Book-Entry Notes. Unless the applicable Trust Issuance Certificate or Series Supplement, if any, provides otherwise, all of the related Series of Notes shall be issued in Book-Entry Form, and the Note Issuer shall execute and the Indenture Trustee shall, in accordance with this Section and the Issuer Order with respect to such Series, authenticate and deliver one or more Global Notes, evidencing the Notes of such Series which (i) shall be an aggregate original principal amount equal to the aggregate original principal amount of such Notes to be issued pursuant to the applicable Issuer Order, (ii) shall be registered in the name of the Clearing Agency therefor or its nominee, which shall initially be Cede & Co., as nominee for The Depository Trust Company, the initial Clearing Agency, (iii) shall be delivered by the Indenture Trustee to such Clearing Agency's or such nominee's instructions, and (iv) shall bear a legend substantially to the following effect: "TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN THE CLEARING AGENCY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE." Each Clearing Agency designated pursuant to this Section 2.11 must, at the time of its designation and at all times while it serves as Clearing Agency hereunder, be a "clearing agency" registered under the Exchange Act and any other applicable statute or regulation. No Holder of any such Series of Notes issued in Book-Entry Form shall receive a Definitive Note representing such Holder's interest in any such Notes, except as provided in Section 2.13 or in the applicable Trust Issuance Certificate or Series Supplement, if any, relating to such Notes. Unless (and until) certificated, fully registered Notes of any Series (the "Definitive Notes") have been issued to the Holders of such Series pursuant to Section 2.13 or pursuant to any applicable Trust Issuance Certificate or Series Supplement, if any, relating thereto: (a) the provisions of this Section 2.11 shall be in full force and effect; (b) the Note Issuer, the Servicer, the Paying Agent, the Note Registrar and the Indenture Trustee may deal with the Clearing Agency for all purposes (including the making of distributions on the Notes of such Series) as the authorized representatives of the Holders of such Series; (c) to the extent that the provisions of this Section 2.11 conflict with any other provisions of this Indenture, the provisions of this Section 2.11 shall control; and (d) the rights of Holders of such Series shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Holders and the Clearing Agency and/or the Clearing Agency Participants. Unless and until Definitive Notes are issued pursuant to Section 2.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the Book-Entry Notes to such Clearing Agency Participants.
Appears in 2 contracts
Sources: Indenture (Illinois Power Securitization Limited Liability Co), Indenture (Illinois Power Securitization Limited Liability Co)
Book-Entry Notes. Unless the applicable Trust Issuance Certificate or Series Supplement, if any, provides otherwise, all of the related (a) For each Series of Notes shall to be issued in Bookregistered form (other than the Variable Funding Note), AFC-Entry FormII shall duly execute the Notes, and the Note Issuer shall execute and the Indenture Trustee shall, in accordance with this Section and the Issuer Order with respect to such Series2.4 hereof, authenticate and deliver initially one or more Global Notes, evidencing the Notes of such Series which that (i) shall be an aggregate original principal amount equal to the aggregate original principal amount of such Notes to be issued pursuant to the applicable Issuer Order, (iia) shall be registered on the Note Register in the name of the Clearing Agency therefor DTC or its DTC's nominee, which shall initially be Cede & Co., as nominee for The Depository Trust Company, the initial Clearing Agency, (iii) shall be delivered by the Indenture Trustee to such Clearing Agency's or such nominee's instructions, and (ivb) shall bear a legend legends substantially to the following effect: UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("TRANSFERS DTC"), TO AFC-II OR ITS AGENT FOR REGISTRATION OF THIS GLOBAL TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE SHALL BE LIMITED TO TRANSFERS ISSUED IS REGISTERED IN THE CLEARING AGENCY NAME OF CEDE & CO. ("CEDE") OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE OR TO A SUCCESSOR THEREOF SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO TRANSFERS MADE IN ACCORDANCE WITH ANY PERSON IS WRONGFUL SINCE THE RESTRICTIONS SET FORTH IN THE INDENTUREREGISTERED OWNER HEREOF, CEDE, HAS AN INTEREST HEREIN. So long as DTC or its nominee is the registered owner or holder of a Global Note, DTC or its nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by such Global Note for purposes of this Indenture and such Notes. Members of, or participants in, DTC shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC, and DTC may be treated by AFC-II, the Trustee, any Agent and any agent of such entities as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent AFC-II, the Trustee, any Agent and any agent of such entities from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its agent members, the operation of customary practices governing the exercise of the rights of a holder of any Note.
(b) Subject to Section 2.9(g), the provisions of the "Operating Procedures of the Euroclear System" Each Clearing Agency designated and the "Terms and Conditions Governing Use of Euroclear" and the "Management Regulations" and "Instructions to Participants" of Cedel, respectively, shall be applicable to the Global Note insofar as interests in a Global Note are held by the agent members of Euroclear or Cedel (which shall only occur in the case of the Temporary Global Note and the Permanent Global Note). Account holders or participants in Euroclear and Cedel shall have no rights under this Indenture with respect to such Global Note, and the registered holder may be treated by AFC-II, the Trustee and any agent of AFC-II or the Trustee as the owner of such Global Note for all purposes whatsoever.
(c) Title to the Notes shall pass only by registration in the Note Register maintained by the Registrar pursuant to this Section 2.11 must, at 2.6.
(d) Any typewritten Note or Notes representing Book Entry Notes shall provide that they represent the aggregate or a specified amount of Outstanding Notes from time to time endorsed thereon and may also provide that the aggregate amount of its designation and at all times while it serves as Clearing Agency hereunder, Outstanding Notes represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a "clearing agency" registered under the Exchange Act and any other applicable statute typewritten Note or regulation. No Holder of any such Series of Notes issued in representing Book-Entry Form Notes to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Note Owners represented thereby, shall receive a Definitive be made in such manner and by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 2.4. Subject to the provisions of Section 2.5, the Trustee shall deliver and redeliver any typewritten Note or Notes representing such Holder's interest Book-Entry Notes in any such Notes, except as provided in Section 2.13 the manner and upon instructions given by the Person or Persons specified therein or in the applicable Trust Issuance Certificate Company Order. Any instructions by AFC-II with respect to endorsement or Series Supplement, if any, relating to such Notes. delivery or redelivery of a typewritten Note or Notes representing the Book-Entry Notes shall be in writing but need not comply with Section 13.3 hereof and need not be accompanied by an Opinion of Counsel.
(e) Unless (and until) certificateduntil definitive, fully registered Notes of any Series (the "Definitive Notes") have been issued to the Holders of such Series Note Owners pursuant to Section 2.13 or pursuant to any applicable Trust Issuance Certificate or Series Supplement, if any, relating thereto2.18:
(ai) the provisions of this Section 2.11 2.16 shall be in full force and effect;
(bii) the Note Issuer, the Servicer, the Paying Agent, the Note Registrar and the Indenture Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Indenture (including the making of distributions payments on the Notes and the giving of such Seriesinstructions or directions hereunder) as the authorized representatives of the Holders of such SeriesNote Owners;
(ciii) to the extent that the provisions of this Section 2.11 2.16 conflict with any other provisions of this Indenture, the provisions of this Section 2.11 2.16 shall control;
(iv) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding principal amount of the Notes, the applicable Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or their related Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Trustee; and
(dv) the rights of Holders of such Series Note Owners shall be exercised only through the applicable Clearing Agency and the their related Clearing Agency Participants and shall be limited to those established by law and agreements between such Holders Note Owners and the their related Clearing Agency and/or the Clearing Agency Participants. Unless and until Definitive Notes are issued pursuant to Section 2.132.18, the initial applicable Clearing Agency Agencies will make book-entry transfers among the their related Clearing Agency Participants and receive and transmit distributions payments of principal and interest on the Book-Entry Notes to such Clearing Agency Participants.
Appears in 2 contracts
Sources: Base Indenture (Avis Rent a Car Inc), Base Indenture (Avis Rent a Car Inc)
Book-Entry Notes. Unless the applicable Trust Issuance Certificate or Series Supplement, if any, provides otherwise, all of the related (a) For each Series of Notes shall to be issued in Book-Entry Formregistered form (other than the Variable Funding Note), and the Note Issuer shall duly execute the Notes, and the Indenture Trustee shall, in accordance with this Section and the Issuer Order with respect to such Series2.4 hereof, authenticate and deliver initially one or more Global Notes, evidencing the Notes of such Series which that (i) shall be an aggregate original principal amount equal to the aggregate original principal amount of such Notes to be issued pursuant to the applicable Issuer Order, (iia) shall be registered on the Note Register in the name of the Clearing Agency therefor DTC or its DTC’s nominee, which shall initially be Cede & Co., as nominee for The Depository Trust Company, the initial Clearing Agency, (iii) shall be delivered by the Indenture Trustee to such Clearing Agency's or such nominee's instructions, and (ivb) shall bear a legend legends substantially to the following effect: "TRANSFERS UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THIS GLOBAL THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE SHALL BE LIMITED TO TRANSFERS ISSUED IS REGISTERED IN THE CLEARING AGENCY NAME OF CEDE & CO. (“CEDE”) OR TO A SUCCESSOR THEREOF SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO TRANSFERS MADE IN ACCORDANCE WITH ANY PERSON IS WRONGFUL SINCE THE RESTRICTIONS SET FORTH IN THE INDENTUREREGISTERED OWNER HEREOF, CEDE, HAS AN INTEREST HEREIN. So long as DTC or its nominee is the registered owner or holder of a Global Note, DTC or its nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by such Global Note for purposes of this Indenture and such Notes. Members of, or participants in, DTC shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC, and DTC may be treated by the Issuer, the Indenture Trustee, any agent and any agent of such entities as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Indenture Trustee, any agent and any agent of such entities from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its agent members, the operation of customary practices governing the exercise of the rights of a holder of any Note." Each Clearing Agency designated
(b) Subject to Section 2.9(g), the provisions of the “Operating Procedures of the Euroclear System” and the “Terms and Conditions Governing Use of Euroclear” and the “Management Regulations” and “Instructions to Participants” of Cedel, respectively, shall be applicable to the Global Note insofar as interests in a Global Note are held by the agent members of Euroclear or Cedel (which shall only occur in the case of the Temporary Global Note and the Permanent Global Note). Account holders or participants in Euroclear and Cedel shall have no rights under this Indenture with respect to such Global Note, and the registered holder may be treated by the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee as the owner of such Global Note for all purposes whatsoever.
(c) Title to the Notes shall pass only by registration in the Note Register maintained by the Registrar pursuant to this Section 2.11 must, at 2.6.
(d) Any typewritten Note or Notes representing Book Entry Notes shall provide that they represent the aggregate or a specified amount of outstanding Notes from time to time endorsed thereon and may also provide that the aggregate amount of its designation and at all times while it serves as Clearing Agency hereunder, outstanding Notes represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a "clearing agency" registered under the Exchange Act and any other applicable statute typewritten Note or regulation. No Holder of any such Series of Notes issued in representing Book-Entry Form Notes to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Note Owners represented thereby, shall receive a Definitive be made in such manner and by such Person or Persons as shall be specified therein or in the Trust Order to be delivered to the Indenture Trustee pursuant to Section 2.4. Subject to the provisions of Section 2.5, the Indenture Trustee shall deliver and redeliver any typewritten Note or Notes representing such Holder's interest Book-Entry Notes in any such Notes, except as provided in Section 2.13 the manner and upon instructions given by the Person or Persons specified therein or in the applicable Trust Issuance Certificate Order. Any instructions by the Issuer with respect to endorsement or Series Supplement, if any, relating to such Notes. delivery or redelivery of a typewritten Note or Notes representing the Book-Entry Notes shall be in writing but need not comply with Section 13.3 hereof and need not be accompanied by an Opinion of Counsel.
(e) Unless (and until) certificateduntil definitive, fully registered Notes of any Series (the "“Definitive Notes"”) have been issued to the Holders of such Series Note Owners pursuant to Section 2.13 or pursuant to any applicable Trust Issuance Certificate or Series Supplement, if any, relating thereto2.18:
(ai) the provisions of this Section 2.11 2.16 shall be in full force and effect;
(bii) the Note Issuer, the Servicer, the Paying Agent, the Note Registrar and the Indenture Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Indenture (including the making of distributions payments on the Notes and the giving of such Seriesinstructions or directions hereunder) as the authorized representatives of the Holders of such SeriesNote Owners;
(ciii) to the extent that the provisions of this Section 2.11 2.16 conflict with any other provisions of this Indenture, the provisions of this Section 2.11 2.16 shall control;
(iv) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the outstanding principal amount of the Notes, the applicable Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or their related Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee; and
(dv) the rights of Holders of such Series Note Owners shall be exercised only through the applicable Clearing Agency and the their related Clearing Agency Participants and shall be limited to those established by law and agreements between such Holders Note Owners and the their related Clearing Agency and/or the Clearing Agency Participants. Unless and until Definitive Notes are issued pursuant to Section 2.132.18, the initial applicable Clearing Agency Agencies will make book-entry transfers among the their related Clearing Agency Participants and receive and transmit distributions payments of principal and interest on the Book-Entry Notes to such Clearing Agency Participants.
Appears in 1 contract
Sources: Base Indenture (PHH Corp)
Book-Entry Notes. Unless (a) If provided in the applicable Trust Issuance Certificate or related Series Supplement, if anythe Notes of such Series, provides otherwiseupon original issuance, all shall be issued in the form of Book-Entry Notes, to be delivered to the depository specified in such Series Supplement (the “Depository,”) which shall be the Clearing Agency or Foreign Clearing Agency. The Notes of each Series issued as Book-Entry Notes shall, unless otherwise provided in the related Series Supplement, initially be registered on the Note Register in the name of the nominee of the Clearing Agency or Foreign Clearing Agency. Unless otherwise provided in a related Series Supplement, no Note Owner of Notes issued as Book-Entry Notes will receive a definitive note representing such Note Owner’s interest in the related Series of Notes, except as provided in Section 2.18.
(b) For each Series of Notes shall to be issued in Book-Entry Formregistered form, the Issuer shall duly execute, and the Note Issuer shall execute and the Indenture Trustee shall, in accordance with this Section and the Issuer Order with respect to such Series2.4 hereof, authenticate and deliver initially, unless otherwise provided in the applicable Series Supplement, one or more Global Notes, evidencing the Notes of such Series which (i) that shall be an aggregate original principal amount equal to registered on the aggregate original principal amount Note Register in the name of a Clearing Agency or Foreign Clearing Agency or such Notes to be issued pursuant to the applicable Issuer Order, (ii) shall be Clearing Agency’s or Foreign Clearing Agency’s nominee. Each Global Note registered in the name of the Clearing Agency therefor DTC or its nominee, which shall initially be Cede & Co., as nominee for The Depository Trust Company, the initial Clearing Agency, (iii) shall be delivered by the Indenture Trustee to such Clearing Agency's or such nominee's instructions, and (iv) shall bear a legend substantially to the following effect: "TRANSFERS UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THIS GLOBAL THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, TO OPORTUN FUNDING XII, LLC OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE SHALL BE LIMITED TO TRANSFERS ISSUED IS REGISTERED IN THE CLEARING AGENCY NAME OF CEDE & CO. (“CEDE”) OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE OR TO A SUCCESSOR THEREOF SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO TRANSFERS MADE IN ACCORDANCE WITH ANY PERSON IS WRONGFUL SINCE THE RESTRICTIONS SET FORTH IN THE INDENTURE." Each REGISTERED OWNER HEREOF, CEDE, HAS AN INTEREST HEREIN. So long as the Clearing Agency designated or Foreign Clearing Agency or its nominee is the registered owner or holder of a Global Note, the Clearing Agency or Foreign Clearing Agency or its nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by such Global Note for purposes of this Indenture and such Notes. Members of, or participants in, the Clearing Agency or Foreign Clearing Agency shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Clearing Agency or Foreign Clearing Agency, and the Clearing Agency or Foreign Clearing Agency may be treated by the Issuer, the Servicer, the Trustee, any Agent and any agent of such entities as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Servicer, the Trustee, any Agent and any agent of such entities from giving effect to any written certification, proxy or other authorization furnished by the Clearing Agency or Foreign Clearing Agency or impair, as between the Clearing Agency or Foreign Clearing Agency and its agent members, the operation of customary practices governing the exercise of the rights of a holder of any Note.
(c) Subject to Section 2.6(a)(xi), the provisions of the “Operating Procedures of the Euroclear System” and the “Terms and Conditions Governing Use of Euroclear” and such procedures governing the use of such Clearing Agencies as may be enacted from time to time shall be applicable to a Global Note insofar as interests in such Global Note are held by the agent members of Euroclear or Clearstream. Account holders or participants in Euroclear and Clearstream shall have no rights under this Indenture with respect to such Global Note and the registered holder may be treated by the Issuer, the Servicer, the Trustee, any Agent and any agent of the Issuer or the Trustee as the owner of such Global Note for all purposes whatsoever.
(d) Title to the Notes shall pass only by registration in the Note Register maintained by the Transfer Agent and Registrar pursuant to this Section 2.11 must, at the time of its designation and at all times while it serves as Clearing Agency hereunder, be a "clearing agency" registered under the Exchange Act and any other applicable statute 2.6.
(e) Any typewritten Note or regulation. No Holder of any such Series of Notes issued in representing Book-Entry Form Notes shall receive provide that they represent the aggregate or a Definitive specified amount of outstanding Notes from time to time endorsed thereon and may also provide that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of a typewritten Note or Notes representing Book-Entry Notes to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Note Owners represented thereby, shall be made in such Holder's interest manner and by such Person or Persons as shall be specified therein or in the Issuer Order to be delivered to the Trustee pursuant to Section 2.4(b). The Trustee shall deliver and redeliver any such Notes, except as provided typewritten Note or Notes representing Book-Entry Notes in Section 2.13 the manner and upon instructions given by the Person or Persons specified therein or in the applicable Trust Issuance Certificate Issuer Order. Any instructions by the Issuer with respect to endorsement or Series Supplement, if any, relating to such Notes. delivery or redelivery of a typewritten Note or Notes representing the Book-Entry Notes shall be in writing but need not comply with Section 13.3 hereof and need not be accompanied by an Opinion of Counsel.
(f) Unless (and until) certificateduntil definitive, fully registered Notes of any Series or any Class thereof (the "“Definitive Notes"”) have been issued to the Holders Note Owners with respect to any Series of such Series Notes initially issued as Book-Entry Notes pursuant to Section 2.13 2.18 or pursuant to any the applicable Trust Issuance Certificate or Series Supplement, if any, relating thereto:
(ai) the provisions of this Section 2.11 2.16 shall be in full force and effecteffect with respect to each such Series;
(bii) the Note Issuer, the Seller, the Servicer, the Paying Agent, the Note Transfer Agent and Registrar and the Indenture Trustee may deal with the Clearing Agency or Foreign Clearing Agency and the Clearing Agency Participants for all purposes of this Indenture (including the making of distributions payments on the Notes of each such SeriesSeries and the giving of instructions or directions hereunder) as the authorized representatives of the Holders of such SeriesNote Owners;
(ciii) to the extent that the provisions of this Section 2.11 2.16 conflict with any other provisions of this Indenture, the provisions of this Section 2.11 2.16 shall control; and;
(div) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of such Series of Notes evidencing a specified percentage of the outstanding principal amount of such Series of Notes, the Clearing Agency or Foreign Clearing Agency, as applicable, shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or their related Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in such Series of Notes and has delivered such instructions to the Trustee;
(v) the rights of Holders Note Owners of each such Series shall be exercised only through the Clearing Agency or Foreign Clearing Agency and the their related Clearing Agency Participants and shall be limited to those established by law Law and agreements between such Holders Note Owners and the related Clearing Agency or Foreign Clearing Agency and/or the Clearing Agency Participants. Unless Pursuant to the Depository Agreement applicable to a Series, unless and until Definitive Notes of such Series are issued pursuant to Section 2.132.18, the initial applicable Clearing Agency Agencies or Foreign Clearing Agencies will make book-entry transfers among the their related Clearing Agency Participants and receive and transmit distributions payments of principal and interest on the Book-Entry such Series of Notes to such Clearing Agency Participants; and
(vi) Note Owners may receive copies of any reports sent to Noteholders of the relevant Series generally pursuant to the Indenture, upon written request, together with a certification that they are Note Owners and payments of reproduction and postage expenses associated with the distribution of such reports, from the Trustee at the Corporate Trust Office.
Appears in 1 contract
Book-Entry Notes. Unless the applicable Trust Issuance Certificate or Series Supplement, if any, provides otherwise, all of the related (a) For each Series of Notes shall to be issued in Book-Entry Formregistered form, NFLP shall duly execute the Notes, and the Note Issuer shall execute and the Indenture Trustee shall, in accordance with this Section and the Issuer Order with respect to such Series2.4 hereof, authenticate and deliver initially one or more Global Notes, evidencing the Notes of such Series which that (i) shall be an aggregate original principal amount equal to the aggregate original principal amount of such Notes to be issued pursuant to the applicable Issuer Order, (iia) shall be registered on the Note Register in the name of the Clearing Agency therefor DTC or its DTC's nominee, which shall initially be Cede & Co., as nominee for The Depository Trust Company, the initial Clearing Agency, (iii) shall be delivered by the Indenture Trustee to such Clearing Agency's or such nominee's instructions, and (ivb) shall bear a legend legends substantially to the following effect: UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OR THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("TRANSFERS DTC"), TO NFLP OR ITS AGENT FOR REGISTRATION OF THIS GLOBAL TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE SHALL BE LIMITED TO TRANSFERS ISSUED IS REGISTERED IN THE CLEARING AGENCY NAME OF CEDE & CO. ("CEDE") OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE OR TO A SUCCESSOR THEREOF SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO TRANSFERS MADE IN ACCORDANCE WITH ANY PERSON IS WRONGFUL SINCE THE RESTRICTIONS SET FORTH IN THE INDENTUREREGISTERED OWNER HEREOF, CEDE, HAS AN INTEREST HEREIN. So long as DTC or its nominee is the registered owner or holder of a Global Note, DTC or its nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by such Global Note for purposes of this Indenture, and such Notes. Members of, or participants in, DTC shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC, and DTC may be treated by NFLP, the Trustee, the Registrar, any Paying Agent and any agent of such entities as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent NFLP, the Trustee, the Registrar, any Paying Agent and any agent of such entities from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its agent members, the operation of customary practices governing the exercise of the rights of a holder of any Note.
(b) The provisions of the "Operating Procedures of the Euroclear System" Each Clearing Agency designated and the "Terms and Conditions Governing Use of Euroclear" and the "Management Regulations" and "Instructions to Participants" of Cedel, respectively, shall be applicable to the Global Note insofar as interests in a Global Note are held by the agent members of Euroclear or Cedel (which shall only occur in the case of the Temporary Global Note and the Permanent Global Note). Account holders or participants in Euroclear and Cedel shall have no rights under this Indenture with respect to such Global Note, and the registered holder may be treated by NFLP, the Trustee, the Registrar, the Paying Agent and any agent of NFLP or any such entity as the owner of such Global Note for all purposes whatsoever.
(c) Title to the Notes shall pass only by registration in the Note Register maintained by the Registrar pursuant to this Section 2.11 must, at the time of its designation and at all times while it serves as Clearing Agency hereunder, be a "clearing agency" registered under the Exchange Act and any other applicable statute 2.6.
(d) Any typewritten Note or regulation. No Holder of any such Series of Notes issued in representing Book-Entry Form Notes shall receive provide that they represent the aggregate or a Definitive specified amount of Outstanding Notes from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Notes represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a typewritten Note or Notes representing Book-Entry Notes to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Note Owners represented thereby, shall be made in such Holder's interest manner and by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 2.4, Subject to the provisions of Section 2.5, the Trustee shall deliver and redeliver any such Notes, except as provided typewritten Note or Notes representing Book-Entry Notes in Section 2.13 the manner and upon instructions given by the Person or Persons specified therein or in the applicable Trust Issuance Certificate Company Order. Any instructions by NFLP with respect to endorsement or Series Supplement, if any, relating to such Notes. delivery or redelivery of a typewritten Note or Notes representing the Book-Entry Notes shall be in writing but need not comply with Section 13.3 hereof and need not be accompanied by an Opinion of Counsel.
(e) Unless (and until) certificateduntil definitive, fully registered Notes of any Series (the "Definitive Notes") have been issued to the Holders of such Series Note Owners pursuant to Section 2.13 or pursuant to any applicable Trust Issuance Certificate or Series Supplement, if any, relating thereto2.18:
(ai) the provisions of this Section 2.11 2.16 shall be in full force and effect;
(bii) the Note Issuer, the Servicer, the Paying Agent, the Note Registrar and the Indenture Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Indenture (including the making of distributions payments on the Notes and the giving of such Seriesinstructions or directions hereunder) as the authorized representatives of the Holders of such SeriesNote Owners;
(ciii) to the extent that the provisions of this Section 2.11 2.16 conflict with any other provisions of this Indenture, the provisions of this Section 2.11 2.16 shall control;
(iv) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding principal amount of the Notes, the applicable Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or their related Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Trustee; and
(dv) the rights of Holders of such Series Note Owners shall be exercised only through the applicable Clearing Agency and the their related Clearing Agency Participants and shall be limited to those established by law and agreements between such Holders Note Owners and the their related Clearing Agency and/or the Clearing Agency Participants. Unless and until Definitive Notes are issued pursuant to Section 2.132.18, the initial applicable Clearing Agency Agencies will make book-entry transfers among the their related Clearing Agency Participants and receive and transmit distributions payments of principal and interest on the Book-Entry Notes to such Clearing Agency Participants.
Appears in 1 contract
Book-Entry Notes. Unless (a) If provided in the applicable Trust Issuance Certificate or related Series Supplement, if anythe Notes of such Series, provides otherwiseupon original issuance, all shall be issued in the form of Book-Entry Notes, to be delivered to the depository specified in such Series Supplement (the “Depository”), which shall be the Clearing Agency or Foreign Clearing Agency. The Notes of each Series issued as Book-Entry Notes shall, unless otherwise provided in the related Series Supplement, initially be registered on the Note Register in the name of the nominee of the Clearing Agency or Foreign Clearing Agency. Unless otherwise provided in a related Series Supplement, no Note Owner of Notes issued as Book-Entry Notes will receive a definitive note representing such Note Owner’s interest in the related Series of Notes, except as provided in Section 2.18.
(b) For each Series of Notes shall to be issued in Book-Entry Formregistered form, the Issuer shall duly execute, and the Note Issuer shall execute and the Indenture Trustee shall, in accordance with this Section and the Issuer Order with respect to such Series2.4 hereof, authenticate and deliver initially, unless otherwise provided in the applicable Series Supplement, one or more Global Notes, evidencing the Notes of such Series which (i) that shall be an aggregate original principal amount equal to registered on the aggregate original principal amount Note Register in the name of a Clearing Agency or Foreign Clearing Agency or such Notes to be issued pursuant to the applicable Issuer Order, (ii) shall be Clearing Agency’s or Foreign Clearing Agency’s nominee. Each Global Note registered in the name of the Clearing Agency therefor DTC or its nominee, which shall initially be Cede & Co., as nominee for The Depository Trust Company, the initial Clearing Agency, (iii) shall be delivered by the Indenture Trustee to such Clearing Agency's or such nominee's instructions, and (iv) shall bear a legend substantially to the following effect: "UNLESS THIS [NOTE/CERTIFICATE] IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, TO OPORTUN FUNDING 2022-1, LLC OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY [NOTE/CERTIFICATE] ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. (“CEDE”) OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE 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 SINCE THE REGISTERED OWNER HEREOF, CEDE, HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE [NOTE][CERTIFICATE] SHALL BE LIMITED TO TRANSFERS IN THE CLEARING AGENCY WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S ’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE [NOTE][CERTIFICATE] SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE." Each INDENTURE REFERRED TO HEREIN. 4866-9982-4145.5 So long as the Clearing Agency designated or Foreign Clearing Agency or its nominee is the registered owner or holder of a Global Note, the Clearing Agency or Foreign Clearing Agency or its nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by such Global Note for purposes of this Indenture and such Notes. Members of, or participants in, the Clearing Agency or Foreign Clearing Agency shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Clearing Agency or Foreign Clearing Agency, and the Clearing Agency or Foreign Clearing Agency may be treated by the Issuer, the Servicer, the Trustee, any Agent and any agent of such entities as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Servicer, the Trustee, any Agent and any agent of such entities from giving effect to any written certification, proxy or other authorization furnished by the Clearing Agency or Foreign Clearing Agency or impair, as between the Clearing Agency or Foreign Clearing Agency and its agent members, the operation of customary practices governing the exercise of the rights of a holder of any Note.
(c) Subject to Section 2.6(a)(xi), the provisions of the “Operating Procedures of the Euroclear System” and the “Terms and Conditions Governing Use of Euroclear” and such procedures governing the use of such Clearing Agencies as may be enacted from time to time shall be applicable to a Global Note insofar as interests in such Global Note are held by the agent members of Euroclear or Clearstream. Account holders or participants in Euroclear and Clearstream shall have no rights under this Indenture with respect to such Global Note and the registered holder may be treated by the Issuer, the Servicer, the Trustee, any Agent and any agent of the Issuer or the Trustee as the owner of such Global Note for all purposes whatsoever.
