Dated. Signed: --------------- ---------------------------------------------- (Sign exactly as your name appears on the front of this Note) Signature Guarantee: ------------------------------------------------------------ NOTICE: Signature must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Bond Registrar which requirements will include membership or participation in the Securities Transfer Agents Medallion Program or such other "signature guarantee program" as may be determined by the Bond Registrar in addition to, or in substitution for, the Securities Transfer Agents Medallion Program, all in accordance with the Securities Exchange Act of 1934, as amended. [FORM OF LEGEND FOR BOOK-ENTRY NOTES] Any Global Note authenticated and delivered hereunder shall bear a legend in substantially the following form: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. Exhibit B [FORM OF CONVERSION NOTICE] ------------------------- CONVERSION NOTICE To: CELLSTAR CORPORATION The undersigned registered owner of this Note hereby irrevocably exercises the option to convert this Note, or the portion hereof (which is $1,000 principal amount or an integral multiple thereof) below designated, into shares of Common Stock of the Company in accordance with the terms of the Indenture referred to in this Note, and directs that the shares issuable and deliverable upon such conversion, together with any check in payment for fractional shares and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If shares or any portion of this Note not converted are to be issued in the name of a person other than the undersigned, the undersigned will check the appropriate box below and pay all transfer taxes payable with respect thereto. Any amount required to be paid to the undersigned on account of interest accompanies this Note. Dated: ------------------ ------------------------ Signature Principal amount to be converted (if less than all): -------------------- Signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of Common Stock are to be issued, or Notes to be delivered, other than to and in the name of the registered holder. ------------------------ Signature Guarantee Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: --------------------- (Name) --------------------- (Street Address) --------------------- (City, State and Zip Code)
Appears in 3 contracts
Samples: Indenture (Cellstar Corp), Indenture (Cellstar Corp), Indenture (Cellstar Corp)
Dated. SignedSignature by or on behalf of assignor ------------------------------------- Signature Guaranteed DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: --------------- ---------------------------------------------- (Sign exactly as your name appears on Distributions shall be made, by wire transfer or otherwise, in immediately available funds to ____________________________________________________________, for the front account of this Note) Signature Guarantee: ------------------------------------------------------------ NOTICE: Signature must ____________________________________________________________, account number___________, or, if mailed by check, to _________________________, Applicable statements should be guaranteed mailed to _____________________________________, _______________________________________________________________________________. This information is provided by an "eligible guarantor institution" meeting _______________________________________________, the requirements of the Bond Registrar which requirements will include membership or participation in the Securities Transfer Agents Medallion Program or such other "signature guarantee program" as may be determined by the Bond Registrar in addition toassignee named above, or in substitution for, the Securities Transfer Agents Medallion Program, all in accordance with the Securities Exchange Act of 1934__________________________________________________, as amendedits agent. [XXXXXXX X-0 FORM OF LEGEND FOR BOOK-ENTRY NOTES] Any Global Note authenticated and delivered hereunder shall bear a legend in substantially the following form: CLASS P CERTIFICATE THIS NOTE IS A GLOBAL NOTE WITHIN CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE MEANING OF DEPOSITOR, THE INDENTURE HEREINAFTER TRUSTEE, THE MASTER SERVICER OR THE SECURITIES ADMINISTRATOR REFERRED TO AND IS REGISTERED IN BELOW OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE NAME UNDERLYING MORTGAGE LOANS ARE GUARANTEED OR INSURED BY THE DEPOSITOR, THE TRUSTEE, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR OR BY ANY OF A DEPOSITORY THEIR AFFILIATES OR A NOMINEE OF A DEPOSITORY BY ANY GOVERNMENTAL AGENCY OR A SUCCESSOR DEPOSITORYINSTRUMENTALITY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE CERTIFICATE SHALL BE REGISTERED UNLESS THE PROSPECTIVE TRANSFEREE PROVIDES THE SECURITIES ADMINISTRATOR WITH (A) A REPRESENTATION THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY ARRANGEMENT SUBJECT TO A NOMINEE TITLE I OF THE DEPOSITORY OR BY A NOMINEE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY1974, A NEW YORK CORPORATION AS AMENDED ("DTCERISA"), A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") OR A PLAN SUBJECT TO ANY PROVISION UNDER ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SUBSTANTIVELY SIMILAR TO THE COMPANY FOREGOING PROVISIONS OF ERISA OR ITS AGENT FOR REGISTRATION OF TRANSFERTHE CODE ("SIMILAR LAW") (COLLECTIVELY, EXCHANGEA "PLAN"), AND IS NOT DIRECTLY OR INDIRECTLY ACQUIRING THIS CERTIFICATE FOR, ON BEHALF OF, OR PAYMENTWITH ANY ASSETS OF ANY SUCH PLAN, (B) IF THIS CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING, A REPRESENTATION THAT SUCH TRANSFEREE IS AN INSURANCE COMPANY THAT IS ACQUIRING THIS CERTIFICATE WITH ASSETS OF AN "INSURANCE COMPANY GENERAL ACCOUNT" AS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60 AND THE ACQUISITION AND HOLDING OF THIS CERTIFICATE ARE COVERED AND EXEMPT UNDER SECTIONS I AND III OF PTCE 95-60 OR (C) SOLELY IN THE CASE OF A DEFINITIVE CERTIFICATE, AN OPINION OF COUNSEL SATISFACTORY TO THE SECURITIES ADMINISTRATOR, AND UPON WHICH THE SECURITIES ADMINISTRATOR SHALL BE ENTITLED TO RELY, TO THE EFFECT THAT THE ACQUISITION AND HOLDING OF THIS CERTIFICATE BY THE PROSPECTIVE TRANSFEREE WILL NOT CONSTITUTE OR RESULT IN A NONEXEMPT PROHIBITED TRANSACTION UNDER ERISA OR THE CODE, OR A VIOLATION OF SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER, ANY SERVICER OR THE DEPOSITOR TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN BY SUCH ENTITIES IN THE POOLING AND SERVICING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUSTEE, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER, ANY SERVICER OR THE DEPOSITOR. IF THE CERTIFICATE ISSUED IS NOT A DEFINITIVE CERTIFICATE, THE TRANSFEREE IS DEEMED TO HAVE MADE THE REPRESENTATION IN (A) OR (B) ABOVE. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE CERTIFICATE TRANSFER RESTRICTIONS IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & COAGREEMENT., HAS AN INTEREST HEREIN. Exhibit B [FORM OF CONVERSION NOTICE] ------------------------- CONVERSION NOTICE To: CELLSTAR CORPORATION The undersigned registered owner of this Note hereby irrevocably exercises the option to convert this Note, or the portion hereof (which is $1,000 principal amount or an integral multiple thereof) below designated, into shares of Common Stock of the Company in accordance with the terms of the Indenture referred to in this Note, and directs that the shares issuable and deliverable upon such conversion, together with any check in payment for fractional shares and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If shares or any portion of this Note not converted are to be issued in the name of a person other than the undersigned, the undersigned will check the appropriate box below and pay all transfer taxes payable with respect thereto. Any amount required to be paid to the undersigned on account of interest accompanies this Note. Dated: ------------------ ------------------------ Signature Principal amount to be converted (if less than all): -------------------- Signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of Common Stock are to be issued, or Notes to be delivered, other than to and in the name of the registered holder. ------------------------ Signature Guarantee Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: --------------------- (Name) --------------------- (Street Address) --------------------- (City, State and Zip Code)
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Merrill Lynch Alternative Note Asset Trust, Series 2007-Oar4), Pooling and Servicing Agreement (Merrill Lynch Alternative Note Asset Trust, Series 2007-Oar4)
