THE NOTES AND THE CERTIFICATES Sample Clauses

THE NOTES AND THE CERTIFICATES. 24 Section 5.01 The Notes and the Certificates.............................................................24 Section 5.02 Initial Issuance of Notes and Certificates.................................................27 Section 5.03 Registration of Transfer and Exchange of Notes and Certificates............................28 Section 5.04 Mutilated, Destroyed, Lost or Stolen Notes and Certificates................................29 Section 5.05 Persons Deemed Owners......................................................................29 Section 5.06 Access to List of Noteholders' Names and Addresses.........................................30 Section 5.07 Acts of Noteholders........................................................................30 Section 5.08 No Proceedings; Limited Recourse...........................................................30 i 3
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THE NOTES AND THE CERTIFICATES. (a) The Notes will be issued in denominations of $100,000 and multiples of $1,000 in excess thereof (with the exception of one Note of each Class which may be issued in an odd amount) of the Initial Class A-1 Note Principal Balance, the Initial Class A-2 Note Principal Balance, the Initial Class A-3 Note Principal Balance, the Initial Class A-4 Note Principal Balance, the Initial Class B Note Principal Balance, the Initial Class C Note Principal Balance and the Initial Class D Note Principal Balance, respectively. The Certificates shall not have denominations. Each Note shall represent
THE NOTES AND THE CERTIFICATES. 25 Section 4.01. Rates Applicable to Instruments.......................................................25 Section 4.02. Assignments and Participations........................................................25 Section 4.03. Taxes.................................................................................28 Section 4.04. Avoidance of Taxes, Other Charges and Increased Costs.................................30 Section 4.05. Sharing of Payments, Etc..............................................................31 Section 4.06. Instrument Holders' Credit Decisions..................................................31 ARTICLE V. MISCELLANEOUS..................................................................................32 Section 5.01. Survival..............................................................................32 Section 5.02. Notices...............................................................................32
THE NOTES AND THE CERTIFICATES. 22 Section 4.01. Rates Applicable to Instruments; Secondary Transaction 22 Section 4.02. Assignments and Participations . . . . . . . . . . . . 24 Section 4.03. Taxes. . . . . . . . . . . . . . . . . . . . . . . . . 27 Section 4.04. Avoidance of Taxes, Other Charges and Increased Costs. 29 Section 4.05.
THE NOTES AND THE CERTIFICATES. 25 Section 4.01. Rates Applicable to Instruments. . . . . . . . . . . . 25 Section 4.02. Assignments and Participations . . . . . . . . . . . . 25 Section 4.03. Taxes. . . . . . . . . . . . . . . . . . . . . . . . . 28 Section 4.04. Avoidance of Taxes, Other Charges and Increased Costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 Section 4.05. Sharing of Payments, Etc . . . . . . . . . . . . . . . 31 Section 4.06. Instrument Holders' Credit Decisions . . . . . . . . . 31 ARTICLE V. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 Section 5.01. Survival . . . . . . . . . . . . . . . . . . . . . . . 32 Section 5.02. Notices. . . . . . . . . . . . . . . . . . . . . . . . 32 Section 5.03. Severability . . . . . . . . . . . . . . . . . . . . . 34 Section 5.04. Amendments, Etc. . . . . . . . . . . . . . . . . . . . 34 Section 5.05. Headings . . . . . . . . . . . . . . . . . . . . . . . 34 Section 5.06. Definitions. . . . . . . . . . . . . . . . . . . . . . 34 Section 5.07. Benefit. . . . . . . . . . . . . . . . . . . . . . . . 34 Section 5.08. Place of Payment . . . . . . . . . . . . . . . . . . . 35 Section 5.09. Counterparts . . . . . . . . . . . . . . . . . . . . . 35 Section 5.10. Governing Law; Venue . . . . . . . . . . . . . . . . . 35 Section 5.11. Business Day . . . . . . . . . . . . . . . . . . . . . 35 Section 5.12. The Trustee. . . . . . . . . . . . . . . . . . . . . . 36 Section 5.13. Estoppel Certificates. . . . . . . . . . . . . . . . . 36 Section 5.14. Transaction Documents; Further Assurances. . . . . . . 36 Section 5.15. Confidentiality. . . . . . . . . . . . . . . . . . . . 37 Section 5.16. Interest . . . . . . . . . . . . . . . . . . . . . . . 37 Section 5.17. Money. . . . . . . . . . . . . . . . . . . . . . . . . 38 Section 5.18. Number and Gender of Words . . . . . . . . . . . . . . 38 Section 5.19. Articles, Sections, Exhibits, and Schedules. . . . . . 38 Section 5.20. Decisions of Parties . . . . . . . . . . . . . . . . . 39 Section 5.21. Restructure of Transaction . . . . . . . . . . . . . . 39 Section 5.22. Construction of Agreement. . . . . . . . . . . . . . . 39 Section 5.23. Brokers. . . . . . . . . . . . . . . . . . . . . . . . 40 Section 5.24. WAIVER OF JURY TRIAL . . . . . . . . . . . . . . . . . 40 ARTICLE VI. THE
THE NOTES AND THE CERTIFICATES 

