Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner shall receive a Definitive Note (as defined below) representing such Note Owner’s interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to Note Owners pursuant to Section 2.12: (i) the provisions of this Section shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee, and their respective directors, officers, employees and agents, may deal with the Clearing Agency for all purposes (including the payment of principal of and interest and other amounts on the Notes) as the authorized representative of the Note Owners; (iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement; and unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes, the 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 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.
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Book-Entry Notes. The Notes, upon original issuance, (a) Each Class of Notes will be issued in the form of typewritten Notes or Global Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Clearing Agency, Depository or to the Securities Administrator as custodian for the initial Depository by, or on behalf of, the Issuer. Such The Book-Entry Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing AgencyDepository, and no Note Owner shall Noteholder thereof will receive a Definitive Note (as defined below) representing such Note OwnerNoteholder’s interest in such Note, except as provided in Section 2.12. 2.11.
(b) Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to Note Owners such Noteholders pursuant to Section 2.122.11:
(i) the provisions of this Section shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee, and their respective directors, officers, employees and agents, may Trustee shall be entitled to deal with the Clearing Agency Depository for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the NotesNotes and the giving of instructions or directions hereunder) as the authorized representative sole holder of the Note OwnersNotes, and shall have no obligation to the Noteholders;
(iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control;; and
(iv) the rights of Note Owners Noteholders shall be exercised only through the Clearing Agency Depository and shall be limited to those established by law and agreements between such Note Owners Noteholders and the Clearing Agency Depository and/or the Clearing Agency Participants pursuant to the Note Depository Agreement; and unless Participants.
(c) Unless and until Definitive Notes are issued pursuant to Section 2.12, 2.11:
(i) the Note Registrar shall not register any transfer of a beneficial interest in a Book-Entry Note;
(ii) the initial Clearing Agency Depository will make book-entry transfers among the Clearing Agency Depository Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such Clearing Agency Depository Participants; and
(viii) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of Notes evidencing a specified percentage of the Outstanding Amount Balance of the Notes (or the Priority Class Notes), the Clearing Agency Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners Noteholders and/or Clearing Agency Depository Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.
Appears in 1 contract
Sources: Indenture (First NLC Trust 2005-1)
Book-Entry Notes. The Unless otherwise provided in the related Terms Supplement, the Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust CompanyDTC, the initial Clearing AgencyDepository, by, or on behalf of, the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Clearing AgencyDepository, and no Note Owner shall will receive a Definitive Note (as defined below) representing such Note Owner’s 's interest in such Note, except as provided in Section 2.122.16. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to Note Owners pursuant to Section 2.122.16:
(i) the provisions of this Section shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee, and their respective directors, officers, employees and agents, Trustee may deal with the Clearing Agency Depository for all purposes (including the payment of principal of and interest and other amounts on the Notes) as the authorized representative of the Note Owners;
(iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control;
(iv) the rights of Note Owners shall be exercised only through the Clearing Agency Depository and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency Depository and/or the Clearing Agency Depository Participants pursuant to the Note Depository Agreement; and unless Agreements. Unless and until Definitive Notes are issued pursuant to Section 2.122.16, the initial Clearing Agency Depository will make book-entry transfers among the Clearing Agency Depository Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such Clearing Agency Participants; and
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes, the Clearing Agency Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Depository Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.
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Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to The Depository Trust CompanyDTC, the initial Clearing Agency, by, or on behalf of, the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner shall will receive a Definitive Note (as defined below) representing such Note Owner’s 's interest in such Note, except as provided in Section 2.122.11. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to Note Owners pursuant to Section 2.122.11:
(i) the provisions of this Section 2.09 shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee, and their respective directors, officers, employees and agents, may Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the NotesNotes and the giving of instructions or directions hereunder) as the authorized representative sole holder of the Notes, and shall have no obligation to the Note Owners;
(iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control;
(iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant Participants. Pursuant to the Note Depository Agreement; and , unless and until Definitive Notes are issued pursuant to Section 2.122.11, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such Clearing Agency Participants; and
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing a specified percentage of the Outstanding Amount of the NotesPrincipal Amount, the 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 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.
Appears in 1 contract
Book-Entry Notes. The Class A-1 and Class A-2 Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner shall will receive a Definitive Note (as defined below) representing such Note Owner’s 's interest in such Book-Entry Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “Definitive Notes”"DEFINITIVE NOTES") have been issued to Note Owners pursuant to Section 2.12:
(i) the provisions of this Section shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee, and their respective directors, officers, employees and agents, Trustee may deal with the Clearing Agency for all purposes (including the payment of principal of and interest and other amounts on the Book-Entry Notes) as the authorized representative of the Note Owners;
(iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control;
(iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement; and unless . Unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Book-Entry Notes to such Clearing Agency Participants; and
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes, the 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 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.
Appears in 1 contract
Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the as initial Clearing Agency, byby the Issuer, or on behalf of, of the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner shall receive a definitive, fully registered note (a "Definitive Note (as defined belowNote") representing such Note Owner’s 's interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) have been issued to Note Owners pursuant to Section 2.12:
(i) the provisions of this Section shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee, and their respective directors, officers, employees and agents, may deal with the applicable Clearing Agency for all purposes (including the payment of principal of and interest and other amounts on the Notes) as the authorized representative of the Note Owners;
(iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control;
(iv) the rights of Note Owners shall be exercised only through the applicable Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the applicable Clearing Agency and/or the applicable Clearing Agency Participants pursuant to the Note Depository Agreement; and unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the applicable Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such applicable Clearing Agency Participants; and;
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of Notes evidencing a specified percentage of the Outstanding 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 applicable 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 TrusteeAdministrator; and
(vi) upon acquisition or transfer of a beneficial interest in any Book-Entry Note by, for or with the assets of, a Benefit Plan, such Note Owner shall be deemed to have represented that such acquisition or purchase will not constitute or otherwise result in: (i) in the case of a Benefit Plan subject to Title I of ERISA or Section 4975 of the Code, a non-exempt prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by a class or other applicable exemption and (ii) in the case of a Benefit Plan subject to a substantially similar federal, state, local or foreign law, a non-exempt violation of such substantially similar law. Any transfer found to have been made in violation of such deemed representation shall be null and void and of no effect.
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Book-Entry Notes. The (a) Unless otherwise provided in any applicable Series Supplement (including with respect to Uncertificated Notes), the Notes of each Class, Subclass or Tranche of each Series, upon original issuance, will shall be issued in the form of typewritten Notes representing the Book-Entry Notes, to be Notes and delivered to The Depository Trust Company, the initial depository (or its custodian) specified in such Series Supplement (the “Depository”) which shall be the Clearing Agency, by, or Agency on behalf ofof such Series or such Class, Subclass or Tranche. The Notes of each Class, Subclass or Tranche of each Series shall, unless otherwise provided in the Issuer. Such Notes shall applicable Series Supplement (including with respect to Uncertificated Notes), initially be registered on the Note Register in the name of Cede & Co., the Clearing Agency or the nominee of the initial Clearing Agency, and no . No Note Owner shall will receive a Definitive Note (as defined below) definitive note representing such Note Owner’s interest in such Notethe related Series of Notes, except as provided in Section 2.122.13. Unless and until definitive, fully registered Notes of any Series or any Class, Subclass or Tranche of any Series (the “Definitive Notes”) have been issued to Note Owners pursuant to Section 2.12:2.13 (or as otherwise set forth in any applicable Series Supplement with respect to Uncertificated Notes):
(i) the provisions of this Section 2.12 shall be in full force and effecteffect with respect to each such Series, Class, Subclass or Tranche;
(ii) the Issuer, the Paying Agent, the Note Registrar Registrar, the Trustee, the Servicer and the Indenture Trustee, and their respective directors, officers, employees and agents, Controlling Class Representative may deal with the Clearing Agency and the applicable Clearing Agency Participants for all purposes (including the payment of principal of of, premium, if any, and interest and other amounts on the NotesNotes and the giving of instructions or directions hereunder or under the applicable Series Supplement) as the authorized representative sole Holder of the Notes, and shall have no obligation to the Note Owners;
(iii) to the extent that the provisions of this Section 2.12 conflict with any other provisions of this the Indenture, the provisions of this Section 2.12 shall controlcontrol with respect to each such Series of the Notes or such Class, Subclass or Tranche;
(iv) subject to the rights of the Servicer and the Controlling Class Representative under the Indenture, and except for the rights granted pursuant to Section 11.5(b), the rights of Note Owners of each such Series, Class, Subclass or Tranche of Notes shall be exercised only through the Clearing Agency and the applicable Clearing Agency Participants and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant Participants, and all references in the Indenture to actions by the Noteholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in the Indenture to distributions, notices, reports and statements to the Noteholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Notes of such Series, Class, Subclass or Tranche for distribution to the Note Depository Agreement; and unless and until Definitive Notes are issued pursuant to Section 2.12, Owners in accordance with the initial Clearing Agency will make book-entry transfers among Applicable Procedures of the Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such Clearing Agency ParticipantsAgency; and
(v) subject to the rights of the Servicer and the Controlling Class Representative under the Indenture and the rights granted pursuant to Section 11.5(b), whenever this the Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of Notes evidencing a specified percentage of the Aggregate Outstanding Principal Amount of Notes or the NotesOutstanding Principal Amount of a Series or Class, Subclass or Tranche, 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 Outstanding Notes or such Series or such Class, Subclass or Tranche of such Series of Notes Outstanding, as the case may be, and has delivered such instructions in writing to the Indenture Trustee.
(b) Pursuant to the Depository Agreement applicable to a Series, Class, Subclass or Tranche, unless and until Definitive Notes of such Series, Class, Subclass or Tranche, are issued pursuant to Section 2.13 (or as otherwise set forth in any applicable Series Supplement with respect to Uncertificated Notes), the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal, premium, if any, and interest on the Notes to such Clearing Agency Participants.
(c) Whenever notice or other communication to the Noteholders is required under the Indenture, unless and until Definitive Notes shall have been issued to Note Owners pursuant to Section 2.13, the Trustee and the Issuer shall give all such notices and communications specified herein to be given to Noteholders to the applicable Clearing Agency for distribution to the Note Owners in accordance with the Applicable Procedures of each Clearing Agency.