Dated. SignedName of Stockholder: --------------- ---------------------------------------------- (---------------------------------------- Sign exactly as your name appears on the front of this Note) Signature GuaranteeName: ------------------------------------------------------------ NOTICE---------------------------------------- Print Name: Signature must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Bond Registrar which requirements will include membership or participation in the Securities Transfer Agents Medallion Program or such other "signature guarantee program" as may be determined ---------------------------------------- Address: ---------------------------------------- ---------------------------------------- ---------------------------------------- SSN/EIN: ---------------------------------------- Approved by the Bond Registrar in addition toCompany: COMPANY: CLEAR WIRE CORPORATION By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Dated: --------------------------------- EXHIBIT G SIDE LETTER REGARDING REGISTRATION RIGHTS [Clearwire Letterhead] MMDS Ft. Xxxxx, or in substitution for, Inc. [Name] [Address] Re: Market Standoff Agreement Dear [Name]: ___________________ Reference is made to that certain Purchase Agreement (the Securities Transfer Agents Medallion Program, all in accordance with the Securities Exchange Act of 1934, as amended. [FORM OF LEGEND FOR BOOK-ENTRY NOTES] Any Global Note authenticated and delivered hereunder shall bear a legend in substantially the following form: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTCPurchase Agreement"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFERdated September __, EXCHANGE2005, OR PAYMENTbetween [_________________________] ("Seller") and Clearwire Spectrum Holdings LLC. The Purchase Agreement provides that, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC at the Closing (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTCas defined in the Purchase Agreement), ANY TRANSFERSeller will become a party to that Registration Rights Agreement, PLEDGEdated as of March 16, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF2004, CEDE & CO., HAS AN INTEREST HEREIN. Exhibit B [FORM OF CONVERSION NOTICE] ------------------------- CONVERSION NOTICE To: CELLSTAR CORPORATION The undersigned registered owner between Clearwire Corporation ("Clearwire") and certain holders of this Note hereby irrevocably exercises the option to convert this Note, or the portion hereof (which is $1,000 principal amount or an integral multiple thereof) below designated, into shares of Clearwire's Class A Common Stock (the "Registration Rights Agreement"). As a condition to entering into the Registration Rights Agreement, Clearwire has agreed to deliver this side letter to Seller. Clearwire agrees that it will not impose any selling and/or other transfer restrictions under Section 9 of the Company Registration Rights Agreement on Seller unless, and to the extent that, Clearwire is requested to impose such restrictions on its stockholders by an underwriter of capital stock or other securities of Clearwire in accordance connection with the terms Clearwire's initial public offering. The foregoing shall not modify Seller's obligation under Section 9 of the Indenture referred Registration Rights Agreement to in this Note, and directs that the shares issuable and deliverable upon such conversion, together with any check in payment for fractional shares and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless execute a different name has been indicated below. If shares or any portion of this Note not converted are separate agreement agreeing to be issued in the name of a person other than the undersigned, the undersigned will check the appropriate box below and pay all bound by such restrictions if requested to do so by such underwriter(s) or Clearwire's ability to impose stop-transfer taxes payable instructions with respect theretoto any shares subject to such restrictions. Any amount required to be paid to the undersigned on account of interest accompanies this Note. DatedSincerely, Clearwire Corporation Xxxxxxxx X. Xxxxx, Executive Vice President Accepted and agreed: ------------------ ------------------------ Signature Principal amount to be converted (if less than all): -------------------- Signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of Common Stock are to be issued, or Notes to be delivered, other than to and in the name of the registered holder. ------------------------ Signature Guarantee Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder[______________________] By: --------------------- (-------------------------------- Name) --------------------- (Street Address) --------------------- (City, State and Zip Code): ------------------------------ Title: -----------------------------
Appears in 2 contracts
Samples: Purchase Agreement (Clearwire Corp), Purchase Agreement (Clearwire Corp)
Dated. SignedSignature by or on behalf of assignor DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: --------------- ---------------------------------------------- (Sign exactly as your name appears on Distributions shall be made, by wire transfer or otherwise, in immediately available funds to_________________________________________________, _______________________________________________________________________________, for the front of this Note) Signature Guarantee: ------------------------------------------------------------ NOTICE: Signature must account of_____________________________________________________________, account number ______________, or, if mailed by check, to _____________________. Applicable statements should be guaranteed by an "eligible guarantor institution" meeting the requirements of the Bond Registrar which requirements will include membership or participation in the Securities Transfer Agents Medallion Program or such other "signature guarantee program" as may be determined by the Bond Registrar in addition mailed to______________________________________, or in substitution for_______________________________________________________________________________. This information is provided by____________________________________, the Securities Transfer Agents Medallion Programassignee named above, all in accordance with the Securities Exchange Act of 1934or___________________________________________________, as amendedits agent. [EXHIBIT D FORM OF LEGEND CLASS X CERTIFICATE SOLELY FOR BOOKU.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS TWO "REGULAR INTERESTS" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), AND CERTAIN OTHER ASSETS. NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED TRANSFEROR DELIVERS TO THE TRUSTEE A TRANSFEROR LETTER IN THE FORM OF EXHIBIT H TO THE AGREEMENT REFERRED TO HEREIN AND EITHER (i) THE TRUSTEE RECEIVES A RULE 144A LETTER IN THE FORM OF EXHIBIT I TO THE AGREEMENT REFERRED TO HEREIN OR (ii) THE TRUSTEE RECEIVES AN OPINION OF COUNSEL, DELIVERED AT THE EXPENSE OF THE TRANSFEROR, THAT SUCH TRANSFER MAY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE TRUSTEE EITHER A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE, OR A PLAN SUBJECT TO APPLICABLE FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE OR A PERSON INVESTING ON BEHALF OF OR WITH PLAN ASSETS OF SUCH A PLAN, OR, IF THE TRANSFEREE IS AN INSURANCE COMPANY, A REPRESENTATION LETTER THAT IT IS USING THE ASSETS OF ITS GENERAL ACCOUNT AND THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE COVERED UNDER SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-ENTRY NOTES] Any Global Note authenticated and delivered hereunder shall bear a legend in substantially the following form: 60 OR AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF THIS NOTE IS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A GLOBAL NOTE PROHIBITED TRANSACTION WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE INDENTURE HEREINAFTER REFERRED CODE OR ANY SIMILAR LAW AND WILL NOT SUBJECT THE TRUSTEE, THE DEPOSITOR OR THE SERVICER TO AND IS REGISTERED ANY OBLIGATION IN ADDITION TO THOSE EXPRESSLY UNDERTAKEN IN THIS AGREEMENT OR TO ANY LIABILITY. NOTWITHSTANDING ANYTHING ELSE TO THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURECONTRARY HEREIN, AND NO ANY PURPORTED TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER CERTIFICATE TO OR ON BEHALF OF THIS NOTE AS A WHOLE BY THE DEPOSITORY AN EMPLOYEE BENEFIT PLAN SUBJECT TO A NOMINEE TITLE I OF ERISA, SECTION 4975 OF THE DEPOSITORY CODE OR BY A NOMINEE SIMILAR LAW WITHOUT THE REPRESENTATION LETTER OR OPINION OF THE DEPOSITORY COUNSEL SATISFACTORY TO THE DEPOSITORY OR ANOTHER NOMINEE TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURENO EFFECT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYCertificate No. : Cut-off Date : March 1, A NEW YORK CORPORATION 2005 First Distribution Date : April 25, 2005 Percentage Interest of this Certificate ("DTCDenomination") : CUSIP : 36242D G7 2 ISIN: : US36242DG726 GS MORTGAGE SECURITIES CORP. GSAMP Trust 2005-HE2 Mortgage Pass-Through Certificates, Series 2005-HE2 Class X evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions in respect of this Certificate are distributable monthly as set forth herein. This Class X Certificate has no Certificate Balance and is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicers, the Purchaser, the Original Loan Sellers or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [___] is the registered owner of the Percentage Interest specified above of any