(d) Title to the Notes shall pass only by registration in the Note Register maintained by the Transfer Agent and Registrar pursuant to this Section 2.11 must, at the time of its designation and at all times while it serves as Clearing Agency hereunder, be a "clearing agency" registered under the Exchange Act and any other applicable statute 2.6.
(e) Any typewritten Note or regulation. No Holder of any such Series of Notes issued in representing Book-Entry Form Notes shall receive provide that they represent the aggregate or a Definitive specified amount of outstanding Notes from time to time endorsed thereon and may also provide that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of a typewritten Note or Notes representing Book-Entry Notes to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Note Owners represented thereby, shall be made in such Holder's interest manner and by such Person or Persons as shall be specified therein or in the Issuer Order to be delivered to the Trustee pursuant to Section 2.4(b). The Trustee shall deliver and redeliver any such Notes, except as provided typewritten Note or Notes representing Book-Entry Notes in Section 2.13 the manner and upon instructions given by the Person or Persons specified therein or in the applicable Trust Issuance Certificate Issuer Order. Any instructions by the Issuer with respect to endorsement or Series Supplement, if any, relating to such Notes. delivery or redelivery of a typewritten Note or Notes representing the Book-Entry Notes shall be in writing but need not comply with Section 13.3 hereof and need not be accompanied by an Opinion of Counsel.
(f) Unless (and until) certificateduntil definitive, fully registered Notes of any Series or any Class thereof (the "“Definitive Notes"”) have been issued to the Holders Note Owners with respect to any Series of such Series Notes initially issued as Book-Entry Notes pursuant to Section 2.13 2.18 or pursuant to any the applicable Trust Issuance Certificate or Series Supplement, if any, relating thereto:
(ai) the provisions of this Section 2.11 2.16 shall be in full force and effect;effect with respect to each such Series; 4866-9982-4145.5
(bii) the Note Issuer, the Sellers, the Administrator, the Servicer, the Paying Agent, the Note Transfer Agent and Registrar and the Indenture Trustee may deal with the Clearing Agency or Foreign Clearing Agency and the Clearing Agency Participants for all purposes of this Indenture (including the making of distributions payments on the Notes of each such SeriesSeries and the giving of instructions or directions hereunder) as the authorized representatives of the Holders of such SeriesNote Owners;
(ciii) to the extent that the provisions of this Section 2.11 2.16 conflict with any other provisions of this Indenture, the provisions of this Section 2.11 2.16 shall control; and;
(div) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of such Series of Notes evidencing a specified percentage of the outstanding principal amount of such Series of Notes, the Clearing Agency or Foreign Clearing Agency, as applicable, shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or their related Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in such Series of Notes and has delivered such instructions to the Trustee;
(v) the rights of Holders Note Owners of each such Series shall be exercised only through the Clearing Agency or Foreign Clearing Agency and the their related Clearing Agency Participants and shall be limited to those established by law Law and agreements between such Holders Note Owners and the related Clearing Agency or Foreign Clearing Agency and/or the Clearing Agency Participants. Unless Pursuant to the Depository Agreement applicable to a Series, unless and until Definitive Notes of such Series are issued pursuant to Section 2.132.18, the initial applicable Clearing Agency Agencies or Foreign Clearing Agencies will make book-entry transfers among the their related Clearing Agency Participants and receive and transmit distributions payments of principal and interest on the Book-Entry such Series of Notes to such Clearing Agency Participants; and
(vi) Note Owners may receive copies of any reports sent to Noteholders and Certificateholders of the relevant Series generally pursuant to the Indenture, upon written request, together with a certification that they are Note Owners and payments of reproduction and postage expenses associated with the distribution of such reports, from the Trustee at the Corporate Trust Office.
Appears in 1 contract
Book-Entry Notes. Unless If the applicable Trust Issuance Certificate or Series Supplement, if any, provides otherwise, all of Issuer shall establish pursuant to any Supplement that the related Series of Notes shall to be issued thereunder are to be issued in Book-Entry Form, and then the Note Issuer shall execute and the Indenture Trustee Administrative Agent shall, in accordance with this Section and the Issuer Order with respect to such Series, authenticate and deliver one or more Global Notes, evidencing the Notes of such Series which (i) shall be an aggregate original principal amount equal to the aggregate original principal amount of such Notes to be issued pursuant to the applicable Issuer Order, (ii) shall be registered in the name of the Clearing Agency therefor or its nominee, which shall initially be Cede & Co., as nominee for The Depository Depositary Trust Company, the initial Clearing Agency, (iii) shall be delivered by the Indenture Trustee Administrative Agent to such Clearing Agency or such nominee pursuant to such Clearing Agency's or such nominee's instructions, and (iv) shall bear a legend substantially to the following effect: "TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN THE CLEARING AGENCY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURETransfers of this Global Note shall be limited to transfers in whole, but not in part, to the Clearing Agency or a nominee of the Clearing Agency or to a successor thereof or such successor's nominee and transfers of portions of this Global Note shall be limited to transfers made in accordance with the restrictions set forth in this Indenture." Each Clearing Agency designated pursuant to this Section 2.11 SECTION 6.09 must, at the time of its designation and at all times while it serves as Clearing Agency hereunder, be a "clearing agency" registered under the Securities Exchange Act of 1934, as amended, and any other applicable statute or regulation. No Holder Noteholder of any such Series of Notes issued in Book-Entry Form shall receive a Definitive Note representing such HolderNoteholder's interest in any such Notes, except as provided in Section 2.13 SECTION 6.11 or in the applicable Trust Issuance Certificate or Series Supplement, if any, Supplement relating to such Notes. Unless (and until) certificated, fully registered Notes of any Series (the "Definitive NotesDEFINITIVE NOTES") have been issued to the Holders Noteholders of such Series pursuant to Section 2.13 SECTION 6.11 or pursuant to any applicable Trust Issuance Certificate or Series Supplement, if any, Supplement relating thereto:
(a) the provisions of this Section 2.11 SECTION 6.09 shall be in full force and effect;
(b) the Note Issuer, the Servicer, the Paying Agent, the Note Registrar Transfer Agent and Registrar, the Administrative Agent and the Indenture Trustee may deal with the Clearing Agency for all purposes (including the making of distributions on the Notes of such Series) as the authorized representatives of the Holders Noteholders of such Series;
(c) to the extent that the provisions of this Section 2.11 SECTION 6.09 conflict with any other provisions of this Indenture, the provisions of this Section 2.11 SECTION 6.09 shall control; and
(d) the rights of Holders Noteholders of such Series shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Holders Noteholders and the Clearing Agency and/or the Clearing Agency Participants. Unless and until Definitive Notes are issued pursuant to Section 2.13SECTION 6.11, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the Book-Entry Notes to such Clearing Agency Participants.
Appears in 1 contract
Sources: Master Trust Indenture and Security Agreement (Stone Container Corp)
Book-Entry Notes. Unless the applicable Trust Issuance Certificate or Series SupplementExcept as otherwise provided in this Section, if any, provides otherwise, all each Class of the related Series of Class A Notes shall be issued in Book-Entry Form, and the Note Issuer shall execute and the Indenture Trustee shall, in accordance with this Section and the Issuer Order form of one global note with respect to such Series, authenticate each Class and deliver one or more Global Notes, evidencing the Notes of such Series which (i) shall be an aggregate original principal amount equal to the aggregate original principal amount of such Notes to be issued pursuant to the applicable Issuer Order, (ii) shall be registered in the name of the Clearing Agency therefor Securities Depository or its nomineenominee and ownership thereof shall be maintained in book-entry form by the Securities Depository for the account of the Agent Members. Initially, which each of the Class A-1 Note, Class A-2 Note, Class A-3 Note and Class A-4 Note shall initially be registered in the name of Cede & Co., as the nominee for of The Depository Trust Company. Except as provided in this Section, the initial Clearing AgencyNotes of a Class of Class A Notes may be transferred, (iii) shall be delivered in whole but not in part, only to the Securities Depository or a nominee of the Securities Depository or to a successor Securities Depository selected or approved by the Indenture Owner Trustee or to a nominee of such Clearing Agency's or such nominee's instructions, and (iv) successor Securities Depository. Each global note shall bear a legend substantially to the following effect: "TRANSFERS OF EXCEPT AS OTHERWISE PROVIDED HEREIN, THIS GLOBAL NOTE SHALL CERTIFICATE MAY BE LIMITED TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO TRANSFERS IN ANOTHER NOMINEE OF THE CLEARING AGENCY SECURITIES DEPOSITORY (AS DEFINED HEREIN) OR TO A SUCCESSOR THEREOF SECURITIES DEPOSITORY OR SUCH SUCCESSOR'S TO A NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTUREOR SUCCESSOR SECURITIES DEPOSITORY." Each Clearing Agency designated pursuant to this Section 2.11 must, at the time of its designation and at all times while it serves Except as Clearing Agency hereunder, be a "clearing agency" registered under the Exchange Act and any other applicable statute or regulation. No Holder of any such Series of Notes issued in Book-Entry Form shall receive a Definitive Note representing such Holder's interest in any such Notes, except as otherwise provided in Section 2.13 or in the applicable Trust Issuance Certificate or Series Supplement, if any, relating to such Notes. Unless (and until) certificated, fully registered Notes of any Series (the "Definitive Notes") have been issued to the Holders of such Series pursuant to Section 2.13 or pursuant to any applicable Trust Issuance Certificate or Series Supplement, if any, relating thereto:
(a) the provisions of this Section 2.11 shall be in full force and effect;
(b) the Note Issuerherein, the Servicer, the Paying AgentOwner Trustee, the Note Registrar Insurer and the Indenture Trustee may deal shall have no responsibility or obligation with respect to (i) the Clearing Agency accuracy of the records of the Securities Depository or any Agent Member with respect to any beneficial ownership interest in the Class A Notes, (ii) the delivery to any Agent Member, beneficial owner of any Class of the Class A Notes or other Person, other than the Securities Depository, of any notice with respect to the Class A Notes or (iii) the payment to any Agent Member, beneficial owner of any Class of the Class A Notes or other Person, other than the Securities Depository, of any amount with respect to the payment of principal of or interest on any Class of the Class A Notes. So long as Definitive Notes for any Class of the Class A Notes issued under this Indenture are not issued pursuant to this Section, the Owner Trustee, the Note Insurer and the Indenture Trustee shall treat the Securities Depository as, and deem the Securities Depository to be, the absolute owner of such Class of the Class A Notes for all purposes whatsoever, including, without limitation, (including i) the making payment of distributions principal of and interest on such Class A Notes, (ii) giving notices of redemption and other matters with respect to such Class A Notes and (iii) registering transfers with respect to such Class A Notes. In connection with any notice or other communication to be provided to the Class A Noteholders pursuant to this Indenture by the Owner Trustee or the Indenture Trustee with respect to any consent or other action to be taken by Class A Noteholders, the Owner Trustee or the Indenture Trustee, as the case may be, shall establish a record date for such consent or other action and, if the Securities Depository shall hold all of the Notes of such Series) as the authorized representatives applicable Class of the Holders Class A Notes, give the Securities Depository notice of such Series;
record date not less than fifteen (c15) calendar days in advance of such record date to the extent that possible. Such notice to the provisions of this Section 2.11 conflict with any other provisions of this Indenture, the provisions of this Section 2.11 shall control; and
(d) the rights of Holders of such Series Securities Depository shall be exercised given only through when the Clearing Agency Securities Depository is the sole Class A Noteholder of a Class of Class A Notes. If at any time the Securities Depository notifies the Owner Trustee and the Clearing Agency Participants and Indenture Trustee that it is unwilling or unable to continue as Securities Depository with respect to any or all of the Class A Notes or if at any time the Securities Depository shall no longer be limited to those established by law and agreements between such Holders and registered or in good standing under the Clearing Agency and/or the Clearing Agency Participants. Unless and until Definitive Notes are issued pursuant to Section 2.13Securities Exchange Act of 1934, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the Book-Entry Notes to such Clearing Agency Participants.as amended, or any other
Appears in 1 contract
Sources: Indenture (Capital One Auto Receivables Trust 2001-B)
Book-Entry Notes. Unless Except as otherwise provided in this Section, the applicable Trust Issuance Certificate or Series Supplement, if any, provides otherwise, all of the related Series of Notes shall be issued in Book-Entry Form, and the Note Issuer shall execute and the Indenture Trustee shall, in accordance with this Section and the Issuer Order form of one global note with respect to such Series, authenticate each Class of Notes and deliver one or more Global Notes, evidencing the Notes of such Series which (i) shall be an aggregate original principal amount equal to the aggregate original principal amount of such Notes to be issued pursuant to the applicable Issuer Order, (ii) shall be registered in the name of the Clearing Agency therefor Securities Depository or its nomineenominee and ownership thereof shall be maintained in book-entry form by the Securities Depository for the account of the Agent Members. Initially, which each Class A-1 Note, Class A-2 Note, Class A-3-A Note, Class A-3-B Note, Class A-4-A Note and Class A-4-B Note shall initially be registered in the name of Cede & Co., as the nominee for of The Depository Trust Company. The Class B Notes shall be issued as Definitive Notes pursuant to Section 2.13 herein and shall be eligible to be transferred to global notes upon completion of acceptable transfer thereof. Except as provided in this Section, the initial Clearing AgencyNotes of a Class of Notes may be transferred, (iii) shall be delivered in whole but not in part, only to the Securities Depository or a nominee of the Securities Depository or to a successor Securities Depository selected or approved by the Indenture Trustee Issuer or to a nominee of such Clearing Agency's or such nominee's instructions, and (iv) successor Securities Depository. Each global note shall bear a legend substantially to the following effect: "TRANSFERS OF EXCEPT AS OTHERWISE PROVIDED HEREIN, THIS GLOBAL NOTE SHALL CERTIFICATE MAY BE LIMITED TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO TRANSFERS IN ANOTHER NOMINEE OF THE CLEARING AGENCY SECURITIES DEPOSITORY (AS DEFINED HEREIN) OR TO A SUCCESSOR THEREOF SECURITIES DEPOSITORY OR SUCH SUCCESSOR'S TO A NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTUREOR SUCCESSOR SECURITIES DEPOSITORY." Each Clearing Agency designated Except as otherwise provided herein, the Issuer, the Note Insurer and the Indenture Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Securities Depository or any Agent Member with respect to any beneficial ownership interest in the Notes, (ii) the delivery to any Agent Member, beneficial owner of any Class of the Notes or other Person, other than the Securities Depository, of any notice with respect to the Notes or (iii) the payment to any Agent Member, beneficial owner of any Class of the Notes or other Person, other than the Securities Depository, of any amount with respect to the payment of principal of or interest on any Class of the Notes. So long as Definitive Notes for any Class of the Notes issued under this Indenture are not issued pursuant to this Section 2.11 mustSection, at the time Issuer, the Note Insurer and the Indenture Trustee shall treat the Securities Depository as, and deem the Securities Depository to be, the absolute owner of its designation such Class of the Notes for all purposes whatsoever, including, without limitation, (i) the payment of principal of and at all times while it serves as Clearing Agency hereunder, be a "clearing agency" registered under the Exchange Act and any other applicable statute or regulation. No Holder of any such Series of Notes issued in Book-Entry Form shall receive a Definitive Note representing such Holder's interest in any on such Notes, except as provided in Section 2.13 or in the applicable Trust Issuance Certificate or Series Supplement, if any, relating (ii) giving notices of redemption and other matters with respect to such Notes and (iii) registering transfers with respect to such Notes. Unless (and until) certificated, fully registered Notes of In connection with any Series (the "Definitive Notes") have been issued notice or other communication to be provided to the Holders of such Series Noteholders pursuant to Section 2.13 this Indenture by the Issuer or pursuant to any applicable Trust Issuance Certificate or Series Supplement, if any, relating thereto:
(a) the provisions of this Section 2.11 shall be in full force and effect;
(b) the Note Issuer, the Servicer, the Paying Agent, the Note Registrar and the Indenture Trustee with respect to any consent or other action to be taken by Noteholders, the Issuer or the Indenture Trustee, as the case may deal with be, shall establish a record date for such consent or other action and, if the Clearing Agency for Securities Depository shall hold all purposes (including the making of distributions on the Notes of such Series) as the authorized representatives applicable Class of the Holders Notes, give the Securities Depository notice of such Series;
record date not less than fifteen (c15) calendar days in advance of such record date to the extent that possible. Such notice to the provisions of this Section 2.11 conflict with any other provisions of this Indenture, the provisions of this Section 2.11 shall control; and
(d) the rights of Holders of such Series Securities Depository shall be exercised given only through when the Clearing Agency and Securities Depository is the Clearing Agency Participants and shall be limited to those established by law and agreements between such Holders and the Clearing Agency and/or the Clearing Agency Participants. Unless and until Definitive Notes are issued pursuant to Section 2.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions sole Noteholder of principal and interest on the Book-Entry Notes to such Clearing Agency Participantsa Class of Notes.
Appears in 1 contract
Book-Entry Notes. Unless the applicable Trust Issuance Certificate or Series SupplementExcept as otherwise provided in this Section, if any, provides otherwise, all each Class of the related Series of Class A Notes shall be issued in Book-Entry Form, and the Note Issuer shall execute and the Indenture Trustee shall, in accordance with this Section and the Issuer Order form of one global note with respect to such Series, authenticate each Class and deliver one or more Global Notes, evidencing the Notes of such Series which (i) shall be an aggregate original principal amount equal to the aggregate original principal amount of such Notes to be issued pursuant to the applicable Issuer Order, (ii) shall be registered in the name of the Clearing Agency therefor Securities Depository or its nomineenominee and ownership thereof shall be maintained in book-entry form by the Securities Depository for the account of the Agent Members. Initially, which each of the Class A-1 Note, Class A-2 Note, Class A-3 Note and Class A-4 Note shall initially be registered in the name of Cede & Co., as the nominee for of The Depository Trust Company. Except as provided in this Section, the initial Clearing AgencyNotes of a Class of Class A Notes may be transferred, (iii) shall be delivered in whole but not in part, only to the Securities Depository or a nominee of the Securities Depository or to a successor Securities Depository selected or approved by the Indenture Owner Trustee or to a nominee of such Clearing Agency's or such nominee's instructions, and (iv) successor Securities Depository. Each global note shall bear a legend substantially to the following effect: "TRANSFERS OF EXCEPT AS OTHERWISE PROVIDED HEREIN, THIS GLOBAL NOTE SHALL CERTIFICATE MAY BE LIMITED TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO TRANSFERS IN ANOTHER NOMINEE OF THE CLEARING AGENCY SECURITIES DEPOSITORY (AS DEFINED HEREIN) OR TO A SUCCESSOR THEREOF SECURITIES DEPOSITORY OR SUCH SUCCESSOR'S TO A NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTUREOR SUCCESSOR SECURITIES DEPOSITORY." Each Clearing Agency designated pursuant to this Section 2.11 must, at the time of its designation and at all times while it serves Except as Clearing Agency hereunder, be a "clearing agency" registered under the Exchange Act and any other applicable statute or regulation. No Holder of any such Series of Notes issued in Book-Entry Form shall receive a Definitive Note representing such Holder's interest in any such Notes, except as otherwise provided in Section 2.13 or in the applicable Trust Issuance Certificate or Series Supplement, if any, relating to such Notes. Unless (and until) certificated, fully registered Notes of any Series (the "Definitive Notes") have been issued to the Holders of such Series pursuant to Section 2.13 or pursuant to any applicable Trust Issuance Certificate or Series Supplement, if any, relating thereto:
(a) the provisions of this Section 2.11 shall be in full force and effect;
(b) the Note Issuerherein, the Servicer, the Paying AgentOwner Trustee, the Note Registrar Insurer and the Indenture Trustee may deal shall have no responsibility or obligation with respect to (i) the Clearing Agency accuracy of the records of the Securities Depository or any Agent Member with respect to any beneficial ownership interest in the Class A Notes, (ii) the delivery to any Agent Member, beneficial owner of any Class of the Class A Notes or other Person, other than the Securities Depository, of any notice with respect to the Class A Notes or (iii) the payment to any Agent Member, beneficial owner of any Class of the Class A Notes or other Person, other than the Securities Depository, of any amount with respect to the payment of principal of or interest on any Class of the Class A Notes. So long as Definitive Notes for any Class of the Class A Notes issued under this Indenture are not issued pursuant to this Section, the Owner Trustee, the Note Insurer and the Indenture Trustee shall treat the Securities Depository as, and deem the Securities Depository to be, the absolute owner of such Class of the Class A Notes for all purposes whatsoever, including, without limitation, (including i) the making payment of distributions principal of and interest on such Class A Notes, (ii) giving notices of redemption and other matters with respect to such Class A Notes and (iii) registering transfers with respect to such Class A Notes. In connection with any notice or other communication to be provided to the Class A Noteholders pursuant to this Indenture by the Owner Trustee or the Indenture Trustee with respect to any consent or other action to be taken by Class A Noteholders, the Owner Trustee or the Indenture Trustee, as the case may be, shall establish a record date for such consent or other action and, if the Securities Depository shall hold all of the Notes of such Series) as the authorized representatives applicable Class of the Holders Class A Notes, give the Securities Depository notice of such Series;
record date not less than fifteen (c15) calendar days in advance of such record date to the extent that possible. Such notice to the provisions of this Section 2.11 conflict with any other provisions of this Indenture, the provisions of this Section 2.11 shall control; and
(d) the rights of Holders of such Series Securities Depository shall be exercised given only through when the Clearing Agency and Securities Depository is the Clearing Agency Participants and shall be limited to those established by law and agreements between such Holders and the Clearing Agency and/or the Clearing Agency Participants. Unless and until Definitive Notes are issued pursuant to Section 2.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions sole Class A Noteholder of principal and interest on the Book-Entry Notes to such Clearing Agency Participantsa Class of Class A Notes.
Appears in 1 contract
Book-Entry Notes. Unless (a) If provided in the applicable Trust Issuance Certificate or related Series Supplement, if anythe Notes of such Series, provides otherwiseupon original issuance, all shall be issued in the form of one or more Book-Entry Notes, to be delivered to the depository specified in such Series Supplement (the “Depository,”) which shall be the Clearing Agency or Foreign Clearing Agency, by or on behalf of such Series. The Notes of each Series issued as Book-Entry Notes shall, unless otherwise provided in the related Series Supplement, initially be registered on the Note Register in the name of the nominee of the Clearing Agency or Foreign Clearing Agency. Unless otherwise provided in a related Series Supplement, no Note Owner of Notes issued as Book-Entry Notes will receive a definitive note representing such Note Owner’s interest in the related Series of Notes, except as provided in Section 2.18.
(b) For each Series of Notes shall to be issued in Book-Entry Formregistered form, the Issuer shall duly execute, and the Note Issuer shall execute and the Indenture Trustee shall, in accordance with this Section and the Issuer Order with respect to such Series2.4 hereof, authenticate and deliver initially, unless otherwise provided in the applicable Series Supplement, one or more Global Notes, evidencing the Notes of such Series which (i) that shall be an aggregate original principal amount equal to registered on the aggregate original principal amount Note Register in the name of a Clearing Agency or Foreign Clearing Agency or such Notes to be issued pursuant to the applicable Issuer Order, (ii) shall be Clearing Agency’s or Foreign Clearing Agency’s nominee. Each Global Note registered in the name of the Clearing Agency therefor DTC or its nominee, which shall initially be Cede & Co., as nominee for The Depository Trust Company, the initial Clearing Agency, (iii) shall be delivered by the Indenture Trustee to such Clearing Agency's or such nominee's instructions, and (iv) shall bear a legend substantially to the following effect: "TRANSFERS UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THIS GLOBAL THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, TO CONN’S RECEIVABLES FUNDING 2016-B, LLC OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE SHALL BE LIMITED TO TRANSFERS ISSUED IS REGISTERED IN THE CLEARING AGENCY NAME OF CEDE & CO. (“CEDE”) OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE OR TO A SUCCESSOR THEREOF SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO TRANSFERS MADE IN ACCORDANCE WITH ANY PERSON IS WRONGFUL SINCE THE RESTRICTIONS SET FORTH IN THE INDENTURE." Each REGISTERED OWNER HEREOF, CEDE, HAS AN INTEREST HEREIN. So long as the Clearing Agency designated or Foreign Clearing Agency or its nominee is the registered owner or holder of a Global Note, the Clearing Agency or Foreign Clearing Agency or its nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by such Global Note for purposes of this Indenture and such Notes. Members of, or participants in, the Clearing Agency or Foreign Clearing Agency shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Clearing Agency or Foreign Clearing Agency, and the Clearing Agency or Foreign Clearing Agency may be treated by the Issuer, the Trustee, any Agent and any agent of such entities as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, any Agent and any agent of such entities from giving effect to any written certification, proxy or other authorization furnished by the Clearing Agency or Foreign Clearing Agency or impair, as between the Clearing Agency or Foreign Clearing Agency and its agent members, the operation of customary practices governing the exercise of the rights of a holder of any Note.
(c) Subject to Section 2.6(a)(ix), the provisions of the “Operating Procedures of the Euroclear System” and the “Terms and Conditions Governing Use of Euroclear” and such procedures governing the use of such Clearing Agencies as may be enacted from time to time shall be applicable to a Global Note insofar as interests in such Global Note are held by the agent members of Euroclear or Clearstream (which shall only occur in the case of a temporary Regulation S Global Note and a permanent Regulation S Global Note). Account holders or participants in Euroclear and Clearstream shall have no rights under this Indenture with respect to such Global Note and the registered holder may be treated by the Issuer, the Trustee, any Agent and any agent of the Issuer or the Trustee as the owner of such Global Note for all purposes whatsoever.
(d) Title to the Notes shall pass only by registration in the Note Register maintained by the Transfer Agent and Registrar pursuant to this Section 2.11 must, at the time of its designation and at all times while it serves as Clearing Agency hereunder, be a "clearing agency" registered under the Exchange Act and any other applicable statute 2.6.
(e) Any typewritten Note or regulation. No Holder of any such Series of Notes issued in representing Book-Entry Form Notes shall receive provide that they represent the aggregate or a Definitive specified amount of outstanding Notes from time to time endorsed thereon and may also provide that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of a typewritten Note or Notes representing Book-Entry Notes to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Note Owners represented thereby, shall be made in such Holder's interest manner and by such Person or Persons as shall be specified therein or in the Issuer Order to be delivered to the Trustee pursuant to Section 2.4(b). The Trustee shall deliver and redeliver any such Notes, except as provided typewritten Note or Notes representing Book-Entry Notes in Section 2.13 the manner and upon instructions given by the Person or Persons specified therein or in the applicable Trust Issuance Certificate Issuer Order. Any instructions by the Issuer with respect to endorsement or Series Supplement, if any, relating to such Notes. delivery or redelivery of a typewritten Note or Notes representing the Book-Entry Notes shall be in writing but need not comply with Section 13.3 hereof and need not be accompanied by an Opinion of Counsel.
(f) Unless (and until) certificateduntil definitive, fully registered Notes of any Series or any Class thereof (the "“Definitive Notes"”) have been issued to the Holders Note Owners with respect to any Series of such Series Notes initially issued as Book-Entry Notes pursuant to Section 2.13 2.18 or pursuant to any the applicable Trust Issuance Certificate or Series Supplement, if any, relating thereto:
(ai) the provisions of this Section 2.11 2.16 shall be in full force and effecteffect with respect to each such Series;
(bii) the Note Issuer, the Seller, the Depositor, the Servicer, the Paying Agent, the Note Transfer Agent and Registrar and the Indenture Trustee may deal with the Clearing Agency or Foreign Clearing Agency and the Clearing Agency Participants for all purposes of this Indenture (including the making of distributions payments on the Notes of each such SeriesSeries and the giving of instructions or directions hereunder) as the authorized representatives of the Holders of such SeriesNote Owners;
(ciii) to the extent that the provisions of this Section 2.11 2.16 conflict with any other provisions of this Indenture, the provisions of this Section 2.11 2.16 shall control; and;
(div) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of such Series of Notes evidencing a specified percentage of the outstanding principal amount of such Series of Notes, the Clearing Agency or Foreign Clearing Agency, as applicable, shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or their related Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in such Series of Notes and has delivered such instructions to the Trustee;
(v) the rights of Holders Note Owners of each such Series shall be exercised only through the Clearing Agency or Foreign Clearing Agency and the their related Clearing Agency Participants and shall be limited to those established by law Law and agreements between such Holders Note Owners and the related Clearing Agency or Foreign Clearing Agency and/or the Clearing Agency Participants. Unless Pursuant to the Depository Agreement applicable to a Series, unless and until Definitive Notes of such Series are issued pursuant to Section 2.132.18, the initial applicable Clearing Agency Agencies or Foreign Clearing Agencies will make book-entry transfers among the their related Clearing Agency Participants and receive and transmit distributions payments of principal and interest on the Book-Entry such Series of Notes to such Clearing Agency Participants; and
(vi) the Trustee shall make electronically available to Note Owners copies of any reports sent to Noteholders of the relevant Series generally pursuant to the Indenture, within a commercially reasonable time after receipt by the Trustee of the written request of such Note Owners, together with a certification that they are Note Owners.