Appears in 1 contract
Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner shall of any Class of Notes will receive a Definitive Note (as defined below) representing such Note Owner’s 's interest in such Book-Entry Note, except as provided in Section 2.121.12. Unless and until definitive, fully registered Notes (the “Definitive Notes”"DEFINITIVE NOTES") have been issued to Note Owners pursuant to Section 2.121.12:
(i) the provisions of this Section shall be in full force and effect;
(ii) the Issuer, the Note Registrar and the Indenture Trustee, and their respective directors, officers, employees and agents, Trustee may deal with the Clearing Agency for all purposes (including the payment of principal of and interest and other amounts on the Book-Entry Notes) as the authorized representative sole holder of the Notes, and shall have no obligation to the Note OwnersOwners of any Class of Notes;
(iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control;
(iv) the rights of Note Owners of each Class of Notes shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement; and unless . Unless and until Definitive Notes are issued pursuant to Section 2.121.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Book-Entry Notes to such Clearing Agency Participants; and;
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of any Class of Notes evidencing a specified percentage of the Outstanding Note Principal Amount of the such Class of Notes, the 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 Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the applicable Class of Notes and has delivered such instructions to the Indenture Trustee; and
(vi) each Note Owner, by its acceptance of its interest in a Note, shall be deemed to have made the representations and to have bound itself by the agreements set forth pursuant to Section 1.06 and to have agreed to treat the Notes as indebtedness for all tax and financial reporting purposes.
Appears in 1 contract
Sources: Indenture (Uici)
Book-Entry Notes. The Notes, upon original issuance, will ---------------- be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner shall receive a Definitive Note (as defined below) representing such Note Owner’s 's interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to Note Owners pursuant to Section 2.12:
(i) the provisions of this Section shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee, and their respective directors, officers, employees and agents, may deal with the Clearing Agency for all purposes (including the payment of principal of and interest and other amounts on the Notes) as the authorized representative of the Note Owners;
(iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control;
(iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement; and unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such Clearing Agency Participants; and
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes, the 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 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.
Appears in 1 contract
Sources: Indenture (SLM Funding Corp)
Book-Entry Notes. The Class A Notes, upon original issuance, will shall be issued in the form of one or more typewritten Class A Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Clearing Agency in accordance with the Clearing Agency, 's rules by, or on behalf of, the IssuerSeller. Such The Notes shall of each Series shall, unless otherwise provided in the Related Supplement, initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner shall Noteholder will receive a Definitive Note (as defined below) definitive certificate representing such Note Owner’s Noteholder's interest in such Notethe Class A Notes, except as provided in Section 2.122.15. Unless and until definitive, fully registered Class A Notes (the “"Definitive Notes”") have been issued to Note Owners pursuant to Section 2.12Noteholders:
(ia) the provisions of this Section 2.13 shall be in full force and effecteffect with respect to the Class A Notes;
(iib) the Seller, the Servicer, the Paying Agent, the Note Registrar Registrar, the Collateral Agent and the Indenture Trustee, and their respective directors, officers, employees and agents, Issuer may deal with the related Clearing Agency and the related Clearing Agency Participants for all purposes (including the payment making of principal of and interest and other amounts distributions on the Class A Notes) as the authorized representative representatives of the Note Ownerssuch Noteholders;
(iiic) to the extent that the provisions of this Section 2.13 conflict with any other provisions of this Indenture, the provisions of this Section 2.13 shall control;; and
(ivd) the rights of Note Owners the Noteholders shall be exercised only through the Clearing Agency and the applicable Clearing Agency Participants and shall be limited to those established by law and agreements between such Note Owners Noteholders and the Clearing Agency and/or the Clearing Agency Participants pursuant Participants. Pursuant to the Note Depository Agreement; and , unless and until Definitive Notes are issued pursuant to Section 2.122.15, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest and other amounts on the Class A Notes to such Clearing Agency Participants; and
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes, the 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 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.
Appears in 1 contract
Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner shall will receive a Definitive Note (as defined below) representing such Note Owner’s 's interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “Definitive Notes”"DEFINITIVE NOTES") have been issued to Note Owners pursuant to Section 2.12:
(i) the provisions of this Section shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee, and their respective directors, officers, employees and agents, may Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the NotesNotes and the giving of instructions or directions hereunder) as the authorized representative sole Holder of the Notes, and shall have no obligation to the Note Owners;
(iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control;
(iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant Participants. Pursuant to the Note Depository Agreement; and , unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such Clearing Agency Participants; and;
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes, the 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 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
(vi) Note Owners may receive copies of any reports sent to Noteholders pursuant to this Indenture, upon written request, together with a certification that they are Note Owners and payment of reproduction and postage expenses associated with the distribution of such reports, from the Indenture Trustee at the Corporate Trust Office.
Appears in 1 contract
Book-Entry Notes. The Notes, upon original issuance, Each Class of Notes will be issued in the form of typewritten Notes or Global Securities representing the Book-Book Entry Notes, to be delivered to, or to The Depository Trust Companythe Indenture Trustee as custodian for, the initial Clearing Agency, by, or on behalf of, the Issuer. Such The Book Entry Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner shall thereof will receive a Definitive Note (as defined below) representing such Note Owner’s interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.12:
(i) the provisions of this Section shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee, and their respective directors, officers, employees and agents, may Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the NotesNotes and the giving of instructions or directions hereunder) as the authorized representative sole holder of the Notes, and shall have no obligation to the Note Owners;
(iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control;
(iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement; and unless . Unless and until Definitive Notes are issued pursuant to Section 2.12, neither the Indenture Trustee nor the Note Registrar shall register any transfer of a beneficial interest in a Book-Entry Note; and the initial Clearing Agency will make book-book entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such Clearing Agency Participants; and
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing a specified percentage of the Outstanding Amount Balance of the Notes (or the Priority Class Notes), the 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 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.
Appears in 1 contract
Sources: Indenture (Sasco Mortgage Loan Trust Series 2003-Gel1)
Book-Entry Notes. The (a) Unless otherwise provided in any applicable HVIF Series Supplement, the HVIF Notes of each Series of HVIF Notes, upon original issuance, will shall be issued in the form of typewritten HVIF Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial depository specified in such HVIF Series Supplement (the “Depository”) which shall be the Clearing Agency, by, or Agency on behalf ofof such Series of HVIF Notes. The HVIF Notes of each Series of HVIF Notes shall, unless otherwise provided in the Issuer. Such Notes shall applicable HVIF Series Supplement, initially be registered on the Note Register in the name of Cede & Co., the Clearing Agency or the nominee of the initial Clearing Agency, and no . No Note Owner shall will receive a Definitive Note (as defined below) definitive note representing such Note Owner’s interest in such Notethe related Series of HVIF Notes, except as provided in Section 2.122.13 of this Base Indenture. Unless and until definitive, fully registered HVIF Notes of any Series of HVIF Notes (the “Definitive Notes”) have been issued to Note Owners pursuant to Section 2.122.13 of this Base Indenture:
(i) the provisions of this Section 2.12 shall be in full force and effecteffect with respect to each such Series of HVIF Notes;
(ii) HVIF, the Note Paying Agent, the Registrar and the Indenture Trustee, and their respective directors, officers, employees and agents, Trustee may deal with the Clearing Agency and the applicable Clearing Agency Participants for all purposes (including the payment of principal of and interest and other amounts on the NotesHVIF Notes and the giving of instructions or directions hereunder) as the authorized representative sole HVIF Noteholder of such Series of HVIF Notes, and shall have no obligation to the Note Owners;
(iii) to the extent that the provisions of this Section 2.12 conflict with any other provisions of this Base Indenture, the provisions of this Section 2.12 shall controlcontrol with respect to each such Series of HVIF Notes;
(iv) the rights of Note Owners of each such Series of HVIF Notes shall be exercised only through the Clearing Agency and the applicable Clearing Agency Participants and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant Participants, and all references in this Base Indenture to actions by the HVIF Noteholders (or the portion of the HVIF Noteholders represented by the HVIF Noteholders of such Series of HVIF Notes) shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Base Indenture to distributions, notices, reports and statements to the HVIF Noteholders (or the portion of the HVIF Noteholders represented by the HVIF Noteholders of such Series of HVIF Notes) shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the HVIF Notes of such Series of HVIF Notes, for distribution to the Note Depository Agreement; and unless and until Definitive Notes are issued pursuant to Section 2.12, Owners in accordance with the initial Clearing Agency will make book-entry transfers among procedures of the Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such Clearing Agency ParticipantsAgency; and
(v) whenever this Base Indenture requires or permits actions to be taken based upon instructions or directions of HVIF Noteholders of Notes evidencing a specified percentage of the Outstanding Amount principal amount of the Outstanding HVIF 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 Outstanding HVIF Notes and has delivered such instructions to the Indenture Trustee. Pursuant to the Depository Agreement applicable to a Series of HVIF Notes, unless and until Definitive Notes of such Series of HVIF Notes are issued pursuant to Section 2.13 of this Base Indenture, 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 HVIF Notes to such Clearing Agency Participants.
(b) Whenever notice or other communication to any HVIF Noteholder is required under this Base Indenture, unless and until Definitive Notes shall have been issued to the Note Owner with respect thereto pursuant to Section 2.13 of this Base Indenture, the Trustee and HVIF shall give all such notices and communications specified herein to be given to such HVIF Noteholder to the applicable Clearing Agency for distribution to such Note Owner.
Appears in 1 contract
Sources: Base Indenture (Hertz Corp)
Book-Entry Notes. The Notes, upon original issuance, Notes will be issued in the form of typewritten Notes or Global Securities representing the Book-Entry Notes, to be delivered to, or to The Depository Trust Companythe Indenture Trustee as custodian for, the initial Clearing Agency, by, or on behalf of, the Issuer. Such The Book-Entry Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner shall thereof will receive a Definitive Note (as defined below) representing such Note Owner’s interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.12:
(i) the provisions of this Section 2.10 shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee, and their respective directors, officers, employees and agents, may Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the NotesNotes and the giving of instructions or directions hereunder) as the authorized representative sole holder of the Notes, and shall have no obligation to the Note Owners;
(iii) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this Indenture, the provisions of this Section 2.10 shall control;
(iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement; and unless . Unless and until Definitive Notes are issued pursuant to Section 2.12, neither the Indenture Trustee nor the Note Registrar shall register any transfer of a beneficial interest in a Book-Entry Note; and the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such Clearing Agency Participants; and
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing a specified percentage of the Outstanding Amount Balance of the Notes, the 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 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.