monthly distributions due to the Class X Certificates pursuant to a Pooling and Servicing Agreement dated as of the Cutt-Off Date specified above (the "Agreement"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFERamong GS Mortgage Securities Corp., EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC as depositor (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTCthe "Depositor"), ANY TRANSFERCountrywide Home Loans Servicing LP, PLEDGEas servicer, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOFJPMorgan Chase Bank, CEDE & CO.National Association, HAS AN INTEREST HEREINas servicer (collectively, the "Servicers"), J.P. Morgan Trust Company, National Association, as custodian, and Deutxxxx Xxxx Xational Trust Company, as trustee (the "Trustee"). Exhibit B [FORM OF CONVERSION NOTICE] ------------------------- CONVERSION NOTICE To: CELLSTAR CORPORATION The undersigned registered owner To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Note hereby irrevocably exercises Certificate by virtue of the option acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class X Certificate at the offices designated by the Trustee for such purposes. No transfer of a Class X Certificate shall be made unless the Trustee shall have received a representation letter from the transferee of such Certificate, acceptable to convert this Noteand in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the portion hereof (assets of any such plan or arrangement to effect such transfer, which is $1,000 principal amount or representation letter shall not be an integral multiple thereof) below designated, into shares of Common Stock expense of the Company in accordance with Trustee, the terms Servicer or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Indenture referred Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class X Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this NoteClass X Certificate to have agreed to be bound by the following provisions, and directs that the shares issuable rights of each Person acquiring any Ownership Interest in this Class X Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class X Certificate shall be a Permitted Transferee and deliverable upon such conversionshall promptly notify the Trustee of any change or impending change in its status as a Permitted Transferee, together with any check (ii) no Ownership Interest in payment for fractional shares this Class X Certificate may be registered on the Closing Date or thereafter transferred, and any Notes representing any unconverted principal amount hereofthe Trustee shall not register the Transfer of this Certificate unless, in addition to the certificates required to be issued and delivered to the registered holder hereof unless Trustee under Section 5.02(b) of the Agreement, the Trustee shall have been furnished with a different name has been indicated below. If shares Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class X Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class X Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class X Certificate, (C) not to cause income with respect to the Class X Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any portion other U.S. Person and (D) not to Transfer the Ownership Interest in this Class X Certificate or to cause the Transfer of the Ownership Interest in this Class X Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class X Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Note Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not converted are be entitled to any benefit under the Agreement or be issued in the name of a person other than the undersigned, the undersigned will check the appropriate box below and pay all transfer taxes payable with respect thereto. Any amount required to be paid to the undersigned on account of interest accompanies this Note. Dated: ------------------ ------------------------ Signature Principal amount to be converted (if less than all): -------------------- Signature(s) must be guaranteed valid for any purpose unless manually authenticated by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of Common Stock are to be issued, or Notes to be delivered, other than to and in the name authorized signatory of the registered holder. ------------------------ Signature Guarantee Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: --------------------- (Name) --------------------- (Street Address) --------------------- (City, State and Zip Code)Trustee.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Gsamp Trust 2005-He2), Pooling and Servicing Agreement (Gsamp Trust 2005-He2)
Dated. SignedSignature by or on behalf of assignor DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: --------------- ---------------------------------------------- (Sign exactly as your name appears on Distributions shall be made, by wire transfer or otherwise, in immediately available funds to_________________________________________________, _______________________________________________________________________________, for the front of this Note) Signature Guarantee: ------------------------------------------------------------ NOTICE: Signature must account of_____________________________________________________________, account number ______________, or, if mailed by check, to _____________________. Applicable statements should be guaranteed by an "eligible guarantor institution" meeting the requirements of the Bond Registrar which requirements will include membership or participation in the Securities Transfer Agents Medallion Program or such other "signature guarantee program" as may be determined by the Bond Registrar in addition mailed to______________________________________, or in substitution for_______________________________________________________________________________. This information is provided by____________________________________, the Securities Transfer Agents Medallion Programassignee named above, all in accordance with the Securities Exchange Act of 1934or___________________________________________________, as amendedits agent. [EXHIBIT C-1 FORM OF LEGEND CLASS R-1 CERTIFICATE SOLELY FOR BOOK-ENTRY NOTES] Any Global Note authenticated and delivered hereunder shall bear a legend in substantially the following form: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTUREU.S. FEDERAL INCOME TAX PURPOSES, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE A "RESIDUAL INTEREST" IN THREE "REAL ESTATE MORTGAGE INVESTMENT CONDUITS," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE DEPOSITORY TRUST COMPANYINTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE A NEW YORK CORPORATION TRANSFER AFFIDAVIT IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE TRUSTEE A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("DTCERISA"), OR A PLAN SUBJECT TO SECTION 4975 OF THE COMPANY CODE OR ITS AGENT FOR REGISTRATION A PLAN SUBJECT TO MATERIALLY SIMILAR PROVISIONS OF TRANSFERAPPLICABLE FEDERAL, EXCHANGESTATE OR LOCAL LAW ("SIMILAR LAW") OR A PERSON INVESTING ON BEHALF OF OR WITH PLAN ASSETS OF SUCH A PLAN. IN THE EVENT THAT SUCH REPRESENTATION IS VIOLATED, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT ATTEMPT IS MADE TO CEDE & CO. TRANSFER TO A PLAN OR ARRANGEMENT SUBJECT TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE SECTION 406 OF DTC)ERISA, ANY TRANSFER, PLEDGEA PLAN SUBJECT TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO SIMILAR LAW, OR OTHER USE HEREOF FOR VALUE A PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR OTHERWISE BY ARRANGEMENT OR TO USING THE ASSETS OF ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOFSUCH PLAN OR ARRANGEMENT, CEDE & CO.SUCH ATTEMPTED TRANSFER OR ACQUISITION SHALL BE VOID AND OF NO EFFECT. Certificate No. : 1 Cut-off Date : March 1, HAS AN INTEREST HEREIN2005 First Distribution Date : April 25, 2005 Initial Certificate Balance of this Certificate ("Denomination") : $100 Initial Certificate Balance of all Certificates of this Class : $100 CUSIP : 36242D G5 6 ISIN : US36242DG569 GS MORTGAGE SECURITIES CORP. Exhibit B GSAMP Trust 2005-HE2 Mortgage Pass-Through Certificates, Series 2005-HE2 Class R-1 evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions in respect of this Certificate are distributable monthly as set forth herein. This Class R-1 Certificate is not entitled to distributions in respect of interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicers, or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [FORM OF CONVERSION NOTICE______] ------------------------- CONVERSION NOTICE To: CELLSTAR CORPORATION The undersigned is the registered owner of the Percentage Interest specified above of any monthly distributions due to the Class R-1 Certificates pursuant to a Pooling and Servicing Agreement dated as of the Cut-Off Date specified above (the "Agreement"), among GS Mortgage Securities Corp., as depositor (the "Depositor"), Countrywide Home Loans Servicing LP, as servicer, JPMorgan Chase Bank, National Association, as servicer (collectively, the "Servicers"), J.P. Morgan Trust Company, National