Reverse of Certificate. The Certificates do not represent an obligation of, or an interest in, the Depositor, the General Partner, the Servicer, the Administrator, the Owner Trustee or any Affiliates of any of them and no recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated herein, in the Trust Agreement or in the other Basic Documents. In addition, this Certificate is not guaranteed by any governmental agency or instrumentality and is limited in right of payment to certain collections with respect to the Receivables (and certain other amounts), all as more specifically set forth herein and in the Sale and Servicing Agreement. The Trust Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Certificateholders under the Trust Agreement at any time by the Depositor and the Owner Trustee with the consent of the Noteholders and the Certificateholders evidencing not less than a majority of the principal amount of the Notes Outstanding and the Aggregate Certificate Balance, respectively, and the consent of the Swap Counterparties. Any such consent by the Certificateholder of this Certificate shall be conclusive and binding on such Certificateholder and on all future Certificateholders of this Certificate and of any Certificate issued upon the registration of Transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Trust Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of any of the Noteholders, Swap Counterparties or the Certificateholders. As provided in the Trust Agreement and subject to certain limitations therein set forth, the Transfer of the Certificates are registrable in the Certificate Register upon surrender of this Certificate for registration of Transfer at the offices or agencies maintained by The Bank of New York in its capacity as Certificate Registrar, or by any successor Certificate Registrar, in New York, New York, accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the holder hereof or such holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same aggregate interest in the Trust will be issued to the designated transferee. The Certificates are issuable as registered Certificates without coupons in denominations of at least $20,000 and in integral multiples of $1,000 in excess thereof. Certificates are exchangeable for new Certificates of like Class and authorized denominations evidencing the same aggregate denomination, as requested by the Certificateholder surrendering the same. No service charge will be made for any such registration of Transfer or exchange, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith. The Owner Trustee, the Certificate Registrar and any agent of the Owner Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Owner Trustee, the Certificate Registrar or any such agent shall be affected by any notice to the contrary. The Class C Certificates may be acquired only by an entity that is either: (a) not, and each account (if any) for which it is purchasing the Class C Certificates is not (i) an employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) that is subject to Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the "Code") that is subject to Section 4975 of the Code, (iii) a governmental plan, as defined in Section 3(32) of ERISA, subject to any federal, State or local law which is, to a material extent, similar to the provisions of Section 406 of ERISA or Section 4975 of the Code, (iv) an entity whose underlying assets include plan assets by reason of a plan's investment in the entity (within the meaning of Department of Labor Regulation 29 C.F.R. ss. 2510.3-101 or otherwise under ERISA) or (v) a person investing "plan assets" of any such plan (including without limitation, for purposes of this clause (v), an insurance company general account, but excluding any entity registered under the Investment Company Act of 1940, as amended); or (b) an insurance company acting on behalf of a general account and (i) on the date of purchase less than 25% (or such lesser percentage as may determined by the Depositor) of the assets of such general account (as reasonably determined by it) constitute "plan assets" for purposes of Title I of ERISA and Section 4975 of the Code, (ii) the purchase and holding of such Class C Certificates are eligible for exemptive relief under Sections (I) and (III) of Prohibited Transaction Class Exemption 95-60, and (iii) the purchaser agrees that if, after the purchaser's initial acquisition of the Class C Certificates, at any time during any calendar quarter 25% (or such lesser percentage as may be determined by the Depositor) or more of the assets of such general account (as reasonably determined by it no less frequently than each calendar quarter) constitute "plan assets" for purposes of Title I of ERISA or Section 4975 of the Code and no exemption or exception from the prohibited transaction rules applies to the continued holding of the Class C Certificates under Section 401(c) of ERISA and the final regulations thereunder or under an exemption or regulation issued by the United States Department of Labor under ERISA, it will dispose of all Class C Certificates then held in its general account by the end of the next following calendar quarter. In addition, the Certificates may not be acquired by or on behalf of a Person other than (A) a citizen or resident of the United States, (B) a corporation or partnership organized in or under the laws of the United States or any political subdivision thereof, (C) an estate the income of which is includible in gross income