THE NOTES AND THE CERTIFICATES Sample Clauses

This clause defines the nature and characteristics of the financial instruments referred to as "the Notes" and "the Certificates" within the agreement. It typically outlines what these instruments represent, such as debt obligations or entitlements to payments, and may specify their terms, denominations, and how they are issued or transferred. By clearly describing these instruments, the clause ensures all parties understand their rights and obligations regarding the Notes and Certificates, thereby reducing ambiguity and facilitating smooth transactions.
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
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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
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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
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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.
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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 
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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 Maintenance of Office and Transfer Books by the Depositary. Until termination of this Deposit Agreement in accordance with its terms, the Depositary shall maintain in the Borough of Manhattan, The City of New York, facilities for the execution and delivery, registration, registration of transfers and surrender of Receipts in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Owners, provided that such inspection shall not be for the purpose of communicating with Owners in the interest of a business or object other than the business of the Issuer or a matter related to this Deposit Agreement or the Receipts. The Depositary may close the transfer books, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunder or at the written request of the Issuer. If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or, after consultation with the Issuer, appoint a Registrar or one or more co-registrars for registry of such Receipts in accordance with any requirements of such exchange or exchanges. The Issuer shall have the right, at all reasonable times, to inspect transfer and registration records of the Depositary, the Registrar and any co-transfer agents or co-registrars and to require such parties to supply copies of such portions of their records as the Issuer may request. SECTION 5.2 Prevention or Delay in Performance by the Depositary or the Issuer. Neither the Depositary nor the Issuer, nor any of their respective directors, employees, agents or affiliates, shall incur any liability to any Owner or holder of any Receipt, (i) if by reason of any provision of any present or future law or regulation of the United States, Australia or any other country, or of any governmental or regulatory authority or stock exchange or automated quotation system, or by reason of any provision, present or future, of the Issuer's Constitution, or by reason of any provision of any securities issued or distributed by the Issuer (or an offering or distribution thereof), or by reason of any act of God or war or terrorism or other circumstances beyond its control, the Depositary or the Issuer (or any of their directors, employees, agents or affiliates) shall be prevented, delayed or forbidden from, or be subject to any civil or criminal penalty on account of, doing or performing any act or thing which by the terms of this Deposit Agreement or Deposited Securities it is provided shall be done or performed, (ii) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of this Deposit Agreement it is provided shall or may be done or performed, (iii) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement, (iv) for the inability of any Owner or holder to benefit from any distribution, offering, right or other benefit which is made available to holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Owners or holders, or (v) for any special, consequential or punitive damages for any breach of the terms of this Deposit Agreement. Where, by the terms of a distribution pursuant to Sections 4.1, 4.2, or 4.3 of the Deposit Agreement, or an offering or distribution pursuant to Section 4.4 of the Deposit Agreement, or for any other reason, such distribution or offering may not be made available to Owners, and the Depositary may not dispose of such distribution or offering on behalf of such Owners and make the net proceeds available to such Owners, then the Depositary shall not make such distribution or offering, and shall allow any rights, if applicable, to lapse.

  • 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. (b) The Certificates shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) all as determined by the officers executing such Certificates, as evidenced by their execution of such Certificates. The Certificates shall be fully registered. (c) The Certificates shall be issued in fully-registered form. The terms of the Certificates set forth in Exhibit A shall form part of this Agreement.

  • 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 5.01 Maintenance of Office and Transfer Books by the Depositary.