Association, as custodian, and Deutxxxx Xxxx Xational Trust Company, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Note hereby irrevocably exercises Certificate by virtue of the option acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R-1 Certificate at the offices designated by the Trustee for such purposes. No transfer of a Class R-1 Certificate shall be made unless the Trustee shall have received a representation letter from the transferee of such Certificate, acceptable to convert this Noteand in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the portion hereof (assets of any such plan or arrangement to effect such transfer, which is $1,000 principal amount or representation letter shall not be an integral multiple thereof) below designated, into shares of Common Stock expense of the Company in accordance with Trustee, the terms Servicer or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Indenture referred Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R-1 Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this NoteClass R-1 Certificate to have agreed to be bound by the following provisions, and directs that the shares issuable rights of each Person acquiring any Ownership Interest in this Class R-1 Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R-1 Certificate shall be a Permitted Transferee and deliverable upon such conversionshall promptly notify the Trustee of any change or impending change in its status as a Permitted Transferee, together with any check (ii) no Ownership Interest in payment for fractional shares this Class R-1 Certificate may be registered on the Closing Date or thereafter transferred, and any Notes representing any unconverted principal amount hereofthe Trustee shall not register the Transfer of this Certificate unless, in addition to the certificates required to be issued and delivered to the registered holder hereof unless Trustee under Section 5.02(b) of the Agreement, the Trustee shall have been furnished with a different name has been indicated below. If shares Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R-1 Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R-1 Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R-1 Certificate, (C) not to cause income with respect to the Class R-1 Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any portion other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R-1 Certificate or to cause the Transfer of the Ownership Interest in this Class R-1 Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R-1 Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Note Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not converted are be entitled to any benefit under the Agreement or be issued in the name of a person other than the undersigned, the undersigned will check the appropriate box below and pay all transfer taxes payable with respect thereto. Any amount required to be paid to the undersigned on account of interest accompanies this Note. Dated: ------------------ ------------------------ Signature Principal amount to be converted (if less than all): -------------------- Signature(s) must be guaranteed valid for any purpose unless manually authenticated by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of Common Stock are to be issued, or Notes to be delivered, other than to and in the name authorized signatory of the registered holder. ------------------------ Signature Guarantee Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: --------------------- (Name) --------------------- (Street Address) --------------------- (City, State and Zip Code)Trustee.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Gsamp Trust 2005-He2), Pooling and Servicing Agreement (Gsamp Trust 2005-He2)
Dated. SignedSignature by or on behalf of assignor DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: --------------- ---------------------------------------------- (Sign exactly as your name appears on Distributions shall be made, by wire transfer or otherwise, in immediately available funds to_________________________________________________, _______________________________________________________________________________, for the front of this Note) Signature Guarantee: ------------------------------------------------------------ NOTICE: Signature must account of_____________________________________________________________, account number ______________, or, if mailed by check, to _____________________. Applicable statements should be guaranteed by an "eligible guarantor institution" meeting the requirements of the Bond Registrar which requirements will include membership or participation in the Securities Transfer Agents Medallion Program or such other "signature guarantee program" as may be determined by the Bond Registrar in addition mailed to______________________________________, or in substitution for_______________________________________________________________________________. This information is provided by____________________________________, the Securities Transfer Agents Medallion Programassignee named above, all in accordance with the Securities Exchange Act of 1934or___________________________________________________, as amendedits agent. [EXHIBIT C-2 FORM OF LEGEND CLASS R-2 CERTIFICATE SOLELY FOR BOOK-ENTRY NOTES] Any Global Note authenticated and delivered hereunder shall bear a legend in substantially the following form: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTUREU.S. FEDERAL INCOME TAX PURPOSES, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE A "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE DEPOSITORY TRUST COMPANYINTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE A NEW YORK CORPORATION TRANSFER AFFIDAVIT IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE TRUSTEE A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("DTCERISA"), OR A PLAN SUBJECT TO SECTION 4975 OF THE COMPANY CODE OR ITS AGENT FOR REGISTRATION A PLAN SUBJECT TO MATERIALLY SIMILAR PROVISIONS OF TRANSFERAPPLICABLE FEDERAL, EXCHANGESTATE OR LOCAL LAW ("SIMILAR LAW") OR A PERSON INVESTING ON BEHALF OF OR WITH PLAN ASSETS OF SUCH A PLAN. IN THE EVENT THAT SUCH REPRESENTATION IS VIOLATED, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT ATTEMPT IS MADE TO CEDE & CO. TRANSFER TO A PLAN OR ARRANGEMENT SUBJECT TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE SECTION 406 OF DTC)ERISA, ANY TRANSFER, PLEDGEA PLAN SUBJECT TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO SIMILAR LAW, OR OTHER USE HEREOF FOR VALUE A PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR OTHERWISE BY ARRANGEMENT OR TO USING THE ASSETS OF ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOFSUCH PLAN OR ARRANGEMENT, CEDE & CO.SUCH ATTEMPTED TRANSFER OR ACQUISITION SHALL BE VOID AND OF NO EFFECT. Certificate No. : 1 Cut-off Date : March 1, HAS AN INTEREST HEREIN2005 First Distribution Date : April 25, 2005 Initial Certificate Balance of this Certificate ("Denomination") : $100 Initial Certificate Balances of all Certificates of this Class : $100 CUSIP : 36242D G6 4 ISIN : US36242DG643 GS MORTGAGE SECURITIES CORP. Exhibit B GSAMP Trust 2005-HE2 Mortgage Pass-Through Certificates, Series 2005-HE2 Class R-2 evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions in respect of this Certificate are distributable monthly as set forth herein. This Class R-2 Certificate is not entitled to distributions in respect of interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicers, or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [FORM OF CONVERSION NOTICE______] ------------------------- CONVERSION NOTICE To: CELLSTAR CORPORATION The undersigned is the registered owner of the Percentage Interest specified above of any monthly distributions due to the Class R-2 Certificates pursuant to a Pooling and Servicing Agreement dated as of the Cutt-Off Date specified above (the "Agreement"), among GS Mortgage Securities Corp., as depositor (the "Depositor"), Countrywide Home Loans Servicing LP, as servicer, JPMorgan Chase Bank, National Association, as servicer (collectively, the "Servicers"), J.P. Morgan Trust Company, National Association, as custodian, and Deutxxxx Xxxx Xational Trust Company, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Note hereby irrevocably exercises Certificate by virtue of the option acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class R-2 Certificate at the offices designated by the Trustee for such purposes. No transfer of a Class R-2 Certificate shall be made unless the Trustee shall have received a representation letter from the transferee of such Certificate, acceptable to convert this Noteand in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA, a plan or arrangement subject to Section 4975 of the Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement nor using the portion hereof (assets of any such plan or arrangement to effect such transfer, which is $1,000 principal amount or representation letter shall not be an integral multiple thereof) below designated, into shares of Common Stock expense of the