for United States tax purposes, regardless of its source, (D) a trust if a U.S. court is able to exercise primary supervision over the administration of such trust and one or more Persons meeting the conditions of this paragraph has the authority to control all substantial decisions of the trust or (E) a Person not described in clauses (A) through (D) above whose ownership of the Certificates is effectively connected with such Person's conduct of a trade or business within the United States (within the meaning of the Code) and who provides the Owner Trustee and the Depositor with an IRS Form 4224 (and such other certifications, representations, or opinions of counsel as may be requested by the Owner Trustee or the Depositor). The obligations and responsibilities created by the Trust Agreement and the Trust created thereby shall terminate (i) upon the maturity or other liquidation of the last remaining Receivable and the disposition of any amounts received upon such maturity or liquidation or (ii) upon the payment to the Noteholders, the Swap Counterparties and the Certificateholders of all amounts required to be paid to them pursuant to the Indenture, the Trust Agreement, the Sale and Servicing Agreement and the Interest Rate Swap Agreements, and upon such termination any remaining assets of the Trust shall be distributed to the Depositor. The Servicer of the Receivables may at its option purchase the assets of the Trust at a price specified in the Sale and Servicing Agreement, and such purchase of the Receivables and other property of the Trust will effect early retirement of the Notes and the Certificates; however, such right of purchase is exercisable only as of the last day of any Collection Period as of which the Pool Balance is less than or equal to 10% of the Initial Pool Balance.
Appears in 1 contract
Samples: Trust Agreement (Ford Credit Auto Receivables Two L P)
Reverse of Certificate. The Certificates do not represent an obligation of, or an interest in, the Depositor, the General PartnerSeller, the Servicer, General Motors Corporation, the AdministratorIndenture Trustee, the Owner Trustee or any Affiliates affiliates of any of them and no recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated herein, herein or in the Trust Agreement or in the other Basic Documents. In addition, this Certificate is not guaranteed by any governmental agency or instrumentality and is limited in right of payment to certain collections and recoveries with respect to the Receivables (and certain other amounts), all as more specifically set forth herein and in the Trust Agreement and the Trust Sale and Servicing Agreement. A copy of each of the Trust Sale and Servicing Agreement and the Trust Agreement may be examined during normal business hours at the principal office of the Seller, and at such other places, if any, designated by the Seller, by any Certificateholder upon written request. The Trust Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor Seller and the rights of the Certificateholders under the Trust Agreement at any time by the Depositor Seller and the Owner Trustee with the consent of the Noteholders and Holders of the Certificateholders Notes evidencing not less than a majority of the principal amount Outstanding Amount of the Notes Outstanding and as of the Aggregate Certificate Balance, respectively, close of the preceding Distribution Date and the consent of Certificateholders whose Certificates evidence not less than a majority of the Swap CounterpartiesVoting Interests as of the close of the preceding Distribution Date. Any such consent by the Certificateholder Holder of this Certificate shall be conclusive and binding on such Certificateholder holder and on all future Certificateholders Holders of this Certificate and of any Certificate issued upon the registration of Transfer transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Trust Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Noteholders, Swap Counterparties Certificates or the CertificateholdersNotes. As provided in the Trust Agreement and subject to certain limitations therein set forth, the Transfer transfer of the Certificates are registrable this Certificate is registerable in the Certificate Register upon surrender of this Certificate for registration of Transfer transfer at the offices or agencies of the Certificate Registrar maintained by The Bank the Owner Trustee in the City of New York in its capacity as Certificate Registrar, or by any successor Certificate Registrar, in New York, New York, accompanied by (i) a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the holder Holder hereof or such holderHolder's attorney duly authorized in writingwriting and (ii) if requested by the Seller, the Undertaking Letter required by Section 9.12 of the Trust Agreement, and thereupon one or more new Certificates of authorized denominations evidencing the same aggregate interest in the Trust will be issued to the designated transferee. The initial Certificate Registrar appointed under the Trust Agreement is Bankers Trust Company, New York, New York. The Certificates are issuable only as registered Certificates without coupons in denominations of at least $20,000 and in or integral multiples of $1,000 in excess thereof; provided, however, that one Certificate may be issued in a denomination that includes any residual amount. As provided in the Trust Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of like Class and authorized denominations evidencing the same