Appears in 1 contract
Sources: Base Indenture (Conns Inc)
Book-Entry Notes. Unless (a) If provided in the applicable Trust Issuance Certificate or related Series Supplement, if anythe Notes of such Series, provides otherwiseupon original issuance, all shall be issued in the form of Book-Entry Notes, to be delivered to the depository specified in such Series Supplement (the “Depository,”) which shall be the Clearing Agency or Foreign Clearing Agency. The Notes of each Series issued as Book-Entry Notes shall, unless otherwise provided in the related Series Supplement, initially be registered on the Note Register in the name of the nominee of the Clearing Agency or Foreign Clearing Agency. Unless otherwise provided in a related Series Supplement, no Note Owner of Notes issued as Book-Entry Notes will receive a definitive note representing such Note Owner’s interest in the related Series of Notes, except as provided in Section 2.18.
(b) For each Series of Notes shall to be issued in Book-Entry Formregistered form, the Issuer shall duly execute, and the Note Issuer shall execute and the Indenture Trustee shall, in accordance with this Section and the Issuer Order with respect to such Series2.4 hereof, authenticate and deliver initially, unless otherwise provided in the applicable Series Supplement, one or more Global Notes, evidencing the Notes of such Series which (i) that shall be an aggregate original principal amount equal to registered on the aggregate original principal amount Note Register in the name of a Clearing Agency or Foreign Clearing Agency or such Notes to be issued pursuant to the applicable Issuer Order, (ii) shall be Clearing Agency’s or Foreign Clearing Agency’s nominee. Each Global Note registered in the name of the Clearing Agency therefor DTC or its nominee, which shall initially be Cede & Co., as nominee for The Depository Trust Company, the initial Clearing Agency, (iii) shall be delivered by the Indenture Trustee to such Clearing Agency's or such nominee's instructions, and (iv) shall bear a legend substantially to the following effect: "TRANSFERS UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THIS GLOBAL THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, TO OPORTUN FUNDING VIII, LLC OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE SHALL BE LIMITED TO TRANSFERS ISSUED IS REGISTERED IN THE CLEARING AGENCY NAME OF CEDE & CO. (“CEDE”) OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE OR TO A SUCCESSOR THEREOF SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO TRANSFERS MADE IN ACCORDANCE WITH ANY PERSON IS WRONGFUL SINCE THE RESTRICTIONS SET FORTH IN THE INDENTURE." Each REGISTERED OWNER HEREOF, CEDE, HAS AN INTEREST HEREIN. So long as the Clearing Agency designated or Foreign Clearing Agency or its nominee is the registered owner or holder of a Global Note, the Clearing Agency or Foreign Clearing Agency or its nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by such Global Note for purposes of this Indenture and such Notes. Members of, or participants in, the Clearing Agency or Foreign Clearing Agency shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Clearing Agency or Foreign Clearing Agency, and the Clearing Agency or Foreign Clearing Agency may be treated by the Issuer, the Servicer, the Trustee, any Agent and any agent of such entities as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Servicer, the Trustee, any Agent and any agent of such entities from giving effect to any written certification, proxy or other authorization furnished by the Clearing Agency or Foreign Clearing Agency or impair, as between the Clearing Agency or Foreign Clearing Agency and its agent members, the operation of customary practices governing the exercise of the rights of a holder of any Note.
(c) Subject to Section 2.6(a)(xi), the provisions of the “Operating Procedures of the Euroclear System” and the “Terms and Conditions Governing Use of Euroclear” and such procedures governing the use of such Clearing Agencies as may be enacted from time to time shall be applicable to a Global Note insofar as interests in such Global Note are held by the agent members of Euroclear or Clearstream. Account holders or participants in Euroclear and Clearstream shall have no rights under this Indenture with respect to such Global Note and the registered holder may be treated by the Issuer, the Servicer, the Trustee, any Agent and any agent of the Issuer or the Trustee as the owner of such Global Note for all purposes whatsoever.
(d) Title to the Notes shall pass only by registration in the Note Register maintained by the Transfer Agent and Registrar pursuant to this Section 2.11 must, at the time of its designation and at all times while it serves as Clearing Agency hereunder, be a "clearing agency" registered under the Exchange Act and any other applicable statute 2.6.
(e) Any typewritten Note or regulation. No Holder of any such Series of Notes issued in representing Book-Entry Form Notes shall receive provide that they represent the aggregate or a Definitive specified amount of outstanding Notes from time to time endorsed thereon and may also provide that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of a typewritten Note or Notes representing Book-Entry Notes to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Note Owners represented thereby, shall be made in such Holder's interest manner and by such Person or Persons as shall be specified therein or in the Issuer Order to be delivered to the Trustee pursuant to Section 2.4(b). The Trustee shall deliver and redeliver any such Notes, except as provided typewritten Note or Notes representing Book-Entry Notes in Section 2.13 the manner and upon instructions given by the Person or Persons specified therein or in the applicable Trust Issuance Certificate Issuer Order. Any instructions by the Issuer with respect to endorsement or Series Supplement, if any, relating to such Notes. delivery or redelivery of a typewritten Note or Notes representing the Book-Entry Notes shall be in writing but need not comply with Section 13.3 hereof and need not be accompanied by an Opinion of Counsel.
(f) Unless (and until) certificateduntil definitive, fully registered Notes of any Series or any Class thereof (the "“Definitive Notes"”) have been issued to the Holders Note Owners with respect to any Series of such Series Notes initially issued as Book-Entry Notes pursuant to Section 2.13 2.18 or pursuant to any the applicable Trust Issuance Certificate or Series Supplement, if any, relating thereto:
(ai) the provisions of this Section 2.11 2.16 shall be in full force and effecteffect with respect to each such Series;
(bii) the Note Issuer, the Seller, the Servicer, the Paying Agent, the Note Transfer Agent and Registrar and the Indenture Trustee may deal with the Clearing Agency or Foreign Clearing Agency and the Clearing Agency Participants for all purposes of this Indenture (including the making of distributions payments on the Notes of each such SeriesSeries and the giving of instructions or directions hereunder) as the authorized representatives of the Holders of such SeriesNote Owners;
(ciii) to the extent that the provisions of this Section 2.11 2.16 conflict with any other provisions of this Indenture, the provisions of this Section 2.11 2.16 shall control; and;
(div) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of such Series of Notes evidencing a specified percentage of the outstanding principal amount of such Series of Notes, the Clearing Agency or Foreign Clearing Agency, as applicable, shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or their related Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in such Series of Notes and has delivered such instructions to the Trustee;
(v) the rights of Holders Note Owners of each such Series shall be exercised only through the Clearing Agency or Foreign Clearing Agency and the their related Clearing Agency Participants and shall be limited to those established by law Law and agreements between such Holders Note Owners and the related Clearing Agency or Foreign Clearing Agency and/or the Clearing Agency Participants. Unless Pursuant to the Depository Agreement applicable to a Series, unless and until Definitive Notes of such Series are issued pursuant to Section 2.132.18, the initial applicable Clearing Agency Agencies or Foreign Clearing Agencies will make book-entry transfers among the their related Clearing Agency Participants and receive and transmit distributions payments of principal and interest on the Book-Entry such Series of Notes to such Clearing Agency Participants; and
(vi) Note Owners may receive copies of any reports sent to Noteholders of the relevant Series generally pursuant to the Indenture, upon written request, together with a certification that they are Note Owners and payments of reproduction and postage expenses associated with the distribution of such reports, from the Trustee at the Corporate Trust Office.
Appears in 1 contract
Book-Entry Notes. Unless the applicable Trust Issuance Certificate or Series Supplement, if any, provides otherwise, all of the related (a) For each Series of Notes shall to be issued in Book-Entry Formregistered form, RCFC shall duly execute the Notes, and the Note Issuer shall execute and the Indenture Trustee shall, in accordance with this Section and the Issuer Order with respect to such Series2.4 hereof, authenticate and deliver initially one or more Global Notes, evidencing the Notes of such Series which that (i) shall be an aggregate original principal amount equal to the aggregate original principal amount of such Notes to be issued pursuant to the applicable Issuer Order, (iia) shall be registered on the Note Register in the name of the Clearing Agency therefor DTC or its DTC’s nominee, which shall initially be Cede & Co., as nominee for The Depository Trust Company, the initial Clearing Agency, (iii) shall be delivered by the Indenture Trustee to such Clearing Agency's or such nominee's instructions, and (ivb) shall bear a legend legends substantially to the following effect: "TRANSFERS UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THIS GLOBAL THE DEPOSITORY TRUST COMPANY (“DTC”), TO RENTAL CAR FINANCE CORP. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE SHALL BE LIMITED TO TRANSFERS ISSUED IS REGISTERED IN THE CLEARING AGENCY NAME OF CEDE & CO. (“CEDE”) OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE OR TO A SUCCESSOR THEREOF SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO TRANSFERS MADE IN ACCORDANCE WITH ANY PERSON IS WRONGFUL SINCE THE RESTRICTIONS SET FORTH IN THE INDENTUREREGISTERED OWNER HEREOF, CEDE, HAS AN INTEREST HEREIN. So long as DTC or its nominee is the registered owner or holder of a Global Note, DTC or its nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by such Global Note for purposes of this Base Indenture and such Notes. Members of, or participants in, DTC shall have no rights under this Base Indenture with respect to any Global Note held on their behalf by DTC, and DTC may be treated by RCFC, the Trustee, the Registrar, any Paying Agent and any Agent of such entities as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent RCFC, the Trustee, the Registrar, any Paying Agent and any Agent of such entities from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its agent members, the operation of customary practices governing the exercise of the rights of the holder of a beneficial interest in any Note." Each
(b) The then currently applicable provisions of the relevant Clearing Agency designated pursuant shall be applicable to beneficial interests in the Global Notes. Account holders or participants in DTC, Euroclear and Clearstream shall have no rights under this Section 2.11 mustBase Indenture with respect to such Global Note, at and the time of its designation and at all times while it serves as Clearing Agency hereunderregistered holder may be treated by RCFC, be a "clearing agency" registered under the Exchange Act Trustee, the Registrar and any other applicable statute or regulation. No Holder Paying Agent and any Agent of any such Series entities as the owner of such Global Note for all purposes whatsoever.
(c) Title to the Notes issued shall pass only by registration in the Note Register maintained by the Registrar pursuant to Section 2.6.
(d) Any typewritten Note or Notes representing Book-Entry Form Notes shall receive provide that they represent the aggregate or a Definitive specified amount of Outstanding Notes from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Notes represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a typewritten Note or Notes representing Book-Entry Notes to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Note Owners represented thereby, shall be made in such Holder's interest manner and by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 2.4. Subject to the provisions of Section 2.5, the Trustee shall deliver and redeliver any such Notes, except as provided typewritten Note or Notes representing Book-Entry Notes in Section 2.13 the manner and upon instructions given by the Person or Persons specified therein or in the applicable Trust Issuance Certificate Company Order. Any instructions by RCFC with respect to endorsement or Series Supplement, if any, relating to such Notes. delivery or redelivery of a typewritten Note or Notes representing the Book-Entry Notes shall be in writing but need not comply with Section 12.3 hereof and need not be accompanied by an Opinion of Counsel.
(e) Unless (and until) certificated, fully registered until Definitive Notes of any Series (the "Definitive Notes") have been issued to the Holders of such Series all Note Owners pursuant to Section 2.13 or pursuant to any applicable Trust Issuance Certificate or Series Supplement, if any, relating thereto2.19:
(ai) the provisions of this Section 2.11 2.17 shall be in full force and effect;
(bii) the Note Issuer, the Servicer, the Paying Agent, the Note Registrar and the Indenture Trustee may deal with the Clearing Agency for all purposes of this Base Indenture (including the making of distributions payments on the Notes and the giving of such Seriesinstructions or directions hereunder) as the authorized representatives of the Holders of such SeriesNote Owners;
(ciii) to the extent that the provisions of this Section 2.11 2.17 conflict with any other provisions of this Base Indenture, the provisions of this Section 2.11 2.17 shall control;
(iv) whenever this Base Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Principal Amount of the Notes, the applicable Clearing Agency shall be deemed to represent a percentage or Principal Amount in respect of any outstanding Global Notes only to the extent that it has received instructions to such effect from the applicable Note Owners and/or their related Clearing Agency Participants owning or representing, respectively, such percentage or Principal Amount of the beneficial interest in the Notes and has delivered such instructions or directions to the Trustee; and
(dv) the rights of Holders of such Series Note Owners shall be exercised only through the applicable Clearing Agency and the their related Clearing Agency Participants and shall be limited to those established by law and agreements between such Holders Note Owners and the their related Clearing Agency and/or the Clearing Agency Participants. Unless and until Definitive Notes are issued pursuant to Section 2.132.19, the initial applicable Clearing Agency Agencies will make book-entry transfers among the their related Clearing Agency Participants and receive and transmit distributions payments of principal and interest on the Book-Entry Notes to such Clearing Agency Participants.
Appears in 1 contract
Sources: Base Indenture (Dollar Thrifty Automotive Group Inc)
Book-Entry Notes. Unless the applicable Trust Issuance Certificate or Series Supplement, if any, provides otherwise, all of the related (a) For each Series of Notes shall to be issued in Book-Entry Formregistered form (other than any Series of Variable Funding Notes), CRCF shall duly execute the Notes, and the Note Issuer shall execute and the Indenture Trustee shall, in accordance with this Section and the Issuer Order with respect to such Series2.4 hereof, authenticate and deliver initially one or more Global Notes, evidencing the Notes of such Series which that (i) shall be an aggregate original principal amount equal to the aggregate original principal amount of such Notes to be issued pursuant to the applicable Issuer Order, (iia) shall be registered on the Note Register in the name of the Clearing Agency therefor DTC or its DTC’s nominee, which shall initially be Cede & Co., as nominee for The Depository Trust Company, the initial Clearing Agency, (iii) shall be delivered by the Indenture Trustee to such Clearing Agency's or such nominee's instructions, and (ivb) shall bear a legend legends substantially to the following effect: "TRANSFERS UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THIS GLOBAL THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO CRCF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE SHALL BE LIMITED TO TRANSFERS ISSUED IS REGISTERED IN THE CLEARING AGENCY NAME OF CEDE & CO. (“CEDE”) OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE OR TO A SUCCESSOR THEREOF SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO TRANSFERS MADE IN ACCORDANCE WITH ANY PERSON IS WRONGFUL INASMUCH AS THE RESTRICTIONS SET FORTH IN THE INDENTURE." Each Clearing Agency designated pursuant to REGISTERED OWNER HEREOF, CEDE, HAS AN INTEREST HEREIN. So long as DTC or its nominee is the registered owner or holder of a Global Note, DTC or its nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by such Global Note for purposes of this Section 2.11 must, at the time of its designation Indenture and at all times while it serves as Clearing Agency hereunder, be a "clearing agency" registered under the Exchange Act and any other applicable statute or regulation. No Holder of any such Series of Notes issued in Book-Entry Form shall receive a Definitive Note representing such Holder's interest in any such Notes, except as provided in Section 2.13 or in the applicable Trust Issuance Certificate or Series Supplement, if any, relating to such Notes. Unless (Members of, or participants in, DTC shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC, and until) certificatedDTC may be treated by CRCF, fully registered Notes of the Trustee, any Series (the "Definitive Notes") have been issued to the Holders Agent and any agent of such Series pursuant to Section 2.13 or pursuant to any applicable Trust Issuance Certificate or Series Supplement, if any, relating thereto:
(a) entities as the provisions absolute owner of this Section 2.11 shall be in full force and effect;
(b) the such Global Note Issuer, the Servicer, the Paying Agent, the Note Registrar and the Indenture Trustee may deal with the Clearing Agency for all purposes (including whatsoever. Notwithstanding the making of distributions on foregoing, nothing herein shall prevent CRCF, the Notes Trustee, any Agent and any agent of such Series) as the authorized representatives of the Holders of such Series;
(c) entities from giving effect to the extent that the provisions of this Section 2.11 conflict with any other provisions of this Indenturewritten certification, the provisions of this Section 2.11 shall control; and
(d) the rights of Holders of such Series shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Holders and the Clearing Agency and/or the Clearing Agency Participants. Unless and until Definitive Notes are issued pursuant to Section 2.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the Book-Entry Notes to such Clearing Agency Participants.proxy or other
Appears in 1 contract
Sources: Base Indenture (Cendant Corp)
Book-Entry Notes. Unless (a) If provided in the applicable Trust Issuance Certificate or related Series Supplement, if anythe Notes of such Series, provides otherwiseupon original issuance, all shall be issued in the form of one or more Book-Entry Notes, to be delivered to the depository specified in such Series Supplement (the “Depository,”) which shall be the Clearing Agency or Foreign Clearing Agency, by or on behalf of such Series. The Notes of each Series issued as Book-Entry Notes shall, unless otherwise provided in the related Series Supplement, initially be registered on the Note Register in the name of the nominee of the Clearing Agency or Foreign Clearing Agency. Unless otherwise provided in a related Series Supplement, no Note Owner of Notes issued as Book-Entry Notes will receive a definitive note representing such Note Owner’s interest in the related Series of Notes, except as provided in Section 2.18.
(b) For each Series of Notes shall to be issued in Book-Entry Formregistered form, the Issuer shall duly execute, and the Note Issuer shall execute and the Indenture Trustee shall, in accordance with this Section and the Issuer Order with respect to such Series2.4 hereof, authenticate and deliver initially, unless otherwise provided in the applicable Series Supplement, one or more Global Notes, evidencing the Notes of such Series which (i) that shall be an aggregate original principal amount equal to registered on the aggregate original principal amount Note Register in the name of a Clearing Agency or Foreign Clearing Agency or such Notes to be issued pursuant to the applicable Issuer Order, (ii) shall be Clearing Agency’s or Foreign Clearing Agency’s nominee. Each Global Note registered in the name of the Clearing Agency therefor DTC or its nominee, which shall initially be Cede & Co., as nominee for The Depository Trust Company, the initial Clearing Agency, (iii) shall be delivered by the Indenture Trustee to such Clearing Agency's or such nominee's instructions, and (iv) shall bear a legend substantially to the following effect: "TRANSFERS UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THIS GLOBAL THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, TO CONN’S RECEIVABLES FUNDING 2018-A, LLC OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE SHALL BE LIMITED TO TRANSFERS ISSUED IS REGISTERED IN THE CLEARING AGENCY NAME OF CEDE & CO. (“CEDE”) OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE OR TO A SUCCESSOR THEREOF SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO TRANSFERS MADE IN ACCORDANCE WITH ANY PERSON IS WRONGFUL SINCE THE RESTRICTIONS SET FORTH IN THE INDENTURE." Each REGISTERED OWNER HEREOF, CEDE, HAS AN INTEREST HEREIN. So long as the Clearing Agency designated or Foreign Clearing Agency or its nominee is the registered owner or holder of a Global Note, the Clearing Agency or Foreign Clearing Agency or its nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by such Global Note for purposes of this Indenture and such Notes. Members of, or participants in, the Clearing Agency or Foreign Clearing Agency shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Clearing Agency or Foreign Clearing Agency, and the Clearing Agency or Foreign Clearing Agency may be treated by the Issuer, the Trustee, any Agent and any agent of such entities as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, any Agent and any agent of such entities from giving effect to any written certification, proxy or other authorization furnished by the Clearing Agency or Foreign Clearing Agency or impair, as between the Clearing Agency or Foreign Clearing Agency and its agent members, the operation of customary practices governing the exercise of the rights of a holder of any Note.
(c) Subject to Section 2.6(a)(ix), the provisions of the “Operating Procedures of the Euroclear System” and the “Terms and Conditions Governing Use of Euroclear” and such procedures governing the use of such Clearing Agencies as may be enacted from time to time shall be applicable to a Global Note insofar as interests in such Global Note are held by the agent members of Euroclear or Clearstream (which shall only occur in the case of a temporary Regulation S Global Note and a permanent Regulation S Global Note). Account holders or participants in Euroclear and Clearstream shall have no rights under this Indenture with respect to such Global Note and the registered holder may be treated by the Issuer, the Trustee, any Agent and any agent of the Issuer or the Trustee as the owner of such Global Note for all purposes whatsoever.
(d) Title to the Notes shall pass only by registration in the Note Register maintained by the Transfer Agent and Registrar pursuant to this Section 2.11 must, at the time of its designation and at all times while it serves as Clearing Agency hereunder, be a "clearing agency" registered under the Exchange Act and any other applicable statute 2.6.
(e) Any typewritten Note or regulation. No Holder of any such Series of Notes issued in representing Book-Entry Form Notes shall receive provide that they represent the aggregate or a Definitive specified amount of outstanding Notes from time to time endorsed thereon and may also provide that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of a typewritten Note or Notes representing Book-Entry Notes to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Note Owners represented thereby, shall be made in such Holder's interest manner and by such Person or Persons as shall be specified therein or in the Issuer Order to be delivered to the Trustee pursuant to Section 2.4(b). The Trustee shall deliver and redeliver any such Notes, except as provided typewritten Note or Notes representing Book-Entry Notes in Section 2.13 the manner and upon instructions given by the Person or Persons specified therein or in the applicable Trust Issuance Certificate Issuer Order. Any instructions by the Issuer with respect to endorsement or Series Supplement, if any, relating to such Notes. delivery or redelivery of a typewritten Note or Notes representing the Book-Entry Notes shall be in writing but need not comply with Section 13.3 hereof and need not be accompanied by an Opinion of Counsel.
(f) Unless (and until) certificateduntil definitive, fully registered Notes of any Series or any Class thereof (the "“Definitive Notes"”) have been issued to the Holders Note Owners with respect to any Series of such Series Notes initially issued as Book-Entry Notes pursuant to Section 2.13 2.18 or pursuant to any the applicable Trust Issuance Certificate or Series Supplement, if any, relating thereto:
(ai) the provisions of this Section 2.11 2.16 shall be in full force and effecteffect with respect to each such Series;
(bii) the Note Issuer, the Seller, the Depositor, the Servicer, the Paying Agent, the Note Transfer Agent and Registrar and the Indenture Trustee may deal with the Clearing Agency or Foreign Clearing Agency and the Clearing Agency Participants for all purposes of this Indenture (including the making of distributions payments on the Notes of each such SeriesSeries and the giving of instructions or directions hereunder) as the authorized representatives of the Holders of such SeriesNote Owners;
(ciii) to the extent that the provisions of this Section 2.11 2.16 conflict with any other provisions of this Indenture, the provisions of this Section 2.11 2.16 shall control; and;
(div) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of such Series of Notes evidencing a specified percentage of the outstanding principal amount of such Series of Notes, the Clearing Agency or Foreign Clearing Agency, as applicable, shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or their related Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in such Series of Notes and has delivered such instructions to the Trustee;
(v) the rights of Holders Note Owners of each such Series shall be exercised only through the Clearing Agency or Foreign Clearing Agency and the their related Clearing Agency Participants and shall be limited to those established by law Law and agreements between such Holders Note Owners and the related Clearing Agency or Foreign Clearing Agency and/or the Clearing Agency Participants. Unless Pursuant to the Depository Agreement applicable to a Series, unless and until Definitive Notes of such Series are issued pursuant to Section 2.132.18, the initial applicable Clearing Agency Agencies or Foreign Clearing Agencies will make book-entry transfers among the their related Clearing Agency Participants and receive and transmit distributions payments of principal and interest on the Book-Entry such Series of Notes to such Clearing Agency Participants; and
(vi) the Trustee shall make electronically available to Note Owners copies of any reports sent to Noteholders of the relevant Series generally pursuant to the Indenture, within a commercially reasonable time after receipt by the Trustee of the written request of such Note Owners, together with a certification that they are Note Owners.
Appears in 1 contract
Sources: Base Indenture (Conns Inc)
Book-Entry Notes. Unless (a) If provided in the applicable Trust Issuance Certificate or related Series Supplement, if anythe Notes of such Series, provides otherwiseupon original issuance, all shall be issued in the form of Book-Entry Notes, to be delivered to the depository specified in such Series Supplement (the “Depository,”) which shall be the Clearing Agency or Foreign Clearing Agency. The Notes of each Series issued as Book-Entry Notes shall, unless otherwise provided in the related Series Supplement, initially be registered on the Note Register in the name of the nominee of the Clearing Agency or Foreign Clearing Agency. Unless otherwise provided in a related Series Supplement, no Note Owner of Notes issued as Book-Entry Notes will receive a definitive note representing such Note Owner’s interest in the related Series of Notes, except as provided in Section 2.18.
(b) For each Series of Notes shall to be issued in Book-Entry Formregistered form, the Issuer shall duly execute, and the Note Issuer shall execute and the Indenture Trustee shall, in accordance with this Section and the Issuer Order with respect to such Series2.4 hereof, authenticate and deliver initially, unless otherwise provided in the applicable Series Supplement, one or more Global Notes, evidencing the Notes of such Series which (i) that shall be an aggregate original principal amount equal to registered on the aggregate original principal amount Note Register in the name of a Clearing Agency or Foreign Clearing Agency or such Notes to be issued pursuant to the applicable Issuer Order, (ii) shall be Clearing Agency’s or Foreign Clearing Agency’s nominee. Each Global Note registered in the name of the Clearing Agency therefor DTC or its nominee, which shall initially be Cede & Co., as nominee for The Depository Trust Company, the initial Clearing Agency, (iii) shall be delivered by the Indenture Trustee to such Clearing Agency's or such nominee's instructions, and (iv) shall bear a legend substantially to the following effect: "TRANSFERS UNLESS THIS [NOTE/CERTIFICATE] IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THIS GLOBAL NOTE SHALL BE LIMITED THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, TO TRANSFERS OPORTUN FUNDING XIII, LLC OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY [NOTE/CERTIFICATE] ISSUED IS REGISTERED IN THE CLEARING AGENCY NAME OF CEDE & CO. (“CEDE”) OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE OR TO A SUCCESSOR THEREOF SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO TRANSFERS MADE IN ACCORDANCE WITH ANY PERSON IS WRONGFUL SINCE THE RESTRICTIONS SET FORTH IN THE INDENTURE." Each REGISTERED OWNER HEREOF, CEDE, HAS AN INTEREST HEREIN. So long as the Clearing Agency designated or Foreign Clearing Agency or its nominee is the registered owner or holder of a Global Note, the Clearing Agency or Foreign Clearing Agency or its nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by such Global Note for purposes of this Indenture and such Notes. Members of, or participants in, the Clearing Agency or Foreign Clearing Agency shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Clearing Agency or Foreign Clearing Agency, and the Clearing Agency or Foreign Clearing Agency may be treated by the Issuer, the Servicer, the Trustee, any Agent and any agent of such entities as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Servicer, the Trustee, any Agent and any agent of such entities from giving effect to any written certification, proxy or other authorization furnished by the Clearing Agency or Foreign Clearing Agency or impair, as between the Clearing Agency or Foreign Clearing Agency and its agent members, the operation of customary practices governing the exercise of the rights of a holder of any Note.
(c) Subject to Section 2.6(a)(xi), the provisions of the “Operating Procedures of the Euroclear System” and the “Terms and Conditions Governing Use of Euroclear” and such procedures governing the use of such Clearing Agencies as may be enacted from time to time shall be applicable to a Global Note insofar as interests in such Global Note are held by the agent members of Euroclear or Clearstream. Account holders or participants in Euroclear and Clearstream shall have no rights under this Indenture with respect to such Global Note and the registered holder may be treated by the Issuer, the Servicer, the Trustee, any Agent and any agent of the Issuer or the Trustee as the owner of such Global Note for all purposes whatsoever.
(d) Title to the Notes shall pass only by registration in the Note Register maintained by the Transfer Agent and Registrar pursuant to this Section 2.11 must, at the time of its designation and at all times while it serves as Clearing Agency hereunder, be a "clearing agency" registered under the Exchange Act and any other applicable statute 2.6.
(e) Any typewritten Note or regulation. No Holder of any such Series of Notes issued in representing Book-Entry Form Notes shall receive provide that they represent the aggregate or a Definitive specified amount of outstanding Notes from time to time endorsed thereon and may also provide that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of a typewritten Note or Notes representing Book-Entry Notes to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Note Owners represented thereby, shall be made in such Holder's interest manner and by such Person or Persons as shall be specified therein or in the Issuer Order to be delivered to the Trustee pursuant to Section 2.4(b). The Trustee shall deliver and redeliver any such Notes, except as provided typewritten Note or Notes representing Book-Entry Notes in Section 2.13 the manner and upon instructions given by the Person or Persons specified therein or in the applicable Trust Issuance Certificate Issuer Order. Any instructions by the Issuer with respect to endorsement or Series Supplement, if any, relating to such Notes. delivery or redelivery of a typewritten Note or Notes representing the Book-Entry Notes shall be in writing but need not comply with Section 13.3 hereof and need not be accompanied by an Opinion of Counsel.