Appears in 1 contract
Sources: Indenture (Greenpoint Mortgage Funding Trust 2006-He1)
Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, as the initial Clearing Agency, by, or on behalf of, the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner shall receive a Definitive Note (as defined below) representing such Note Owner’s 's interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to Note Owners pursuant to Section 2.12:
(i) the provisions of this Section shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee, and their respective directors, officers, employees and agents, may deal with the applicable Clearing Agency for all purposes (including the payment of principal of and interest and other amounts on the Notes) as the authorized representative of the Note Owners;
(iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control;
(iv) the rights of Note Owners shall be exercised only through the applicable Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the applicable Clearing Agency and/or the applicable Clearing Agency Participants pursuant to the Note Depository Agreement; and unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the applicable Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such applicable Clearing Agency Participants; and
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of Notes evidencing a specified percentage of the Outstanding 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 applicable 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.
Appears in 1 contract
Sources: Indenture (SLM Funding LLC)
Book-Entry Notes. The Unless otherwise specified in any related Indenture Supplement for any Series or Class, the Notes, upon original issuance, will shall be issued in the form of typewritten one or more Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, Agency or Foreign Clearing Agency on behalf of, of the Issuer. Such The Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Clearing AgencyAgency or Foreign Clearing Agency or its nominee, and no Note Owner shall beneficial owner of Notes will receive a Definitive Note (as defined below) definitive note representing such Note Ownerbeneficial owner’s interest in such Notethe Notes, except as provided in Section 2.122.13. Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) have been issued to Note Owners the applicable beneficial owners pursuant to Section 2.122.13 or as otherwise specified in any such Indenture Supplement:
(ia) the provisions of this Section 2.11 shall be in full force and effecteffect with respect to each such Series;
(iib) the Note Registrar Issuer, the Transferor and the Indenture Trustee, and their respective directors, officers, employees and agents, may Trustee shall be entitled to deal with the Clearing Agency or Foreign Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the Notesdistributions) as the authorized representative representatives of the Note Ownersbeneficial owners of the Notes;
(iiic) 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;control with respect to each such Series; and
(ivd) the rights of Note Owners the respective beneficial owners of each such Series shall be exercised only through the Clearing Agency or Foreign Clearing Agency and the applicable Clearing Agency Participants and shall be limited to those established by law and agreements between such Note Owners beneficial owners and the Clearing Agency or Foreign Clearing Agency and/or the Clearing Agency Participants pursuant Participants. Pursuant to the Note Depository Agreement; and Agreement applicable to a Series, unless and until Definitive Notes of such Series are issued pursuant to Section 2.122.13, the initial Clearing Agency will shall make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest and other amounts on the related Notes to such Clearing Agency Participants; and
(v) whenever . For purposes of any provision of this Indenture requires requiring or permits permitting actions to be taken based upon instructions with the consent of, or directions of at the direction of, Noteholders of Notes evidencing a specified percentage of the Outstanding Amount aggregate unpaid principal amount of the Notes, such direction or consent may be given by beneficial owners (acting through the Clearing Agency, the Foreign Clearing Agency, or the 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 Clearing Agency Participants Participants) owning or representing, respectively, such required percentage of the beneficial interest interests in the Notes and has delivered such instructions to evidencing the Indenture Trusteerequisite percentage of principal amount of Notes.
Appears in 1 contract
Sources: Master Indenture (Compucredit Corp)
Book-Entry Notes. The Notes, upon original issuancewhen authorized by an Issuer Order, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, by or on behalf of, of the Issuer. Such The Book-Entry Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner shall will receive a Definitive definitive Note (as defined below) representing such Note Owner’s 's interest in such Note, except as provided in Section 2.122.12 hereof. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.122.12 hereof:
(i) the provisions of this Section 2.10 shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee, and their respective directors, officers, employees and agents, may Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the NotesNotes and the giving of instructions or directions hereunder) as the authorized representative sole Holder of the Notes, and shall have no obligation to the Note Owners;
(iii) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this Indenture, the provisions of this Section 2.10 shall control;
; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement; and unless . Unless and until Definitive Notes are issued pursuant to Section 2.122.12 hereof, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such Clearing Agency Participants; and
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes, the 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 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.
Appears in 1 contract
Sources: Indenture (Painewebber Mort Accept Corp Iv Ditech Home Loan Ownr 1998-1)
Book-Entry Notes. The Notes, upon original issuance, ---------------- will be issued in the form of a typewritten Note or Notes representing the Book-Book- Entry Notes, to be delivered to The Depository Trust CompanyDTC, the initial Clearing Agency, by, by or on behalf of, of the Issuer. Such Notes initially shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner shall will receive a Definitive Note (as defined below) representing such Note Owner’s 's interest in such Note, except as provided in Section 2.122.11. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to ---------------- Note Owners pursuant to Section 2.122.11:
(i) the provisions of this Section 2.09 shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee, and their respective directors, officers, employees and agents, may Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the NotesNotes and the giving of instructions or directions hereunder) as the authorized representative sole holder of the Notes, and shall have no obligation to the Note Owners;
(iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control;
(iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant Participants. Pursuant to the Note Depository Agreement; and , unless and until Definitive Notes are issued pursuant to Section 2.122.11, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such Clearing Agency Participants; and
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing a specified percentage of the Outstanding Amount of the NotesPrincipal Amount, the 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 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.
Appears in 1 contract
Book-Entry Notes. The Notes, upon original issuancewhen authorized by an ---------------- Issuer Order, will be issued in book-entry form (the form of typewritten Notes representing the "Book-Entry Notes"), to be ---------------- delivered to The Depository Trust Company, the initial Clearing Agency, by, by or on behalf of, of the IssuerIssuer Trust. Such The Book-Entry Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner shall will receive a Definitive definitive Note (as defined below) representing such Note Owner’s 's interest in such Note, except as provided in Section 2.122.12 hereof. ------------ Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.12:2.12 hereof: ------------
(i) the provisions of this Section 2.10 shall be in full force and effect------------ effect with respect to such Notes;
(ii) the Note Registrar and the Indenture Trustee, and their respective directors, officers, employees and agents, may Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the NotesNotes and the giving of instructions or directions hereunder) as the authorized representative sole Holder of the Notes, and shall have no obligation to the Note Owners;
(iii) to the extent that the provisions of this Section 2.10 conflict ------------ with any other provisions of this Indenture, the provisions of this Section ------- 2.10 shall control;; ----
(iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement; and unless . Unless and until Definitive Notes are issued pursuant to Section 2.122.12 ------------ hereof, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such Clearing Agency Participants; and
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of Notes evidencing a specified percentage of the Outstanding Amount Voting Interests of the Outstanding Notes, the 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 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.
Appears in 1 contract
Book-Entry Notes. The Class A-1 Notes, Class A-2 Notes and the Subordinate Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company[ ], the initial Clearing Agency, by, or on behalf of, the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co.[ ], the nominee of the initial Clearing Agency, and no Note Owner shall will receive a Definitive Note (as defined below) representing such Note Owner’s 's interest in such Book-Entry Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “Definitive Notes”"DEFINITIVE NOTES") have been issued to Note Owners pursuant to Section 2.12:
(i) the provisions of this Section shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee, and their respective directors, officers, employees and agents, Trustee may deal with the Clearing Agency for all purposes (including the payment of principal of and interest and other amounts on the Book-Entry Notes) as the authorized representative of the Note Owners;
(iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control;
(iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement; and unless . Unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Book-Entry Notes to such Clearing Agency Participants; and
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received written instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such written instructions to the Indenture Trustee.
Appears in 1 contract
Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the as initial Clearing Agency, byby the Issuer, or on behalf of, of the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner shall receive a definitive, fully registered note (a "Definitive Note (as defined belowNote") representing such Note Owner’s 's interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) have been issued to Note Owners pursuant to Section 2.12:
(i) the provisions of this Section shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee, and their respective directors, officers, employees and agents, may deal with the applicable Clearing Agency for all purposes (including the payment of principal of and interest and other amounts on the Notes) as the authorized representative of the Note Owners;
(iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control;
(iv) the rights of Note Owners shall be exercised only through the applicable Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the applicable Clearing Agency and/or the applicable Clearing Agency Participants pursuant to the Note Depository Agreement; and unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the applicable Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such applicable Clearing Agency Participants; and;
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of Notes evidencing a specified percentage of the Outstanding 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 applicable 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 TrusteeAdministrator; and
(vi) upon acquisition or transfer of a beneficial interest in any Book-Entry Note by, for or with the assets of, a Benefit Plan, such Note Owner shall be deemed to have represented that such acquisition or purchase will not constitute or otherwise result in: (i) in the case of a Benefit Plan subject to Title I of ERISA or Section 4975 of the Code, a prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by a class or other applicable exemption and (ii) in the case of a Benefit Plan subject to a substantially similar federal, state, local or foreign law, a non-exempt violation of such substantially similar law. Any transfer found to have been made in violation of such deemed representation shall be null and void and of no effect.
Appears in 1 contract
Book-Entry Notes. The Notes (other than the Class A-2b Notes), upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to The Depository Trust CompanyDTC, the initial Clearing AgencyDepository, by, or on behalf of, the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner shall Noteholder of such Notes will receive a Definitive Note (as defined below) representing such Note Owner’s Noteholder's interest in such Note, except as provided in Section 2.122.11. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to Note Owners Noteholders pursuant to Section 2.122.11:
(ia) the provisions of this Section shall be in full force and effect;
(iib) the Note Registrar and the Indenture Trustee, and their respective directors, officers, employees and agents, may Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the NotesNotes and the giving of instructions or directions hereunder) as the authorized representative sole holder of the Note OwnersNotes, and shall have no obligation to the Noteholders;
(iiic) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control;
(ivd) the rights of Note Owners Noteholders shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners Noteholders and the Clearing Agency and/or the Clearing Agency Participants pursuant Participants. Pursuant to the Note Depository Agreement; and , unless and until Definitive Notes are issued pursuant to Section 2.122.11, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such Clearing Agency Participants; and
(ve) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of Notes evidencing a specified percentage of the Outstanding Amount of the NotesAmount, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners Noteholders and/or 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 in a form reasonably acceptable to the Indenture Trustee.
Appears in 1 contract
Book-Entry Notes. The Notes, upon original ---------------- issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner shall receive a Definitive Note (as defined below) representing such Note Owner’s 's interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to Note Owners pursuant to Section 2.12:
(i) the provisions of this Section shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee, and their respective directors, officers, employees and agents, may deal with the Clearing Agency for all purposes (including the payment of principal of and interest and other amounts on the Notes) as the authorized representative of the Note Owners;
(iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control;
(iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement; and unless and until Definitive De finitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such Clearing Agency Participants; and
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes, the 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 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.