aggregate denomination, as requested by the Certificateholder Holder surrendering the same; PROVIDED, HOWEVER, that no Certificate may be subdivided such that the denomination of any resulting Certificate is less than $20,000. No service charge will shall be made for any such registration of Transfer transfer or exchange, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith. The Owner Trustee, the Certificate Registrar and any agent of the Owner Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Owner Trustee, the Certificate Registrar or any such agent shall be affected by any notice to the contrary. The Class C Certificates may be acquired only by an entity that is either: (a) not, and each account (if any) for which it is purchasing the Class C Certificates is not (i) an employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) that is subject to Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the "Code") that is subject to Section 4975 of the Code, (iii) a governmental plan, as defined in Section 3(32) of ERISA, subject to any federal, State or local law which is, to a material extent, similar to the provisions of Section 406 of ERISA or Section 4975 of the Code, (iv) an entity whose underlying assets include plan assets by reason of a plan's investment in the entity (within the meaning of Department of Labor Regulation 29 C.F.R. ss. 2510.3-101 or otherwise under ERISA) or (v) a person investing "plan assets" of any such plan (including without limitation, for purposes of this clause (v), an insurance company general account, but excluding any entity registered under the Investment Company Act of 1940, as amended); or (b) an insurance company acting on behalf of a general account and (i) on the date of purchase less than 25% (or such lesser percentage as may determined by the Depositor) of the assets of such general account (as reasonably determined by it) constitute "plan assets" for purposes of Title I of ERISA and Section 4975 of the Code, (ii) the purchase and holding of such Class C Certificates are eligible for exemptive relief under Sections (I) and (III) of Prohibited Transaction Class Exemption 95-60, and (iii) the purchaser agrees that if, after the purchaser's initial acquisition of the Class C Certificates, at any time during any calendar quarter 25% (or such lesser percentage as may be determined by the Depositor) or more of the assets of such general account (as reasonably determined by it no less frequently than each calendar quarter) constitute "plan assets" for purposes of Title I of ERISA or Section 4975 of the Code and no exemption or exception from the prohibited transaction rules applies to the continued holding of the Class C Certificates under Section 401(c) of ERISA and the final regulations thereunder or under an exemption or regulation issued by the United States Department of Labor under ERISA, it will dispose of all Class C Certificates then held in its general account by the end of the next following calendar quarter. In addition, the Certificates may not be acquired by or on behalf of a Person other than (A) a citizen or resident of the United States, (B) a corporation or partnership organized in or under the laws of the United States or any political subdivision thereof, (C) an estate the income of which is includible in gross income for United States tax purposes, regardless of its source, (D) a trust if a U.S. court is able to exercise primary supervision over the administration of such trust and one or more Persons meeting the conditions of this paragraph has the authority to control all substantial decisions of the trust or (E) a Person not described in clauses (A) through (D) above whose ownership of the Certificates is effectively connected with such Person's conduct of a trade or business within the United States (within the meaning of the Code) and who provides the Owner Trustee and the Depositor with an IRS Form 4224 (and such other certifications, representations, or opinions of counsel as may be requested by the Owner Trustee or the Depositor). The obligations and responsibilities created by the Trust Agreement and the Trust created thereby shall terminate in accordance with Article VII of Trust Agreement. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE ------------------------------------------------------------------------------ (iPlease print or type name and address, including postal zip code, of assignee) upon ------------------------------------------------------------------------------------------------- the maturity or other liquidation within Certificate, and all rights thereunder, hereby irrevocably constituting and appointing _________________________________________________________ Attorney to transfer said Certificate on the books of the last remaining Receivable and the disposition Certificate Registrar, with full power of any amounts received upon such maturity or liquidation or (ii) upon the payment to the Noteholders, the Swap Counterparties and the Certificateholders of all amounts required to be paid to them pursuant to the Indenture, the Trust Agreement, the Sale and Servicing Agreement and the Interest Rate Swap Agreements, and upon such termination any remaining assets of the Trust shall be distributed to the Depositor. The Servicer of the Receivables may at its option purchase the assets of the Trust at a price specified substitution in the Sale and Servicing Agreement, and such purchase of the Receivables and other property of the Trust will effect early retirement of the Notes and the Certificates; however, such right of purchase is exercisable only as of the last day of any Collection Period as of which the Pool Balance is less than or equal to 10% of the Initial Pool Balance.premises. Date: _____________________________* Signature Guaranteed: _____________________________*