(f) Unless (and until) certificateduntil definitive, fully registered Notes of any Series or any Class thereof (the "“Definitive Notes"”) have been issued to the Holders Note Owners with respect to any Series of such Series Notes initially issued as Book-Entry Notes pursuant to Section 2.13 2.18 or pursuant to any the applicable Trust Issuance Certificate or Series Supplement, if any, relating thereto:
(ai) the provisions of this Section 2.11 2.16 shall be in full force and effecteffect with respect to each such Series;
(bii) the Note Issuer, the Seller, the Servicer, the Paying Agent, the Note Transfer Agent and Registrar and the Indenture Trustee may deal with the Clearing Agency or Foreign Clearing Agency and the Clearing Agency Participants for all purposes of this Indenture (including the making of distributions payments on the Notes of each such SeriesSeries and the giving of instructions or directions hereunder) as the authorized representatives of the Holders of such SeriesNote Owners;
(ciii) to the extent that the provisions of this Section 2.11 2.16 conflict with any other provisions of this Indenture, the provisions of this Section 2.11 2.16 shall control; and;
(div) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of such Series of Notes evidencing a specified percentage of the outstanding principal amount of such Series of Notes, the Clearing Agency or Foreign Clearing Agency, as applicable, shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or their related Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in such Series of Notes and has delivered such instructions to the Trustee;
(v) the rights of Holders Note Owners of each such Series shall be exercised only through the Clearing Agency or Foreign Clearing Agency and the their related Clearing Agency Participants and shall be limited to those established by law Law and agreements between such Holders Note Owners and the related Clearing Agency or Foreign Clearing Agency and/or the Clearing Agency Participants. Unless Pursuant to the Depository Agreement applicable to a Series, unless and until Definitive Notes of such Series are issued pursuant to Section 2.132.18, the initial applicable Clearing Agency Agencies or Foreign Clearing Agencies will make book-entry transfers among the their related Clearing Agency Participants and receive and transmit distributions payments of principal and interest on the Book-Entry such Series of Notes to such Clearing Agency Participants; and
(vi) Note Owners may receive copies of any reports sent to Noteholders and Certificateholders of the relevant Series generally pursuant to the Indenture, upon written request, together with a certification that they are Note Owners and payments of reproduction and postage expenses associated with the distribution of such reports, from the Trustee at the Corporate Trust Office.
Appears in 1 contract
Book-Entry Notes. Unless the applicable Trust Issuance Certificate or Series Supplement, if any, provides otherwise, all of the related (a) For each Series of Notes shall to be issued in Book-Entry Formregistered form, TFFC shall duly execute the Notes, and the Note Issuer shall execute and the Indenture Trustee shall, in accordance with this Section and the Issuer Order with respect to such Series2.4 hereof, authenticate and deliver initially one or more Global Notes, evidencing the Notes of such Series which that (i) shall be an aggregate original principal amount equal to the aggregate original principal amount of such Notes to be issued pursuant to the applicable Issuer Order, (iia) shall be registered on the Note Register in the name of the Clearing Agency therefor DTC or its DTC's nominee, which shall initially be Cede & Co., as nominee for The Depository Trust Company, the initial Clearing Agency, (iii) shall be delivered by the Indenture Trustee to such Clearing Agency's or such nominee's instructions, and (ivb) shall bear a legend legends substantially to the following effect: UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY ("TRANSFERS DTC"), TO TFFC OR ITS AGENT FOR REGISTRATION OF THIS GLOBAL TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE SHALL BE LIMITED TO TRANSFERS ISSUED IS REGISTERED IN THE CLEARING AGENCY NAME OF CEDE & CO. ("CEDE") OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE OR TO A SUCCESSOR THEREOF SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO TRANSFERS MADE IN ACCORDANCE WITH ANY PERSON IS WRONGFUL SINCE THE RESTRICTIONS SET FORTH IN THE INDENTUREREGISTERED OWNER HEREOF, CEDE, HAS AN INTEREST HEREIN. So long as DTC or its nominee is the registered owner or holder of a Global Note, DTC or its nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by such Global Note for purposes of this Indenture and such Notes. Members of, or participants in, DTC shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC, and DTC may be treated by TFFC, the Trustee, any Paying Agent and any agent of such entities as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent TFFC, the Trustee, any Paying Agent and any agent of such entities from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its agent members, the operation of customary practices governing the exercise of the rights of a holder of any Note.
(b) Subject to Section 2.9(g), the provisions of the "Operating Procedures of the Euroclear System" Each Clearing Agency designated and the "Terms and Conditions Governing Use of Euroclear" and the "Management Regulations" and "Instructions to Participants" of Cedel, respectively, shall be applicable to the Global Note insofar as interests in a Global Note are held by the agent members of Euroclear or Cedel (which shall only occur in the case of the Temporary Global Note and the Permanent Global Note). Account holders or participants in Euroclear and Cedel shall have no rights under this Indenture with respect to such Global Note, and the registered holder may be treated by TFFC, the Trustee and any agent of TFFC or the Trustee as the owner of such Global Note for all purposes whatsoever.
(c) [Reserved]
(d) Title to the Notes shall pass only by registration in the Note Register maintained by the Registrar pursuant to this Section 2.11 must, at the time of its designation and at all times while it serves as Clearing Agency hereunder, be a "clearing agency" registered under the Exchange Act and any other applicable statute 2.6.
(e) Any typewritten Note or regulation. No Holder of any such Series of Notes issued in representing Book-Entry Form Notes shall receive provide that they represent the aggregate or a Definitive specified amount of Outstanding Notes from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Notes represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a typewritten Note or Notes representing Book-Entry Notes to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Note Owners represented thereby, shall be made in such Holder's interest manner and by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 2.4. Subject to the provisions of Section 2.5, the Trustee shall deliver and redeliver any such Notes, except as provided typewritten Note or Notes representing Book-Entry Notes in Section 2.13 the manner and upon instructions given by the Person or Persons specified therein or in the applicable Trust Issuance Certificate Company Order. Any instructions by TFFC with respect to endorsement or Series Supplement, if any, relating to such Notes. delivery or redelivery of a typewritten Note or Notes representing the Book-Entry Notes shall be in writing but need not comply with Section 13.3 hereof and need not be accompanied by an Opinion of Counsel.
(f) Unless (and until) certificateduntil definitive, fully registered Notes of any Series (the "Definitive Notes") have been issued to the Holders of such Series Note Owners pursuant to Section 2.13 or pursuant to any applicable Trust Issuance Certificate or Series Supplement, if any, relating thereto2.18:
(ai) the provisions of this Section 2.11 2.16 shall be in full force and effect;
(bii) the Note Issuer, the Servicer, the Paying Agent, the Note Registrar and the Indenture Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Indenture (including the making of distributions payments on the Notes and the giving of such Seriesinstructions or directions hereunder) as the authorized representatives of the Holders of such SeriesNote Owners;
(ciii) to the extent that the provisions of this Section 2.11 2.16 conflict with any other provisions of this Indenture, the provisions of this Section 2.11 2.16 shall control;
(iv) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding principal amount of the Notes, the applicable Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note owners and/or their related Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Trustee; and
(dv) the rights of Holders of such Series Note Owners shall be exercised only through the applicable Clearing Agency and the their related Clearing Agency Participants and shall be limited to those established by law and agreements between such Holders Note Owners and the their related Clearing Agency and/or the Clearing Agency Participants. Unless and until Definitive Notes are issued pursuant to Section 2.132.18, the initial applicable Clearing Agency Agencies will make book-entry transfers among the their related Clearing Agency Participants and receive and transmit distributions payments of principal and interest on the Book-Entry Notes to such Clearing Agency Participants.
Appears in 1 contract
Book-Entry Notes. Unless the applicable Trust Issuance Certificate or Series Supplement, if any, provides otherwise, all of the related (a) For each Series of Notes shall to be issued in Book-Entry Formregistered form, ARG shall duly execute, and the Note Issuer shall execute and the Indenture Trustee shall, in accordance with this Section and the Issuer Order with respect to such Series2.4 hereof, authenticate and deliver initially, unless otherwise provided in the applicable Series Supplement, one or more Global Notes, evidencing the Notes of such Series which (i) that shall be an aggregate original principal amount equal to registered on the aggregate original principal amount Note Register in the name of a Clearing Agency or such Notes to be issued pursuant to the applicable Issuer Order, (ii) shall be Clearing Agency's nominee. Each Global Note registered in the name of the Clearing Agency therefor DTC or its nominee, which shall initially be Cede & Co., as nominee for The Depository Trust Company, the initial Clearing Agency, (iii) shall be delivered by the Indenture Trustee to such Clearing Agency's or such nominee's instructions, and (iv) shall bear a legend substantially to the following effect: UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("TRANSFERS DTC"), TO ARG FUNDING CORP. OR ITS AGENT FOR REGISTRATION OF THIS GLOBAL TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE SHALL BE LIMITED TO TRANSFERS ISSUED IS REGISTERED IN THE CLEARING AGENCY NAME OF CEDE & CO. ("CEDE") OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE OR TO A SUCCESSOR THEREOF SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO TRANSFERS MADE IN ACCORDANCE WITH ANY PERSON IS WRONGFUL SINCE THE RESTRICTIONS SET FORTH IN THE INDENTURE." Each REGISTERED OWNER HEREOF, CEDE, HAS AN INTEREST HEREIN. So long as the Clearing Agency designated pursuant to this Section 2.11 mustor its nominee is the registered owner or holder of a Global Note, at the time of its designation and at all times while it serves as Clearing Agency hereunderor its nominee, as the case may be, will be a "clearing agency" registered under considered the Exchange Act sole 27 27 owner or holder of the Notes represented by such Global Note for purposes of this Indenture and any other applicable statute or regulation. No Holder of any such Series of Notes issued in Book-Entry Form shall receive a Definitive Note representing such Holder's interest in any such Notes, except as provided in Section 2.13 or in the applicable Trust Issuance Certificate or Series Supplement, if any, relating to such Notes. Members of, or participants in, the Clearing Agency shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Clearing Agency, and the Clearing Agency may be treated by ARG, the Trustee, any Agent and any agent of such entities as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent ARG, the Trustee, any Agent and any agent of such entities from giving effect to any written certification, proxy or other authorization furnished by the Clearing Agency or impair, as between the Clearing Agency and its agent members, the operation of customary practices governing the exercise of the rights of a holder of any Note.
(b) Subject to Section 2.9(g), the provisions of the "Operating Procedures of the Euroclear System" and the "Terms and Conditions Governing Use of Euroclear" and the "Management Regulations" and "Instructions to Participants" of Cedel, respectively, shall be applicable to the Global Note insofar as interests in a Global Note are held by the agent members of Euroclear or Cedel (which shall only occur in the case of the Temporary Global Note and the Permanent Global Note). Account holders or participants in Euroclear and Cedel shall have no rights under this Indenture with respect to such Global Note and the registered holder may be treated by ARG, the Trustee, any Agent and any agent of ARG or the Trustee as the owner of such Global Note for all purposes whatsoever.
(c) Title to the Notes shall pass only by registration in the Note Register maintained by the Registrar pursuant to Section 2.6.
(e) Unless (and until) certificateduntil definitive, fully registered Notes of any Series (the "Definitive Notes") have been issued to the Holders Note Owners with respect to any Series of such Series Notes pursuant to Section 2.13 2.18 or pursuant to any the applicable Trust Issuance Certificate or Series Supplement, if any, relating thereto:
(ai) the provisions of this Section 2.11 2.16 shall be in full force and effect;
(bii) the Note Issuer, the Servicer, the Paying Agent, the Note Registrar and the Indenture Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Indenture (including the making of distributions payments on the Notes and the giving of such Seriesinstructions or directions hereunder) as the authorized representatives of the Holders of such SeriesNote Owners;
(ciii) to the extent that the provisions of this Section 2.11 2.16 conflict with any other provisions of this Indenture, the provisions of this Section 2.11 2.16 shall control; and;
(div) the rights whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of such Series of Notes evidencing a specified percentage of the Outstanding principal amount of such Series of Notes, the applicable Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or their related Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in such Series of Notes and has delivered such instructions to the Trustee; and
(v) the rights of such Note Owners shall be exercised only through the applicable Clearing Agency and the their related Clearing Agency Participants and shall be limited to those established by law and agreements between such Holders Note Owners and the their related Clearing Agency and/or the Clearing Agency Participants. Unless and until Definitive Notes are issued pursuant to Section 2.132.18, the initial applicable Clearing Agency Agencies will make book-entry transfers among the their related Clearing Agency Participants and receive and transmit distributions payments of principal and interest on the Book-Entry such Series of Notes to such Clearing Agency Participants.
Appears in 1 contract
Sources: Base Indenture (Autonation Inc /Fl)
Book-Entry Notes. Unless the applicable Trust Trustee's Issuance Certificate or Series Supplement, if any, provides otherwise, all of the related Series of Notes shall be issued in Book-Entry Form, and the Note Issuer shall execute and the Indenture Trustee shall, in accordance with this Section and the Issuer Order with respect to such Series, authenticate and deliver one or more Global Notes, evidencing the Notes of such Series which (i) shall be an aggregate original principal amount equal to the aggregate original principal amount of such Notes to be issued pursuant to the applicable Issuer Order, (ii) shall be registered in the name of the Clearing Agency therefor or its nominee, which shall initially be Cede & Co., as nominee for The Depository Trust Company, the initial Clearing Agency, (iii) shall be delivered by the Indenture Trustee to such Clearing Agency's or such nominee's instructions, and (iv) shall bear a legend substantially to the following effect: ["TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN THE CLEARING AGENCY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURETransfers of this Global Note shall be limited to transfers in the Clearing Agency or to a successor thereof or such successor's nominee and transfers of portions of this Global Note shall be limited to transfers made in accordance with the restrictions set forth in the Indenture." "] Each Clearing Agency designated pursuant to this Section 2.11 must, at the time of its designation and at all times while it serves as Clearing Agency hereunder, be a "clearing agency" registered under the Exchange Act and any other applicable statute or regulation. No Holder of any such Series of Notes issued in Book-Entry Form shall receive a Definitive Note representing such Holder's interest in any such Notes, except as provided in Section 2.13 or in the applicable Trust Trustee's Issuance Certificate or Series Supplement, if any, relating to such Notes. Unless (and until) certificated, fully registered Notes of any Series (the "Definitive Notes") have been issued to the Holders of such Series pursuant to Section 2.13 or pursuant to any applicable Trust Trustee's Issuance Certificate or Series Supplement, if any, relating thereto:
(a) the provisions of this Section 2.11 shall be in full force and effect;
(b) the Note Issuer, the Servicer, the Paying Agent, the Note Registrar and the Indenture Trustee may deal with the Clearing Agency for all purposes (including the making of distributions on the Notes of such Series) as the authorized representatives of the Holders of such Series;
(c) to the extent that the provisions of this Section 2.11 conflict with any other provisions of this Indenture, the provisions of this Section 2.11 shall control; and
(d) the rights of Holders of such Series shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Holders and the Clearing Agency and/or the Clearing Agency Participants. Unless and until Definitive Notes are issued pursuant to Section 2.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the Book-Entry Notes to such Clearing Agency Participants.
Appears in 1 contract
Book-Entry Notes. Unless the applicable Trust Issuance Certificate or Series SupplementExcept as otherwise provided in this Section, if any, provides otherwise, all each Class of the related Series of Class A Notes shall be issued in Book-Entry Form, and the Note Issuer shall execute and the Indenture Trustee shall, in accordance with this Section and the Issuer Order form of one global note with respect to such Series, authenticate each Class and deliver one or more Global Notes, evidencing the Notes of such Series which (i) shall be an aggregate original principal amount equal to the aggregate original principal amount of such Notes to be issued pursuant to the applicable Issuer Order, (ii) shall be registered in the name of the Clearing Agency therefor Securities Depository or its nomineenominee and ownership thereof shall be maintained in book-entry form by the Securities Depository for the account of the Agent Members. Initially, which each of the Class A-1 Note, Class A-2 Note, Class A-3 Note and Class A-4 Note shall initially be registered in the name of Cede & Co., as the nominee for of The Depository Trust Company. Except as provided in this Section, the initial Clearing AgencyNotes of a Class of Class A Notes may 55 be transferred, (iii) shall be delivered in whole but not in part, only to the Securities Depository or a nominee of the Securities Depository or to a successor Securities Depository selected or approved by the Indenture Owner Trustee or to a nominee of such Clearing Agency's or such nominee's instructions, and (iv) successor Securities Depository. Each global note shall bear a legend substantially to the following effect: "TRANSFERS OF EXCEPT AS OTHERWISE PROVIDED HEREIN, THIS GLOBAL NOTE SHALL CERTIFICATE MAY BE LIMITED TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO TRANSFERS IN ANOTHER NOMINEE OF THE CLEARING AGENCY SECURITIES DEPOSITORY (AS DEFINED HEREIN) OR TO A SUCCESSOR THEREOF SECURITIES DEPOSITORY OR SUCH SUCCESSOR'S TO A NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTUREOR SUCCESSOR SECURITIES DEPOSITORY." Each Clearing Agency designated Except as otherwise provided herein, the Owner Trustee, the Note Insurer and the Indenture Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Securities Depository or any Agent Member with respect to any beneficial ownership interest in the Class A Notes, (ii) the delivery to any Agent Member, beneficial owner of any Class of the Class A Notes or other Person, other than the Securities Depository, of any notice with respect to the Class A Notes or (iii) the payment to any Agent Member, beneficial owner of any Class of the Class A Notes or other Person, other than the Securities Depository, of any amount with respect to the payment of principal of or interest on any Class of the Class A Notes. So long as Definitive Notes for any Class of the Class A Notes issued under this Indenture are not issued pursuant to this Section 2.11 mustSection, the Owner Trustee, the Note Insurer and the Indenture Trustee shall treat the Securities Depository as, and deem the Securities Depository to be, the absolute owner of such Class of the Class A Notes for all purposes whatsoever, including, without limitation, (i) the payment of principal of and interest on such Class A Notes, (ii) giving notices of redemption and other matters with respect to such Class A Notes and (iii) registering transfers with respect to such Class A Notes. In connection with any notice or other communication to be provided to the Class A Noteholders pursuant to this Indenture by the Owner Trustee or the Indenture Trustee with respect to any consent or other action to be taken by Class A Noteholders, the Owner Trustee or the Indenture Trustee, as the case may be, shall establish a record date for such consent or other action and, if the Securities Depository shall hold all of the Notes of the applicable Class of the Class A Notes, give the Securities Depository notice of such record date not less than fifteen (15) calendar days in advance of such record date to the extent possible. Such notice to the Securities Depository shall be given only when the Securities Depository is the sole Class A Noteholder of a Class of Class A Notes. If at any time the Securities Depository notifies the Owner Trustee and the Indenture Trustee that it is unwilling or unable to continue as Securities Depository with respect to any or all of the Class A Notes or if at any time of its designation and at all times while it serves as Clearing Agency hereunder, the Securities Depository shall no longer be a "clearing agency" registered or in good standing under the Securities Exchange Act and of 1934, as amended, or any other applicable statute or regulation. No Holder of any such Series of Notes issued in Book-Entry Form shall receive regulation and a Definitive Note representing such Holder's interest in any such Notes, except as provided in Section 2.13 successor Securities Depository is not appointed by the Owner Trustee within ninety (90) days after the Owner Trustee receives notice or in the applicable Trust Issuance Certificate or Series Supplement, if any, relating to such Notes. Unless (and until) certificated, fully registered Notes of any Series (the "Definitive Notes") have been issued to the Holders becomes aware of such Series pursuant to Section 2.13 or pursuant to any condition, as the case may be, then the two preceding paragraphs shall no longer be applicable Trust Issuance Certificate or Series Supplement, if any, relating thereto:
(a) and the provisions of this Section 2.11 Owner Trustee shall be in full force and effect;
(b) the Note Issuer, the Servicer, the Paying Agent, the Note Registrar execute and the Indenture Trustee may deal with shall authenticate and deliver notes representing each Class of the Clearing Agency for all purposes (including Class A Notes as provided otherwise in this Article II and the making of distributions on Indenture Trustee shall thereafter recognize the Notes of such Series) Class A Noteholders as the authorized representatives record Holders of the Holders of such Series;
(c) to Class A Notes under this Indenture. In addition, the extent Owner Trustee may determine at any time that the Class A Notes shall no longer be represented by global notes and that the provisions of this Section 2.11 conflict with any other provisions of this Indenture, the provisions two preceding paragraphs of this Section 2.11 shall control; and
(d) no longer apply to the rights of Holders of Class A Notes. In such Series event, the Owner Trustee shall be exercised only through the Clearing Agency execute and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Holders and the Clearing Agency and/or the Clearing Agency Participants. Unless and until Definitive Notes are issued pursuant to Section 2.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the Book-Entry Notes to such Clearing Agency Participants.Indenture Trustee shall
Appears in 1 contract
Book-Entry Notes. Unless (a) If provided in the applicable Trust Issuance Certificate or related Series Supplement, if anythe Notes of such Series, provides otherwiseupon original issuance, all shall be issued in the form of one or more Book-Entry Notes, to be delivered to the depository specified in such Series Supplement (the “Depository,”) which shall be the Clearing Agency or Foreign Clearing Agency, by or on behalf of such Series. The Notes of each Series issued as Book-Entry Notes shall, unless otherwise provided in the related Series Supplement, initially be registered on the Note Register in the name of the nominee of the Clearing Agency or Foreign Clearing Agency. Unless otherwise provided in a related Series Supplement, no Note Owner of Notes issued as Book-Entry Notes will receive a definitive note representing such Note Owner’s interest in the related Series of Notes, except as provided in Section 2.18.
(b) For each Series of Notes shall to be issued in Book-Entry Formregistered form, the Issuer shall duly execute, and the Note Issuer shall execute and the Indenture Trustee shall, in accordance with this Section and the Issuer Order with respect to such Series2.4 hereof, authenticate and deliver initially, unless otherwise provided in the applicable Series Supplement, one or more Global Notes, evidencing the Notes of such Series which (i) that shall be an aggregate original principal amount equal to registered on the aggregate original principal amount Note Register in the name of a Clearing Agency or Foreign Clearing Agency or such Notes to be issued pursuant to the applicable Issuer Order, (ii) shall be Clearing Agency’s or Foreign Clearing Agency’s nominee. Each Global Note registered in the name of the Clearing Agency therefor DTC or its nominee, which shall initially be Cede & Co., as nominee for The Depository Trust Company, the initial Clearing Agency, (iii) shall be delivered by the Indenture Trustee to such Clearing Agency's or such nominee's instructions, and (iv) shall bear a legend substantially to the following effect: "TRANSFERS UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THIS GLOBAL THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, TO CONN’S RECEIVABLES FUNDING 2019-B, LLC OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE SHALL BE LIMITED TO TRANSFERS ISSUED IS REGISTERED IN THE CLEARING AGENCY NAME OF CEDE & CO. (“CEDE”) OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE OR TO A SUCCESSOR THEREOF SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO TRANSFERS MADE IN ACCORDANCE WITH ANY PERSON IS WRONGFUL SINCE THE RESTRICTIONS SET FORTH IN THE INDENTURE." Each REGISTERED OWNER HEREOF, CEDE, HAS AN INTEREST HEREIN. So long as the Clearing Agency designated or Foreign Clearing Agency or its nominee is the registered owner or holder of a Global Note, the Clearing Agency or Foreign Clearing Agency or its nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by such Global Note for purposes of this Indenture and such Notes. Members of, or participants in, the Clearing Agency or Foreign Clearing Agency shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Clearing Agency or Foreign Clearing Agency, and the Clearing Agency or Foreign Clearing Agency may be treated by the Issuer, the Trustee, any Agent and any agent of such entities as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, any Agent and any agent of such entities from giving effect to any written certification, proxy or other authorization furnished by the Clearing Agency or Foreign Clearing Agency or impair, as between the Clearing Agency or Foreign Clearing Agency and its agent members, the operation of customary practices governing the exercise of the rights of a holder of any Note.
(c) Subject to Section 2.6(a)(ix), the provisions of the “Operating Procedures of the Euroclear System” and the “Terms and Conditions Governing Use of Euroclear” and such procedures governing the use of such Clearing Agencies as may be enacted from time to time shall be applicable to a Global Note insofar as interests in such Global Note are held by the agent members of Euroclear or Clearstream (which shall only occur in the case of a temporary Regulation S Global Note and a permanent Regulation S Global Note). Account holders or participants in Euroclear and Clearstream shall have no rights under this Indenture with respect to such Global Note and the registered holder may be treated by the Issuer, the Trustee, any Agent and any agent of the Issuer or the Trustee as the owner of such Global Note for all purposes whatsoever.
(d) Title to the Notes shall pass only by registration in the Note Register maintained by the Transfer Agent and Registrar pursuant to this Section 2.11 must, at the time of its designation and at all times while it serves as Clearing Agency hereunder, be a "clearing agency" registered under the Exchange Act and any other applicable statute 2.6.
(e) Any typewritten Note or regulation. No Holder of any such Series of Notes issued in representing Book-Entry Form Notes shall receive provide that they represent the aggregate or a Definitive specified amount of outstanding Notes from time to time endorsed thereon and may also provide that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of a typewritten Note or Notes representing Book-Entry Notes to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Note Owners represented thereby, shall be made in such Holder's interest manner and by such Person or Persons as shall be specified therein or in the Issuer Order to be delivered to the Trustee pursuant to Section 2.4(b). The Trustee shall deliver and redeliver any such Notes, except as provided typewritten Note or Notes representing Book-Entry Notes in Section 2.13 the manner and upon instructions given by the Person or Persons specified therein or in the applicable Trust Issuance Certificate Issuer Order. Any instructions by the Issuer with respect to endorsement or Series Supplement, if any, relating to such Notes. delivery or redelivery of a typewritten Note or Notes representing the Book-Entry Notes shall be in writing but need not comply with Section 13.3 hereof and need not be accompanied by an Opinion of Counsel.
(f) Unless (and until) certificateduntil definitive, fully registered Notes of any Series or any Class thereof (the "“Definitive Notes"”) have been issued to the Holders Note Owners with respect to any Series of such Series Notes initially issued as Book-Entry Notes pursuant to Section 2.13 2.18 or pursuant to any the applicable Trust Issuance Certificate or Series Supplement, if any, relating thereto:
(ai) the provisions of this Section 2.11 2.16 shall be in full force and effecteffect with respect to each such Series;
(bii) the Note Issuer, the Seller, the Depositor, the Servicer, the Paying Agent, the Note Transfer Agent and Registrar and the Indenture Trustee may deal with the Clearing Agency or Foreign Clearing Agency and the Clearing Agency Participants for all purposes of this Indenture (including the making of distributions payments on the Notes of each such SeriesSeries and the giving of instructions or directions hereunder) as the authorized representatives of the Holders of such SeriesNote Owners;
(ciii) to the extent that the provisions of this Section 2.11 2.16 conflict with any other provisions of this Indenture, the provisions of this Section 2.11 2.16 shall control; and;
(div) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of such Series of Notes evidencing a specified percentage of the outstanding principal amount of such Series of Notes, the Clearing Agency or Foreign Clearing Agency, as applicable, shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or their related Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in such Series of Notes and has delivered such instructions to the Trustee;
(v) the rights of Holders Note Owners of each such Series shall be exercised only through the Clearing Agency or Foreign Clearing Agency and the their related Clearing Agency Participants and shall be limited to those established by law Law and agreements between such Holders Note Owners and the related Clearing Agency or Foreign Clearing Agency and/or the Clearing Agency Participants. Unless Pursuant to the Depository Agreement applicable to a Series, unless and until Definitive Notes of such Series are issued pursuant to Section 2.132.18, the initial applicable Clearing Agency Agencies or Foreign Clearing Agencies will make book-entry transfers among the their related Clearing Agency Participants and receive and transmit distributions payments of principal and interest on the Book-Entry such Series of Notes to such Clearing Agency Participants; and
(vi) the Trustee shall make electronically available to Note Owners copies of any reports sent to Noteholders of the relevant Series generally pursuant to the Indenture, within a commercially reasonable time after receipt by the Trustee of the written request of such Note Owners, together with a certification that they are Note Owners.
Appears in 1 contract
Sources: Base Indenture (Conns Inc)
Book-Entry Notes. Unless (a) If provided in the applicable Trust Issuance Certificate or related Series Supplement, if anythe Notes of such Series, provides otherwiseupon original issuance, all shall be issued in the form of Book-Entry Notes, to be delivered to the depository specified in such Series Supplement (the "Depository,") which shall be the Clearing Agency or Foreign Clearing Agency, by or on behalf of such Series. The Notes of each Series issued as Book-Entry Notes shall, unless otherwise provided in the related Series Supplement, initially be registered on the Note Register in the name of the nominee of the Clearing Agency or Foreign Clearing Agency. Unless otherwise provided in a related Series Supplement, no Note Owner of Notes issued as Book-Entry Notes will receive a definitive note representing such Note Owner's interest in the related Series of Notes, except as provided in Section 2.18.