Appears in 1 contract
Sources: Indenture (SLM Funding Corp)
Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, as the initial Clearing Agency, by, by or on behalf of, of the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner shall receive a definitive, fully registered note (a “Definitive Note (as defined belowNote”) representing such Note Owner’s interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) have been issued to Note Owners pursuant to Section 2.12:
(i) the provisions of this Section shall be in full force and effect;
(ii) the Note Registrar Registrar, the Indenture Administrator and the Indenture Trustee, and their respective directors, officers, employees and agents, may deal with the applicable Clearing Agency for all purposes (including the payment of principal of and interest and other amounts on the Notes) as the authorized representative of the Note Owners;
(iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control;
(iv) the rights of Note Owners shall be exercised only through the applicable Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the applicable Clearing Agency and/or the applicable Clearing Agency Participants pursuant to the Note Depository Agreement; and unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the applicable Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such applicable Clearing Agency Participants; and;
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of Notes evidencing a specified percentage of the Outstanding 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 applicable 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 Administrator and the Indenture Trustee; and
(vi) upon acquisition or transfer of a beneficial interest in any Book-Entry Note by, for or with the assets of, a Benefit Plan, such Note Owner shall be deemed to have represented that such acquisition or purchase will not constitute or otherwise result in: (i) in the case of a Benefit Plan subject to Title I of ERISA or Section 4975 of the Code, a non-exempt prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by a class or other applicable exemption and (ii) in the case of a Benefit Plan subject to a substantially similar federal, state, local or foreign law, a non-exempt violation of such substantially similar law. Any transfer found to have been made in violation of such deemed representation shall be null and void and of no effect.
Appears in 1 contract
Book-Entry Notes. The Notes, upon original issuance, will shall be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. Such The Book-Entry Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof shall receive a Definitive Note (as defined below) representing such Note Owner’s 's interest in such Note, except as provided in Section 2.122.13. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.122.13:
(ia) the provisions of this Section 2.11 shall be in full force and effect;
(iib) the Note Registrar and the Indenture Trustee, and their respective directors, officers, employees and agents, may Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the NotesNotes and the giving of instructions or directions hereunder) as the authorized representative sole Holder of the Notes, and shall have no obligation to the Note Owners;
(iiic) to the extent that the provisions of this Section 2.11 conflict with any other provisions of this Indenture, the provisions of this Section shall control;
(ivd) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement; and unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such Clearing Agency Participants; and
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes, the 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 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.Agency
Appears in 1 contract
Book-Entry Notes. The Unless otherwise provided in the applicable Officer’s Issuance Certificate, each series of Term Notes, upon original issuance, will shall be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, by or on behalf of, of the Issuer. Such Issuer and such Note or Notes shall initially be registered on the Note Register in the name of Cede & Co.the Note Depository (initially, the nominee of the initial Clearing Agency, and no ___). No Note Owner shall receive a Definitive Term Note (as defined below) representing such Note Owner’s interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Definitive Term Notes (the “Definitive Notes”) with respect to such Notes have been issued to such Note Owners pursuant to Section 2.12, with respect to such Notes:
(ia) the provisions of this Section 2.10 shall be in full force and effect;
(iib) the Note Registrar and the Indenture Trustee, and their respective directors, officers, employees and agents, may Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on such Notes and other amounts on the Notesgiving of instructions or directions hereunder) as the authorized representative sole Holder of such Notes and shall have no obligation to the Note Owners;
(iiic) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this Indenture, the provisions of this Section 2.10 shall control;
(ivd) the rights of the Note Owners shall be exercised only through the Clearing Agency and shall be limited to those rights established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement; Participants, and unless and until Definitive Term Notes are issued pursuant to Section 2.12, the initial Clearing Agency will shall make book-entry transfers among between the Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the such Notes to such Clearing Agency Participants, pursuant to the Note Depository Agreement; and
(ve) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has has: (i) received written instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has (ii) delivered such instructions to the Indenture Trustee.
Appears in 1 contract
Sources: Underwriting Agreement (Goldman Sachs Asset Backed Securities Corp)
Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Clearing Agency, byby the Issuer, or on behalf of, of the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner shall receive a definitive, fully registered note (a “Definitive Note (as defined belowNote”) representing such Note Owner’s interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) have been issued to Note Owners pursuant to Section 2.12:
(i) the provisions of this Section shall be in full force and effect;
(ii) the Note Registrar and Registrar, the Indenture Administrator, the Indenture Trustee, the Paying Agent and their respective directors, officers, employees and agents, may deal with the applicable Clearing Agency for all purposes (including the payment of principal of and interest and other amounts on the Notes) as the authorized representative of the Note Owners;
(iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control;
(iv) the rights of Note Owners shall be exercised only through the applicable Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the applicable Clearing Agency and/or the applicable Clearing Agency Participants pursuant to the Note Depository Agreement; and unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the applicable Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such applicable Clearing Agency Participants; and;
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of Notes evidencing a specified percentage of the Outstanding 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 applicable 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 Administrator and the Indenture Trustee; and
(vi) upon acquisition or transfer of a beneficial interest in any Book-Entry Note by, for or with the assets of, a Benefit Plan, such Note Owner shall be deemed to have represented that such acquisition or holding will not constitute or otherwise result in: (i) in the case of a Benefit Plan subject to Title I of ERISA or Section 4975 of the Code, a non-exempt prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by an applicable statutory or administrative exemption and (ii) in the case of a Benefit Plan subject to a substantially similar federal, state, local or foreign law, a non-exempt violation of such substantially similar law. Any transfer found to have been made in violation of such deemed representation shall be null and void and of no effect.
Appears in 1 contract
Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten a printed Note or Notes representing the Book-Entry Notes, to be delivered to The Depository Trust CompanyDTC, the initial Clearing Agency, by, or on behalf of, the IssuerIssuer (or held by the Indenture Trustee as custodian for DTC). Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner shall Noteholder will receive a Definitive Note (as defined below) representing such Note OwnerNoteholder’s interest in such Note, except as provided in Section 2.122.11. Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) have been issued to Note Owners Noteholders pursuant to Section 2.122.11:
(i) the provisions of this Section shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee, and their respective directors, officers, employees and agents, may Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the NotesNotes and the giving of instructions or directions hereunder) as the authorized representative sole holder of the Note OwnersNotes, and shall have no obligation to the Noteholders;
(iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control;
(iv) the rights of Note Owners Noteholders shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners Noteholders and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement; and unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such Clearing Agency Participants; and;
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of Notes evidencing a specified percentage of the Outstanding Amount of the NotesAmount, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners Noteholders and/or 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
(vi) Pursuant to the Note Depository Agreement, unless and until Definitive Notes are issued pursuant to Section 2.11, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants.
Appears in 1 contract
Book-Entry Notes. The NotesUnless otherwise provided in any related Indenture Supplement, the Notes of each Series and Class, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, Company (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. Such The Notes shall of each Series and Class shall, unless otherwise provided in the related Indenture Supplement, initially be registered on in the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency, and no Note Owner shall receive a Definitive Note (as defined below) representing such Note Owner’s interest in such Note, except as provided in Section 2.12. Unless and until definitive, definitive fully registered Notes (the “Definitive Notes”) are issued under the circumstances described in Section 2.12 or any applicable Indenture Supplement, no Note Owner shall be entitled to receive a Definitive Note representing such Note Owner’s interest in such Note. Unless and until Definitive Notes have been issued to the Note Owners pursuant to Section 2.122.12 or any applicable Indenture Supplement:
(i) the provisions of this Section 2.10 shall be in full force and effecteffect with respect to each such Series;
(ii) Issuer, the Note Registrar and the Indenture Trustee, and their respective officers, directors, officers, employees and agents, agents may deal with the Clearing Agency for all purposes (including the payment of principal of and interest and other amounts on the NotesNotes of each such Series) as the authorized representative of the respective Note Owners;
(iii) to the extent that the provisions of this Section conflict 2.10 conflicts with any other provisions of this Indenture, the provisions of this Section 2.10 shall controlcontrol with respect to each such Series;
(iv) the rights of the respective Note Owners of each 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 respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant Participants. Pursuant to the Note Depository Agreement; and Agreement applicable to a Series, unless and until Definitive Notes of such Series are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the related Notes to such Clearing Agency Participants; and
(v) whenever this Indenture or any applicable Indenture Supplement requires or permits actions to be taken based upon instructions instructions, directions, or directions the consent of Noteholders of Notes evidencing a specified percentage of the Outstanding Amount Principal Balance of the Notes or of a particular Series or Class of Notes, the 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 Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes such Notes, Series or Class, as applicable, and has delivered such instructions to the Indenture Trustee.
Appears in 1 contract
Sources: Master Indenture (Smurfit-Stone Container Enterprises Inc)
Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner shall receive a Definitive Note (as defined below) representing such Note Owner’s 's interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to Note Owners pursuant to Section 2.12:
(i) the provisions of this Section shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee, and their respective directors, officers, employees and agents, may deal with the Clearing Agency for all purposes (including the payment of principal of and interest and other amounts on the Notes) as the authorized representative of the Note Owners;
(iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control;
(iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement; and unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such Clearing Agency Participants; and
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes, the 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 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
(vi) upon acquisition or transfer of a beneficial interest in any Book-Entry Note by, for or with the assets of, an employee benefit plan or other retirement arrangement subject to Section 406 of ERISA or Section 4975 of the Code, such Note Owner shall be deemed to have represented that such acquisition or purchase will not constitute or otherwise result in a non-exempt prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by a class or other applicable exemption. Any transfer found to have been made in violation of such deemed representation shall be null and void and of no effect.