Appears in 1 contract
Reverse of Certificate. The Certificates do not represent an obligation of, or an interest in, the Depositor, the General PartnerSeller, the Servicer, General Motors Corporation, the AdministratorIndenture Trustee, the Owner Trustee or any Affiliates affiliates of any of them and no recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated herein, herein or in the Trust Agreement or in the other Basic Documents. In addition, this Certificate is not guaranteed by any governmental agency or instrumentality and is limited in right of payment to certain collections and recoveries with respect to the Receivables held by the Trust (and certain other amounts), all as more specifically set forth herein and herein, in the Trust Agreement and the Trust Sale and Servicing Agreement. A copy of each of the Trust Sale and Servicing Agreement and the Trust Agreement may be examined during normal business hours at the principal office of the Seller, and at such other places, if any, designated by the Seller, by any Certificateholder upon written request. The Trust Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor Seller and the rights of the Certificateholders under the Trust Agreement at any time by the Depositor Seller and the Owner Trustee with the consent of the Noteholders and Holders of the Certificateholders Notes evidencing not less than a majority of the principal amount Outstanding Amount of the Notes Outstanding and as of the Aggregate Certificate Balance, respectively, close of the preceding Distribution Date and the consent of Certificateholders whose Certificates evidence not less than a majority of the Swap CounterpartiesVoting Interests as of the close of the preceding Distribution Date. Any such consent by the Certificateholder Holder of this Certificate shall be conclusive and binding on such Certificateholder Holder and on all future Certificateholders Holders of this Certificate and of any Certificate issued upon the registration of Transfer transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Trust Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Noteholders, Swap Counterparties Certificates or the Certificateholders. As provided in the Trust Agreement and subject to certain limitations therein set forth, the Transfer of the Certificates are registrable in the Certificate Register upon surrender of this Certificate for registration of Transfer at the offices or agencies maintained by The Bank of New York in its capacity as Certificate Registrar, or by any successor Certificate Registrar, in New York, New York, accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the holder hereof or such holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same aggregate interest in the Trust will be issued to the designated transferee. The Certificates are issuable as registered Certificates without coupons in denominations of at least $20,000 and in integral multiples of $1,000 in excess thereof. Certificates are exchangeable for new Certificates of like Class and authorized denominations evidencing the same aggregate denomination, as requested by the Certificateholder surrendering the same. No service charge will be made for any such registration of Transfer or exchange, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith. The Owner Trustee, the Certificate Registrar and any agent of the Owner Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Owner Trustee, the Certificate Registrar or any such agent shall be affected by any notice to the contrary. The Class C Certificates may be acquired only by an entity that is either: (a) not, and each account (if any) for which it is purchasing the Class C Certificates is not (i) an employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) that is subject to Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the "Code") that is subject to Section 4975 of the Code, (iii) a governmental plan, as defined in Section 3(32) of ERISA, subject to any federal, State or local law which is, to a material extent, similar to the provisions of Section 406 of ERISA or Section 4975 of the Code, (iv) an entity whose underlying assets include plan assets by reason of a plan's investment in the entity (within the meaning of Department of Labor Regulation 29 C.F.R. ss. 2510.3-101 or otherwise under ERISA) or (v) a person investing "plan assets" of any such plan (including without limitation, for purposes of this clause (v), an insurance company general account, but excluding any entity registered under the Investment Company Act of 1940, as amended); or (b) an insurance company acting on behalf of a general account and (i) on the date of purchase less than 25% (or such lesser percentage as may determined by the Depositor) of the assets of such general account (as reasonably determined by it) constitute "plan assets" for purposes of Title I of ERISA and Section 4975 of the Code, (ii) the purchase and holding of such Class C Certificates are eligible for exemptive relief under Sections (I) and (III) of Prohibited Transaction Class Exemption 95-60, and (iii) the purchaser agrees that if, after the purchaser's initial acquisition of the Class C Certificates, at any