Company in accordance with Trustee, the terms Servicer or the Trust Fund. In the event that such representation is violated, or any attempt is made to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Indenture referred Code or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, such attempted transfer or acquisition shall be void and of no effect. Each Holder of this Class R-2 Certificate shall be deemed by the acceptance or acquisition an Ownership Interest in this NoteClass R-2 Certificate to have agreed to be bound by the following provisions, and directs that the shares issuable rights of each Person acquiring any Ownership Interest in this Class R-2 Certificate are expressly subject to the following provisions: (i) each Person holding or acquiring any Ownership Interest in this Class R-2 Certificate shall be a Permitted Transferee and deliverable upon such conversionshall promptly notify the Trustee of any change or impending change in its status as a Permitted Transferee, together with any check (ii) no Ownership Interest in payment for fractional shares this Class R-2 Certificate may be registered on the Closing Date or thereafter transferred, and any Notes representing any unconverted principal amount hereofthe Trustee shall not register the Transfer of this Certificate unless, in addition to the certificates required to be issued and delivered to the registered holder hereof unless Trustee under Section 5.02(b) of the Agreement, the Trustee shall have been furnished with a different name has been indicated below. If shares Transfer Affidavit of the initial owner or the proposed transferee in the form attached as Exhibit G to the Agreement, (iii) each Person holding or acquiring any Ownership Interest in this Class R-2 Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person to whom such Person attempts to Transfer its Ownership Interest this Class R-2 Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R-2 Certificate, (C) not to cause income with respect to the Class R-2 Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such Person or any portion other U.S. Person and (D) not to Transfer the Ownership Interest in this Class R-2 Certificate or to cause the Transfer of the Ownership Interest in this Class R-2 Certificate to any other Person if it has actual knowledge that such Person is not a Permitted Transferee and (iv) any attempted or purported Transfer of the Ownership Interest in this Class R-2 Certificate in violation of the provisions herein shall be absolutely null and void and shall vest no rights in the purported Transferee. Reference is hereby made to the further provisions of this Note Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not converted are be entitled to any benefit under the Agreement or be issued in the name of a person other than the undersigned, the undersigned will check the appropriate box below and pay all transfer taxes payable with respect thereto. Any amount required to be paid to the undersigned on account of interest accompanies this Note. Dated: ------------------ ------------------------ Signature Principal amount to be converted (if less than all): -------------------- Signature(s) must be guaranteed valid for any purpose unless manually authenticated by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of Common Stock are to be issued, or Notes to be delivered, other than to and in the name authorized signatory of the registered holder. ------------------------ Signature Guarantee Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: --------------------- (Name) --------------------- (Street Address) --------------------- (City, State and Zip Code)Trustee.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Gsamp Trust 2005-He2), Pooling and Servicing Agreement (Gsamp Trust 2005-He2)
Dated. SignedSignature: --------------- ---------------------------------------------- ---------------------- -------------------------- (Sign exactly Signature must conform in all respects to name of holder as your name appears specified on the front of this Note) Signature Guarantee: ------------------------------------------------------------ NOTICE: Signature must be guaranteed by an "eligible guarantor institution" meeting the requirements face of the Bond Registrar which requirements will include membership Warrant Certificate.) -------------------------------- -------------------------------- (Insert Social Security or participation in the Securities Transfer Agents Medallion Program or such other "signature guarantee program" as may be determined by the Bond Registrar in addition toOther Identifying Number of Assignee) EXHIBIT B THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, or in substitution forAS AMENDED. THEY MAY NOT BE SOLD, the Securities Transfer Agents Medallion ProgramOFFERED FOR SALE, all in accordance with the Securities Exchange Act of 1934PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION OR NO-ACTION LETTER ISSUED BY THE SECURITIES AND EXCHANGE COMMISSION THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT. THIS SECURITY IS ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE SECURITYHOLDERS AGREEMENT, as amendedCOPIES OF WHICH MAY BE OBTAINED UPON REQUEST FROM DOSKXXXX XXXUFACTURING COMPANY, INC. [FORM OF LEGEND FOR BOOK-ENTRY NOTES] Any Global Note authenticated and delivered hereunder shall bear a legend in substantially the following form: THIS NOTE IS A GLOBAL NOTE WITHIN AND ANY SUCCESSOR THERETO. THE MEANING TRANSFER OR EXCHANGE OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE WARRANTS REPRESENTED BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF RESTRICTED IN ACCORDANCE WITH THE DEPOSITORY TRUST COMPANYWARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE ON OR BEFORE 5:00 P.M., A NEW YORK CORPORATION PACIFIC STANDARD TIME, SEPTEMBER 30, 2007 No. ______ [________] Warrants WARRANT CERTIFICATE This Warrant Certificate certifies that ___________________ or registered assigns, is the registered holder of [___________] Warrants to purchase, at any time from and after a Triggering Event (as defined in the Warrant Agreement referred to below) until 5:00 P.M. Pacific Standard Time on September 30, 2007 ("DTCExpiration Date"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFERup to [___________] shares ("Shares") of fully-paid and non-assessable common stock, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC no par value (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC"Common Stock"), ANY TRANSFERof Doskxxxx Xxxufacturing Company, PLEDGEInc., OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOFa Texas corporation (the "Company"), CEDE & CO.at the initial exercise price, HAS AN INTEREST HEREIN. Exhibit B [FORM OF CONVERSION NOTICE] ------------------------- CONVERSION NOTICE To: CELLSTAR CORPORATION The undersigned registered owner subject to adjustment in certain events (the "Exercise Price"), of $.01 per Share upon surrender of this Note hereby irrevocably exercises Warrant Certificate and payment of the option Exercise Price at an office or agency of the Company, but subject to convert the conditions set forth herein and in the Warrant Agreement dated as of October 13, 1999 between the Company and the initial holders party thereto (the "Warrant Agreement"). After the occurrence of a Triggering Event (as defined in the Warrant Agreement), this Note, or the portion hereof (which is $1,000 principal amount or an integral multiple thereof) below designated, into Warrant shall be exercisable for a number of shares of Common Stock and at the Exercise Price set forth in the Warrant Agreement. Payment of the Company Exercise Price may be made in accordance with cash, or by certified or official bank check payable to the terms order of the Indenture referred to in this NoteCompany, and directs that the shares issuable and deliverable upon such conversion, together with any check in payment for fractional shares and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If shares or any portion combination of this Note not converted are to be issued cash or check, or in any of the other means set forth in the name of a person other than Warrant Agreement. No Warrant may be exercised after 5:00 P.M., Pacific Standard Time, on the undersignedExpiration Date, the undersigned will check the appropriate box below and pay at which time all transfer taxes payable with respect Warrants evidenced hereby, unless exercised prior thereto. Any amount required to , shall thereafter be paid to the undersigned on account of interest accompanies this Note. Dated: ------------------ ------------------------ Signature Principal amount to be converted (if less than all): -------------------- Signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of Common Stock are to be issued, or Notes to be delivered, other than to and in the name of the registered holder. ------------------------ Signature Guarantee Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: --------------------- (Name) --------------------- (Street Address) --------------------- (City, State and Zip Code)void.