Appears in 1 contract
Book-Entry Notes. The NotesUnless otherwise specified in the related Supplement for any Series or Class, the Notes of each Series, upon original issuance, will shall be issued in the form of one or more typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Clearing AgencyAgency specified in the applicable Series Supplement, by, or on behalf of, the Issuerrelated Series Obligors. Such The Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Clearing AgencyAgency or its nominee, and no Note Owner shall Noteholder will receive a Definitive Note (as defined below) definitive certificate representing such Note Owner’s Noteholder's interest in such Notethe Notes, except as provided in Section 2.125.11. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to Note Owners the applicable Noteholders pursuant to Section 2.125.11 or as otherwise specified in any such Series Supplement:
(ia) the provisions of this Section shall be in full force and effect;
(iib) the Note Registrar related Series Obligors, the Servicer and the Indenture Trustee, and their respective directors, officers, employees and agents, Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the payment making of principal of and interest and other amounts on the Notesdistributions) as the authorized representative representatives of the Note Ownersrespective Noteholders;
(iiic) to the extent that the provisions of this Section conflict with any other provisions of this IndentureAgreement, the provisions of this Section shall control;; and
(ivd) the rights of Note Owners the respective Noteholders shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners Noteholders and the Clearing Agency and/or or the Clearing Agency Participants pursuant Participants. Pursuant to the Note Depository Agreement; and , unless and until Definitive Notes are issued pursuant to Section 2.125.11, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest and other amounts on the related Notes to such Clearing Agency Participants; and
(v) whenever . For purposes of any provision of this Indenture requires Agreement requiring or permits permitting actions to be taken based upon instructions with the consent of, or directions of at the direction of, Noteholders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes, the 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 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.specified
Appears in 1 contract
Book-Entry Notes. The NotesUnless otherwise specified in the related Series Supplement for any Series or Class, the Notes of each Series, upon original issuance, will shall be issued in the form of one or more typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Clearing AgencyAgency specified in the applicable Series Supplement, by, or on behalf of, the IssuerObligors. Such The Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Clearing AgencyAgency or its nominee, and no Note Owner shall Noteholder will receive a Definitive Note (as defined below) definitive certificate representing such Note Owner’s Noteholder's interest in such Notethe Notes, except as provided in Section 2.125.11. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to Note Owners the applicable Noteholders pursuant to Section 2.125.11 or as otherwise specified in any such Series Supplement:
(ia) the provisions of this Section shall be in full force and effect;
(iib) the Note Registrar Obligors, the Servicer and the Indenture Trustee, and their respective directors, officers, employees and agents, Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the payment making of principal of and interest and other amounts on the Notesdistributions) as the authorized representative representatives of the Note Ownersrespective Noteholders;
(iiic) to the extent that the provisions of this Section conflict with any other provisions of this IndentureMaster Agreement, the provisions of this Section shall control;; and
(ivd) the rights of Note Owners the respective Noteholders shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners Noteholders and the Clearing Agency and/or or the Clearing Agency Participants pursuant Participants. Pursuant to the Note 35 41 Depository Agreement; and , unless and until Definitive Notes are issued pursuant to Section 2.125.11, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest and other amounts on the related Notes to such Clearing Agency Participants; and
(v) whenever . For purposes of any provision of this Indenture requires Master Agreement requiring, or permits permitting actions to be taken based upon instructions with the consent of, or directions of at the direction of, Noteholders of Notes evidencing a specified percentage of the aggregate Outstanding Amount of the Notes, such direction or consent may be given by Noteholders (acting through the Clearing Agency shall be deemed to represent such percentage only to and the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants Participants) owning or representing, respectively, such required Notes evidencing the requisite percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture TrusteeOutstanding Notes.
Appears in 1 contract
Sources: Master Facility Agreement (Advanta Leasing Receivables Corp Ix)
Book-Entry Notes. The Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. Such The Book-Entry Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner shall thereof will receive a Definitive definitive Note (as defined below) representing such Note Owner’s 's interest in such Note, except as provided in Section 2.122.13. Unless and until definitive, fully registered Class A-2 Notes, Class A-3 Notes or Class A-4 Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.122.13:
(i) the provisions of this Section shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee, and their respective directors, officers, employees and agents, may Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the NotesBook-Entry Notes and the giving of instructions or directions hereunder) as the authorized representative sole holder of the Book-Entry Notes and shall have no obligation to the Note Owners;
(iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control;
(iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement; and unless . Unless and until Definitive Notes are issued pursuant to Section 2.122.13, 15 21 the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Book-Entry Notes to such Clearing Agency Participants; and
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes, the 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 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.
Appears in 1 contract
Book-Entry Notes. The Notes, upon original issuance, Class A Notes will be issued in the form of typewritten Notes or Global Securities representing the Book-Entry Notes, to be delivered to, or to The Depository Trust Companythe Indenture Trustee as custodian for, the initial Clearing Agency, by, or on behalf of, the Issuer. Such The Book-Entry Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner shall thereof will receive a Definitive Note (as defined below) representing such Note Owner’s interest in such Class A Note, except as provided in Section 2.12. Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.12:
(i) the provisions of this Section 2.10 shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee, and their respective directors, officers, employees and agents, may Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the NotesClass A Notes and the giving of instructions or directions hereunder) as the authorized representative sole holder of the Class A Notes, and shall have no obligation to the Note Owners;
(iii) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this Indenture, the provisions of this Section 2.10 shall control;
(iv) the rights of Note Owners of Class A Notes shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement; and unless . Unless and until Definitive Notes are issued pursuant to Section 2.12, neither the Indenture Trustee nor the Note Registrar shall register any transfer of a beneficial interest in a Book-Entry Note; and the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such Clearing Agency Participants; and
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing a specified percentage of the Outstanding Amount Balance of the Notes (or the Controlling Class Notes), the Clearing Agency shall be deemed to represent such percentage with respect to the Class A Notes only to the extent that it has received instructions to such effect from Note Owners of the Class A Notes and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes or the Class A Notes, as applicable, and has delivered such instructions to the Indenture Trustee.
Appears in 1 contract
Sources: Indenture (Indymac MBS Inc)
Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the applicable initial Clearing Agency, by, or by the Indenture Trustee on behalf of, the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the each initial Clearing Agency, and no Note Owner shall receive a Definitive Note (as defined below) representing such Note Owner’s 's interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to Note Owners pursuant to Section 2.12:
(i) the provisions of this Section shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee, and their respective directors, officers, employees and agents, may deal with the applicable Clearing Agency for all purposes (including the payment of principal of and interest and other amounts on the Notes) as the authorized representative of the Note Owners;
(iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control;
(iv) the rights of Note Owners shall be exercised only through the applicable Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the applicable Clearing Agency and/or the applicable Clearing Agency Participants pursuant to the Note Depository AgreementAgreements; and unless and until Definitive Notes are issued pursuant to Section 2.12, the applicable initial Clearing Agency will make book-entry transfers among the applicable Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such applicable Clearing Agency Participants; and;
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of Notes evidencing a specified percentage of the Outstanding 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 applicable 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
(vi) upon acquisition or transfer of a beneficial interest in any Book-Entry Note by, for or with the assets of, an employee benefit plan or other retirement arrangement subject to Section 406 of ERISA or Section 4975 of the Code, such Note Owner shall be deemed to have represented that such acquisition or purchase will not constitute or otherwise result in a non-exempt prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by a class or other applicable exemption. Any transfer found to have been made in violation of such deemed representation shall be null and void and of no effect.
Appears in 1 contract
Sources: Indenture (SLM Funding LLC)
Book-Entry Notes. The Unless otherwise provided in the applicable Officer's Issuance Certificate, each series of Term Notes, upon original issuance, will shall be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, Agency by or on behalf of, of the Issuer. Such Issuer and such Note or Notes shall initially be registered on the Note Register in the name of the Note Depository (initially, Cede & Co., the nominee of the initial Clearing Agency, and no ). No Note Owner shall receive a Definitive Term Note (as defined below) representing such Note Owner’s 's interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Definitive Term Notes (the “Definitive Notes”) with respect to such Notes have been issued to such Note Owners pursuant to Section 2.12, with respect to such Notes:
(ia) the provisions of this Section 2.10 shall be in full force and effect;
(iib) the Note Registrar and the Indenture Trustee, and their respective directors, officers, employees and agents, may Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on such Notes and other amounts on the Notesgiving of instructions or directions hereunder) as the authorized representative sole Holder of the such Notes and shall have no obligation to such Note Owners;
(iiic) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this Indenture, the provisions of this Section 2.10 shall control;
(ivd) the rights of the Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement; Participants, and unless and until Definitive Term Notes are issued pursuant to Section 2.12, the initial Clearing Agency will shall make book-entry transfers among between the Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the such Notes to such Clearing Agency Participants, pursuant to the Note Depository Agreement; and
(ve) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has (i) received written instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and (ii) has delivered such instructions to the Indenture Trustee.
Appears in 1 contract
Book-Entry Notes. The (a) Unless otherwise provided in any applicable Series Supplement (including with respect to Uncertificated Notes), the Notes of each Class, Subclass or Tranche of each Series, upon original issuance, will shall be issued in the form of typewritten Notes representing the Book-Entry Notes, to be Notes and delivered to The Depository Trust Company, the initial depository (or its custodian) specified in such Series Supplement (the “Depository”) which shall be the Clearing Agency, by, or Agency on behalf ofof such Series or such Class, Subclass or Tranche. The Notes of each Class, Subclass or Tranche of each Series shall, unless otherwise provided in the Issuer. Such Notes shall applicable Series Supplement (including with respect to Uncertificated Notes), initially be registered on the Note Register in the name of Cede & Co., the Clearing Agency or the nominee of the initial Clearing Agency, and no . No Note Owner shall will receive a Definitive Note (as defined below) definitive note representing such Note Owner’s interest in such Notethe related Series of Notes, except as provided in Section 2.122.13. Unless and until definitive, fully registered Notes of any Series or any Class, Subclass or Tranche of any Series (the “Definitive Notes”) have been issued to Note Owners pursuant to Section 2.12:2.13 (or as otherwise set forth in any applicable Series Supplement with respect to Uncertificated Notes):
(i) the provisions of this Section 2.12 shall be in full force and effecteffect with respect to each such Series;
(ii) the Issuer, the Paying Agent, the Note Registrar Registrar, the Trustee, the Servicer and the Indenture Trustee, and their respective directors, officers, employees and agents, Controlling Class Representative may deal with the Clearing Agency and the applicable Clearing Agency Participants for all purposes (including the payment of principal of of, premium, if any, and interest and other amounts on the NotesNotes and the giving of instructions or directions hereunder or under the applicable Series Supplement) as the authorized representative sole Holder of the Notes, and shall have no obligation to the Note Owners;
(iii) to the extent that the provisions of this Section 2.12 conflict with any other provisions of this the Indenture, the provisions of this Section 2.12 shall controlcontrol with respect to each such Class, Subclass, Tranche or Series of the Notes;
(iv) subject to the rights of the Servicer and the Controlling Class Representative under the Indenture and the rights granted pursuant to Section 11.5(b), the rights of Note Owners of each such Class or Series of Notes shall be exercised only through the Clearing Agency and the applicable Clearing Agency Participants and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant Participants, and all references in the Indenture to actions by the Noteholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in the Indenture to distributions, notices, reports and statements to the Noteholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Notes of such Series for distribution to the Note Depository Agreement; and unless and until Definitive Notes are issued pursuant to Section 2.12, Owners in accordance with the initial Clearing Agency will make book-entry transfers among Applicable Procedures of the Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such Clearing Agency ParticipantsAgency; and
(v) subject to the rights of the Servicer and the Controlling Class Representative under the Indenture and the rights granted pursuant to Section 11.5(b), whenever this the Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of Notes evidencing a specified percentage of the Aggregate Outstanding Principal Amount of Notes or the Outstanding Principal Amount of a Series or Class, Subclass or Tranche of a 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 the Outstanding Notes or such Series or such Class, Subclass or Tranche of such Series of Notes Outstanding, as the case may be, and has delivered such instructions in writing to the Indenture Trustee.