time during any calendar quarter 25% (or such lesser percentage as may be determined by the Depositor) or more of the assets of such general account (as reasonably determined by it no less frequently than each calendar quarter) constitute "plan assets" for purposes of Title I of ERISA or Section 4975 of the Code and no exemption or exception from the prohibited transaction rules applies to the continued holding of the Class C Certificates under Section 401(c) of ERISA and the final regulations thereunder or under an exemption or regulation issued by the United States Department of Labor under ERISA, it will dispose of all Class C Certificates then held in its general account by the end of the next following calendar quarter. In addition, the Certificates may not be acquired by or on behalf of a Person other than (A) a citizen or resident of the United States, (B) a corporation or partnership organized in or under the laws of the United States or any political subdivision thereof, (C) an estate the income of which is includible in gross income for United States tax purposes, regardless of its source, (D) a trust if a U.S. court is able to exercise primary supervision over the administration of such trust and one or more Persons meeting the conditions of this paragraph has the authority to control all substantial decisions of the trust or (E) a Person not described in clauses (A) through (D) above whose ownership of the Certificates is effectively connected with such Person's conduct of a trade or business within the United States (within the meaning of the Code) and who provides the Owner Trustee and the Depositor with an IRS Form 4224 (and such other certifications, representations, or opinions of counsel as may be requested by the Owner Trustee or the Depositor). The obligations and responsibilities created by the Trust Agreement and the Trust created thereby shall terminate (i) upon the maturity or other liquidation of the last remaining Receivable and the disposition of any amounts received upon such maturity or liquidation or (ii) upon the payment to the Noteholders, the Swap Counterparties and the Certificateholders of all amounts required to be paid to them pursuant to the Indenture, the Trust Agreement, the Sale and Servicing Agreement and the Interest Rate Swap Agreements, and upon such termination any remaining assets of the Trust shall be distributed to the Depositor. The Servicer of the Receivables may at its option purchase the assets of the Trust at a price specified in the Sale and Servicing Agreement, and such purchase of the Receivables and other property of the Trust will effect early retirement of the Notes and the Certificates; however, such right of purchase is exercisable only as of the last day of any Collection Period as of which the Pool Balance is less than or equal to 10% of the Initial Pool BalanceNotes.
Appears in 1 contract
Reverse of Certificate. The Certificates do not represent an obligation of, or an interest in, the Depositor, the General PartnerSeller, the Servicer, General Motors Corporation, the AdministratorIndenture Trustee, the Owner Trustee or any Affiliates affiliates of any of them and no recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated herein, herein or in the Trust Agreement or in the other Basic Documents. In addition, this Certificate is not guaranteed by any governmental agency or instrumentality and is limited in right of payment to certain collections and recoveries with respect to the Receivables (and certain other amounts), all as more specifically set forth herein and in the Trust Agreement and the Trust Sale and Servicing Agreement. A copy of each of the Trust Sale and Servicing Agreement and the Trust Agreement may be examined during normal business hours at the principal office of the Seller, and at such other places, if any, designated by the Seller, by any Certificateholder upon written request. The Trust Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor Seller and the rights of the Certificateholders under the Trust Agreement at any time by the Depositor Seller and the Owner Trustee with the consent of the Noteholders and Holders of the Certificateholders Notes evidencing not less than a majority of the principal amount Outstanding Amount of the Notes Outstanding and as of the Aggregate Certificate Balance, respectively, close of the preceding Distribution Date and the consent of Certificateholders whose Certificates evidence not less than a majority of the Swap CounterpartiesVoting Interests as of the close of the preceding Distribution Date. Any such consent by the Certificateholder Holder of this Certificate shall be conclusive and binding on such Certificateholder holder and on all future Certificateholders Holders of this Certificate and of any Certificate issued upon the registration of Transfer transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Trust Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Noteholders, Swap Counterparties Certificates or the CertificateholdersNotes. As provided in the Trust Agreement and subject to certain limitations therein set forth, the Transfer transfer of the Certificates are registrable this Certificate is registerable in the Certificate Register upon surrender of this Certificate for registration of Transfer transfer at the offices or agencies of the Certificate Registrar maintained by The Bank the Owner Trustee in the City of New York in its capacity as Certificate Registrar, or by any successor Certificate Registrar, in