Appears in 1 contract
Samples: Guaranty Warrant Agreement (Doskocil Manufacturing Co Inc)
Dated. Signed: --------------- ---------------------------------------------- (Sign exactly as your name appears on the front of this NoteSignature(s) Signature Guarantee: ------------------------------------------------------------ NOTICE: Signature must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Bond Registrar which requirements will include membership or participation in the Securities Transfer Agents Medallion Program or such other "signature guarantee program" as may be determined by the Bond Registrar in addition to, or in substitution for, the Securities Transfer Agents Medallion Program, all in accordance with the Securities Exchange Act of 1934, as amended. [FORM OF LEGEND FOR BOOK-ENTRY NOTES] Any Global Note authenticated and delivered hereunder shall bear a legend in substantially the following form: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. Exhibit B [FORM OF CONVERSION NOTICE] ------------------------- CONVERSION NOTICE To: CELLSTAR CORPORATION The undersigned registered owner of this Note hereby irrevocably exercises the option to convert this Note, or the portion hereof (which is $1,000 principal amount or an integral multiple thereof) below designated, into shares of Common Stock of the Company in accordance with the terms of the Indenture referred to in this Note, and directs that the shares issuable and deliverable upon such conversion, together with any check in payment for fractional shares and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If shares or any portion of this Note not converted are to be issued in the name of a person other than the undersigned, the undersigned will check the appropriate box below and pay all transfer taxes payable with respect thereto. Any amount required to be paid to the undersigned on account of interest accompanies this Note. Dated: ------------------ ------------------------ Signature Principal amount to be converted (if less than all): -------------------- Signature(s) must be guaranteed by an eligible guarantor institution (banks, a commercial bank or trust company or a member firm of a major stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 exchange if shares of Common Stock are to be issued, or Notes to be delivered, other than to and or in the name of the registered holder. ------------------------ ---------------------------------- Signature Guarantee Fill NOTICE: The above signatures of the holder(s) hereof must correspond with the name as written upon the face of the Note in for registration every particular without alteration or enlargement or any change whatever. EXHIBIT B FORM OF RESTRICTED COMMON STOCK LEGEND THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A ADOPTED UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S ADOPTED UNDER THE SECURITIES ACT; (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY, EXCEPT (A) TO THE ISSUER OR A SUBSIDIARY THEREOF; (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A ADOPTED UNDER THE SECURITIES ACT (IF AVAILABLE); (C) TO PERSONS OTHER THAN U.S. PERSONS OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 ADOPTED UNDER THE SECURITIES ACT OR ANOTHER AVAILABLE EXEMPTION UNDER THE SECURITIES ACT (IF AVAILABLE), OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT; AND (3) AGREES THAT IT WILL, PRIOR TO ANY TRANSFER OF THIS SECURITY WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY, FURNISH TO THE TRANSFER AGENT AND THE ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS MAY BE REQUIRED TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. IN ANY CASE THE HOLDER HEREOF WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO THIS SECURITY EXCEPT AS PERMITTED BY THE SECURITIES ACT. EXHIBIT C FORM OF TRANSFER CERTIFICATE FOR TRANSFER OF RESTRICTED COMMON STOCK (Transfers pursuant to Section 2.08(11)(b) of the Supplemental Indenture) [NAME AND ADDRESS OF COMMON STOCK TRANSFER AGENT] Re: The Interpublic Group of Companies, Inc. 4.50% Convertible Senior Notes Due 2023 (the "Notes") Reference is hereby made to the Senior Debt Indenture, dated as of October 20, 2000, as supplemented by the Third Supplemental Indenture thereto, dated as of March 13, 2003, between the Company and the Trustee (collectively, the "Indenture"). Capitalized terms used but not defined herein shall have the meanings given them in the Indenture. This letter relates to _________ shares if to be issued, of Common Stock represented by the accompanying certificate(s) that were issued upon conversion of Notes and Notes if to be delivered, other than to and which are held in the name of [name of transferor] (the registered holder"Transferor") to effect the transfer of such Common Stock. In connection with the transfer of such shares of Common Stock, the undersigned confirms that such shares of Common Stock are being transferred: --------------------- (Name) --------------------- (Street Address) --------------------- (City, State and Zip Code)CHECK ONE BOX BELOW
Appears in 1 contract
Samples: Interpublic Group of Companies Inc
Dated. SignedSignature by or on behalf of assignor DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: --------------- ---------------------------------------------- Distributions shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________________________, ______________________________________________________________________________, for the account of ___________________________________________________________, account number ______________, or, if mailed by check, to ____________________. Applicable statements should be mailed to ____________________________________, This information is provided by __________________________________, the assignee named above, or _________________________________________________, as its agent. EXHIBIT B NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED TRANSFEROR DELIVERS TO THE TRUSTEE A TRANSFEROR LETTER IN THE FORM OF EXHIBIT H TO THE AGREEMENT REFERRED TO HEREIN AND EITHER (Sign exactly as your name appears on the front I) THE TRUSTEE RECEIVES A RULE 144A LETTER IN THE FORM OF EXHIBIT I TO THE AGREEMENT REFERRED TO HEREIN OR (II) THE TRUSTEE RECEIVES AN OPINION OF COUNSEL, DELIVERED AT THE EXPENSE OF THE TRANSFEROR, THAT SUCH TRANSFER MAY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE TRUSTEE A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, ("ERISA"), OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO MATERIALLY SIMILAR PROVISIONS OF APPLICABLE FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") OR A PERSON INVESTING ON BEHALF OF OR WITH PLAN ASSETS OF SUCH A PLAN. IN THE EVENT THAT SUCH REPRESENTATION IS VIOLATED, OR ANY ATTEMPT IS MADE TO TRANSFER TO A PLAN OR ARRANGEMENT SUBJECT TO SECTION 406 OF ERISA, A PLAN SUBJECT TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO SIMILAR LAW, OR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR ARRANGEMENT OR USING THE ASSETS OF ANY SUCH PLAN OR ARRANGEMENT, SUCH ATTEMPTED TRANSFER OR ACQUISITION SHALL BE VOID AND OF NO EFFECT. Certificate No. : P-1 Cut-off Date : July 1, 2004 First Distribution Date : August 25, 2004 Percentage Interest of this NoteCertificate ("Denomination") Signature Guarantee: ------------------------------------------------------------ NOTICE: Signature must be 100% MORGAN STANLEY ABS CAPITAL I INC. Morgan Stanley ABS Cxxxxxx X Xxx. Trust 2004-NC6 Mortgagx Xxxx-Xxxxxxx Certificates, Series 2004-NC6 Class P evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions in respect of this Certificate are distributable monthly as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by an the Depositor, the Responsible Party, the Servicers or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that Morgan Stanley Mortgage Capital Inc., is the registered owner of the Pexxxxxxgx Xxxxxest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "eligible guarantor institution" meeting Agreement") among Morgan Stanley ABS Capital I Inc., as depositor (the "Depositor"), Chasx Xxxxaxxxx Xxrtgage Corporation, as servicer, HomEq Servicing Corporation, as servicer, New Century Mortgage Corporation, as servicer (collectively, the "Servicers"), NC Capital Corporation, as responsible party (the "Responsible Party"), and Deutsche Bank National Trust Company, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. This Certificate does not have a Pass-Through Rate and will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust will be made only upon presentment and surrender of this Certificate at the offices designated by the Trustee for such purposes, or such other location specified in the notice to Certificateholders. No transfer of a Certificate of this Class shall be made unless such disposition is exempt from the registration requirements of the Bond Registrar which requirements will include membership Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or participation in the Securities Transfer Agents Medallion Program or such other "signature guarantee program" as may be determined by the Bond Registrar in addition to, or in substitution for, the Securities Transfer Agents Medallion Program, all is made in accordance with the Securities Exchange 1933 Act and such laws. In the event of 1934any such transfer, as amended. [FORM OF LEGEND FOR BOOK-ENTRY NOTES] Any Global Note authenticated and delivered hereunder the Trustee shall bear require the transferor to execute a legend transferor certificate (in substantially the following form: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORYform attached to the Pooling and Servicing Agreement) and deliver either (i) a Rule 144A Letter, in either case substantially in the form attached to the Agreement, or (ii) a written Opinion of Counsel to the Trustee that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall be an expense of the transferor. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURENo transfer of a Certificate of this Class shall be made unless the Trustee shall have received a representation letter from the transferee of such Certificate, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYacceptable to and in form and substance satisfactory to the Trustee, A NEW YORK CORPORATION to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA, Section 4975 of the Code or any materially similar provisions of applicable federal, state or local law ("DTCSimilar Law"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFERor a person acting on behalf of or investing plan assets of any such plan, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & COwhich representation letter shall not be an expense of the Trustee. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. Exhibit B [FORM OF CONVERSION NOTICE] ------------------------- CONVERSION NOTICE To: CELLSTAR CORPORATION The undersigned registered owner Reference is hereby made to the further provisions of this Note hereby irrevocably exercises Certificate set forth on the option reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to convert this Note, any benefit under the Agreement or the portion hereof (which is $1,000 principal amount or be valid for any purpose unless manually authenticated by an integral multiple thereof) below designated, into shares of Common Stock authorized signatory of the Company in accordance with the terms of the Indenture referred to in this Note, and directs that the shares issuable and deliverable upon such conversion, together with any check in payment for fractional shares and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated belowTrustee. If shares or any portion of this Note not converted are to be issued in the name of a person other than the undersigned, the undersigned will check the appropriate box below and pay all transfer taxes payable with respect thereto. Any amount required to be paid to the undersigned on account of interest accompanies this Note. Dated: ------------------ ------------------------ Signature Principal amount to be converted (if less than all): -------------------- Signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of Common Stock are to be issued, or Notes to be delivered, other than to and in the name of the registered holder. ------------------------ Signature Guarantee Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: --------------------- (Name) --------------------- (Street Address) --------------------- (City, State and Zip Code)* * *
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. Trust 2004-Nc6)
Dated. Signed: --------------- ---------------------------------------------- (Sign exactly Print the name of the Undersigned, as your name appears on such term is defined in the front second paragraph of this Notecertificate.) Signature GuaranteeBy: ------------------------------------------------------------ NOTICE-------------------------------- Name: Signature -------------------------------- Title: -------------------------------- (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be guaranteed by an "eligible guarantor institution" meeting the requirements stated.) EXHIBIT G -- Notice of the Bond Registrar which requirements will include membership or participation in the Securities Transfer Agents Medallion Program or such other "signature guarantee program" as may be determined by the Bond Registrar in addition to, or in substitution for, the Securities Transfer Agents Medallion Program, all in accordance with the Securities Exchange Act Conversion NOTICE OF CONVERSION To: The First National Bank of 1934Chicago, as amended. [FORM OF LEGEND FOR BOOK-ENTRY NOTES] Any Global Note authenticated and delivered hereunder shall bear a legend in substantially the following form: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. Exhibit B [FORM OF CONVERSION NOTICE] ------------------------- CONVERSION NOTICE To: CELLSTAR CORPORATION Property Trustee of Tower Automotive Capital Trust The undersigned registered owner of this Note these Preferred Securities hereby irrevocably exercises the option to convert this Notethese Preferred Securities, or the portion hereof (which is $1,000 principal amount or an integral multiple thereof) below designated, into shares of Common Stock of Tower Automotive, Inc. (the Company "Tower Common Stock") in accordance with the terms of the Indenture referred Amended and Restated Declaration of Trust (as amended from time to in this Notetime, the "Declaration"), dated as of June 9, 1998, by Xxxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxx and Xxxxx X. Xxxxxxx, as Administrative Trustees, First Chicago Delaware Inc., as Delaware Trustee, The First National Bank of Chicago, as Property Trustee, Tower Automotive, Inc., as Depositor, and by the Holders, from time to time, of undivided beneficial interests in the assets of the Trust to be issued pursuant to the Declaration. Pursuant to the aforementioned exercise of the option to convert these Preferred Securities, the undersigned hereby directs the Conversion Agent (as that term is defined in the Declaration) to (i) exchange such Preferred Securities for a portion of the Debentures (as that term is defined in the Declaration) held by the Trust (at the rate of exchange specified in the terms of the Preferred Securities set forth in the Declaration) and (ii) immediately convert such Debentures on behalf of the undersigned, into Tower Common Stock (at the conversion rate specified in the terms of the Preferred Securities set forth in the Declaration). The undersigned does also hereby direct the Conversion Agent that the shares issuable and deliverable upon such conversion, together with any check in payment for fractional shares and any Notes representing any unconverted principal amount hereofshares, be issued in the name of and delivered to the registered holder hereof undersigned, unless a different name has been indicated in the assignment below. If shares or any portion of this Note not converted are to be issued in the name of a person other than the undersigned, the undersigned will check the appropriate box below and pay all transfer taxes payable with respect thereto. Any amount required Date: ________________________ in whole _____ in part _____ Number of Preferred Securities to be paid to converted: ___________________________________________ If a name or names other than the undersigned on account of interest accompanies this Note. Dated: ------------------ ------------------------ Signature Principal amount to be converted (if less than all): -------------------- Signature(s) must be guaranteed by an eligible guarantor institution (banksundersigned, stock brokers, savings and loan associations and credit unions) with membership please indicate in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if the spaces below the name or names in which the shares of Tower Common Stock are to be issued, along with the address or Notes to be deliveredaddresses of such person or persons ___________________________________________ ___________________________________________ ___________________________________________ ___________________________________________ ___________________________________________ ___________________________________________ ___________________________________________ Signature (for conversion only) Please Print or Typewrite Name and Address, other than to and in the name of the registered holder. ------------------------ Signature Guarantee Fill in for registration of shares if to be issuedIncluding Zip Code, and Notes if to be delivered, other than to and in the name of the registered holder: --------------------- (Name) --------------------- (Street Address) --------------------- (City, State and Zip Code)Social Security or Other Identifying Number ___________________________________________ ___________________________________________ ___________________________________________ Signature Guarantee:** ___________________________________________