(b) Pursuant to the Depository Agreement applicable to a Series, unless and until Definitive Notes of such Series are issued pursuant to Section 2.13 (or as otherwise set forth in any applicable Series Supplement with respect to Uncertificated Notes), the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal, premium, if any, and interest on the Notes to such Clearing Agency Participants.
(c) Whenever notice or other communication to the Noteholders is required under the Indenture, unless and until Definitive Notes shall have been issued to Note Owners pursuant to Section 2.13, the Trustee and the Issuer shall give all such notices and communications specified herein to be given to Noteholders to the applicable Clearing Agency for distribution to the Note Owners in accordance with the Applicable Procedures of the Clearing Agency.
Appears in 1 contract
Book-Entry Notes. The NotesUnless otherwise specified in the related Series Supplement for any Series or Class, the Notes of each Series, upon original issuance, will shall be issued in the form of one or more typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Clearing AgencyAgency specified in the applicable Series Supplement, by, or on behalf of, the IssuerObligors. Such The Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Clearing AgencyAgency or its nominee, and no Note Owner shall Noteholder will receive a Definitive Note (as defined below) definitive certificate representing such Note Owner’s Noteholder's interest in such Notethe Notes, except as provided in Section 2.125.11. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to Note Owners the applicable Noteholders pursuant to Section 2.125.11 or as otherwise specified in any such Series Supplement:
(ia) the provisions of this Section shall be in full force and effect;
(iib) the Note Registrar Obligors, the Servicer and the Indenture Trustee, and their respective directors, officers, employees and agents, Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the payment making of principal of and interest and other amounts on the Notesdistributions) as the authorized representative representatives of the Note Ownersrespective Noteholders;
(iiic) to the extent that the provisions of this Section conflict with any other provisions of this IndentureMaster Agreement, the provisions of this Section shall control;; and
(ivd) the rights of Note Owners the respective Noteholders shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners Noteholders and the Clearing Agency and/or or the Clearing Agency Participants pursuant Participants. Pursuant to the Note 35 42 Depository Agreement; and , unless and until Definitive Notes are issued pursuant to Section 2.125.11, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest and other amounts on the related Notes to such Clearing Agency Participants; and
(v) whenever . For purposes of any provision of this Indenture requires Master Agreement requiring, or permits permitting actions to be taken based upon instructions with the consent of, or directions of at the direction of, Noteholders of Notes evidencing a specified percentage of the aggregate Outstanding Amount of the Notes, such direction or consent may be given by Noteholders (acting through the Clearing Agency shall be deemed to represent such percentage only to and the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants Participants) owning or representing, respectively, such required Notes evidencing the requisite percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture TrusteeOutstanding Notes.
Appears in 1 contract
Sources: Master Facility Agreement (Advanta Leasing Receivables Corp Ix)
Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, held by the initial Indenture Trustee as custodian on behalf of the applicable Clearing Agency, by, or on behalf of, the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner shall receive a definitive, fully registered note (a “Definitive Note (as defined belowNote”) representing such Note Owner’s interest in such Book-Entry Note, except as provided in Section 2.122.12 hereof. Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) have been issued to Note Owners pursuant to Section 2.122.12 hereof:
(ia) the provisions of this Section 2.10 shall be in full force and effect;
(iib) the Note Registrar and the Indenture Trustee, and their respective directors, officers, employees and agents, may deal with the applicable Clearing Agency for all purposes (including the payment of principal of and interest and other amounts on the Notes) as the authorized representative of the Note Owners;
(iiic) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this Indenture, the provisions of this Section 2.10 shall control;
(ivd) the rights of Note Owners shall be exercised only through the applicable Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the applicable Clearing Agency and/or the applicable Clearing Agency Participants pursuant to the Note Depository Agreement; and unless and until Definitive Notes are issued pursuant to Section 2.122.12 hereof, the applicable initial Clearing Agency will make book-entry transfers among the applicable Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such applicable Clearing Agency Participants; and;
(ve) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of Notes evidencing a specified percentage of the Outstanding 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 applicable 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
(f) upon acquisition or transfer of a beneficial interest in any Book-Entry Note by, for or with the assets of, a Benefit Plan, such Note Owner shall be deemed to have represented that such acquisition or purchase will not constitute or otherwise result in: (i) in the case of a Benefit Plan subject to Title I of ERISA or Section 4975 of the Code, a non-exempt prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by a prohibited transaction class exemption or other applicable administrative or statutory exemption and (ii) in the case of a Benefit Plan subject to a substantially similar federal, State, local or foreign law, a non-exempt violation of such substantially similar law. Any transfer found to have been made in violation of such deemed representation shall be null and void and of no effect.
Appears in 1 contract
Book-Entry Notes. (a) The Notes, other than the Class D Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to The Depository Trust CompanyDTC, the initial Clearing AgencyDepository, by, or on behalf of, the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner shall Noteholder will receive a Definitive Note (as defined below) representing such Note Owner’s Noteholder's interest in such Note, except as provided in Section 2.122.11. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to Note Owners Noteholders pursuant to Section 2.122.11:
(i) the provisions of this Section shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee, and their respective directors, officers, employees and agents, may Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the NotesNotes and the giving of instructions or directions hereunder) as the authorized representative sole Holder of the Note OwnersNotes, and shall have no obligation to the Noteholders;
(iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control;
(iv) the rights of Note Owners Noteholders shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners Noteholders and the Clearing Agency and/or the Clearing Agency Participants pursuant Participants. Pursuant to the Note Depository Agreement; and , unless and until Definitive Notes are issued pursuant to Section 2.122.11, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such Clearing Agency Participants; and
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of Notes evidencing a specified percentage of the Outstanding Amount of the NotesAmount, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners Noteholders and/or 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.
(b) Notwithstanding any other provisions of this Indenture or the Notes, a Book-Entry Note shall not be exchanged in whole or in part for a Note registered in the name of any Person other than the Depository or one or more nominees thereof, provided, that a Book-Entry Note may be exchanged for Notes registered in the names of any Person designated by the Depository in the event of the occurrence of any of the events specified in Section 2.11 as provided therein.
(c) Notes issued in exchange for a Book-Entry Note or any portion thereof shall be issued as Definitive Notes, shall have an aggregate initial principal amount equal to that of such Book-Entry Note or portion thereof to be so exchanged, shall be registered in such names and be in such authorized denominations as the Depository shall designate and shall bear the applicable legends provided for herein. Any Book-Entry Note to be exchanged in whole shall be surrendered by the Depository to the Indenture Trustee. With respect to any Book-Entry Note to be exchanged in part, either such Book-Entry Note shall be so surrendered for exchange or, if the Indenture Trustee is acting as custodian for the Depository or its nominee with respect to such Book-Entry Note, the initial principal amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Indenture Trustee. Upon any such surrender or adjustment, the Indenture Trustee shall authenticate and deliver the Note issuable on such exchange to or upon the order of the Depository or an authorized representative thereof. Any Note delivered in exchange for a Book-Entry Note or any portion thereof shall bear the legend regarding transfer restrictions applicable to the Book-Entry Note set forth in the form of Note.
(d) Subject to the provisions of Section 2.01, the registered Holder may grant proxies and otherwise authorize any person, including Clearing Agency Participants and persons that may hold interests through Clearing Agency Participants, to take any action which a Holder is entitled to take under this Indenture or the Notes.
(e) In the event of the occurrence of any of the events specified in Section 2.11, the Issuer will promptly make available to the Indenture Trustee a reasonable supply of Definitive Notes.
(f) Neither any members of, or participants in, the Depository ("Clearing Agency Participants") nor any other Persons on whose behalf Clearing Agency Participants may act shall have any rights under this Indenture with respect to any Book-Entry Note registered in the name of the Depository or any nominee thereof, or under any such Book-Entry Note, and the Depository or such nominee, as the case may be, may be treated by the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee as the absolute owner and holder of such Book-Entry Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Indenture Trustee or any agent of the Issuer or the Indenture Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or such nominee, as the case may be, or impair, as between the Depository, its Clearing Agency Participants and any other Person on whose behalf a Clearing Agency Participant may act, the operation of customary practices of such Persons governing the exercise of the rights of a Holder of any Note. The Depository must, at all times while it serves as such Depository, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation.
(g) Definitive Notes (other than Class D Notes) held by Holders other than Institutional Accredited Investors may be transferred at the option of the Holder thereof, at any time prior to the issuance of Definitive Notes in exchange for a Book-Entry Note pursuant to Section 2.09(b) and in accordance with Section 2.11, to the Depository for credit to the account of any Clearing Agency Participant at any time after the issuance of the Notes. Thereafter, the Depository or its nominee shall be the Holder of the portion of the Book-Entry Note evidencing any Definitive Notes so transferred and the beneficial ownership thereof and the transfer of such ownership interest shall be effected only through records maintained by the Depository or its nominee.
(h) Notwithstanding any other provision of this Indenture or the Notes, transfers of a Book-Entry Note, in whole or in part, shall be made only in accordance with this Section 2.09(h).