New York, New York, accompanied by (i) a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the holder Holder hereof or such holderHolder's attorney duly authorized in writingwriting and (ii) if requested by the Seller, the Undertaking Letter required by Section 9.12 of the Trust Agreement, and thereupon one or more new Certificates of authorized denominations evidencing the same aggregate interest in the Trust will be issued to the designated transferee. The initial Certificate Registrar appointed under the Trust Agreement is Bankers Trust Company, New York, New York. The Certificates are issuable only as registered Certificates without coupons in denominations of at least $20,000 and in or integral multiples of $1,000 in excess thereof; provided, however, that one Certificate may be issued in a denomination that includes any residual amount. As provided in the Trust Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of like Class and authorized denominations evidencing the same aggregate denomination, as requested by the Certificateholder Holder surrendering the same; provided, however, that no Certificate may be subdivided such that the denomination of any resulting Certificate is less than $20,000. No service charge will shall be made for any such registration of Transfer transfer or exchange, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith. The Owner Trustee, the Certificate Registrar and any agent of the Owner Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Owner Trustee, the Certificate Registrar or any such agent shall be affected by any notice to the contrary. The Class C Certificates may be acquired only by an entity that is either: (a) not, and each account (if any) for which it is purchasing the Class C Certificates is not (i) an employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) that is subject to Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the "Code") that is subject to Section 4975 of the Code, (iii) a governmental plan, as defined in Section 3(32) of ERISA, subject to any federal, State or local law which is, to a material extent, similar to the provisions of Section 406 of ERISA or Section 4975 of the Code, (iv) an entity whose underlying assets include plan assets by reason of a plan's investment in the entity (within the meaning of Department of Labor Regulation 29 C.F.R. ss. 2510.3-101 or otherwise under ERISA) or (v) a person investing "plan assets" of any such plan (including without limitation, for purposes of this clause (v), an insurance company general account, but excluding any entity registered under the Investment Company Act of 1940, as amended); or (b) an insurance company acting on behalf of a general account and (i) on the date of purchase less than 25% (or such lesser percentage as may determined by the Depositor) of the assets of such general account (as reasonably determined by it) constitute "plan assets" for purposes of Title I of ERISA and Section 4975 of the Code, (ii) the purchase and holding of such Class C Certificates are eligible for exemptive relief under Sections (I) and (III) of Prohibited Transaction Class Exemption 95-60, and (iii) the purchaser agrees that if, after the purchaser's initial acquisition of the Class C Certificates, at any time during any calendar quarter 25% (or such lesser percentage as may be determined by the Depositor) or more of the assets of such general account (as reasonably determined by it no less frequently than each calendar quarter) constitute "plan assets" for purposes of Title I of ERISA or Section 4975 of the Code and no exemption or exception from the prohibited transaction rules applies to the continued holding of the Class C Certificates under Section 401(c) of ERISA and the final regulations thereunder or under an exemption or regulation issued by the United States Department of Labor under ERISA, it will dispose of all Class C Certificates then held in its general account by the end of the next following calendar quarter. In addition, the Certificates may not be acquired by or on behalf of a Person other than (A) a citizen or resident of the United States, (B) a corporation or partnership organized in or under the laws of the United States or any political subdivision thereof, (C) an estate the income of which is includible in gross income for United States tax purposes, regardless of its source, (D) a trust if a U.S. court is able to exercise primary supervision over the administration of such trust and one or more Persons meeting the conditions of this paragraph has the authority to control all substantial decisions of the trust or (E) a Person not described in clauses (A) through (D) above whose ownership of the Certificates is effectively connected with such Person's conduct of a trade or business within the United States (within the meaning of the Code) and who provides the Owner Trustee and the Depositor with an IRS Form 4224 (and such other certifications, representations, or opinions of counsel as may be requested by the Owner Trustee or the Depositor). The obligations and responsibilities created by the Trust Agreement and the Trust created thereby shall terminate in accordance with Article VII of Trust Agreement. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE -------------------------------------------------------------------------------- (iPlease print or type name and address, including postal zip code, of assignee) -------------------------------------------------------------------------------- the within Certificate, and all rights thereunder, hereby irrevocably constituting and appointing Attorney to transfer said ---------------------------------------------------- Certificate on the books of the Certificate Registrar, with full power of substitution in the premises. Dated: * --------------------------------- Signature Guaranteed: * ---------------------------------- * NOTICE: The signature to this assignment must correspond with the name as it appears upon the maturity or other liquidation face of the last remaining Receivable and the disposition of within Certificate in every particular, without alteration, enlargement or any amounts received upon such maturity or liquidation or (ii) upon the payment to the Noteholders, the Swap Counterparties and the Certificateholders of all amounts required to change whatever. Such signature must be paid to them pursuant to the Indenture, the Trust Agreement, the Sale and Servicing Agreement and the Interest Rate Swap Agreements, and upon such termination any remaining assets guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. EXHIBIT B CERTIFICATE OF TRUST OF CAPITAL AUTO RECEIVABLES ASSET TRUST 1999-2 THIS Certificate of Trust shall be distributed of Capital Auto Receivables Asset Trust 1999-2 (the "Trust") is being duly executed and filed by the undersigned, as trustee, to form a business trust under the Depositor. The Servicer of Delaware Business Trust Act (12 Del. C. ss.3801 et seq.) (the Receivables may at its option purchase the assets of the Trust at a price specified in the Sale and Servicing Agreement, and such purchase of the Receivables and other property of the Trust will effect early retirement of the Notes and the Certificates; however, such right of purchase is exercisable only as of the last day of any Collection Period as of which the Pool Balance is less than or equal to 10% of the Initial Pool Balance"Act").
Appears in 1 contract
Reverse of Certificate. The Certificates do not represent a direct obligation of, or an obligation ofguaranteed by, or an interest in, the Depositor, Company or the General Partner, the Servicer, the Administrator, the Owner Trustee or any Affiliates of any of them and no recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated herein, in the Trust Agreement or in the other Basic Documentsaffiliate thereof. In addition, this Certificate is not guaranteed by any governmental agency or instrumentality and is The Certificates are limited in right of payment to certain collections with respect to the Receivables (and certain other amounts)payment, all as more specifically set forth herein on the face hereof and in the Sale and Servicing Agreement. All payments or distributions made to Certificateholders under the Agreement shall be made only from the Trust Property and only to the extent that the Trustee shall have sufficient income or proceeds from the Trust Property to make such payments in accordance with the terms of the Agreement. Each Certificateholder of this Certificate, by its acceptance hereof, agrees that it will look solely to the income and proceeds from the Trust Property to the extent available for distribution to such Certificateholder as provided in the Agreement. This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby. A copy of the Agreement may be examined during normal business hours at the principal office of the Trustee, and at such other places, if any, designated by the Trustee, by any Certificateholder upon request. The Trust Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor Company and the rights of the Certificateholders under the Trust Agreement at any time by the Depositor Company and the Owner Trustee with the consent of the Noteholders and the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority of in interest in the principal amount of the Notes Outstanding and the Aggregate Certificate Balance, respectively, and the consent of the Swap CounterpartiesTrust. Any such consent by the Certificateholder of this Certificate shall be conclusive and binding on such Certificateholder and on upon all future Certificateholders of this Certificate and of any Certificate issued upon the registration of Transfer transfer hereof or in exchange herefor hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Trust Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Certificateholders of any of the Noteholders, Swap Counterparties or the CertificateholdersCertificates. As provided in the Trust Agreement and subject to certain limitations therein set forth, the Transfer transfer of the Certificates are this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of Transfer transfer at the offices or agencies maintained by The Bank of New York the Trustee in its capacity as Certificate Registrar, or by any successor Certificate Registrar, in the Borough of Manhattan, City of New York, New York, duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar Registrar, duly executed by the holder Certificateholder hereof or such holderCertificateholder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same aggregate interest Fractional Undivided Interest in the Trust will be issued to the designated transfereetransferee or transferees. The Certificates are issuable only as registered Certificates without coupons in minimum denominations of at least $20,000 1,000 Fractional Undivided Interest and in integral multiples of $1,000 in excess thereof, except that one Certificate may be issued in a different denomination. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of like Class and authorized denominations evidencing the same aggregate denominationFractional Undivided Interest in the Trust, as requested by the Certificateholder surrendering the same. No service charge will be made for any such registration of Transfer transfer or exchange, but the Owner Trustee or the Certificate Registrar may shall require payment by the holder of a sum sufficient to cover any tax or governmental charge payable in connection therewith. The Owner Trustee, the Certificate Registrar Registrar, and any agent of the Owner Trustee or the Certificate Registrar may treat the Person person in whose name this Certificate is registered as the owner hereof for all purposes, and none of neither the Owner Trustee, the Certificate Registrar or Registrar, nor any such agent shall be affected by any notice to the contrary. The Class C Certificates may be acquired only by an entity that is either: (a) not, and each account (if any) for which it is purchasing the Class C Certificates is not (i) an employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) that is subject to Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the "Code") that is subject to Section 4975 of the Code, (iii) a governmental plan, as defined in Section 3(32) of ERISA, subject to any federal, State or local law which is, to a material extent, similar to the provisions of Section 406 of ERISA or Section 4975 of the Code, (iv) an entity whose underlying assets include plan assets by reason of a plan's investment in the entity (within the meaning of Department of Labor Regulation 29 C.F.R. ss. 2510.3-101 or otherwise under ERISA) or (v) a person investing "plan assets" of any such plan (including without limitation, for purposes of this clause (v), an insurance company general account, but excluding any entity registered under the Investment Company Act of 1940, as amended); or (b) an insurance company acting on behalf of a general account and (i) on the date of purchase less than 25% (or such lesser percentage as may determined by the Depositor) of the assets of such general account (as reasonably determined by it) constitute "plan assets" for purposes of Title I of ERISA and Section 4975 of the Code, (ii) the purchase and holding of such Class C Certificates are eligible for exemptive relief under Sections (I) and (III) of Prohibited Transaction Class Exemption 95-60, and (iii) the purchaser agrees that if, after the purchaser's initial acquisition of the Class C Certificates, at any time during any calendar quarter 25% (or such lesser percentage as may be determined by the Depositor) or more of the assets of such general account (as reasonably determined by it no less frequently than each calendar quarter) constitute "plan assets" for purposes of Title I of ERISA or Section 4975 of the Code and no exemption or exception from the prohibited transaction rules applies to the continued holding of the Class C Certificates under Section 401(c) of ERISA and the final regulations thereunder or under an exemption or regulation issued by the United States Department of Labor under ERISA, it will dispose of all Class C Certificates then held in its general account by the end of the next following calendar quarter. In addition, the Certificates may not be acquired by or on behalf of a Person other than (A) a citizen or resident of the United States, (B) a corporation or partnership organized in or under the laws of the United States or any political subdivision thereof, (C) an estate the income of which is includible in gross income for United States tax purposes, regardless of its source, (D) a trust if a U.S. court is able to exercise primary supervision over the administration of such trust and one or more Persons meeting the conditions of this paragraph has the authority to control all substantial decisions of the trust or (E) a Person not described in clauses (A) through (D) above whose ownership of the Certificates is effectively connected with such Person's conduct of a trade or business within the United States (within the meaning of the Code) and who provides the Owner Trustee and the Depositor with an IRS Form 4224 (and such other certifications, representations, or opinions of counsel as may be requested by the Owner Trustee or the Depositor). The obligations and responsibilities created by the Trust Agreement and the Trust created thereby shall terminate (i) upon the maturity or other liquidation of the last remaining Receivable and the disposition of any amounts received upon such maturity or liquidation or (ii) upon the payment distribution to the Noteholders, the Swap Counterparties and the Certificateholders of all amounts required to be paid distributed to them pursuant to the Indenture, the Trust Agreement, the Sale and Servicing Agreement and the Interest Rate Swap Agreements, and upon such termination any remaining assets disposition of all property held as part of the Trust shall be distributed to the Depositor. The Servicer of the Receivables may at its option purchase the assets of the Trust at a price specified in the Sale and Servicing Agreement, and such purchase of the Receivables and other property of the Trust will effect early retirement of the Notes and the Certificates; however, such right of purchase is exercisable only as of the last day of any Collection Period as of which the Pool Balance is less than or equal to 10% of the Initial Pool BalanceProperty.
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