(b) For each Series of Notes shall to be issued in Book-Entry Formregistered form, the Issuer shall duly execute, and the Note Issuer shall execute and the Indenture Trustee shall, in accordance with this Section and the Issuer Order with respect to such Series2.4 hereof, authenticate and deliver initially, unless otherwise provided in the applicable Series Supplement, one or more Global Notes, evidencing the Notes of such Series which (i) that shall be an aggregate original principal amount equal to registered on the aggregate original principal amount Note Register in the name of a Clearing Agency or Foreign Clearing Agency or such Notes to be issued pursuant to the applicable Issuer Order, (ii) shall be Clearing Agency's or Foreign Clearing Agency's nominee. Each Global Note registered in the name of the Clearing Agency therefor DTC or its nominee, which shall initially be Cede & Co., as nominee for The Depository Trust Company, the initial Clearing Agency, (iii) shall be delivered by the Indenture Trustee to such Clearing Agency's or such nominee's instructions, and (iv) shall bear a legend substantially to the following effect: "TRANSFERS UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THIS GLOBAL THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO CONN FUNDING II, L.P. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE SHALL BE LIMITED TO TRANSFERS ISSUED IS REGISTERED IN THE CLEARING AGENCY NAME OF CEDE & CO. ("CEDE") OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE OR TO A SUCCESSOR THEREOF SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO TRANSFERS MADE IN ACCORDANCE WITH ANY PERSON IS WRONGFUL SINCE THE RESTRICTIONS SET FORTH IN THE INDENTURE." Each REGISTERED OWNER HEREOF, CEDE, HAS AN INTEREST HEREIN. So long as the Clearing Agency designated or Foreign Clearing Agency or its nominee is the registered owner or holder of a Global Note, the Clearing Agency or Foreign Clearing Agency or its nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by such Global Note for purposes of this Indenture and such Notes. Members of, or participants in, the Clearing Agency or Foreign Clearing Agency shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Clearing Agency or Foreign Clearing Agency, and the Clearing Agency or Foreign Clearing Agency may be treated by the Issuer, the Trustee, any Agent and any agent of such entities as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, any Agent and any agent of such entities from giving effect to any written certification, proxy or other authorization furnished by the Clearing Agency or Foreign Clearing Agency or impair, as between the Clearing Agency or Foreign Clearing Agency and its agent members, the operation of customary practices governing the exercise of the rights of a holder of any Note.
(c) Subject to paragraph 2.6(a)(xi), the provisions of the "Operating Procedures of the Euroclear System" and the "Terms and Conditions Governing Use of Euroclear" and such procedures governing the use of such Clearing Agencies as may be enacted from time to time shall be applicable to a Global Note insofar as interests in such Global Note are held by the agent members of Euroclear or Clearstream (which shall only occur in the case of a temporary Regulation S Global Note and a permanent Regulation S Global Note). Account holders or participants in Euroclear and Clearstream shall have no rights under this Indenture with respect to such Global Note and the registered holder may be treated by the Issuer, the Trustee, any Agent and any agent of the Issuer or the Trustee as the owner of such Global Note for all purposes whatsoever.
(d) Title to the Notes shall pass only by registration in the Note Register maintained by the Transfer Agent and Registrar pursuant to this Section 2.11 must, at the time of its designation and at all times while it serves as Clearing Agency hereunder, be a "clearing agency" registered under the Exchange Act and any other applicable statute 2.6.
(e) Any typewritten Note or regulation. No Holder of any such Series of Notes issued in representing Book-Entry Form Notes shall receive provide that they represent the aggregate or a Definitive specified amount of outstanding Notes from time to time endorsed thereon and may also provide that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of a typewritten Note or Notes representing Book-Entry Notes to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Note Owners represented thereby, shall be made in such Holder's interest manner and by such Person or Persons as shall be specified therein or in the Issuer Order to be delivered to the Trustee pursuant to subsection 2.4(b). The Trustee shall deliver and redeliver any such Notes, except as provided typewritten Note or Notes representing Book-Entry Notes in Section 2.13 the manner and upon instructions given by the Person or Persons specified therein or in the applicable Trust Issuance Certificate Issuer Order. Any instructions by the Issuer with respect to endorsement or Series Supplement, if any, relating to such Notes. delivery or redelivery of a typewritten Note or Notes representing the Book-Entry Notes shall be in writing but need not comply with Section 13.3 hereof and need not be accompanied by an Opinion of Counsel.
(f) Unless (and until) certificateduntil definitive, fully registered Notes of any Series or any Class thereof (the "Definitive Notes") have been issued to the Holders Note Owners with respect to any Series of such Series Notes initially issued as Book-Entry Notes pursuant to Section 2.13 2.18 or pursuant to any the applicable Trust Issuance Certificate or Series Supplement, if any, relating thereto:
(ai) the provisions of this Section 2.11 2.16 shall be in full force and effecteffect with respect to each such Series;
(bii) the Note Issuer, the Sellers, the Servicer, the Paying Agent, the Note Transfer Agent and Registrar and the Indenture Trustee may deal with the Clearing Agency or Foreign Clearing Agency and the Clearing Agency Participants for all purposes of this Indenture (including the making of distributions payments on the Notes of each such SeriesSeries and the giving of instructions or directions hereunder) as the authorized representatives of the Holders of such SeriesNote Owners;
(ciii) to the extent that the provisions of this Section 2.11 2.16 conflict with any other provisions of this Indenture, the provisions of this Section 2.11 2.16 shall control; and;
(div) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of such Series of Notes evidencing a specified percentage of the outstanding principal amount of such Series of Notes, the Clearing Agency or Foreign Clearing Agency, as applicable, shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or their related Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in such Series of Notes and has delivered such instructions to the Trustee;
(v) the rights of Holders Note Owners of each such Series shall be exercised only through the Clearing Agency or Foreign Clearing Agency and the their related Clearing Agency Participants and shall be limited to those established by law and agreements between such Holders Note Owners and the related Clearing Agency or Foreign Clearing Agency and/or the Clearing Agency Participants. Unless Pursuant to the Depository Agreement applicable to a Series, unless and until Definitive Notes of such Series are issued pursuant to Section 2.132.18, the initial applicable Clearing Agency Agencies or Foreign Clearing Agencies will make book-entry transfers among the their related Clearing Agency Participants and receive and transmit distributions payments of principal and interest on the Book-Entry such Series of Notes to such Clearing Agency Participants; and
(vi) Note Owners may receive copies of any reports sent to Noteholders of the relevant Series generally pursuant to the Indenture, upon written request, together with a certification that they are Note Owners and payments of reproduction and postage expenses associated with the distribution of such reports, from the Trustee at the Corporate Trust Office.
Appears in 1 contract
Sources: Base Indenture (Conns Inc)
Book-Entry Notes. (a) Unless the applicable Trust Issuance Certificate or otherwise provided in any related Series Supplement, if anythe Notes, provides otherwiseupon original issuance, all shall be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to the depository specified in such Series Supplement which shall be the Clearing Agency, by or on behalf of the Issuer. The Notes of each Series shall, unless otherwise provided in the related Series Supplement, initially be registered on the Note Register in the name of the nominee of the Clearing Agency. Unless otherwise provided in a related Series Supplement, no Note Owner will receive a definitive note representing such Note Owner's interest in the related Series of Notes, except as provided in Section 2.18.
(b) For each Series of Notes shall to be issued in Book-Entry Formregistered form, and the Note Issuer shall execute duly execute, and the Indenture Trustee shall, in accordance with this Section and the Issuer Order with respect to such Series2.4 hereof, authenticate and deliver initially, unless otherwise provided in the applicable Series Supplement, one or more Global Notes, evidencing Notes as further specified in the Notes of such applicable Series which (i) Supplement that shall be an aggregate original principal amount equal to registered on the aggregate original principal amount Note Register in the name of a Clearing Agency or such Notes to be issued pursuant to the applicable Issuer Order, (ii) shall be Clearing Agency's nominee. Each Note registered in the name of the Clearing Agency therefor DTC or its nominee, which shall initially be Cede & Co., as nominee for The Depository Trust Company, the initial Clearing Agency, (iii) shall be delivered by the Indenture Trustee to such Clearing Agency's or such nominee's instructions, and (iv) shall bear a legend substantially to the following effect: UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("TRANSFERS DTC"), TO BANK ONE, NATIONAL ASSOCIATION AS INDENTURE TRUSTEE OR ITS AGENT FOR REGISTRATION OF THIS GLOBAL TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE SHALL BE LIMITED TO TRANSFERS ISSUED IS REGISTERED IN THE CLEARING AGENCY NAME OF CEDE & CO. ("CEDE") OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE OR TO A SUCCESSOR THEREOF SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO TRANSFERS MADE IN ACCORDANCE WITH ANY PERSON IS WRONGFUL SINCE THE RESTRICTIONS SET FORTH IN THE INDENTUREREGISTERED OWNER HEREOF, CEDE, HAS AN INTEREST HEREIN." Each Clearing Agency designated
(c) [Reserved].
(d) Title to the Notes shall pass only by registration in the Note Register maintained by the Registrar pursuant to this Section 2.11 must, at the time of its designation and at all times while it serves as Clearing Agency hereunder, be a "clearing agency" registered under the Exchange Act and any other applicable statute 2.6.
(e) Any typewritten Note or regulation. No Holder of any such Series of Notes issued in representing Book-Entry Form Notes shall receive provide that they represent the aggregate or a Definitive specified amount of outstanding Notes from time to time endorsed thereon and may also provide that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a typewritten Note or Notes representing Book-Entry Notes to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Note Owners represented thereby, shall be made in such Holder's interest manner and by such Person or Persons as shall be specified therein or in the Issuer Order to be delivered to the Indenture Trustee pursuant to Section 2.4(b). Subject to the provisions of Section 2.5, the Indenture Trustee shall deliver and redeliver any such Notes, except as provided typewritten Note or Notes representing Book-Entry Notes in Section 2.13 the manner and upon instructions given by the Person or Persons specified therein or in the applicable Trust Issuance Certificate Issuer Order. Any instructions by the Issuer with respect to endorsement or Series Supplement, if any, relating to such Notes. delivery or redelivery of a typewritten Note or Notes representing the Book-Entry Notes shall be in writing but need not comply with Section 13.3 hereof and need not be accompanied by an Opinion of Counsel.
(f) Unless (and until) certificateduntil definitive, fully registered Notes of any Series (the "Definitive Notes") have been issued to the Holders Note Owners with respect to any Series of such Series Notes pursuant to Section 2.13 2.18 or pursuant to any the applicable Trust Issuance Certificate or Series Supplement, if any, relating thereto:: 15
(ai) the provisions of this Section 2.11 Indenture shall be in full force and effect;
(bii) the Note Issuer, the Servicer, the Paying Agent, the Note Registrar and the Indenture Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Indenture (including the making of distributions payments on the Notes and the giving of such Seriesinstructions or directions hereunder) as the authorized representatives sole holder of the Holders Notes, and shall have no obligation to the Note Owners of such Seriesany Class of Notes;
(ciii) to the extent that the provisions of this Section 2.11 2.16 conflict with any other provisions of this Indenture, the provisions of this Section 2.11 2.16 shall control; and;
(div) the rights whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of such Series of Notes evidencing a specified percentage of the outstanding principal amount of such Series of Notes, the applicable Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or their related Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in such Series of Notes and has delivered such instructions to the Indenture Trustee; and
(v) the rights of such Note Owners shall be exercised only through the applicable Clearing Agency and the their related Clearing Agency Participants and shall be limited to those established by law and agreements between such Holders Note Owners and the their related Clearing Agency and/or the Clearing Agency Participants. Unless and until Definitive Notes are issued pursuant to Section 2.132.18, the initial applicable Clearing Agency Agencies will make book-entry transfers among the their related Clearing Agency Participants and receive and transmit distributions payments of principal and interest on the Book-Entry such Series of Notes to such Clearing Agency Participants.
Appears in 1 contract
Sources: Base Indenture (Uici)
Book-Entry Notes. Unless (a) If provided in the applicable Trust Issuance Certificate or related Series Supplement, if anythe Notes of such Series, provides otherwiseupon original issuance, all shall be issued in the form of Book-Entry Notes, to be delivered to the depository specified in such Series Supplement (the “Depository,”) which shall be the Clearing Agency or Foreign Clearing Agency. The Notes of each Series issued as Book-Entry Notes shall, unless otherwise provided in the related Series Supplement, initially be registered on the Note Register in the name of the nominee of the Clearing Agency or Foreign Clearing Agency. Unless otherwise provided in a related Series Supplement, no Note Owner of Notes issued as Book-Entry Notes will receive a definitive note representing such Note Owner’s interest in the related Series of Notes, except as provided in Section 2.18.
(b) For each Series of Notes shall to be issued in Book-Entry Formregistered form, the Issuer shall duly execute, and the Note Issuer shall execute and the Indenture Trustee shall, in accordance with this Section and the Issuer Order with respect to such Series2.4 hereof, authenticate and deliver initially, unless otherwise provided in the applicable Series Supplement, one or more Global Notes, evidencing the Notes of such Series which (i) that shall be an aggregate original principal amount equal to registered on the aggregate original principal amount Note Register in the name of a Clearing Agency or Foreign Clearing Agency or such Notes to be issued pursuant to the applicable Issuer Order, (ii) shall be Clearing Agency’s or Foreign Clearing Agency’s nominee. Each Global Note registered in the name of the Clearing Agency therefor DTC or its nominee, which shall initially be Cede & Co., as nominee for The Depository Trust Company, the initial Clearing Agency, (iii) shall be delivered by the Indenture Trustee to such Clearing Agency's or such nominee's instructions, and (iv) shall bear a legend substantially to the following effect: "TRANSFERS UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THIS GLOBAL THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, TO OPORTUN FUNDING IX, LLC OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE SHALL BE LIMITED TO TRANSFERS ISSUED IS REGISTERED IN THE CLEARING AGENCY NAME OF CEDE & CO. (“CEDE”) OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE OR TO A SUCCESSOR THEREOF SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO TRANSFERS MADE IN ACCORDANCE WITH ANY PERSON IS WRONGFUL SINCE THE RESTRICTIONS SET FORTH IN THE INDENTURE." Each REGISTERED OWNER HEREOF, CEDE, HAS AN INTEREST HEREIN. So long as the Clearing Agency designated or Foreign Clearing Agency or its nominee is the registered owner or holder of a Global Note, the Clearing Agency or Foreign Clearing Agency or its nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by such Global Note for purposes of this Indenture and such Notes. Members of, or participants in, the Clearing Agency or Foreign Clearing Agency shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Clearing Agency or Foreign Clearing Agency, and the Clearing Agency or Foreign Clearing Agency may be treated by the Issuer, the Servicer, the Trustee, any Agent and any agent of such entities as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Servicer, the Trustee, any Agent and any agent of such entities from giving effect to any written certification, proxy or other authorization furnished by the Clearing Agency or Foreign Clearing Agency or impair, as between the Clearing Agency or Foreign Clearing Agency and its agent members, the operation of customary practices governing the exercise of the rights of a holder of any Note.
(c) Subject to Section 2.6(a)(xi), the provisions of the “Operating Procedures of the Euroclear System” and the “Terms and Conditions Governing Use of Euroclear” and such procedures governing the use of such Clearing Agencies as may be enacted from time to time shall be applicable to a Global Note insofar as interests in such Global Note are held by the agent members of Euroclear or Clearstream. Account holders or participants in Euroclear and Clearstream shall have no rights under this Indenture with respect to such Global Note and the registered holder may be treated by the Issuer, the Servicer, the Trustee, any Agent and any agent of the Issuer or the Trustee as the owner of such Global Note for all purposes whatsoever.
(d) Title to the Notes shall pass only by registration in the Note Register maintained by the Transfer Agent and Registrar pursuant to this Section 2.11 must, at the time of its designation and at all times while it serves as Clearing Agency hereunder, be a "clearing agency" registered under the Exchange Act and any other applicable statute 2.6.
(e) Any typewritten Note or regulation. No Holder of any such Series of Notes issued in representing Book-Entry Form Notes shall receive provide that they represent the aggregate or a Definitive specified amount of outstanding Notes from time to time endorsed thereon and may also provide that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of a typewritten Note or Notes representing Book-Entry Notes to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Note Owners represented thereby, shall be made in such Holder's interest manner and by such Person or Persons as shall be specified therein or in the Issuer Order to be delivered to the Trustee pursuant to Section 2.4(b). The Trustee shall deliver and redeliver any such Notes, except as provided typewritten Note or Notes representing Book-Entry Notes in Section 2.13 the manner and upon instructions given by the Person or Persons specified therein or in the applicable Trust Issuance Certificate Issuer Order. Any instructions by the Issuer with respect to endorsement or Series Supplement, if any, relating to such Notes. delivery or redelivery of a typewritten Note or Notes representing the Book-Entry Notes shall be in writing but need not comply with Section 13.3 hereof and need not be accompanied by an Opinion of Counsel.
(f) Unless (and until) certificateduntil definitive, fully registered Notes of any Series or any Class thereof (the "“Definitive Notes"”) have been issued to the Holders Note Owners with respect to any Series of such Series Notes initially issued as Book-Entry Notes pursuant to Section 2.13 2.18 or pursuant to any the applicable Trust Issuance Certificate or Series Supplement, if any, relating thereto:
(ai) the provisions of this Section 2.11 2.16 shall be in full force and effecteffect with respect to each such Series;
(bii) the Note Issuer, the Seller, the Servicer, the Paying Agent, the Note Transfer Agent and Registrar and the Indenture Trustee may deal with the Clearing Agency or Foreign Clearing Agency and the Clearing Agency Participants for all purposes of this Indenture (including the making of distributions payments on the Notes of each such SeriesSeries and the giving of instructions or directions hereunder) as the authorized representatives of the Holders of such SeriesNote Owners;
(ciii) to the extent that the provisions of this Section 2.11 2.16 conflict with any other provisions of this Indenture, the provisions of this Section 2.11 2.16 shall control; and;
(div) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of such Series of Notes evidencing a specified percentage of the outstanding principal amount of such Series of Notes, the Clearing Agency or Foreign Clearing Agency, as applicable, shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or their related Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in such Series of Notes and has delivered such instructions to the Trustee;
(v) the rights of Holders Note Owners of each such Series shall be exercised only through the Clearing Agency or Foreign Clearing Agency and the their related Clearing Agency Participants and shall be limited to those established by law Law and agreements between such Holders Note Owners and the related Clearing Agency or Foreign Clearing Agency and/or the Clearing Agency Participants. Unless Pursuant to the Depository Agreement applicable to a Series, unless and until Definitive Notes of such Series are issued pursuant to Section 2.132.18, the initial applicable Clearing Agency Agencies or Foreign Clearing Agencies will make book-entry transfers among the their related Clearing Agency Participants and receive and transmit distributions payments of principal and interest on the Book-Entry such Series of Notes to such Clearing Agency Participants; and
(vi) Note Owners may receive copies of any reports sent to Noteholders of the relevant Series generally pursuant to the Indenture, upon written request, together with a certification that they are Note Owners and payments of reproduction and postage expenses associated with the distribution of such reports, from the Trustee at the Corporate Trust Office.
Appears in 1 contract
Book-Entry Notes. Unless (a) If provided in the applicable Trust Issuance Certificate or related Series Supplement, if anythe Notes of such Series, provides otherwiseupon original issuance, all shall be issued in the form of Book-Entry Notes, to be delivered to the depository specified in such Series Supplement (the “Depository,”) which shall be the Clearing Agency or Foreign Clearing Agency. The Notes of each Series issued as Book-Entry Notes shall, unless otherwise provided in the related Series Supplement, initially be registered on the Note Register in the name of the nominee of the Clearing Agency or Foreign Clearing Agency. Unless otherwise provided in a related Series Supplement, no Note Owner of Notes issued as Book-Entry Notes will receive a definitive note representing such Note Owner’s interest in the related Series of Notes, except as provided in Section 2.18.
(b) For each Series of Notes shall to be issued in Book-Entry Formregistered form, the Issuer shall duly execute, and the Note Issuer shall execute and the Indenture Trustee shall, in accordance with this Section and the Issuer Order with respect to such Series2.4 hereof, authenticate and deliver initially, unless otherwise provided in the applicable Series Supplement, one or more Global Notes, evidencing the Notes of such Series which (i) that shall be an aggregate original principal amount equal to registered on the aggregate original principal amount Note Register in the name of a Clearing Agency or Foreign Clearing Agency or such Notes to be issued pursuant to the applicable Issuer Order, (ii) shall be Clearing Agency’s or Foreign Clearing Agency’s nominee. Each Global Note registered in the name of the Clearing Agency therefor DTC or its nominee, which shall initially be Cede & Co., as nominee for The Depository Trust Company, the initial Clearing Agency, (iii) shall be delivered by the Indenture Trustee to such Clearing Agency's or such nominee's instructions, and (iv) shall bear a legend substantially to the following effect: "TRANSFERS UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THIS GLOBAL THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, TO OPORTUN FUNDING X, LLC OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE SHALL BE LIMITED TO TRANSFERS ISSUED IS REGISTERED IN THE CLEARING AGENCY NAME OF CEDE & CO. (“CEDE”) OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE OR TO A SUCCESSOR THEREOF SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO TRANSFERS MADE IN ACCORDANCE WITH ANY PERSON IS WRONGFUL SINCE THE RESTRICTIONS SET FORTH IN THE INDENTURE." Each REGISTERED OWNER HEREOF, CEDE, HAS AN INTEREST HEREIN. So long as the Clearing Agency designated or Foreign Clearing Agency or its nominee is the registered owner or holder of a Global Note, the Clearing Agency or Foreign Clearing Agency or its nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by such Global Note for purposes of this Indenture and such Notes. Members of, or participants in, the Clearing Agency or Foreign Clearing Agency shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Clearing Agency or Foreign Clearing Agency, and the Clearing Agency or Foreign Clearing Agency may be treated by the Issuer, the Servicer, the Trustee, any Agent and any agent of such entities as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Servicer, the Trustee, any Agent and any agent of such entities from giving effect to any written certification, proxy or other authorization furnished by the Clearing Agency or Foreign Clearing Agency or impair, as between the Clearing Agency or Foreign Clearing Agency and its agent members, the operation of customary practices governing the exercise of the rights of a holder of any Note.
(c) Subject to Section 2.6(a)(xi), the provisions of the “Operating Procedures of the Euroclear System” and the “Terms and Conditions Governing Use of Euroclear” and such procedures governing the use of such Clearing Agencies as may be enacted from time to time shall be applicable to a Global Note insofar as interests in such Global Note are held by the agent members of Euroclear or Clearstream. Account holders or participants in Euroclear and Clearstream shall have no rights under this Indenture with respect to such Global Note and the registered holder may be treated by the Issuer, the Servicer, the Trustee, any Agent and any agent of the Issuer or the Trustee as the owner of such Global Note for all purposes whatsoever.
(d) Title to the Notes shall pass only by registration in the Note Register maintained by the Transfer Agent and Registrar pursuant to this Section 2.11 must, at the time of its designation and at all times while it serves as Clearing Agency hereunder, be a "clearing agency" registered under the Exchange Act and any other applicable statute 2.6.
(e) Any typewritten Note or regulation. No Holder of any such Series of Notes issued in representing Book-Entry Form Notes shall receive provide that they represent the aggregate or a Definitive specified amount of outstanding Notes from time to time endorsed thereon and may also provide that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of a typewritten Note or Notes representing Book-Entry Notes to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Note Owners represented thereby, shall be made in such Holder's interest manner and by such Person or Persons as shall be specified therein or in the Issuer Order to be delivered to the Trustee pursuant to Section 2.4(b). The Trustee shall deliver and redeliver any such Notes, except as provided typewritten Note or Notes representing Book-Entry Notes in Section 2.13 the manner and upon instructions given by the Person or Persons specified therein or in the applicable Trust Issuance Certificate Issuer Order. Any instructions by the Issuer with respect to endorsement or Series Supplement, if any, relating to such Notes. delivery or redelivery of a typewritten Note or Notes representing the Book-Entry Notes shall be in writing but need not comply with Section 13.3 hereof and need not be accompanied by an Opinion of Counsel.
(f) Unless (and until) certificateduntil definitive, fully registered Notes of any Series or any Class thereof (the "“Definitive Notes"”) have been issued to the Holders Note Owners with respect to any Series of such Series Notes initially issued as Book-Entry Notes pursuant to Section 2.13 2.18 or pursuant to any the applicable Trust Issuance Certificate or Series Supplement, if any, relating thereto:
(ai) the provisions of this Section 2.11 2.16 shall be in full force and effecteffect with respect to each such Series;
(bii) the Note Issuer, the Seller, the Servicer, the Paying Agent, the Note Transfer Agent and Registrar and the Indenture Trustee may deal with the Clearing Agency or Foreign Clearing Agency and the Clearing Agency Participants for all purposes of this Indenture (including the making of distributions payments on the Notes of each such SeriesSeries and the giving of instructions or directions hereunder) as the authorized representatives of the Holders of such SeriesNote Owners;
(ciii) to the extent that the provisions of this Section 2.11 2.16 conflict with any other provisions of this Indenture, the provisions of this Section 2.11 2.16 shall control; and;
(div) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of such Series of Notes evidencing a specified percentage of the outstanding principal amount of such Series of Notes, the Clearing Agency or Foreign Clearing Agency, as applicable, shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or their related Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in such Series of Notes and has delivered such instructions to the Trustee;
(v) the rights of Holders Note Owners of each such Series shall be exercised only through the Clearing Agency or Foreign Clearing Agency and the their related Clearing Agency Participants and shall be limited to those established by law Law and agreements between such Holders Note Owners and the related Clearing Agency or Foreign Clearing Agency and/or the Clearing Agency Participants. Unless Pursuant to the Depository Agreement applicable to a Series, unless and until Definitive Notes of such Series are issued pursuant to Section 2.132.18, the initial applicable Clearing Agency Agencies or Foreign Clearing Agencies will make book-entry transfers among the their related Clearing Agency Participants and receive and transmit distributions payments of principal and interest on the Book-Entry such Series of Notes to such Clearing Agency Participants; and
(vi) Note Owners may receive copies of any reports sent to Noteholders of the relevant Series generally pursuant to the Indenture, upon written request, together with a certification that they are Note Owners and payments of reproduction and postage expenses associated with the distribution of such reports, from the Trustee at the Corporate Trust Office.
Appears in 1 contract
Book-Entry Notes. Unless the applicable Trust Issuance Certificate or Series Supplement, if any, provides otherwise, all of the related (a) For each Series of Term Notes shall or Subordinated Notes to be issued in Book-Entry Formregistered form, and the Note Issuer shall duly execute the Term Notes or Subordinated Notes, and the Indenture Trustee shall, in accordance with this Section and the Issuer Order with respect to such Series2.7 hereof, authenticate and deliver initially 25 Base Indenture one or more Restricted Global Notes, evidencing the Notes of such Series which that (i) shall be an aggregate original principal amount equal to the aggregate original principal amount of such Notes to be issued pursuant to the applicable Issuer Order, (iia) shall be registered on the Note Register in the name of the Clearing Agency therefor DTC or its DTC’s nominee, which shall initially be Cede & Co., as nominee for The Depository Trust Company, the initial Clearing Agency, (iii) shall be delivered by the Indenture Trustee to such Clearing Agency's or such nominee's instructions, and (ivb) shall bear a legend legends substantially to the following effect: "TRANSFERS UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THIS GLOBAL THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE SHALL BE LIMITED TO TRANSFERS ISSUED IS REGISTERED IN THE CLEARING AGENCY NAME OF CEDE & CO. (“CEDE”) OR TO A SUCCESSOR THEREOF SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO TRANSFERS MADE IN ACCORDANCE WITH ANY PERSON IS WRONGFUL SINCE THE RESTRICTIONS SET FORTH IN THE INDENTURE." Each Clearing Agency designated pursuant REGISTERED OWNER HEREOF, CEDE, HAS AN INTEREST HEREIN. So long as DTC or its nominee is the registered owner or Holder of a Restricted Global Note, DTC or its nominee, as the case may be, will be considered the sole owner or Holder of the Term Notes or Subordinated Notes represented by such Restricted Global Note for purposes of this Base Indenture and such Term Notes or Subordinated Notes. Members of, or participants in, DTC shall have no rights under this Indenture with respect to this Section 2.11 mustany Restricted Global Note held on their behalf by DTC, at and DTC may be treated by the time of its designation and at all times while it serves as Clearing Agency hereunderIssuer, be a "clearing agency" registered under the Exchange Act Indenture Trustee, any agent and any agent of such entities as the absolute owner of such Restricted Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Indenture Trustee, any agent and any agent of such entities from giving effect to any written certification, proxy or other applicable statute authorization furnished by DTC or regulation. No impair, as between DTC and its agent members, the operation of customary practices governing the exercise of the rights of a Holder of any such Series Term Note or a Holder of any Subordinated Note.
(b) [Reserved].
(c) Title to the Term Notes issued and Subordinated Notes shall pass only by registration in the Note Register maintained by the Registrar pursuant to Section 2.9.
(d) Any typewritten Term Note or Term Notes and Subordinated Note or Subordinated Notes representing Book-Entry Form Notes shall receive provide that they represent the aggregate or a Definitive specified amount of outstanding Term Notes or Subordinated Notes from time to time endorsed thereon and may also provide that the aggregate amount of outstanding Term Notes or Subordinated Notes represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a typewritten Term Note or Term Notes and Subordinated Note or Subordinated Notes representing Book-Entry Notes to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Term Note Owners or Subordinated Note Owners represented thereby, shall be made in such Holder's interest manner and by such Person or Persons as shall be specified therein or in the Issuer Order to be delivered to the Indenture Trustee pursuant to Section 2.7. Subject to the provisions of Section 2.8, the Indenture Trustee shall deliver and redeliver any such Notes, except as provided typewritten Term Note or Term Notes and Subordinated Note or Subordinated Notes representing Book-Entry Notes in Section 2.13 the manner and upon instructions given by the Person or Persons specified therein or in the applicable Trust Issuance Certificate Issuer Order. Any instructions by the Issuer with respect to endorsement or Series Supplement, if any, relating to such Notes. delivery or redelivery of a typewritten Term Note or Term Notes and Subordinated Note or Subordinated Notes representing the Book-Entry Notes shall be in writing but need not comply with Section 13.3 hereof and need not be accompanied by an Opinion of Counsel.