Appears in 1 contract
Sources: Indenture (Fidelity Leasing Inc)
Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust CompanyCompany or its custodian, the initial Clearing Agency, by, or on behalf of, the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner shall will receive a Definitive Note (as defined below) representing such Note Owner’s 's interest in such Note, except as provided in Section 2.122.11. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to Note Owners pursuant to Section 2.122.11:
(i) the provisions of this Section shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee, and their respective directors, officers, employees and agents, may Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the NotesNotes and the giving of instructions or directions hereunder) as the authorized representative sole Holder of the Notes, and shall have no obligation to the Note Owners;
(iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control;
(iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement; and unless Participants. Unless and until Definitive Notes are issued pursuant to Section 2.122.11, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such Clearing Agency Participants; and
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes, the 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 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.
Appears in 1 contract
Book-Entry Notes. The Class A Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. Such Class A Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner shall receive a Definitive Note (as defined below) representing such Class A Note Owner’s 's interest in such Class A Note, except as provided in Section 2.12. Unless and until definitive, fully registered the Definitive Notes (the “Definitive Notes”) have been issued to Note Owners pursuant to Section 2.12:
(i) the provisions of this Section 2.10 shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee, and their respective directors, officers, employees and agents, may Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the NotesClass A Notes and the giving of instructions or directions hereunder) as the authorized representative sole Holder of the Class A Notes, and shall have no obligation to the Note Owners;
(iii) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this Indenture, the provisions of this Section 2.10 shall control;
(iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement; and unless Participants. Unless and until Definitive Notes are issued pursuant to Section 2.122.10, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Class A Notes to such Clearing Agency Participants; and;
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Class A Noteholders of Notes evidencing a specified percentage of the Outstanding Amount of Class A Note Balance or the NotesNote Balance, the 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 Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Class A Notes and has delivered such instructions to the Indenture Trustee; and
(vi) Note Owners may receive copies of any reports sent to Class A Noteholders pursuant to this Indenture, upon written request, together with a certification that they are Note Owners and payment of reproduction and postage expenses associated with the distribution of such reports, from the Indenture Trustee at the Corporate Trust Office.
Appears in 1 contract
Book-Entry Notes. The Notes(a) Unless otherwise provided in any applicable Series Supplement, the Notes of each Class of each Series, upon original issuance, will shall be issued in the form of typewritten Notes representing the Book-Entry Notes, to be Notes and delivered to The Depository Trust Company, the initial depository (or its custodian) specified in such Series Supplement which shall be the Clearing Agency, by, or Agency on behalf ofof such Series or such Class. The Notes of each Class of each Series shall, unless otherwise provided in the Issuer. Such Notes shall applicable Series Supplement, initially be registered on the Note Register in the name of Cede & Co., the Clearing Agency or the nominee of the initial Clearing Agency, and no . No Note Owner shall will receive a Definitive Note (as defined below) definitive note representing such Note Owner’s interest in such Notethe related Series of Notes, except as provided in Section 2.122.13. Unless and until definitive, fully registered Notes of any Series or any Class of any Series (the “Definitive Notes”) have been issued to Note Owners pursuant to Section 2.122.13:
(i) the provisions of this Section 2.12 shall be in full force and effecteffect with respect to each such Series;
(ii) the Note Registrar Master Issuer, the Paying Agent, the Registrar, the Trustee, the Servicer and the Indenture Trustee, and their respective directors, officers, employees and agents, may Controlling Class Representative shall deal with the Clearing Agency and the applicable Clearing Agency Participants for all purposes (including the payment of principal of of, premium, if any, and interest and other amounts on the NotesNotes and the giving of instructions or directions hereunder or under the applicable Series Supplement) as the authorized representative sole Holder of the Notes, and shall have no obligation to the Note Owners;
(iii) to the extent that the provisions of this Section 2.12 conflict with any other provisions of this the Indenture, the provisions of this Section 2.12 shall controlcontrol with respect to each such Class or Series of the Notes;
(iv) subject to the rights of the Servicer and the Controlling Class Representative under the Indenture, and except for the Initial CCR Election and the rights granted pursuant to Section 11.5, the rights of Note Owners of each such Class or Series of Notes shall be exercised only through the Clearing Agency and the applicable Clearing Agency Participants and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant Participants, and all references in the Indenture to actions by the Noteholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in the Indenture to distributions, notices, reports and statements to the Noteholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered Holder of the Notes of such Series for distribution to the Note Depository Agreement; and unless and until Definitive Notes are issued pursuant to Section 2.12, Owners in accordance with the initial Clearing Agency will make book-entry transfers among Applicable Procedures of the Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such Clearing Agency ParticipantsAgency; and
(v) subject to the rights of the Servicer and the Controlling Class Representative under the Indenture, and except for the Initial CCR Election and the rights granted pursuant to Section 11.5, whenever this the Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of Notes evidencing a specified percentage of the Aggregate Outstanding Principal Amount of Notes or the Outstanding Principal Amount of a Series or Class of a 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 the Outstanding Notes or such Series or such Class of such Series of Notes Outstanding, as the case may be, and has delivered such instructions in writing to the Indenture Trustee.
(b) Pursuant to the Depository Agreement applicable to a Series, unless and until Definitive Notes of such Series 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, premium, if any, and interest on the Notes to such Clearing Agency Participants.
(c) Except with respect to the Initial CCR Election, whenever notice or other communication to the Noteholders is required under the Indenture, unless and until Definitive Notes shall have been issued to Note Owners pursuant to Section 2.13, the Trustee and the Master Issuer shall give all such notices and communications specified herein to be given to Noteholders to the applicable Clearing Agency for distribution to the Note Owners in accordance with the Applicable Procedures of the Clearing Agency.
Appears in 1 contract
Sources: Base Indenture (Wendy's Co)
Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner shall receive a Definitive Note (as defined below) representing such Note Owner’s interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to Note Owners pursuant to Section 2.12:
(i) the provisions of this Section shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee, and their respective directors, officers, employees and agents, may deal with the Clearing Agency for all purposes (including the payment of principal of and interest and other amounts on the Notes) as the authorized representative of the Note Owners;
(iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control;
(iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement; and unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such Clearing Agency Participants; and
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes, the 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 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
(vi) upon acquisition or transfer of a beneficial interest in any Book-Entry Note by, for or with the assets of, a Benefit Plan, such Note Owner shall be deemed to have represented that such acquisition or purchase will not constitute or otherwise result in: (i) in the case of a Benefit Plan subject to Title I of ERISA or Section 4975 of the Code, a non-exempt prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by a class or other applicable exemption and (ii) in the case of a Benefit Plan subject to a substantially similar federal, state, local or foreign law, a non-exempt violation of such substantially similar law. Any transfer found to have been made in violation of such deemed representation shall be null and void and of no effect.
Appears in 1 contract
Sources: Indenture (SLM Private Credit Student Loan Trust 2005-A)
Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner shall receive a Definitive Note (as defined below) representing such Note Owner’s interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to Note Owners pursuant to Section 2.12:
(i) the provisions of this Section shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee, and their respective directors, officers, employees and agents, may deal with the Clearing Agency for all purposes (including the payment of principal of and interest and other amounts on the Notes) as the authorized representative of the Note Owners;
(iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control;
(iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement; and unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such Clearing Agency Participants; and;
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes, the 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 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
(vi) upon acquisition or transfer of a beneficial interest in any Book-Entry Note by, for or with the assets of, a Benefit Plan, such Note Owner shall be deemed to have represented that such acquisition or purchase will not constitute or otherwise result in: (i) in the case of a Benefit Plan subject to Title I of ERISA or Section 4975 of the Code, a non-exempt prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by a class or other applicable exemption and (ii) in the case of a Benefit Plan subject to a substantially similar federal, state, local or foreign law, a non-exempt violation of such substantially similar law. Any transfer found to have been made in violation of such deemed representation shall be null and void and of no effect.
Appears in 1 contract
Sources: Indenture (SLM Private Credit Student Loan Trust 2005-B)
Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner shall will receive a Definitive Note (as defined below) representing such Note Owner’s 's interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to Note Owners pursuant to Section 2.12:
(i) the provisions of this Section shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee, and their respective directors, officers, employees and agents, may Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the NotesNotes and the giving of instructions or directions hereunder) as the authorized representative sole Holder of the Notes, and shall have no obligation to the Note Owners;
(iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control;
(iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant Participants. Pursuant to the Note Depository Agreement; and , unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such Clearing Agency Participants; and;
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes, the 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 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
(vi) Note Owners may receive copies of any reports sent to Noteholders pursuant to this Indenture, upon written request, together with a certification that they are Note Owners and payment of reproduction and postage expenses associated with the distribution of such reports, from the Indenture Trustee at the Corporate Trust Office.
Appears in 1 contract
Sources: Indenture (Securitized Asset Backed Receivables LLC)
Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the as initial Clearing Agency, byby the Issuer, or on behalf of, of the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner shall receive a definitive, fully registered note (a "Definitive Note (as defined belowNote") representing such Note Owner’s 's interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) have been issued to Note Owners pursuant to Section 2.12:
(i) the provisions of this Section shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee, and their respective directors, officers, employees and agents, may deal with the applicable Clearing Agency for all purposes (including the payment of principal of and interest and other amounts on the Notes) as the authorized representative of the Note Owners;
(iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control;
(iv) the rights of Note Owners shall be exercised only through the applicable Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the applicable Clearing Agency and/or the applicable Clearing Agency Participants pursuant to the Note Depository Agreement; and unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the applicable Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such applicable Clearing Agency Participants; and;
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of Notes evidencing a specified percentage of the Outstanding 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 applicable 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
(vi) upon acquisition or transfer of a beneficial interest in any Book-Entry Note by, for or with the assets of, an employee benefit plan or other retirement arrangement ("Benefit Plan"), such Note Owner shall be deemed to have represented that such acquisition or purchase will not constitute or otherwise result in: (i) in the case of a Benefit Plan subject to Section 406 of ERISA or Section 4975 of the Code, a non-exempt prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by a class or other applicable exemption and (ii) in the case of a Benefit Plan subject to a substantially similar federal, state, local or foreign law ("Similar Law"), a non-exempt violation of such substantially Similar Law. Any transfer found to have been made in violation of such deemed representation shall be null and void and of no effect.
