordance with their standard procedures.

  • Transfer of Certificates In the event any Certificateholder shall wish to transfer such Certificate, the Depositor shall provide to such Certificateholder and any prospective transferee designated by such Certificateholder information regarding the Certificates and the Receivables and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Certificate without registration thereof under the Securities Act, pursuant to the exemption from registration provided by Rule 144A.

  • Cancellation of Certificates Any Certificate surrendered for registration of transfer or exchange shall be cancelled and retained in accordance with normal retention policies with respect to cancelled certificates maintained by the Trustee or the Certificate Registrar.

  • Sale of Certificates At 11:00 a.m. New York City time on the Startup Day, at the offices of XxXxx Xxxxxx llp, 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or at such other location acceptable to the Seller), the Seller and the Conduit Seller will sell and convey the Home Equity Loans and the money, instruments and other property related thereto to the Depositor and the Depositor will convey the Home Equity Loans and the money, instruments and other property related thereto to the Trustee and the Trustee will deliver (i) to the Underwriters (as designee of the Depositor), the Offered Certificates with an aggregate Percentage Interest in each Class equal to 100% registered in the name of Cede & Co. or in such other names as the Underwriters shall direct, against payment to the Depositor of the purchase price thereof by wire transfer of immediately available funds to the Trustee as designee of the Depositor and (ii) to the respective registered owners thereof (as designees of the Depositor, the Seller and the Conduit Seller), Class R Certificates registered in the name of CHEC Residual, LLC, a Delaware limited liability company, and the Class X-IO Certificates, registered in the name of CHEC Residual, LLC, a Delaware limited liability company (all such events shall be referred to herein as the “Closing”). END OF ARTICLE IV

  • Replacement of Certificates If (i) any Certificate is mutilated and is surrendered to the Trustee or any Authenticating Agent or (ii) the Trustee or any Authenticating Agent receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Trustee or the Authenticating Agent such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Depositor and any Authenticating Agent that such destroyed, lost or stolen Certificate has been acquired by a bona fide purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and Certificate Principal Amount. Upon the issuance of any new Certificate under this Section 3.05, the Trustee and Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or the Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant to this Section 3.05 shall constitute complete and indefeasible evidence of ownership in the applicable Trust Fund, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.

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