(e) Unless (and until) certificateduntil definitive, fully registered Term Notes of any Series or Subordinated Notes (the "each, “Definitive Notes"”) have been issued to the Holders of such Series Term Note Owners or Subordinated Note Owners pursuant to Section 2.13 or pursuant to any applicable Trust Issuance Certificate or Series Supplement, if any, relating thereto2.21:
(ai) the provisions of this Section 2.11 2.19 shall be in full force and effect;
(bii) the Note Issuer, the Servicer, the Paying Agent, the Note Registrar and the Indenture Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Base Indenture (including the making of distributions payments on the Term Notes and the Subordinated Notes and the giving of such Seriesinstructions or directions hereunder) as the authorized representatives of the Holders of such SeriesTerm Note Owners and the Subordinated Note Owners;
(ciii) to the extent that the provisions of this Section 2.11 2.19 conflict with any other provisions of this Base Indenture, the provisions of this Section 2.11 2.19 shall control;
(iv) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Term Notes or Holders of Subordinated Notes evidencing a specified percentage of the outstanding principal amount of the Term Notes or Subordinated Notes, as applicable, the applicable Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from the Term Note Owners or Subordinated Note Owners and/or their related Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Term Notes or Subordinated Notes and has delivered such instructions to the Indenture Trustee; and
(df) the rights of Holders of such Series Term Note Owners and Subordinated Note Owners shall be exercised only through the applicable Clearing Agency and the their related Clearing Agency Participants and shall be limited to those established by law and agreements between such Holders Term Note Owners or Subordinated Note Owners and the their related Clearing Agency and/or the Clearing Agency Participants. Unless and until Definitive Notes are issued pursuant to Section 2.132.21, the initial applicable Clearing Agency Agencies will make book-entry transfers among the their related Clearing Agency Participants and receive and transmit distributions payments of principal and interest on the Book-Entry Term Notes and Subordinated Notes to such Clearing Agency Participants.
Appears in 1 contract
Sources: Base Indenture (Accredited Home Lenders Holding Co)
Book-Entry Notes. Unless (a) If provided in the applicable Trust Issuance Certificate or related Series Supplement, if anythe Notes of such Series, provides otherwiseupon original issuance, all shall be issued in the form of one or more Book-Entry Notes, to be delivered to the depository specified in such Series Supplement (the “Depository,”) which shall be the Clearing Agency or Foreign Clearing Agency, by or on behalf of such Series. The Notes of each Series issued as Book-Entry Notes shall, unless otherwise provided in the related Series Supplement, initially be registered on the Note Register in the name of the nominee of the Clearing Agency or Foreign Clearing Agency. Unless otherwise provided in a related Series Supplement, no Note Owner of Notes issued as Book-Entry Notes will receive a definitive note representing such Note Owner’s interest in the related Series of Notes, except as provided in Section 2.18.
(b) For each Series of Notes shall to be issued in Book-Entry Formregistered form, the Issuer shall duly execute, and the Note Issuer shall execute and the Indenture Trustee shall, in accordance with this Section and the Issuer Order with respect to such Series2.4 hereof, authenticate and deliver initially, unless otherwise provided in the applicable Series Supplement, one or more Global Notes, evidencing the Notes of such Series which (i) that shall be an aggregate original principal amount equal to registered on the aggregate original principal amount Note Register in the name of a Clearing Agency or Foreign Clearing Agency or such Notes to be issued pursuant to the applicable Issuer Order, (ii) shall be Clearing Agency’s or Foreign Clearing Agency’s nominee. Each Global Note registered in the name of the Clearing Agency therefor DTC or its nominee, which shall initially be Cede & Co., as nominee for The Depository Trust Company, the initial Clearing Agency, (iii) shall be delivered by the Indenture Trustee to such Clearing Agency's or such nominee's instructions, and (iv) shall bear a legend substantially to the following effect: "TRANSFERS UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THIS GLOBAL THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, TO CONN’S RECEIVABLES FUNDING 2020-A, LLC OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE SHALL BE LIMITED TO TRANSFERS ISSUED IS REGISTERED IN THE CLEARING AGENCY NAME OF CEDE & CO. (“CEDE”) OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE OR TO A SUCCESSOR THEREOF SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO TRANSFERS MADE IN ACCORDANCE WITH ANY PERSON IS WRONGFUL SINCE THE RESTRICTIONS SET FORTH IN THE INDENTURE." Each REGISTERED OWNER HEREOF, CEDE, HAS AN INTEREST HEREIN. So long as the Clearing Agency designated or Foreign Clearing Agency or its nominee is the registered owner or holder of a Global Note, the Clearing Agency or Foreign Clearing Agency or its nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by such Global Note for purposes of this Indenture and such Notes. Members of, or participants in, the Clearing Agency or Foreign Clearing Agency shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Clearing Agency or Foreign Clearing Agency, and the Clearing Agency or Foreign Clearing Agency may be treated by the Issuer, the Trustee, any Agent and any agent of such entities as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, any Agent and any agent of such entities from giving effect to any written certification, proxy or other authorization furnished by the Clearing Agency or Foreign Clearing Agency or impair, as between the Clearing Agency or Foreign Clearing Agency and its agent members, the operation of customary practices governing the exercise of the rights of a holder of any Note.
(c) Subject to Section 2.6(a)(ix), the provisions of the “Operating Procedures of the Euroclear System” and the “Terms and Conditions Governing Use of Euroclear” and such procedures governing the use of such Clearing Agencies as may be enacted from time to time shall be applicable to a Global Note insofar as interests in such Global Note are held by the agent members of Euroclear or Clearstream (which shall only occur in the case of a temporary Regulation S Global Note and a permanent Regulation S Global Note). Account holders or participants in Euroclear and Clearstream shall have no rights under this Indenture with respect to such Global Note and the registered holder may be treated by the Issuer, the Trustee, any Agent and any agent of the Issuer or the Trustee as the owner of such Global Note for all purposes whatsoever.
(d) Title to the Notes shall pass only by registration in the Note Register maintained by the Transfer Agent and Registrar pursuant to this Section 2.11 must, at the time of its designation and at all times while it serves as Clearing Agency hereunder, be a "clearing agency" registered under the Exchange Act and any other applicable statute 2.6.
(e) Any typewritten Note or regulation. No Holder of any such Series of Notes issued in representing Book-Entry Form Notes shall receive provide that they represent the aggregate or a Definitive specified amount of outstanding Notes from time to time endorsed thereon and may also provide that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of a typewritten Note or Notes representing Book-Entry Notes to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Note Owners represented thereby, shall be made in such Holder's interest manner and by such Person or Persons as shall be specified therein or in the Issuer Order to be delivered to the Trustee pursuant to Section 2.4(b). The Trustee shall deliver and redeliver any such Notes, except as provided typewritten Note or Notes representing Book-Entry Notes in Section 2.13 the manner and upon instructions given by the Person or Persons specified therein or in the applicable Trust Issuance Certificate Issuer Order. Any instructions by the Issuer with respect to endorsement or Series Supplement, if any, relating to such Notes. delivery or redelivery of a typewritten Note or Notes representing the Book-Entry Notes shall be in writing but need not comply with Section 13.3 hereof and need not be accompanied by an Opinion of Counsel.
(f) Unless (and until) certificateduntil definitive, fully registered Notes of any Series or any Class thereof (the "“Definitive Notes"”) have been issued to the Holders Note Owners with respect to any Series of such Series Notes initially issued as Book-Entry Notes pursuant to Section 2.13 2.18 or pursuant to any the applicable Trust Issuance Certificate or Series Supplement, if any, relating thereto:
(ai) the provisions of this Section 2.11 2.16 shall be in full force and effecteffect with respect to each such Series;
(bii) the Note Issuer, the Seller, the Depositor, the Servicer, the Paying Agent, the Note Transfer Agent and Registrar and the Indenture Trustee may deal with the Clearing Agency or Foreign Clearing Agency and the Clearing Agency Participants for all purposes of this Indenture (including the making of distributions payments on the Notes of each such SeriesSeries and the giving of instructions or directions hereunder) as the authorized representatives of the Holders of such SeriesNote Owners;
(ciii) to the extent that the provisions of this Section 2.11 2.16 conflict with any other provisions of this Indenture, the provisions of this Section 2.11 2.16 shall control; and;
(div) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of such Series of Notes evidencing a specified percentage of the outstanding principal amount of such Series of Notes, the Clearing Agency or Foreign Clearing Agency, as applicable, shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or their related Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in such Series of Notes and has delivered such instructions to the Trustee;
(v) the rights of Holders Note Owners of each such Series shall be exercised only through the Clearing Agency or Foreign Clearing Agency and the their related Clearing Agency Participants and shall be limited to those established by law Law and agreements between such Holders Note Owners and the related Clearing Agency or Foreign Clearing Agency and/or the Clearing Agency Participants. Unless Pursuant to the Depository Agreement applicable to a Series, unless and until Definitive Notes of such Series are issued pursuant to Section 2.132.18, the initial applicable Clearing Agency Agencies or Foreign Clearing Agencies will make book-entry transfers among the their related Clearing Agency Participants and receive and transmit distributions payments of principal and interest on the Book-Entry such Series of Notes to such Clearing Agency Participants; and
(vi) the Trustee shall make electronically available to Note Owners copies of any reports sent to Noteholders of the relevant Series generally pursuant to the Indenture, within a commercially reasonable time after receipt by the Trustee of the written request of such Note Owners, together with a certification that they are Note Owners.
Appears in 1 contract
Sources: Base Indenture (Conns Inc)
Book-Entry Notes. Unless the applicable Trust Trustee's Issuance Certificate or Series Supplement, if any, provides otherwise, all of the related Series of Notes shall be issued in Book-Entry Form, and the Note Issuer shall execute and the Indenture Trustee shall, in accordance with this Section and the Issuer Order with respect to such Series, authenticate and deliver one or more Global Notes, evidencing the Notes of such Series which (i) shall be an aggregate original principal amount equal to the aggregate original principal amount of such Notes to be issued pursuant to the applicable Issuer Order, (ii) shall be registered in the name of the Clearing Agency therefor or its nominee, which shall initially be Cede & Co., as nominee for The Depository Trust Company, the initial Clearing Agency, (iii) shall be delivered by the Indenture Trustee to such Clearing Agency's or such nominee's instructions, and (iv) shall bear a legend substantially to the following effect: "TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN THE CLEARING AGENCY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURETransfers of this Global Note shall be limited to transfers in the Clearing Agency or to a successor thereof or such successor's nominee and transfers of portions of this Global Note shall be limited to transfers made in accordance with the restrictions set forth in the Indenture." Each Clearing Agency designated pursuant to this Section 2.11 must, at the time of its designation and at all times while it serves as Clearing Agency hereunder, be a "clearing agency" registered under the Exchange Act and any other applicable statute or regulation. No Holder of any such Series of Notes issued in Book-Entry Form shall receive a Definitive Note representing such Holder's interest in any such Notes, except as provided in Section 2.13 or in the applicable Trust Trustee's Issuance Certificate or Series Supplement, if any, relating to such Notes. Unless (and until) certificated, fully registered Notes of any Series (the "Definitive Notes") have been issued to the Holders of such Series pursuant to Section 2.13 or pursuant to any applicable Trust Issuance Certificate or Series Supplement, if any, relating thereto:
(a) the provisions of this Section 2.11 shall be in full force and effect;
(b) the Note Issuer, the Servicer, the Paying Agent, the Note Registrar and the Indenture Trustee may deal with the Clearing Agency for all purposes (including the making of distributions on the Notes of such Series) as the authorized representatives of the Holders of such Series;
(c) to the extent that the provisions of this Section 2.11 conflict with any other provisions of this Indenture, the provisions of this Section 2.11 shall control; and
(d) the rights of Holders of such Series shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Holders and the Clearing Agency and/or the Clearing Agency Participants. Unless and until Definitive Notes are issued pursuant to Section 2.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the Book-Entry Notes to such Clearing Agency Participants.the
Appears in 1 contract
Sources: Indenture (Comed Funding LLC)
Book-Entry Notes. Unless the applicable Trust Issuance Certificate or Series Supplement, if any, provides otherwise, all of the related (a) For each Series of Notes shall to be issued in Book-Entry Formregistered form, NFLP shall duly execute the Notes, and the Note Issuer shall execute and the Indenture Trustee shall, in accordance with this Section and the Issuer Order with respect to such Series2.4 hereof, authenticate and deliver initially one or more Global Notes, evidencing the Notes of such Series which that (i) shall be an aggregate original principal amount equal to the aggregate original principal amount of such Notes to be issued pursuant to the applicable Issuer Order, (iia) shall be registered on the Note Register in the name of the Clearing Agency therefor DTC or its DTC's nominee, which shall initially be Cede & Co., as nominee for The Depository Trust Company, the initial Clearing Agency, (iii) shall be delivered by the Indenture Trustee to such Clearing Agency's or such nominee's instructions, and (ivb) shall bear a legend legends substantially to the following effect: UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("TRANSFERS DTC"), TO NFLP OR ITS AGENT FOR REGISTRATION OF THIS GLOBAL TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE SHALL BE LIMITED TO TRANSFERS ISSUED IS REGISTERED IN THE CLEARING AGENCY NAME OF CEDE & CO. ("CEDE") OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE OR TO A SUCCESSOR THEREOF SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO TRANSFERS MADE IN ACCORDANCE WITH ANY PERSON IS WRONGFUL SINCE THE RESTRICTIONS SET FORTH IN THE INDENTUREREGISTERED OWNER HEREOF, CEDE, HAS AN INTEREST HEREIN. So long as DTC or its nominee is the registered owner or holder of a Global Note, DTC or its nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by such Global Note for purposes of this Indenture and such Notes. Members of, or participants in, DTC shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC, and DTC may be treated by NFLP, the Trustee, the Registrar, any Paying Agent and any agent of such entities as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent NFLP, the Trustee, the Registrar, any Paying Agent and any agent of such entities from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its agent members, the operation of customary practices governing the exercise of the rights of a holder of any Note.
(b) The provisions of the "Operating Procedures of the Euroclear System" Each Clearing Agency designated and the "Terms and Conditions Governing Use of Euroclear" and the "Management Regulations" and "Instructions to Participants" of Cedel, respectively, shall be applicable to the Global Note insofar as interests in a Global Note are held by the agent members of Euroclear or Cedel (which shall only occur in the case of the Temporary Global Note and the Permanent Global Note). Account holders or participants in Euroclear and Cedel shall have no rights under this Indenture with respect to such Global Note, and the registered holder may be treated by NFLP, the Trustee, the Registrar, the Paying Agent and any agent of NFLP or any such entity as the owner of such Global Note for all purposes whatsoever.
(c) Title to the Notes shall pass only by registration in the Note Register maintained by the Registrar pursuant to this Section 2.11 must, at the time of its designation and at all times while it serves as Clearing Agency hereunder, be a "clearing agency" registered under the Exchange Act and any other applicable statute 2.6.
(d) Any typewritten Note or regulation. No Holder of any such Series of Notes issued in representing Book-Entry Form Notes shall receive provide that they represent the aggregate or a Definitive specified amount of Outstanding Notes from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Notes represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a typewritten Note or Notes representing Book-Entry Notes to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Note Owners represented thereby, shall be made in such Holder's interest manner and by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 2.4. Subject to the provisions of Section 2.5, the Trustee shall deliver and redeliver any such Notes, except as provided typewritten Note or Notes representing Book-Entry Notes in Section 2.13 the manner and upon instructions given by the Person or Persons specified therein or in the applicable Trust Issuance Certificate Company Order. Any instructions by NFLP with respect to endorsement or Series Supplement, if any, relating to such Notes. delivery or redelivery of a typewritten Note or Notes representing the Book-Entry Notes shall be in writing but need not comply with Section 13.3 hereof and need not be accompanied by an Opinion of Counsel.
(e) Unless (and until) certificateduntil definitive, fully registered Notes of any Series (the "Definitive Notes") have been issued to the Holders of such Series Note Owners pursuant to Section 2.13 or pursuant to any applicable Trust Issuance Certificate or Series Supplement, if any, relating thereto2.18:
(ai) the provisions of this Section 2.11 2.16 shall be in full force and effect;
(bii) the Note Issuer, the Servicer, the Paying Agent, the Note Registrar and the Indenture Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Indenture (including the making of distributions payments on the Notes and the giving of such Seriesinstructions or directions hereunder) as the authorized representatives of the Holders of such SeriesNote Owners;
(ciii) to the extent that the provisions of this Section 2.11 2.16 conflict with any other provisions of this Indenture, the provisions of this Section 2.11 2.16 shall control;
(iv) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding principal amount of the Notes, the applicable Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or their related Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Trustee; and
(dv) the rights of Holders of such Series Note Owners shall be exercised only through the applicable Clearing Agency and the their related Clearing Agency Participants and shall be limited to those established by law and agreements between such Holders Note Owners and the their related Clearing Agency and/or the Clearing Agency Participants. Unless and until Definitive Notes are issued pursuant to Section 2.132.18, the initial applicable Clearing Agency Agencies will make book-entry transfers among the their related Clearing Agency Participants and receive and transmit distributions payments of principal and interest on the Book-Entry Notes to such Clearing Agency Participants.
Appears in 1 contract
Book-Entry Notes. Unless (a) If provided in the applicable Trust Issuance Certificate or related Series Supplement, if anythe Notes of such Series (for a Class thereof), provides otherwiseupon original issuance, all shall be issued in the form of Book-Entry Notes, which shall be represented in one or more Global Notes, to be delivered to the depository specified in such Series Supplement (the “Depository,”) which shall be the Clearing Agency or Foreign Clearing Agency, by or on behalf of such Series. Unless otherwise provided in a related Series Supplement, no Note Owner of Notes issued as Book-Entry Notes will receive a definitive note representing such Note Owner’s interest in the related Series of Notes, except as provided in Section 2.17.
(b) For each Series or Class of Notes shall to be issued in as Book-Entry FormNotes, the Issuer shall duly execute, and the Note Issuer shall execute and the Indenture Trustee shall, in accordance with this Section and the Issuer Order with respect to such Series2.3 hereof, authenticate and deliver one or more Global Notes, evidencing the Notes of such Series which (i) that shall be an aggregate original principal amount equal to registered on the aggregate original principal amount Note Register in the name of a Clearing Agency or Foreign Clearing Agency or such Notes to be issued pursuant to the applicable Issuer Order, (ii) shall be Clearing Agency’s or Foreign Clearing Agency’s nominee. Each Global Note registered in the name of the Clearing Agency therefor DTC or its nominee, which shall initially be Cede & Co., as nominee for The Depository Trust Company, the initial Clearing Agency, (iii) shall be delivered by the Indenture Trustee to such Clearing Agency's or such nominee's instructions, and (iv) shall bear a legend substantially to the following effect: "TRANSFERS UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THIS GLOBAL THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO BROOKE MASTER TRUST LLC OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE SHALL BE LIMITED TO TRANSFERS ISSUED IS REGISTERED IN THE CLEARING AGENCY NAME OF CEDE & CO. (“CEDE”) OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE OR TO A SUCCESSOR THEREOF SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO TRANSFERS MADE IN ACCORDANCE WITH ANY PERSON IS WRONGFUL SINCE THE RESTRICTIONS SET FORTH IN THE INDENTURE." Each REGISTERED OWNER HEREOF, CEDE, HAS AN INTEREST HEREIN. So long as the Clearing Agency designated pursuant to this Section 2.11 must, at the time of its designation and at all times while it serves as or Foreign Clearing Agency hereunderor its nominee is the registered owner or holder of a Global Note, the Clearing Agency or Foreign Clearing Agency or its nominee, as the case may be, will be a "clearing agency" registered considered the sole owner or Holder of the Notes represented by such Global Note for purposes of this Indenture and such Notes. Members of, or participants in, the Clearing Agency or Foreign Clearing Agency shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Exchange Act Clearing Agency or Foreign Clearing Agency, and the Clearing Agency or Foreign Clearing Agency may be treated by the Issuer, the Trustee, any Agent and any agent of such entities as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, any Agent and any agent of such entities from giving effect to any written certification, proxy or other applicable statute authorization furnished by the Clearing Agency or regulation. No Foreign Clearing Agency or impair, as between the Clearing Agency or Foreign Clearing Agency and its agent members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.
(c) Title to a Global Note shall pass only by registration in the Note Register maintained by the Transfer Agent and Registrar pursuant to Section 2.5.
(d) Any Global Note or Global Notes shall provide that they represent the aggregate or a specified amount of outstanding Notes from time to time endorsed thereon and may also provide that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of a Global Note or Global Notes to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Note Owners represented thereby, shall be made in such Series of manner and by such Person or Persons as shall be specified therein or in the Issuer Order to be delivered to the Trustee pursuant to Section 2.3(b). The Trustee shall deliver and redeliver any Global Note or Global Notes issued in Book-Entry Form shall receive a Definitive Note representing such Holder's interest in any such Notes, except as provided in Section 2.13 the manner and upon instructions given by the Person or Persons specified therein or in the applicable Trust Issuance Certificate Issuer Order. Any instructions by the Issuer with respect to endorsement or Series Supplement, if any, relating to such Notes. delivery or redelivery of a Global Note or Global Notes shall be in writing but need not comply with Section 14.3 hereof and need not be accompanied by an Opinion of Counsel.
(e) Unless (and until) certificateduntil definitive, fully registered Notes of any Series or any Class thereof (the "“Definitive Notes"”) have been issued to the Holders Note Owners with respect to any Series or Class of such Series Notes initially issued as Book-Entry Notes pursuant to Section 2.13 2.17 or pursuant to any the applicable Trust Issuance Certificate or Series Supplement, if any, relating thereto:
(ai) the provisions of this Section 2.11 2.15 shall be in full force and effecteffect with respect to each such Series;
(bii) the Note Issuer, BWF, BCC, the Servicer, the Paying Agent, the Note Transfer Agent and Registrar and the Indenture Trustee may deal with the Clearing Agency or Foreign Clearing Agency and the Clearing Agency Participants for all purposes of this Master Trust Indenture (including the making of distributions payments on the Notes of each such SeriesSeries and the giving of instructions or directions hereunder) as the authorized representatives of the Holders of such SeriesNote Owners;
(ciii) to the extent that the provisions of this Section 2.11 conflict 2.15 conflicts with any other provisions of this Master Trust Indenture, the provisions of this Section 2.11 2.15 shall control; and;
(div) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of such Series of Notes evidencing a specified percentage of the outstanding principal amount of such Series of Notes, the Clearing Agency or Foreign Clearing Agency, as applicable, shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or their related Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in such Series of Notes and has delivered such instructions to the Trustee;
(v) the rights of Holders Note Owners of each such Series shall be exercised only through the Clearing Agency or Foreign Clearing Agency and the their related Clearing Agency Participants and shall be limited to those established by law and agreements between such Holders Note Owners and the related Clearing Agency or Foreign Clearing Agency and/or the Clearing Agency Participants. Unless Pursuant to the Depository Agreement applicable to a Series, unless and until Definitive Notes of such Series are issued pursuant to Section 2.132.17, the initial applicable Clearing Agency Agencies or Foreign Clearing Agencies will make book-entry transfers among the their related Clearing Agency Participants and receive and transmit distributions payments of principal and interest on the Book-Entry such Series of Notes to such Clearing Agency Participants; and
(vi) Note Owners may receive copies of any reports sent to Noteholders of the relevant Series generally pursuant to the Indenture, upon written request, together with a certification that they are Note Owners and payments of reproduction and postage expenses associated with the distribution of such reports, from the Trustee at the Corporate Trust Office.
Appears in 1 contract
Book-Entry Notes. Unless (a) If provided in the applicable Trust Issuance Certificate or related Series Supplement, if anythe Notes of such Series, provides otherwiseupon original issuance, all shall be issued in the form of Book-Entry Notes, to be delivered to the depository specified in such Series Supplement (the “Depository,”) which shall be the Clearing Agency or Foreign Clearing Agency. The Notes of each Series issued as Book-Entry Notes shall, unless otherwise provided in the related Series Supplement, initially be registered on the Note Register in the name of the nominee of the Clearing Agency or Foreign Clearing Agency. Unless otherwise provided in a related Series Supplement, no Note Owner of Notes issued as Book-Entry Notes will receive a definitive note representing such Note Owner’s interest in the related Series of Notes, except as provided in Section 2.18.
(b) For each Series of Notes shall to be issued in Book-Entry Formregistered form, the Issuer shall duly execute, and the Note Issuer shall execute and the Indenture Trustee shall, in accordance with this Section and the Issuer Order with respect to such Series2.4 hereof, authenticate and deliver initially, unless otherwise provided in the applicable Series Supplement, one or more Global Notes, evidencing the Notes of such Series which (i) that shall be an aggregate original principal amount equal to registered on the aggregate original principal amount Note Register in the name of a Clearing Agency or Foreign Clearing Agency or such Notes to be issued pursuant to the applicable Issuer Order, (ii) shall be Clearing Agency’s or Foreign Clearing Agency’s nominee. Each Global Note registered in the name of the Clearing Agency therefor DTC or its nominee, which shall initially be Cede & Co., as nominee for The Depository Trust Company, the initial Clearing Agency, (iii) shall be delivered by the Indenture Trustee to such Clearing Agency's or such nominee's instructions, and (iv) shall bear a legend substantially to the following effect: "TRANSFERS UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THIS GLOBAL THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, TO OPORTUN FUNDING VI, LLC OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE SHALL BE LIMITED TO TRANSFERS ISSUED IS REGISTERED IN THE CLEARING AGENCY NAME OF CEDE & CO. (“CEDE”) OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE OR TO A SUCCESSOR THEREOF SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO TRANSFERS MADE IN ACCORDANCE WITH ANY PERSON IS WRONGFUL SINCE THE RESTRICTIONS SET FORTH IN THE INDENTURE." Each REGISTERED OWNER HEREOF, CEDE, HAS AN INTEREST HEREIN. So long as the Clearing Agency designated or Foreign Clearing Agency or its nominee is the registered owner or holder of a Global Note, the Clearing Agency or Foreign Clearing Agency or its nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by such Global Note for purposes of this Indenture and such Notes. Members of, or participants in, the Clearing Agency or Foreign Clearing Agency shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Clearing Agency or Foreign Clearing Agency, and the Clearing Agency or Foreign Clearing Agency may be treated by the Issuer, the Servicer, the Trustee, any Agent and any agent of such entities as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Servicer, the Trustee, any Agent and any agent of such entities from giving effect to any written certification, proxy or other authorization furnished by the Clearing Agency or Foreign Clearing Agency or impair, as between the Clearing Agency or Foreign Clearing Agency and its agent members, the operation of customary practices governing the exercise of the rights of a holder of any Note.
(c) Subject to Section 2.6(a)(xi), the provisions of the “Operating Procedures of the Euroclear System” and the “Terms and Conditions Governing Use of Euroclear” and such procedures governing the use of such Clearing Agencies as may be enacted from time to time shall be applicable to a Global Note insofar as interests in such Global Note are held by the agent members of Euroclear or Clearstream. Account holders or participants in Euroclear and Clearstream shall have no rights under this Indenture with respect to such Global Note and the registered holder may be treated by the Issuer, the Servicer, the Trustee, any Agent and any agent of the Issuer or the Trustee as the owner of such Global Note for all purposes whatsoever.
(d) Title to the Notes shall pass only by registration in the Note Register maintained by the Transfer Agent and Registrar pursuant to this Section 2.11 must, at the time of its designation and at all times while it serves as Clearing Agency hereunder, be a "clearing agency" registered under the Exchange Act and any other applicable statute 2.6.
(e) Any typewritten Note or regulation. No Holder of any such Series of Notes issued in representing Book-Entry Form Notes shall receive provide that they represent the aggregate or a Definitive specified amount of outstanding Notes from time to time endorsed thereon and may also provide that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of a typewritten Note or Notes representing Book-Entry Notes to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Note Owners represented thereby, shall be made in such Holder's interest manner and by such Person or Persons as shall be specified therein or in the Issuer Order to be delivered to the Trustee pursuant to Section 2.4(b). The Trustee shall deliver and redeliver any such Notes, except as provided typewritten Note or Notes representing Book-Entry Notes in Section 2.13 the manner and upon instructions given by the Person or Persons specified therein or in the applicable Trust Issuance Certificate Issuer Order. Any instructions by the Issuer with respect to endorsement or Series Supplement, if any, relating to such Notes. delivery or redelivery of a typewritten Note or Notes representing the Book-Entry Notes shall be in writing but need not comply with Section 13.3 hereof and need not be accompanied by an Opinion of Counsel.