Related to THE NOTES AND THE CERTIFICATES

  • Registration of the Certificates Wilmington Trust, National Association, as an agent of the Issuer, in its capacity as “Certificate Registrar” (the “Certificate Registrar”) shall maintain at its Corporate Trust Office, or at the office of any agent appointed by it and approved in writing by the Certificateholders at the time of such appointment, a register (the “Certificate Register”) for the registration and transfer of any Certificate. Prior to the due presentment for registration of transfer of any Certificate, the Owner Trustee, the Indenture Trustee and the Certificate Registrar or any agent of the Owner Trustee, the Indenture Trustee or the Certificate Registrar shall treat the Person in whose name any Certificate is registered (as of the applicable Record Date) as the owner of such Certificate for the purpose of receiving distributions on such Certificate and for all other purposes whatsoever. For the avoidance of doubt, a Certificate is not negotiable, and the records maintained by the Certificate Registrar in the Certificate Register with respect to each Certificate and its related registered owner are intended to cause the Certificates to be issued in registered form, within the meaning of Treasury Regulation section 5f.103-1(c), and shall record (a) the Percentage Interest evidenced by each Certificate and (b) all distributions made to each Certificateholder with respect to the Issuer’s assets. The entries in the Certificate Register shall be conclusive absent manifest error.

  • THE DEPOSITARY, THE CUSTODIANS AND THE ISSUER SECTION 5.1

  • Form of the Certificates (a) The Certificates shall be substantially in the form of Exhibit A. The Certificates shall represent the entire beneficial interest in the Trust. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of a Responsible Officer of the Owner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be duly issued, fully paid and non-assessable beneficial interests in the Trust, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates.

  • The Certificates The Certificates shall be substantially in the forms attached hereto as exhibits. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature and delivery of such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned by the Trustee by manual signature, and such countersignature upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignature. On the Closing Date, the Trustee shall countersign the Certificates to be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfers.

  • THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY SECTION 5.1

  • Obligations of the Depositary, the Custodian and the Issuer The Issuer assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or holders of Receipts, except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or holder of any Receipt (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor the Issuer shall be liable for any action or nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner or any other person believed by it in good faith to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote, provided that any such action or nonaction is in good faith. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

  • Liability of the Holders of the Certificates The Holders of the Certificates shall be jointly and severally liable directly to and shall indemnify any injured party for all losses, claims, damages, liabilities and expenses of the Trust and the Owner Trustee (including Expenses, to the extent not paid out of the Owner Trust Estate); provided, however, that the Holders of the Certificates shall not be liable for payments required to be made on the Bonds or the Certificates, or for any losses incurred by a Certificateholder in the capacity of an investor in the Certificates or a Bondholder in the capacity of an investor in the Bonds. The Holders of the Certificates shall be liable for and shall promptly pay any entity level taxes imposed on the Trust. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the second preceding sentence for which the Holders of the Certificates shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligations of the Holders of the Certificates under this paragraph shall be evidenced by the Certificates.

  • Authorization of the Certificates Concurrently with the sale of the Transferred Assets to the Issuer pursuant to the Sale and Servicing Agreement, at the direction of the Seller, (a) two Book-Entry Certificates shall be executed by the Owner Trustee on behalf of the Issuer and authenticated and delivered by the Certificate Registrar in the name of Cede & Co. or (b) two Definitive Certificates shall be executed by the Owner Trustee on behalf of the Issuer and authenticated and delivered by the Certificate Registrar to or upon the written order of the Seller. The Certificates shall in the aggregate represent 100% of the Percentage Interest in the Issuer and shall be fully paid and nonassessable.

  • Obligations of the Depositary, the Custodian and the Company The Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Holder, except that the Company agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Holder (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that the Depositary agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the American Depositary Shares on behalf of any Owner or Holder or any other person. Neither the Depositary nor the Company shall be liable for any action or nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner or any other person believed by it in good faith to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote, provided that any such action or nonaction is in good faith. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

  • Duties of the Trustee and the Certificate Administrator (a) The Trustee, prior to the occurrence of a Servicer Termination Event of which a Responsible Officer of the Trustee has actual knowledge and after the curing or waiver of all Servicer Termination Events which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Trustee shall be construed as a duty. During the continuance of a Servicer Termination Event of which a Responsible Officer of the Trustee has actual knowledge, the Trustee, subject to the provisions of Section 7.02 and Section 7.04 of this Agreement, shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. The Certificate Administrator undertakes to perform at all times such duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Certificate Administrator shall be construed as a duty.

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