Appears in 1 contract
Sources: Indenture (SLM Funding LLC)
Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, as the initial Clearing Agency, byby the Issuer, or on behalf of, of the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner shall receive a definitive, fully registered note (a “Definitive Note (as defined belowNote”) representing such Note Owner’s interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) have been issued to Note Owners pursuant to Section 2.12:
(i) the provisions of this Section shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee, and their respective directors, officers, employees and agents, may deal with the applicable Clearing Agency for all purposes (including the payment of principal of and interest and other amounts on the Notes) as the authorized representative of the Note Owners;
(iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control;
(iv) the rights of Note Owners shall be exercised only through the applicable Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the applicable Clearing Agency and/or the applicable Clearing Agency Participants pursuant to the Note Depository Agreement; and unless and until Definitive Notes are issued pursuant to Section 2.12, the applicable initial Clearing Agency will make book-entry transfers among the applicable Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such applicable Clearing Agency Participants; and;
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of Notes evidencing a specified percentage of the Outstanding 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 applicable 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
(vi) upon acquisition or transfer of a beneficial interest in any Book-Entry Note by, for or with the assets of, a Benefit Plan, such Note Owner shall be deemed to have represented that such acquisition or purchase will not constitute or otherwise result in: (i) in the case of a Benefit Plan subject to Title I of ERISA or Section 4975 of the Code, a non-exempt prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by a class or other applicable exemption and (ii) in the case of a Benefit Plan subject to a substantially similar federal, state, local or foreign law, a non-exempt violation of such substantially similar law. Any transfer found to have been made in violation of such deemed representation shall be null and void and of no effect.
Appears in 1 contract
Sources: Indenture (Wells Fargo Student Loans Receivables I LLC)
Book-Entry Notes. The Notes, upon original ---------------- issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner shall receive a Definitive Note (as defined below) representing such Note Owner’s 's interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to Note Owners pursuant to Section 2.12:
(i) the provisions of this Section shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee, and their respective directors, officers, employees and agents, may deal with the Clearing Agency for all purposes (including the payment of principal of and interest and other amounts on the Notes) as the authorized representative of the Note Owners;
(iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control;
(iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement; and unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such Clearing Agency Participants; and
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes, the 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 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.
Appears in 1 contract
Sources: Indenture (SLM Funding Corp)
Book-Entry Notes. The Unless otherwise provided in the related Terms Supplement, the Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Book- Entry Notes, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner shall will receive a Definitive Note (as defined below) representing such Note Owner’s 's interest in such Note, except as provided in Section 2.122.15. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to Note Owners pursuant to Section 2.122.15:
(i) the provisions of this Section shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee, and their respective directors, officers, employees and agents, Trustee may deal with the Clearing Agency for all purposes (including the payment of principal of and interest and other amounts on the Notes) as the authorized representative of the Note Owners;
(iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control;
(iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement; and unless Agreements. Unless and until Definitive Notes are issued pursuant to Section 2.122.15, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such Clearing Agency Participants; and
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes, the 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 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.
Appears in 1 contract
Sources: Indenture (Transworld Insurance Co)
Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner shall will receive a Definitive Note (as defined below) representing such Note Owner’s 's interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to Note Owners pursuant to Section 2.12:
(i) the provisions of this Section shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee, and their respective directors, officers, employees and agents, Trustee may deal with the Clearing Agency for all purposes (including the payment of principal of and interest and other amounts on the Notes) as the authorized representative of the Note Owners;
(iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control;
(iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement; and unless Agreements. Unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such Clearing Agency Participants; and
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes, the 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 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.
Appears in 1 contract
Book-Entry Notes. The Senior Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner shall will receive a Definitive Note (as defined below) representing such Note Owner’s 's interest in such Book-Entry Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to Note Owners pursuant to Section 2.12:
(i) the provisions of this Section shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee, and their respective directors, officers, employees and agents, Trustee may deal with the Clearing Agency for all purposes (including the payment of principal of and interest and other amounts on the Book-Entry Notes) as the authorized representative of the Note Owners;
(iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control;
(iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement; and unless . Unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Book-Entry Notes to such Clearing Agency Participants; and
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes, the 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 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.of
Appears in 1 contract
Sources: Indenture (Usa Group Secondary Market Services Inc)
Book-Entry Notes. The Class A, Class B, Class C and Class D Notes, upon original issuance, will shall be issued in the form of typewritten one or more Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Note Registrar as custodian for the Clearing Agency, by, or Agency on behalf ofof the Co-Issuers. The Class E Notes will be issued only in the form of one or more Definitive Notes. The Class A, the Issuer. Such Class B, Class C and Class D Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee Clearing Agency or of the initial Clearing Agencyits nominee, and no Note Beneficial Owner shall of any of the Class A, Class B, Class C or Class D Notes will receive a Definitive Note (as defined below) representing such Note Beneficial Owner’s interest in such Note, except as provided in Section 2.122.10. Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) have been issued to Note the applicable Beneficial Owners pursuant to Section 2.122.10:
(ia) the provisions of this Section 2.04 shall be in full force and effect;
(iib) the Co-Issuers, the Note Registrar Registrar, the Paying Agent and the Indenture Trustee, and their respective directors, officers, employees and agents, may deal Trustee shall be entitled to communicate directly with the Clearing Agency and the Clearing Agency Participants for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the Notesdistributions) as the authorized representative representatives of the Note OwnersBeneficial Owners of the Notes;
(iiic) to the extent that the provisions of this Section 2.04 conflict with any other provisions of this Indenture, the provisions of this Section 2.04 shall control;
(ivd) the rights of Note Beneficial Owners shall be exercised only through the Clearing Agency and the applicable Clearing Agency Participants and shall be limited to those established by law and agreements between such Note Owners owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement; and unless Participants. Unless and until Definitive Notes of such Class are issued pursuant to Section 2.122.10, the initial Clearing Agency will shall make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest and other amounts on the related Notes to such Clearing Agency ParticipantsParticipants and, without limiting the Co-Issuers’, the Note Registrar’s, the Paying Agent’s or the Indenture Trustee’s duties and obligations set forth elsewhere herein, none of the Co-Issuers, the Note Registrar, the Paying Agent nor the Indenture Trustee shall have any responsibility therefor; and
(ve) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders Holders of Notes evidencing a specified percentage of the Outstanding Amount of Aggregate Note Principal Balance, the NotesClass A Note Balance, the Class B Note Balance, the Class C Note Balance or the Class D Note Balance, as applicable, the Clearing Agency shall be deemed to represent such percentage with respect to the Notes only to the extent that it has received instructions to such effect from Note Beneficial Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the such Notes and has delivered such instructions to the Indenture Trustee. For the avoidance of doubt, irrespective of whether such Clearing Agency has received such instructions, the determination as to whether such Clearing Agency has received such instructions, the determination as to whether any Note is “Outstanding” shall be made in accordance with the definition thereof. None of the Co-Issuers, the Indenture Trustee, the Paying Agent or the Note Registrar shall have any liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Book-Entry Notes or for maintaining, supervising or reviewing any records relating to beneficial ownership interests or transfers thereof. Except as provided in the next succeeding paragraph of this Section 2.04, the rights of Beneficial Owners with respect to the Book-Entry Notes shall be limited to those established by law and agreements between such Beneficial Owners and the Clearing Agency and Clearing Agency Participants. Except as provided in Section 2.10 hereof, Beneficial Owners shall not be entitled to Definitive Notes in exchange for the Book-Entry Notes as to which they are the Beneficial Owners. Requests and directions from, and votes of, the Clearing Agency as Holder of the Notes shall not be deemed inconsistent if they are made with respect to different Beneficial Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Noteholders and give notice to the Clearing Agency of such record date. Other than pursuant to Section 2.10, without the consent of the Co-Issuers, the Note Registrar, the Paying Agent and the Indenture Trustee, no Book-Entry Note may be transferred by the Clearing Agency except to a successor Clearing Agency that agrees to hold such Note for the account of the Beneficial Owners. The Depository Trust Company shall be the initial Clearing Agency. In the event that The Depository Trust Company resigns or is removed as Clearing Agency, the Indenture Trustee may designate a successor Clearing Agency. If no successor Clearing Agency has been designated within thirty (30) days of the effective date of the Clearing Agency’s resignation or removal, each Beneficial Owner shall be entitled to Definitive Notes representing the Notes it beneficially owns in the manner prescribed in Section 2.10.
Appears in 1 contract
Sources: Indenture (Springleaf Finance Corp)
Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Clearing AgencyAgency or its custodian, by, or on behalf of, the Issuer. Such The Book-Entry Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner shall thereof will receive a Definitive definitive Note (as defined below) representing such Note Owner’s 's interest in such Note, except as provided in Section 2.122.12 below. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.122.12 below:
(i) the provisions of this Section shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee, and their respective directors, officers, employees and agents, may Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the NotesNotes and the giving of instructions or directions hereunder) as the authorized representative sole holder of the Notes, and shall have no obligation to the Note Owners;
(iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control;
(iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement; and unless . Unless and until Definitive Notes are issued pursuant to Section 2.122.12 below, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such Clearing Agency Participants; and
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes, the 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 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.among
Appears in 1 contract
Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the applicable initial Clearing Agency, byAgency by the Issuer, or by the Indenture Trustee on behalf of, of the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the each initial Clearing Agency, and no Note Owner shall receive a definitive, fully registered note (a "Definitive Note (as defined belowNote") representing such Note Owner’s 's interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) have been issued to Note Owners pursuant to Section 2.12:
(i) the provisions of this Section shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee, and their respective directors, officers, employees and agents, may deal with the applicable Clearing Agency for all purposes (including the payment of principal of and interest and other amounts on the Notes) as the authorized representative of the Note Owners;
(iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control;
(iv) the rights of Note Owners shall be exercised only through the applicable Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the applicable Clearing Agency and/or the applicable Clearing Agency Participants pursuant to the Note Depository AgreementAgreements; and unless and until Definitive Notes are issued pursuant to Section 2.12, the applicable initial Clearing Agency will make book-entry transfers among the applicable Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such applicable Clearing Agency Participants; and;
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of Notes evidencing a specified percentage of the Outstanding 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 applicable 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
(vi) upon acquisition or transfer of a beneficial interest in any Book-Entry Note by, for or with the assets of, a Benefit Plan, such Note Owner shall be deemed to have represented that such acquisition or purchase will not constitute or otherwise result in: (i) in the case of a Benefit Plan subject to Title I of ERISA or Section 4975 of the Code, a non-exempt prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by a class or other applicable exemption and (ii) in the case of a Benefit Plan subject to a substantially similar federal, state, local or foreign law, a non-exempt violation of such substantially similar law. Any transfer found to have been made in violation of such deemed representation shall be null and void and of no effect.
Appears in 1 contract
Sources: Indenture (SLM Funding LLC)