(f) Unless (and until) certificateduntil definitive, fully registered Notes of any Series or any Class thereof (the "“Definitive Notes"”) have been issued to the Holders Note Owners with respect to any Series of such Series Notes initially issued as Book-Entry Notes pursuant to Section 2.13 2.18 or pursuant to any the applicable Trust Issuance Certificate or Series Supplement, if any, relating thereto:
(ai) the provisions of this Section 2.11 2.16 shall be in full force and effecteffect with respect to each such Series;
(bii) the Note Issuer, the Seller, the Servicer, the Paying Agent, the Note Transfer Agent and Registrar and the Indenture Trustee may deal with the Clearing Agency or Foreign Clearing Agency and the Clearing Agency Participants for all purposes of this Indenture (including the making of distributions payments on the Notes of each such SeriesSeries and the giving of instructions or directions hereunder) as the authorized representatives of the Holders of such SeriesNote Owners;
(ciii) to the extent that the provisions of this Section 2.11 2.16 conflict with any other provisions of this Indenture, the provisions of this Section 2.11 2.16 shall control; and;
(div) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of such Series of Notes evidencing a specified percentage of the outstanding principal amount of such Series of Notes, the Clearing Agency or Foreign Clearing Agency, as applicable, shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or their related Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in such Series of Notes and has delivered such instructions to the Trustee;
(v) the rights of Holders Note Owners of each such Series shall be exercised only through the Clearing Agency or Foreign Clearing Agency and the their related Clearing Agency Participants and shall be limited to those established by law Law and agreements between such Holders Note Owners and the related Clearing Agency or Foreign Clearing Agency and/or the Clearing Agency Participants. Unless Pursuant to the Depository Agreement applicable to a Series, unless and until Definitive Notes of such Series are issued pursuant to Section 2.132.18, the initial applicable Clearing Agency Agencies or Foreign Clearing Agencies will make book-entry transfers among the their related Clearing Agency Participants and receive and transmit distributions payments of principal and interest on the Book-Entry such Series of Notes to such Clearing Agency Participants; and
(vi) Note Owners may receive copies of any reports sent to Noteholders of the relevant Series generally pursuant to the Indenture, upon written request, together with a certification that they are Note Owners and payments of reproduction and postage expenses associated with the distribution of such reports, from the Trustee at the Corporate Trust Office.
Appears in 1 contract
Book-Entry Notes. Unless (a) If provided in the applicable Trust Issuance Certificate or related Series Supplement, if anythe Notes of such Series, provides otherwiseupon original issuance, all shall be issued in the form of one or more Book-Entry Notes, to be delivered to the depository specified in such Series Supplement (the “Depository,”) which shall be the Clearing Agency or Foreign Clearing Agency, by or on behalf of such Series. The Notes of each Series issued as Book-Entry Notes shall, unless otherwise provided in the related Series Supplement, initially be registered on the Note Register in the name of the nominee of the Clearing Agency or Foreign Clearing Agency. Unless otherwise provided in a related Series Supplement, no Note Owner of Notes issued as Book-Entry Notes will receive a definitive note representing such Note Owner’s interest in the related Series of Notes, except as provided in Section 2.18.
(b) For each Series of Notes shall to be issued in Book-Entry Formregistered form, the Issuer shall duly execute, and the Note Issuer shall execute and the Indenture Trustee shall, in accordance with this Section and the Issuer Order with respect to such Series2.4 hereof, authenticate and deliver initially, unless otherwise provided in the applicable Series Supplement, one or more Global Notes, evidencing the Notes of such Series which (i) that shall be an aggregate original principal amount equal to registered on the aggregate original principal amount Note Register in the name of a Clearing Agency or Foreign Clearing Agency or such Notes to be issued pursuant to the applicable Issuer Order, (ii) shall be Clearing Agency’s or Foreign Clearing Agency’s nominee. Each Global Note registered in the name of the Clearing Agency therefor DTC or its nominee, which shall initially be Cede & Co., as nominee for The Depository Trust Company, the initial Clearing Agency, (iii) shall be delivered by the Indenture Trustee to such Clearing Agency's or such nominee's instructions, and (iv) shall bear a legend substantially to the following effect: "TRANSFERS UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THIS GLOBAL THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, TO CONN’S RECEIVABLES FUNDING 2016-A, LLC OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE SHALL BE LIMITED TO TRANSFERS ISSUED IS REGISTERED IN THE CLEARING AGENCY NAME OF CEDE & CO. (“CEDE”) OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE OR TO A SUCCESSOR THEREOF SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO TRANSFERS MADE IN ACCORDANCE WITH ANY PERSON IS WRONGFUL SINCE THE RESTRICTIONS SET FORTH IN THE INDENTURE." Each REGISTERED OWNER HEREOF, CEDE, HAS AN INTEREST HEREIN. So long as the Clearing Agency designated or Foreign Clearing Agency or its nominee is the registered owner or holder of a Global Note, the Clearing Agency or Foreign Clearing Agency or its nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by such Global Note for purposes of this Indenture and such Notes. Members of, or participants in, the Clearing Agency or Foreign Clearing Agency shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Clearing Agency or Foreign Clearing Agency, and the Clearing Agency or Foreign Clearing Agency may be treated by the Issuer, the Trustee, any Agent and any agent of such entities as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, any Agent and any agent of such entities from giving effect to any written certification, proxy or other authorization furnished by the Clearing Agency or Foreign Clearing Agency or impair, as between the Clearing Agency or Foreign Clearing Agency and its agent members, the operation of customary practices governing the exercise of the rights of a holder of any Note.
(c) Subject to Section 2.6(a)(ix), the provisions of the “Operating Procedures of the Euroclear System” and the “Terms and Conditions Governing Use of Euroclear” and such procedures governing the use of such Clearing Agencies as may be enacted from time to time shall be applicable to a Global Note insofar as interests in such Global Note are held by the agent members of Euroclear or Clearstream (which shall only occur in the case of a temporary Regulation S Global Note and a permanent Regulation S Global Note). Account holders or participants in Euroclear and Clearstream shall have no rights under this Indenture with respect to such Global Note and the registered holder may be treated by the Issuer, the Trustee, any Agent and any agent of the Issuer or the Trustee as the owner of such Global Note for all purposes whatsoever.
(d) Title to the Notes shall pass only by registration in the Note Register maintained by the Transfer Agent and Registrar pursuant to this Section 2.11 must, at the time of its designation and at all times while it serves as Clearing Agency hereunder, be a "clearing agency" registered under the Exchange Act and any other applicable statute 2.6.
(e) Any typewritten Note or regulation. No Holder of any such Series of Notes issued in representing Book-Entry Form Notes shall receive provide that they represent the aggregate or a Definitive specified amount of outstanding Notes from time to time endorsed thereon and may also provide that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of a typewritten Note or Notes representing Book-Entry Notes to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Note Owners represented thereby, shall be made in such Holder's interest manner and by such Person or Persons as shall be specified therein or in the Issuer Order to be delivered to the Trustee pursuant to Section 2.4(b). The Trustee shall deliver and redeliver any such Notes, except as provided typewritten Note or Notes representing Book-Entry Notes in Section 2.13 the manner and upon instructions given by the Person or Persons specified therein or in the applicable Trust Issuance Certificate Issuer Order. Any instructions by the Issuer with respect to endorsement or Series Supplement, if any, relating to such Notes. delivery or redelivery of a typewritten Note or Notes representing the Book-Entry Notes shall be in writing but need not comply with Section 13.3 hereof and need not be accompanied by an Opinion of Counsel.
(f) Unless (and until) certificateduntil definitive, fully registered Notes of any Series or any Class thereof (the "“Definitive Notes"”) have been issued to the Holders Note Owners with respect to any Series of such Series Notes initially issued as Book-Entry Notes pursuant to Section 2.13 2.18 or pursuant to any the applicable Trust Issuance Certificate or Series Supplement, if any, relating thereto:
(ai) the provisions of this Section 2.11 2.16 shall be in full force and effecteffect with respect to each such Series;
(bii) the Note Issuer, the Seller, the Depositor, the Servicer, the Paying Agent, the Note Transfer Agent and Registrar and the Indenture Trustee may deal with the Clearing Agency or Foreign Clearing Agency and the Clearing Agency Participants for all purposes of this Indenture (including the making of distributions payments on the Notes of each such SeriesSeries and the giving of instructions or directions hereunder) as the authorized representatives of the Holders of such SeriesNote Owners;
(ciii) to the extent that the provisions of this Section 2.11 2.16 conflict with any other provisions of this Indenture, the provisions of this Section 2.11 2.16 shall control; and;
(div) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of such Series of Notes evidencing a specified percentage of the outstanding principal amount of such Series of Notes, the Clearing Agency or Foreign Clearing Agency, as applicable, shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or their related Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in such Series of Notes and has delivered such instructions to the Trustee;
(v) the rights of Holders Note Owners of each such Series shall be exercised only through the Clearing Agency or Foreign Clearing Agency and the their related Clearing Agency Participants and shall be limited to those established by law Law and agreements between such Holders Note Owners and the related Clearing Agency or Foreign Clearing Agency and/or the Clearing Agency Participants. Unless Pursuant to the Depository Agreement applicable to a Series, unless and until Definitive Notes of such Series are issued pursuant to Section 2.132.18, the initial applicable Clearing Agency Agencies or Foreign Clearing Agencies will make book-entry transfers among the their related Clearing Agency Participants and receive and transmit distributions payments of principal and interest on the Book-Entry such Series of Notes to such Clearing Agency Participants; and
(vi) the Trustee shall make electronically available to Note Owners copies of any reports sent to Noteholders of the relevant Series generally pursuant to the Indenture, within a commercially reasonable time after receipt by the Trustee of the written request of such Note Owners, together with a certification that they are Note Owners.
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Sources: Base Indenture (Conns Inc)
Book-Entry Notes. Unless (a) If provided in the applicable Trust Issuance Certificate or related Series Supplement, if anythe Notes of such Series, provides otherwiseupon original issuance, all shall be issued in the form of Book-Entry Notes, to be delivered to the depository specified in such Series Supplement (the “Depository,”) which shall be the Clearing Agency or Foreign Clearing Agency. The Notes of each Series issued as Book-Entry Notes shall, unless otherwise provided in the related Series Supplement, initially be registered on the Note Register in the name of the nominee of the Clearing Agency or Foreign Clearing Agency. Unless otherwise provided in a related Series Supplement, no Note Owner of Notes issued as Book-Entry Notes will receive a definitive note representing such Note Owner’s interest in the related Series of Notes, except as provided in Section 2.18.
(b) For each Series of Notes shall to be issued in Book-Entry Formregistered form, the Issuer shall duly execute, and the Note Issuer shall execute and the Indenture Trustee shall, in accordance with this Section and the Issuer Order with respect to such Series2.4 hereof, authenticate and deliver initially, unless otherwise provided in the applicable Series Supplement, one or more Global Notes, evidencing the Notes of such Series which (i) that shall be an aggregate original principal amount equal to registered on the aggregate original principal amount Note Register in the name of a Clearing Agency or Foreign Clearing Agency or such Notes to be issued pursuant to the applicable Issuer Order, (ii) shall be Clearing Agency’s or Foreign Clearing Agency’s nominee. Each Global Note registered in the name of the Clearing Agency therefor DTC or its nominee, which shall initially be Cede & Co., as nominee for The Depository Trust Company, the initial Clearing Agency, (iii) shall be delivered by the Indenture Trustee to such Clearing Agency's or such nominee's instructions, and (iv) shall bear a legend substantially to the following effect: "TRANSFERS UNLESS THIS [NOTE/CERTIFICATE] IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THIS GLOBAL NOTE SHALL BE LIMITED THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, TO TRANSFERS OPORTUN FUNDING XIV, LLC OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY [NOTE/CERTIFICATE] ISSUED IS REGISTERED IN THE CLEARING AGENCY NAME OF CEDE & CO. (“CEDE”) OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE OR TO A SUCCESSOR THEREOF SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO TRANSFERS MADE IN ACCORDANCE WITH ANY PERSON IS WRONGFUL SINCE THE RESTRICTIONS SET FORTH IN THE INDENTURE." Each REGISTERED OWNER HEREOF, CEDE, HAS AN INTEREST HEREIN. So long as the Clearing Agency designated or Foreign Clearing Agency or its nominee is the registered owner or holder of a Global Note, the Clearing Agency or Foreign Clearing Agency or its nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by such Global Note for purposes of this Indenture and such Notes. Members of, or participants in, the Clearing Agency or Foreign Clearing Agency shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Clearing Agency or Foreign Clearing Agency, and the Clearing Agency or Foreign Clearing Agency may be treated by the Issuer, the Servicer, the Trustee, any Agent and any agent of such entities as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Servicer, the Trustee, any Agent and any agent of such entities from giving effect to any written certification, proxy or other authorization furnished by the Clearing Agency or Foreign Clearing Agency or impair, as between the Clearing Agency or Foreign Clearing Agency and its agent members, the operation of customary practices governing the exercise of the rights of a holder of any Note.
(c) Subject to Section 2.6(a)(xi), the provisions of the “Operating Procedures of the Euroclear System” and the “Terms and Conditions Governing Use of Euroclear” and such procedures governing the use of such Clearing Agencies as may be enacted from time to time shall be applicable to a Global Note insofar as interests in such Global Note are held by the agent members of Euroclear or Clearstream. Account holders or participants in Euroclear and Clearstream shall have no rights under this Indenture with respect to such Global Note and the registered holder may be treated by the Issuer, the Servicer, the Trustee, any Agent and any agent of the Issuer or the Trustee as the owner of such Global Note for all purposes whatsoever.
(d) Title to the Notes shall pass only by registration in the Note Register maintained by the Transfer Agent and Registrar pursuant to this Section 2.11 must, at the time of its designation and at all times while it serves as Clearing Agency hereunder, be a "clearing agency" registered under the Exchange Act and any other applicable statute 2.6.
(e) Any typewritten Note or regulation. No Holder of any such Series of Notes issued in representing Book-Entry Form Notes shall receive provide that they represent the aggregate or a Definitive specified amount of outstanding Notes from time to time endorsed thereon and may also provide that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of a typewritten Note or Notes representing Book-Entry Notes to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Note Owners represented thereby, shall be made in such Holder's interest manner and by such Person or Persons as shall be specified therein or in the Issuer Order to be delivered to the Trustee pursuant to Section 2.4(b). The Trustee shall deliver and redeliver any such Notes, except as provided typewritten Note or Notes representing Book-Entry Notes in Section 2.13 the manner and upon instructions given by the Person or Persons specified therein or in the applicable Trust Issuance Certificate Issuer Order. Any instructions by the Issuer with respect to endorsement or Series Supplement, if any, relating to such Notes. delivery or redelivery of a typewritten Note or Notes representing the Book-Entry Notes shall be in writing but need not comply with Section 13.3 hereof and need not be accompanied by an Opinion of Counsel.
(f) Unless (and until) certificateduntil definitive, fully registered Notes of any Series or any Class thereof (the "“Definitive Notes"”) have been issued to the Holders Note Owners with respect to any Series of such Series Notes initially issued as Book-Entry Notes pursuant to Section 2.13 2.18 or pursuant to any the applicable Trust Issuance Certificate or Series Supplement, if any, relating thereto:
(ai) the provisions of this Section 2.11 2.16 shall be in full force and effecteffect with respect to each such Series;
(bii) the Note Issuer, the Seller, the Servicer, the Paying Agent, the Note Transfer Agent and Registrar and the Indenture Trustee may deal with the Clearing Agency or Foreign Clearing Agency and the Clearing Agency Participants for all purposes of this Indenture (including the making of distributions payments on the Notes of each such SeriesSeries and the giving of instructions or directions hereunder) as the authorized representatives of the Holders of such SeriesNote Owners;
(ciii) to the extent that the provisions of this Section 2.11 2.16 conflict with any other provisions of this Indenture, the provisions of this Section 2.11 2.16 shall control; and;
(div) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of such Series of Notes evidencing a specified percentage of the outstanding principal amount of such Series of Notes, the Clearing Agency or Foreign Clearing Agency, as applicable, shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or their related Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in such Series of Notes and has delivered such instructions to the Trustee;
(v) the rights of Holders Note Owners of each such Series shall be exercised only through the Clearing Agency or Foreign Clearing Agency and the their related Clearing Agency Participants and shall be limited to those established by law Law and agreements between such Holders Note Owners and the related Clearing Agency or Foreign Clearing Agency and/or the Clearing Agency Participants. Unless Pursuant to the Depository Agreement applicable to a Series, unless and until Definitive Notes of such Series are issued pursuant to Section 2.132.18, the initial applicable Clearing Agency Agencies or Foreign Clearing Agencies will make book-entry transfers among the their related Clearing Agency Participants and receive and transmit distributions payments of principal and interest on the Book-Entry such Series of Notes to such Clearing Agency Participants; and
(vi) Note Owners may receive copies of any reports sent to Noteholders and Certificateholders of the relevant Series generally pursuant to the Indenture, upon written request, together with a certification that they are Note Owners and payments of reproduction and postage expenses associated with the distribution of such reports, from the Trustee at the Corporate Trust Office.
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Book-Entry Notes. (a) Unless the applicable Trust Issuance Certificate or otherwise provided in any related Series Supplement, if anythe Notes, provides otherwiseupon original issuance, all shall be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to the depository specified in such Series Supplement (the "Depository") which shall be the Clearing Agency or Foreign Clearing Agency, by or on behalf of such Series. The Notes of each Series shall, unless otherwise provided in the related Series Supplement, initially be registered on the Note Register in the name of the nominee of the Clearing Agency or Foreign Clearing Agency. Unless otherwise provided in a related Series Supplement, no Note Owner will receive a definitive note representing such Note Owner's interest in the related Series of Notes, except as provided in Section 2.18.
(b) For each Series of Notes shall to be issued in Book-Entry Formregistered form, the Issuer shall duly execute, and the Note Issuer shall execute and the Indenture Trustee shall, in accordance with this Section and the Issuer Order with respect to such Series2.4 hereof, authenticate and deliver initially, unless otherwise provided in the applicable Series Supplement, one or more Global Notes, evidencing the Notes of such Series which (i) that shall be an aggregate original principal amount equal to registered on the aggregate original principal amount Note Register in the name of a Clearing Agency or Foreign Clearing Agency or such Notes to be issued pursuant to the applicable Issuer Order, (ii) shall be Clearing Agency's or Foreign Clearing Agency's nominee. Each Global Note registered in the name of the Clearing Agency therefor DTC or its nominee, which shall initially be Cede & Co., as nominee for The Depository Trust Company, the initial Clearing Agency, (iii) shall be delivered by the Indenture Trustee to such Clearing Agency's or such nominee's instructions, and (iv) shall bear a legend substantially to the following effect: "TRANSFERS UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THIS GLOBAL THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO AIG CREDIT PREMIUM FINANCE MASTER TRUST OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE SHALL BE LIMITED TO TRANSFERS ISSUED IS REGISTERED IN THE CLEARING AGENCY NAME OF CEDE & CO. ("CEDE") OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE OR TO A SUCCESSOR THEREOF SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO TRANSFERS MADE IN ACCORDANCE WITH ANY PERSON IS WRONGFUL SINCE THE RESTRICTIONS SET FORTH IN THE INDENTURE." Each REGISTERED OWNER HEREOF, CEDE, HAS AN INTEREST HEREIN. So long as the Clearing Agency designated or Foreign Clearing Agency or its nominee is the registered owner or holder of a Global Note, the Clearing Agency or Foreign Clearing Agency or its nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by such Global Note for purposes of this Indenture and such Notes. Members of, or participants in, the Clearing Agency or Foreign Clearing Agency shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Clearing Agency or Foreign Clearing Agency, and the Clearing Agency or Foreign Clearing Agency may be treated by the Issuer, the Trustee, any Agent and any agent of such entities as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, any Agent and any agent of such entities from giving effect to any written certification, proxy or other authorization furnished by the Clearing Agency or Foreign Clearing Agency or impair, as between the Clearing Agency or Foreign Clearing Agency and its agent members, the operation of customary practices governing the exercise of the rights of a holder of any Note.
(c) Subject to subsection 2.9(g), the provisions of the "Operating Procedures of the Euroclear System" and the "Terms and Conditions Governing Use of Euroclear" and the "Management Regulations" and "Instructions to Participants" of Cedel, respectively, shall be applicable to the Global Note insofar as interests in a Global Note are held by the agent members of Euroclear or Cedel (which shall only occur in the case of the Temporary Global Note and the Permanent Global Note). Account holders or participants in Euroclear and Cedel shall have no rights under this Indenture with respect to such Global Note and the registered holder may be treated by the Trust, the Trustee, any Agent and any agent of the Trust or the Trustee as the owner of such Global Note for all purposes whatsoever.
(d) Title to the Notes shall pass only by registration in the Note Register maintained by the Transfer Agent and Registrar pursuant to this Section 2.11 must, at the time of its designation and at all times while it serves as Clearing Agency hereunder, be a "clearing agency" registered under the Exchange Act and any other applicable statute 2.6.
(e) Any typewritten Note or regulation. No Holder of any such Series of Notes issued in representing Book-Entry Form Notes shall receive provide that they represent the aggregate or a Definitive specified amount of outstanding Notes from time to time endorsed thereon and may also provide that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of a typewritten Note or Notes representing Book-Entry Notes to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Note Owners represented thereby, shall be made in such Holder's interest manner and by such Person or Persons as shall be specified therein or in the Issuer Order to be delivered to the Trustee pursuant to subsection 2.4(b). The Trustee shall deliver and redeliver any such Notes, except as provided typewritten Note or Notes representing Book-Entry Notes in Section 2.13 the manner and upon instructions given by the Person or Persons specified therein or in the applicable Trust Issuance Certificate Issuer Order. Any instructions by the Issuer with respect to endorsement or Series Supplement, if any, relating to such Notes. delivery or redelivery of a typewritten Note or Notes representing the Book-Entry Notes shall be in writing but need not comply with Section 13.3 hereof and need not be accompanied by an Opinion of Counsel.
(f) Unless (and until) certificateduntil definitive, fully registered Notes of any Series or any Class thereof (the "Definitive Notes") have been issued to the Holders Note Owners with respect to any Series of such Series Notes initially issued as Book-Entry Notes pursuant to Section 2.13 2.18 or pursuant to any the applicable Trust Issuance Certificate or Series Supplement, if any, relating thereto:
(ai) the provisions of this Section 2.11 2.16 shall be in full force and effecteffect with respect to each such Series;
(bii) the Note Issuer, the Seller, the Servicer, the Paying Agent, the Note Transfer Agent and Registrar and the Indenture Trustee may deal with the Clearing Agency or Foreign Clearing Agency and the Clearing Agency Participants for all purposes of this Indenture (including the making of distributions payments on the Notes of each such SeriesSeries and the giving of instructions or directions hereunder) as the authorized representatives of the Holders of such SeriesNote Owners;
(ciii) to the extent that the provisions of this Section 2.11 2.16 conflict with any other provisions of this Indenture, the provisions of this Section 2.11 2.16 shall control; and;
(div) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of such Series of Notes evidencing a specified percentage of the outstanding principal amount of such Series of Notes, the Clearing Agency or Foreign Clearing Agency, as applicable, shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or their related Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in such Series of Notes and has delivered such instructions to the Trustee;
(v) the rights of Holders Note Owners of each such Series shall be exercised only through the Clearing Agency or Foreign Clearing Agency and the their related Clearing Agency Participants and shall be limited to those established by law and agreements between such Holders Note Owners and the related Clearing Agency or Foreign Clearing Agency and/or the Clearing Agency Participants. Unless Pursuant to the Depository Agreement applicable to a Series, unless and until Definitive Notes of such Series are issued pursuant to Section 2.132.18, the initial applicable Clearing Agency Agencies or Foreign Clearing Agencies will make book-entry transfers among the their related Clearing Agency Participants and receive and transmit distributions payments of principal and interest on the Book-Entry such Series of Notes to such Clearing Agency Participants; and
(vi) Note Owners may receive copies of any reports sent to Noteholders pursuant to the Indenture, upon written request, together with a certification that they are Note Owners and payments of reproduction and postage expenses associated with the distribution of such reports, from the Trustee at the Corporate Trust Office.
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Book-Entry Notes. Unless Except as otherwise provided in this Section, the applicable Trust Issuance Certificate or Series Supplement, if any, provides otherwise, all of the related Series of Notes shall be issued in Book-Entry Form, and the Note Issuer shall execute and the Indenture Trustee shall, in accordance with this Section and the Issuer Order form of one global note with respect to such Series, authenticate each Class of Notes and deliver one or more Global Notes, evidencing the Notes of such Series which (i) shall be an aggregate original principal amount equal to the aggregate original principal amount of such Notes to be issued pursuant to the applicable Issuer Order, (ii) shall be registered in the name of the Clearing Agency therefor Securities Depository or its nomineenominee and ownership thereof shall be maintained in book-entry form by the Securities Depository for the account of the Agent Members. Initially, which each of the Class A-1 Note, Class A-2-A Note, Class A-2-B Note, Class A-3-A Note, Class A-3-B Note, Class A-4-A Note, Class A-4-B Note and Class B Note shall initially be registered in the name of Cede & Co., as the nominee for of The Depository Trust Company. Except as provided in this Section, the initial Clearing AgencyNotes of a Class of Notes may be transferred, (iii) shall be delivered in whole but not in part, only to the Securities Depository or a nominee of the Securities Depository or to a successor Securities Depository selected or approved by the Indenture Owner Trustee or to a nominee of such Clearing Agency's or such nominee's instructions, and (iv) successor Securities Depository. Each global note shall bear a legend substantially to the following effect: "TRANSFERS OF EXCEPT AS OTHERWISE PROVIDED HEREIN, THIS GLOBAL NOTE SHALL CERTIFICATE MAY BE LIMITED TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO TRANSFERS IN ANOTHER NOMINEE OF THE CLEARING AGENCY SECURITIES DEPOSITORY (AS DEFINED HEREIN) OR TO A SUCCESSOR THEREOF SECURITIES DEPOSITORY OR SUCH SUCCESSOR'S TO A NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTUREOR SUCCESSOR SECURITIES DEPOSITORY." Each Clearing Agency designated Except as otherwise provided herein, the Owner Trustee, the Note Insurer and the Indenture Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Securities Depository or any Agent Member with respect to any beneficial ownership interest in the Notes, (ii) the delivery to any Agent Member, beneficial owner of any Class of the Notes or other Person, other than the Securities Depository, of any notice with respect to the Notes or (iii) the payment to any Agent Member, beneficial owner of any Class of the Notes or other Person, other than the Securities Depository, of any amount with respect to the payment of principal of or interest on any Class of the Notes. So long as Definitive Notes for any Class of the Notes issued under this Indenture are not issued pursuant to this Section 2.11 mustSection, the Owner Trustee, the Note Insurer and the Indenture Trustee shall treat the Securities Depository as, and deem the Securities Depository to be, the absolute owner of such Class of the Notes for all purposes whatsoever, including, without limitation, (i) the payment of principal of and interest on such Notes, (ii) giving notices of redemption and other matters with respect to such Notes and (iii) registering transfers with respect to such Notes. In connection with any notice or other communication to be provided to the Noteholders pursuant to this Indenture by the Owner Trustee or the Indenture Trustee with respect to any consent or other action to be taken by Noteholders, the Owner Trustee or the Indenture Trustee, as the case may be, shall establish a record date for such consent or other action and, if the Securities Depository shall hold all of the Notes of the applicable Class of the Notes, give the Securities Depository notice of such record date not less than fifteen (15) calendar days in advance of such record date to the extent possible. Such notice to the Securities Depository shall be given only when the Securities Depository is the sole Noteholder of a Class of Notes. If at any time the Securities Depository notifies the Owner Trustee and the Indenture Trustee that it is unwilling or unable to continue as Securities Depository with respect to any or all of the Notes or if at any time of its designation and at all times while it serves as Clearing Agency hereunder, the Securities Depository shall no longer be a "clearing agency" registered or in good standing under the Securities Exchange Act and of 1934, as amended, or any other applicable statute or regulationregulation and a successor Securities Depository is not appointed by the Owner Trustee within ninety (90) days after the Owner Trustee receives notice or becomes aware of such condition, as the case may be, then the two preceding paragraphs shall no longer be applicable and the Owner Trustee shall execute and the Indenture Trustee shall authenticate and deliver notes representing each Class of the Notes as provided otherwise in this Article II and the Indenture Trustee shall thereafter recognize the Noteholders as the record Holders of the Notes under this Indenture. No Holder In addition, the Owner Trustee may determine at any time that the Notes shall no longer be represented by global notes and that the provisions of any the two preceding paragraphs of this Section shall no longer apply to the Notes. In such Series of event, the Owner Trustee shall execute and the Indenture Trustee shall authenticate and deliver certificates representing the Notes as provided otherwise in this Article II. Notes issued in Book-Entry Form exchange for a global certificate pursuant to this Section 2.12 shall receive be registered in such names and authorized denominations as the Securities Depository, pursuant to the instructions from the Agent Members or otherwise, shall instruct the Owner Trustee and the Indenture Trustee. The Indenture Trustee shall promptly deliver such certificates representing the Notes to the Persons in whose names such Notes are so registered.
Whenever a notice or other communication to the Noteholders is required under this Indenture, unless and until Definitive Note representing such Holder's interest in any such Notes, except as provided in Section 2.13 or in the applicable Trust Issuance Certificate or Series Supplement, if any, relating to such Notes. Unless (and until) certificated, fully registered Notes of any Series (the "Definitive Notes") shall have been issued to the Holders of such Series Note Owners pursuant to Section 2.13 or pursuant to any applicable Trust Issuance Certificate or Series Supplementthis Section, if any, relating thereto:
(a) the provisions of this Section 2.11 shall be in full force and effect;
(b) the Note Issuer, the Servicer, the Paying Agent, the Note Registrar and the Indenture Trustee may deal with the Clearing Agency for shall give all purposes (including the making of distributions on the Notes of such Series) as the authorized representatives of the Holders of such Series;
(c) notices and communications specified herein to be given to Noteholders to the extent that the provisions of this Section 2.11 conflict with any other provisions of this Indenture, the provisions of this Section 2.11 shall control; and
(d) the rights of Holders of such Series shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Holders and the Clearing Agency and/or the Clearing Agency Participants. Unless and until Definitive Notes are issued pursuant to Section 2.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the Book-Entry Notes to such Clearing Agency ParticipantsSecurities Depository.
Appears in 1 contract
Book-Entry Notes. Unless If the applicable Trust Issuance Certificate or Series Supplement, if any, provides otherwise, all of Issuer shall establish pursuant to any Supplement that the related Series of Notes shall to be issued thereunder are to be issued in Book-Entry Form, and then the Note Issuer shall execute and the Indenture Trustee shall, in accordance with the other provisions of this Section Indenture, execute and the Issuer Order with respect to such Series, Trustee shall authenticate and deliver one or more Global Notes, evidencing the Notes of such Series which (i) shall be in an aggregate original principal amount Outstanding Principal Balance equal to the aggregate original principal amount Initial Outstanding Principal Balance of such Notes to be issued pursuant to the applicable Issuer OrderSeries, (ii) shall be registered in the name of the Clearing Agency therefor or its nominee, which shall initially be Cede & Co., as nominee for The Depository Depositary Trust Company, the initial Clearing Agency, (iii) shall be delivered by the Indenture Trustee to such Clearing Agency or such nominee pursuant to such Clearing Agency's or such nominee's instructions, and (iv) shall bear a legend substantially to the following effect: "TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN THE CLEARING AGENCY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURETransfers of this Global Note shall be limited to transfers in whole, but not in part, to the Clearing Agency or a nominee of the Clearing Agency or to a successor thereof or such successor's nominee and transfers of portions of this Global Note shall be limited to transfers made in accordance with the restrictions set forth in the Master Trust Indenture and Security Agreement pursuant to which these Notes were issued." Each Clearing Agency designated pursuant to this Section 2.11 6.11 must, at the time of its designation and at all times while it serves as Clearing Agency hereunder, be a "clearing agency" registered under the Exchange Act and any other applicable statute or regulation. No Holder of any such Series of Notes issued in Book-Entry Form shall receive a Definitive Note representing such Holder's interest in any such Notes, except as provided in Section 2.13 6.13 or in the applicable Trust Issuance Certificate or Series Supplement, if any, Supplement relating to such Notes. Unless (and until) certificated, fully registered Notes of any Series (the "Definitive Notes") have been issued to the Holders Noteholders of such Series pursuant to Section 2.13 6.13 or pursuant to any applicable Trust Issuance Certificate or Series Supplement, if any, Supplement relating thereto:
(a) the provisions of this Section 2.11 6.11 shall be in full force and effect;
(b) the Note Issuer, the Servicer, the Paying Agent, the Note Transfer Agent and Registrar and the Indenture Trustee may deal with the Clearing Agency for all purposes (including the making 91 of distributions on the Notes of such Series) as the authorized representatives of the Holders Noteholders of such Series;
(c) to the extent that the provisions of this Section 2.11 6.11 conflict with any other provisions of this Indenture, the provisions of this Section 2.11 6.11 shall control; and
(d) the rights of Holders Noteholders of such Series shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Holders Noteholders and the Clearing Agency and/or the Clearing Agency Participants. Unless and until Definitive Notes are issued pursuant to Section 2.136.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the Book-Entry Notes to such Clearing Agency Participants.
Appears in 1 contract
Sources: Master Trust Indenture and Security Agreement (Sirrom Capital Corp)
Book-Entry Notes. Unless the applicable Trust Issuance Certificate or Series Supplement, if any, provides otherwise, all of the related (a) For each Series of Notes shall to be issued in Book-Entry Formregistered form, Thrifty Finance shall duly execute the Notes, and the Note Issuer shall execute and the Indenture Trustee shall, in accordance with this Section and the Issuer Order with respect to such Series2.4 hereof, authenticate and deliver initially one or more Global Notes, evidencing the global Notes of such Series which that (i) shall be an aggregate original principal amount equal to the aggregate original principal amount of such Notes to be issued pursuant to the applicable Issuer Order, (iia) shall be registered on the Note Register in the name of the Clearing Agency therefor DTC or its DTC's nominee, which shall initially be Cede & Co., as nominee for The Depository Trust Company, the initial Clearing Agency, (iii) shall be delivered by the Indenture Trustee to such Clearing Agency's or such nominee's instructions, and (ivb) shall bear a legend legends substantially to the following effect: UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY ("TRANSFERS DTC"), TO THRIFTY CAR RENTAL FINANCE CORPORATION OR ITS AGENT FOR REGISTRATION OF THIS GLOBAL TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE SHALL BE LIMITED TO TRANSFERS ISSUED IS REGISTERED IN THE CLEARING AGENCY NAME OF CEDE & CO. ("CEDE") OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE OR TO A SUCCESSOR THEREOF SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO TRANSFERS MADE IN ACCORDANCE WITH ANY PERSON IS WRONGFUL SINCE THE RESTRICTIONS SET FORTH IN THE INDENTURE." Each Clearing Agency designated pursuant REGISTERED OWNER HEREOF, CEDE, HAS AN INTEREST HEREIN. So long as DTC or its nominee is the registered owner or holder of a global Note, DTC or its nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by such global Note for purposes of this Indenture and such Notes. Members of, or participants in, DTC shall have no rights under this Indenture with respect to this Section 2.11 mustany global Note held on their behalf by DTC, at and DTC may be treated by Thrifty Finance, the time of its designation and at all times while it serves as Clearing Agency hereunderTrustee, be a "clearing agency" registered under the Exchange Act Registrar, any Paying Agent and any agent of such entities as the absolute owner of such global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent Thrifty Finance, the Trustee, the Registrar, any Paying Agent and any agent of such entities from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its agent members, the operation of customary practices governing the exercise of the rights of the holder of a beneficial interest any Note.
(b) The provisions of the "Operating Procedures of the Euroclear System" and the "Terms and Conditions Governing Use of Euroclear" and the "Management Regulations" and "Instructions to Participants" of Cedel, respectively, shall be applicable statute to the global Notes insofar as interests in a global Note are held by the agent members of Euroclear or regulationCedel (which shall only occur in the case of the Temporary Global Note and the Permanent Global Note). No Holder Account holders or participants in Euroclear and Cedel shall have no rights under this Indenture with respect to such global Note, and the registered holder may be treated by Thrifty Finance, the Trustee, the Registrar and any Paying Agent and any agent of any such Series entities as the owner of such global Note for all purposes whatsoever.
(c) Title to the Notes issued shall pass only by registration in the Note Register maintained by the Registrar pursuant to Section 2.6.
(d) Any typewritten Note or Notes representing Book-Entry Form Notes shall receive provide that they represent the aggregate or a Definitive specified amount of Outstanding Notes from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Notes represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a typewritten Note or Notes representing Book-Entry Notes to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Note Owners represented thereby, shall be made in such Holder's interest manner and by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 2.4. Subject to the provisions of Section 2.5, the Trustee shall deliver and redeliver any such Notes, except as provided typewritten Note or Notes representing Book-Entry Notes in Section 2.13 the manner and upon instructions given by the Person or Persons specified therein or in the applicable Trust Issuance Certificate Company Order. Any instructions by Thrifty Finance with respect to endorsement or Series Supplement, if any, relating to such Notes. delivery or redelivery of a typewritten Note or Notes representing the Book-Entry Notes shall be in writing but need not comply with Section 12.3 hereof and need not be accompanied by an Opinion of Counsel.
(e) Unless (and until) certificated, fully registered until Definitive Notes of any Series (the "Definitive Notes") have been issued to the Holders of such Series all Note Owners pursuant to Section 2.13 or pursuant to any applicable Trust Issuance Certificate or Series Supplement, if any, relating thereto:2.19: -26- 34
(ai) the provisions of this Section 2.11 2.17 shall be in full force and effect;
(bii) the Note Issuer, the Servicer, the Paying Agent, the Note Registrar and the Indenture Trustee may deal with the Clearing Agency for all purposes of this Indenture (including the making of distributions payments on the Notes and the giving of such Seriesinstructions or directions hereunder) as the authorized representatives of the Holders of such SeriesNote Owners;
(ciii) to the extent that the provisions of this Section 2.11 2.17 conflict with any other provisions of this Indenture, the provisions of this Section 2.11 2.17 shall control;
(iv) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding principal amount of the Notes, the applicable Clearing Agency shall be deemed to represent a percentage or principal amount in respect of any outstanding Book-Entry Notes only to the extent that it has received instructions to such effect from the applicable Note Owners and/or their related Clearing Agency Participants owning or representing, respectively, such percentage or principal amount of the beneficial interest in the Notes and has delivered such instructions or directions to the Trustee; and
(dv) the rights of Holders of such Series Note Owners shall be exercised only through the applicable Clearing Agency and the their related Clearing Agency Participants and shall be limited to those established by law and agreements between such Holders Note Owners and the their related Clearing Agency and/or the Clearing Agency Participants. Unless and until Definitive Notes are issued pursuant to Section 2.132.19, the initial applicable Clearing Agency Agencies will make book-entry transfers among the their related Clearing Agency Participants and receive and transmit distributions payments of principal and interest on the Book-Entry Notes to such Clearing Agency Participants.
Appears in 1 contract
Sources: Base Indenture (Dollar Thrifty Automotive Group Inc)
Book-Entry Notes. Unless the applicable Trust Trustee's Issuance Certificate or Series Supplement, if any, provides otherwise, all of the related Series of Notes shall be issued in Book-Entry Form, and the Note Issuer shall execute and the Indenture Trustee shall, in accordance with this Section and the Issuer Order with respect to such Series, authenticate and deliver one or more Global Notes, evidencing the Notes of such Series which (i) shall be an aggregate original principal amount equal to the aggregate original principal amount of such Notes to be issued pursuant to the applicable Issuer Order, (ii) shall be registered in the name of the Clearing Agency therefor or its nominee, which shall initially be Cede & Co., as nominee for The Depository Trust Company, the initial Clearing Agency, (iii) shall be delivered by the Indenture Trustee to such Clearing Agency's or such nominee's instructions, and (iv) shall bear a legend substantially to the following effect: "TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN THE CLEARING AGENCY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURETransfers of this Global Note shall be limited to transfers in the Clearing Agency or to a successor thereof or such successor's nominee and transfers of portions of this Global Note shall be limited to transfers made in accordance with the restrictions set forth in the Indenture." Each Clearing Agency designated pursuant to this Section 2.11 must, at the time of its designation and at all times while it serves as Clearing Agency hereunder, be a "clearing agency" registered under the Exchange Act and any other applicable statute or regulation. No Holder of any such Series of Notes issued in Book-Entry Form shall receive a Definitive Note representing such Holder's interest in any such Notes, except as provided in Section 2.13 or in the applicable Trust Trustee's Issuance Certificate or Series Supplement, if any, relating to such Notes. Unless (and until) certificated, fully registered Notes of any Series (the "Definitive Notes") have been issued to the Holders of such Series pursuant to Section 2.13 or pursuant to any applicable Trust Trustee's Issuance Certificate or Series Supplement, if any, relating thereto:
(a) the provisions of this Section 2.11 shall be in full force and effect;
(b) the Note Issuer, the Servicer, the Paying Agent, the Note Registrar and the Indenture Trustee may deal with the Clearing Agency for all purposes (including the making of distributions on the Notes of such Series) as the authorized representatives of the Holders of such Series;
(c) to the extent that the provisions of this Section 2.11 conflict with any other provisions of this Indenture, the provisions of this Section 2.11 shall control; and
(d) the rights of Holders of such Series shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Holders and the Clearing Agency and/or the Clearing Agency Participants. Unless and until Definitive Notes are issued pursuant to Section 2.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the Book-Entry Notes to such Clearing Agency Participants.
Appears in 1 contract
Sources: Indenture (Comed Funding LLC)
Book-Entry Notes. Unless the applicable Trust Trustee's Issuance Certificate or Series Supplement, if any, provides otherwise, all of the related Series of Notes shall be issued in Book-Entry Form, and the Note Issuer shall execute and the Indenture Trustee shall, in accordance with this Section and the Issuer Order with respect to such Series, authenticate and deliver one or more Global Notes, evidencing the Notes of such Series which (i) shall be an aggregate original principal amount equal to the aggregate original principal amount of such Notes to be issued pursuant to the applicable Issuer Order, (ii) shall be registered in the name of the Clearing Agency therefor or its nominee, which shall initially be Cede & Co., as nominee for The Depository Trust Company, the initial Clearing Agency, (iii) shall be delivered by the Indenture Trustee to such Clearing Agency's or such nominee's instructions, and (iv) shall bear a legend substantially to the following effect: "TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN THE CLEARING AGENCY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE." Each Clearing Agency designated pursuant to this Section 2.11 must, at the time of its designation and at all times while it serves as Clearing Agency hereunder, be a "clearing agency" registered under the Exchange Act and any other applicable statute or regulation. No Holder of any such Series of Notes issued in Book-Entry Form shall receive a Definitive Note representing such Holder's interest in any such Notes, except as provided in Section 2.13 or in the applicable Trust Trustee's Issuance Certificate or Series Supplement, if any, relating to such Notes. Unless (and until) certificated, fully registered Notes of any Series (the "Definitive Notes") have been issued to the Holders of such Series pursuant to Section 2.13 or pursuant to any applicable Trust Trustee's Issuance Certificate or Series Supplement, if any, relating thereto:
(a) the provisions of this Section 2.11 shall be in full force and effect;
(b) the Note Issuer, the Servicer, the Paying Agent, the Note Registrar and the Indenture Trustee may deal with the Clearing Agency for all purposes (including the making of distributions on the Notes of such Series) as the authorized representatives of the Holders of such Series;
(c) to the extent that the provisions of this Section 2.11 conflict with any other provisions of this Indenture, the provisions of this Section 2.11 shall control; and
(d) the rights of Holders of such Series shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Holders and the Clearing Agency and/or the Clearing Agency Participants. Unless and until Definitive Notes Note are issued pursuant to Section 2.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the Book-Entry Notes notes to such Clearing Agency Participants.
Appears in 1 contract
Sources: Indenture (Illinois Power Securitization Limited Liability Co)
Book-Entry Notes. Unless (a) If provided in the applicable Trust Issuance Certificate or related Series Supplement, if anythe Notes of such Series, provides otherwiseupon original issuance, all shall be issued in the form of Book-Entry Notes, to be delivered to the depository specified in such Series Supplement (the “Depository,”) which shall be the Clearing Agency or Foreign Clearing Agency. The Notes of each Series issued as Book-Entry Notes shall, unless otherwise provided in the related Series Supplement, initially be registered on the Note Register in the name of the nominee of the Clearing Agency or Foreign Clearing Agency. Unless otherwise provided in a related Series Supplement, no Note Owner of Notes issued as Book-Entry Notes will receive a definitive note representing such Note Owner’s interest in the related Series of Notes, except as provided in Section 2.18.
(b) For each Series of Notes shall to be issued in Book-Entry Formregistered form, the Issuer shall duly execute, and the Note Issuer shall execute and the Indenture Trustee shall, in accordance with this Section and the Issuer Order with respect to such Series2.4 hereof, authenticate and deliver initially, unless otherwise provided in the applicable Series Supplement, one or more Global Notes, evidencing the Notes of such Series which (i) that shall be an aggregate original principal amount equal to registered on the aggregate original principal amount Note Register in the name of a Clearing Agency or Foreign Clearing Agency or such Notes to be issued pursuant to the applicable Issuer Order, (ii) shall be Clearing Agency’s or Foreign Clearing Agency’s nominee. Each Global Note registered in the name of the Clearing Agency therefor DTC or its nominee, which shall initially be Cede & Co., as nominee for The Depository Trust Company, the initial Clearing Agency, (iii) shall be delivered by the Indenture Trustee to such Clearing Agency's or such nominee's instructions, and (iv) shall bear a legend substantially to the following effect: "TRANSFERS UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THIS GLOBAL THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, TO OPORTUN FUNDING VII, LLC OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE SHALL BE LIMITED TO TRANSFERS ISSUED IS REGISTERED IN THE CLEARING AGENCY NAME OF CEDE & CO. (“CEDE”) OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE OR TO A SUCCESSOR THEREOF SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO TRANSFERS MADE IN ACCORDANCE WITH ANY PERSON IS WRONGFUL SINCE THE RESTRICTIONS SET FORTH IN THE INDENTURE." Each REGISTERED OWNER HEREOF, CEDE, HAS AN INTEREST HEREIN. So long as the Clearing Agency designated or Foreign Clearing Agency or its nominee is the registered owner or holder of a Global Note, the Clearing Agency or Foreign Clearing Agency or its nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by such Global Note for purposes of this Indenture and such Notes. Members of, or participants in, the Clearing Agency or Foreign Clearing Agency shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Clearing Agency or Foreign Clearing Agency, and the Clearing Agency or Foreign Clearing Agency may be treated by the Issuer, the Servicer, the Trustee, any Agent and any agent of such entities as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Servicer, the Trustee, any Agent and any agent of such entities from giving effect to any written certification, proxy or other authorization furnished by the Clearing Agency or Foreign Clearing Agency or impair, as between the Clearing Agency or Foreign Clearing Agency and its agent members, the operation of customary practices governing the exercise of the rights of a holder of any Note.
(c) Subject to Section 2.6(a)(xi), the provisions of the “Operating Procedures of the Euroclear System” and the “Terms and Conditions Governing Use of Euroclear” and such procedures governing the use of such Clearing Agencies as may be enacted from time to time shall be applicable to a Global Note insofar as interests in such Global Note are held by the agent members of Euroclear or Clearstream. Account holders or participants in Euroclear and Clearstream shall have no rights under this Indenture with respect to such Global Note and the registered holder may be treated by the Issuer, the Servicer, the Trustee, any Agent and any agent of the Issuer or the Trustee as the owner of such Global Note for all purposes whatsoever.
(d) Title to the Notes shall pass only by registration in the Note Register maintained by the Transfer Agent and Registrar pursuant to this Section 2.11 must, at the time of its designation and at all times while it serves as Clearing Agency hereunder, be a "clearing agency" registered under the Exchange Act and any other applicable statute 2.6.
(e) Any typewritten Note or regulation. No Holder of any such Series of Notes issued in representing Book-Entry Form Notes shall receive provide that they represent the aggregate or a Definitive specified amount of outstanding Notes from time to time endorsed thereon and may also provide that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of a typewritten Note or Notes representing Book-Entry Notes to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Note Owners represented thereby, shall be made in such Holder's interest manner and by such Person or Persons as shall be specified therein or in the Issuer Order to be delivered to the Trustee pursuant to Section 2.4(b). The Trustee shall deliver and redeliver any such Notes, except as provided typewritten Note or Notes representing Book-Entry Notes in Section 2.13 the manner and upon instructions given by the Person or Persons specified therein or in the applicable Trust Issuance Certificate Issuer Order. Any instructions by the Issuer with respect to endorsement or Series Supplement, if any, relating to such Notes. delivery or redelivery of a typewritten Note or Notes representing the Book-Entry Notes shall be in writing but need not comply with Section 13.3 hereof and need not be accompanied by an Opinion of Counsel.
(f) Unless (and until) certificateduntil definitive, fully registered Notes of any Series or any Class thereof (the "“Definitive Notes"”) have been issued to the Holders Note Owners with respect to any Series of such Series Notes initially issued as Book-Entry Notes pursuant to Section 2.13 2.18 or pursuant to any the applicable Trust Issuance Certificate or Series Supplement, if any, relating thereto:
(ai) the provisions of this Section 2.11 2.16 shall be in full force and effecteffect with respect to each such Series;
(bii) the Note Issuer, the Seller, the Servicer, the Paying Agent, the Note Transfer Agent and Registrar and the Indenture Trustee may deal with the Clearing Agency or Foreign Clearing Agency and the Clearing Agency Participants for all purposes of this Indenture (including the making of distributions payments on the Notes of each such SeriesSeries and the giving of instructions or directions hereunder) as the authorized representatives of the Holders of such SeriesNote Owners;
(ciii) to the extent that the provisions of this Section 2.11 2.16 conflict with any other provisions of this Indenture, the provisions of this Section 2.11 2.16 shall control; and;
(div) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of such Series of Notes evidencing a specified percentage of the outstanding principal amount of such Series of Notes, the Clearing Agency or Foreign Clearing Agency, as applicable, shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or their related Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in such Series of Notes and has delivered such instructions to the Trustee;
(v) the rights of Holders Note Owners of each such Series shall be exercised only through the Clearing Agency or Foreign Clearing Agency and the their related Clearing Agency Participants and shall be limited to those established by law Law and agreements between such Holders Note Owners and the related Clearing Agency or Foreign Clearing Agency and/or the Clearing Agency Participants. Unless Pursuant to the Depository Agreement applicable to a Series, unless and until Definitive Notes of such Series are issued pursuant to Section 2.132.18, the initial applicable Clearing Agency Agencies or Foreign Clearing Agencies will make book-entry transfers among the their related Clearing Agency Participants and receive and transmit distributions payments of principal and interest on the Book-Entry such Series of Notes to such Clearing Agency Participants; and
(vi) Note Owners may receive copies of any reports sent to Noteholders of the relevant Series generally pursuant to the Indenture, upon written request, together with a certification that they are Note Owners and payments of reproduction and postage expenses associated with the distribution of such reports, from the Trustee at the Corporate Trust Office.
Appears in 1 contract
Book-Entry Notes. Unless the applicable Trust Issuance Certificate or Series Supplement, if any, provides otherwise, all of the related (a) For each Series of Notes shall to be issued in Book-Entry Formregistered form, CPF shall duly execute the Notes, and the Note Issuer shall execute and the Indenture Trustee shall, in accordance with this Section and the Issuer Order with respect to such Series2.4 hereof, authenticate and deliver initially one or more Global Notes, evidencing the Notes of such Series which that (i) shall be an aggregate original principal amount equal to the aggregate original principal amount of such Notes to be issued pursuant to the applicable Issuer Order, (iia) shall be registered on the Note Register in the name of the Clearing Agency therefor DTC or its DTC’s nominee, which shall initially be Cede & Co., as nominee for The Depository Trust Company, the initial Clearing Agency, (iii) shall be delivered by the Indenture Trustee to such Clearing Agency's or such nominee's instructions, and (ivb) shall bear a legend legends substantially to the following effect: "TRANSFERS UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THIS GLOBAL THE DEPOSITORY TRUST COMPANY (“DTC”), TO CENTRE POINT FUNDING, LLC OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE SHALL BE LIMITED TO TRANSFERS ISSUED IS REGISTERED IN THE CLEARING AGENCY NAME OF CEDE & CO. (“CEDE”) OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE OR TO A SUCCESSOR THEREOF SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO TRANSFERS MADE IN ACCORDANCE WITH ANY PERSON IS WRONGFUL SINCE THE RESTRICTIONS SET FORTH IN THE INDENTUREREGISTERED OWNER HEREOF, CEDE, HAS AN INTEREST HEREIN. So long as DTC or its nominee is the registered owner or holder of a Global Note, DTC or its nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by such Global Note for purposes of this Indenture and such Notes. Members of, or participants in, DTC shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC, and DTC may be treated by CPF, the Trustee, the Registrar, any Paying Agent and any Agent of such entities as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent CPF, the Trustee, the Registrar, any Paying Agent and any Agent of such entities from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its agent members, the operation of customary practices governing the exercise of the rights of the holder of a beneficial interest in any Note." Each
(b) The then currently applicable provisions of the relevant Clearing Agency designated pursuant shall be applicable to beneficial interests in the Global Notes. Account holders or participants in DTC, Euroclear and Clearstream shall have no rights under this Section 2.11 mustIndenture with respect to such Global Note, at and the time of its designation and at all times while it serves as Clearing Agency hereunderregistered holder may be treated by CPF, be a "clearing agency" registered under the Exchange Act Trustee, the Registrar and any other applicable statute or regulation. No Holder Paying Agent and any Agent of any such Series entities as the owner of such Global Note for all purposes whatsoever.
(c) Title to the Notes issued shall pass only by registration in the Note Register maintained by the Registrar pursuant to Section 2.6.
(d) Any typewritten Note or Notes representing Book-Entry Form Notes shall receive provide that they represent the aggregate or a Definitive specified amount of Outstanding Notes from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Notes represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a typewritten Note or Notes representing Book-Entry Notes to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Note Owners represented thereby, shall be made in such Holder's interest manner and by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 2.4. Subject to the provisions of Section 2.4, the Trustee shall deliver and redeliver any such Notes, except as provided typewritten Note or Notes representing Book-Entry Notes in Section 2.13 the manner and upon instructions given by the Person or Persons specified therein or in the applicable Trust Issuance Certificate Company Order. Any instructions by CPF with respect to endorsement or Series Supplement, if any, relating to such Notes. delivery or redelivery of a typewritten Note or Notes representing the Book-Entry Notes shall be in writing but need not comply with Section 2.4 hereof and need not be accompanied by an Opinion of Counsel.
(e) Unless (and until) certificated, fully registered until Definitive Notes of any Series (the "Definitive Notes") have been issued to the Holders of such Series all Note Owners pursuant to Section 2.13 or pursuant to any applicable Trust Issuance Certificate or Series Supplement, if any, relating thereto2.19:
(ai) the provisions of this Section 2.11 2.17 shall be in full force and effect;
(bii) the Note Issuer, the Servicer, the Paying Agent, the Note Registrar and the Indenture Trustee may deal with the Clearing Agency for all purposes of this Indenture (including the making of distributions payments on the Notes and the giving of such Seriesinstructions or directions hereunder) as the authorized representatives of the Holders of such SeriesNote Owners;
(ciii) to the extent that the provisions of this Section 2.11 2.17 conflict with any other provisions of this Base Indenture, the provisions of this Section 2.11 2.17 shall control;
(iv) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Invested Amount of the Notes, the applicable Clearing Agency shall be deemed to represent a percentage or principal amount in respect of any outstanding Global Notes only to the extent that it has received instructions to such effect from the applicable Note Owners and/or their related Clearing Agency Participants owning or representing, respectively, such percentage or principal amount of the beneficial interest in the Notes and has delivered such instructions or directions to the Trustee; and
(dv) the rights of Holders of such Series Note Owners shall be exercised only through the applicable Clearing Agency and the their related Clearing Agency Participants and shall be limited to those established by law and agreements between such Holders Note Owners and the their related Clearing Agency and/or the Clearing Agency Participants. Unless and until Definitive Notes are issued pursuant to Section 2.132.19, the initial applicable Clearing Agency Agencies will make book-entry transfers among the their related Clearing Agency Participants and receive and transmit distributions payments of principal and interest on the Book-Entry Notes to such Clearing Agency Participants.
Appears in 1 contract
Book-Entry Notes. Unless the applicable Trust Trustee's Issuance Certificate or Series Supplement, if any, provides otherwise, all of the related Series of Notes shall be issued in Book-Entry Form, and the Note Issuer shall execute and the Indenture Trustee shall, in accordance with this Section and the Issuer Order with respect to such Series, authenticate and deliver one or more Global Notes, evidencing the Notes of such Series which (i) shall be an aggregate original principal amount equal to the aggregate original principal amount of such Notes to be issued pursuant to the applicable Issuer Order, (ii) shall be registered in the name of the Clearing Agency therefor or its nominee, which shall initially be Cede & Co., as nominee for The Depository Trust Company, the initial Clearing Agency, (iii) shall be delivered by the Indenture Trustee to such Clearing Agency's or such nominee's instructions, and (iv) shall bear a legend substantially to the following effect: "TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN THE CLEARING AGENCY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURETransfers of this Global Note shall be limited to transfers in the Clearing Agency or to a successor thereof or such successor's nominee and transfers of portions of this Global Note shall be limited to transfers made in accordance with the restrictions set forth in the Indenture." Each Clearing Agency designated pursuant to this Section 2.11 must, at the time of its designation and at all times while it serves as Clearing Agency hereunder, be a "clearing agency" registered under the Exchange Act and any other applicable statute or regulation. No Holder of any such Series of Notes issued in Book-Entry Form shall receive a Definitive Note representing such Holder's interest in any such Notes, except as provided in Section 2.13 or in the applicable Trust Trustee's Issuance Certificate or Series Supplement, if any, relating to such Notes. Unless (and until) certificated, fully registered Notes of any Series (the "Definitive Notes") have been issued to the Holders of such Series pursuant to Section 2.13 or pursuant to any applicable Trust Trustee's Issuance Certificate or Series Supplement, if any, relating thereto:
(a) the provisions of this Section 2.11 shall be in full force and effect;
(b) the Note Issuer, the Servicer, the Paying Agent, the Note Registrar and the Indenture Trustee may deal with the Clearing Agency for all purposes (including the making of distributions on the Notes of such Series) as the authorized representatives of the Holders of such Series;
(c) to the extent that the provisions of this Section 2.11 conflict with any other provisions of this Indenture, the provisions of this Section 2.11 shall control; and
(d) the rights of Holders of such Series shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Holders and the Clearing Agency and/or the Clearing Agency Participants. Unless and until Definitive Notes Note are issued pursuant to Section 2.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the Book-Entry Notes notes to such Clearing Agency Participants.
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Sources: Indenture (Comed Funding LLC)