Appears in 1 contract
Samples: Tower Automotive Inc
Dated. Signed: --------------- ---------------------------------------------- -------------------------- ------------------------------------- (Sign exactly as your name appears on the front other side of this Note) Signature Guarantee: ------------------------------------------------------------ TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer and the Company as the undersigned has requested pursuant to Rule 144A or has determined transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: --------------------- ---------------------------------------------- NOTICE: Signature To be executed by an executive officer CONVERSION NOTICE To convert this Note into Common Shares of the Company, check the box: [ ] To convert only part of this Note, state the principal amount to be converted (must be in multiples of $1,000): $ ------------------ If you want the share certificate made out in another person's name, fill in the form below: -------------------------------------------------------------------------------- (Insert other person's soc. sec. or tax I.D. no.) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Print or type other person's name, address and zip code) -------------------------------------------------------------------------------- Date: Signature(s): ------------------- ----------------------------------------- -------------------------------------------- (Sign exactly as your name(s) appear(s) on the other side of this Note) Signature(s) guaranteed by: ----------------------------------------------------- (All signatures must be guaranteed by an "eligible a guarantor institution" meeting the requirements of the Bond Registrar which requirements will include membership or participation institution participating in the Securities Transfer Agents Medallion Program or in such other "signature guarantee program" as may be determined by program acceptable to the Bond Registrar Trustee.) SCHEDULE A SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE(1) . The following exchanges of a part of this Global Notes for an interest in addition to, or in substitution for, the Securities Transfer Agents Medallion Program, all in accordance with the Securities Exchange Act of 1934, as amended. [FORM OF LEGEND FOR BOOK-ENTRY NOTES] Any another Global Note authenticated and delivered hereunder shall bear a legend or for Notes in substantially the certificated form, have been made: Principal amount of this Global Note Signature or Amount of decrease Amount of increase in following form: such authorized signatory in Principal amount Principal amount of decrease of Trustee or Note Date of Exchange of this Global Note this Global Note (or increase) Custodian XXXXXXXXXXX XXXXXXXXXX XXXXXX XXX XXXXX "THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS NOTE AND THE COMMON SHARES OF LIONS GATES ENTERTAINMENT CORP. ISSUABLE UPON CONVERSION HEREOF MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS NOTE AND THE COMMON SHARES OF LIONS GATES ENTERTAINMENT CORP. ISSUABLE UPON CONVERSION HEREOF MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. IN ANY CASE THE HOLDER HEREOF WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO THE SECURITIES EXCEPT AS PERMITTED BY THE SECURITIES ACT. THIS NOTE, ANY COMMON SHARES OF LIONS GATES ENTERTAINMENT CORP. ISSUABLE UPON CONVERSION HEREOF AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON RESALES AND OTHER TRANSFERS OF THIS NOTE AND ANY SUCH SHARES TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS NOTE AND SUCH SHARES SHALL BE DEEMED BY THE ACCEPTANCE OF THIS NOTE AND ANY SUCH SHARES TO HAVE AGREED TO SUCH AMENDMENT OR SUPPLEMENT. THIS NOTE IS SUBJECT TO THE TERMS OF AN OPTIONAL REDEMPTION PURSUANT TO WHICH THE ISSUER MAY REDEEM THE NOTE AT ANY TIME ON OR AFTER MARCH 15, 2012 AT SPECIFIED REDEMPTION PRICES. THIS NOTE IS ALSO SUBJECT TO REPURCHASE AT THE OPTION OF THE HOLDER PURSUANT TO WHICH THE ISSUER MAY BE OBLIGATED TO REPURCHASE THIS NOTE ON SPECIFIED DATES OR UPON THE OCCURRENCE OF CERTAIN DESIGNATED EVENTS. THE OPTIONAL REDEMPTION AND REPURCHASES AT THE OPTION OF THE HOLDER ARE MORE FULLY DESCRIBED IN THE OFFERING CIRCULAR DATED FEBRUARY 18, 2005, A COPY OF WHICH IS AVAILABLE FROM THE ISSUER UPON REQUEST." EXHIBIT B-2 RESTRICTIVE SECURITIES LEGEND FOR COMMON SHARES "THIS SECURITY EVIDENCED HEREBY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE COMMON SHARES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER HEREOF IS HEREBY NOTIFIED THAT THE SELLER HEREOF MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS CERTIFICATE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THE COMMON SHARES REPRESENTED HEREBY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITIES REPRESENTED HEREBY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. IN ANY CASE THE HOLDER HEREOF WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO THE SECURITIES EXCEPT AS PERMITTED BY THE SECURITIES ACT. THIS CERTIFICATE AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON RESALES AND OTHER TRANSFERS OF THE SECURITIES REPRESENTED HEREBY TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS CERTIFICATE SHALL BE DEEMED BY THE ACCEPTANCE HEREOF TO HAVE AGREED TO SUCH AMENDMENT OR SUPPLEMENT." THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE ("TSX"); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON TSX. EXHIBIT B-3 GLOBAL NOTE LEGEND "THIS SECURITY IS A GLOBAL NOTE SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY DEPOSITARY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORYTHEREOF. THIS NOTE IS SECURITY MAY NOT EXCHANGEABLE BE EXCHANGED IN WHOLE OR IN PART FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURESECURITY REGISTERED, AND NO TRANSFER OF THIS NOTE (SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO SUCH DEPOSITARY OR A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION COMPANY ("DTC"), A NEW YORK CORPORATION, TO THE COMPANY ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON PERSONS IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. Exhibit B [." EXHIBIT B-4 ADDITIONAL RESTRICTIVE SECURITIES LEGEND FOR COMMON SHARES "UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THESE SECURITIES MUST NOT TRADE THE SECURITIES IN CANADA BEFORE JUNE 25, 2005." EXHIBIT C FORM OF CONVERSION NOTICE] ------------------------- CONVERSION NOTICE ToOF TRANSFER PURSUANT TO REGISTRATION STATEMENT LIONS GATE ENTERTAINMENT INC. LIONS GATE ENTERTAINMENT CORP. 2700 Colorado Avenue, Suite 200 Santa Monica, California 90404 J.P. MXXXXX XXXXX XXXXXXX, XXXXXXXX XXXXXXXXXXX 000 Xxxxxx Xxxxxx, Xuixx 0000 Xxxston, TX 77002 Attention: CELLSTAR CORPORATION The undersigned registered Re: XXXXX XXXX ENTERTAINMENT INC. (the "ISSUER") 3.625% Convertible Senior Subordinated Notes due 2025 (the "NOTES") Ladies and Gentlemen: Please be advised that _____________ has transferred $___________ aggregate principal amount of the Notes or _________ Common Shares, no par value per share, of the Issuer issuable on conversion of the Notes ("COMMON SHARES") pursuant to an effective Shelf Registration Statement on Form S-3 (File No. 333-________). We hereby certify that the prospectus delivery requirements, if any, of the Securities Act of 1933 as amended, have been satisfied with respect to the transfer described above and that the above-named beneficial owner of this Note hereby irrevocably exercises the option to convert this NoteNotes or Common Shares is named as a "SELLING SECURITY HOLDER" in the Prospectus dated _________, or in amendments or supplements thereto, and that the portion hereof (which is $1,000 aggregate principal amount of the Notes, or an integral multiple thereof) below designated, into shares number of Common Stock Shares transferred are [a portion of] the Notes or Common Shares listed in such Prospectus, as amended or supplemented, opposite such owner's name. Very truly yours, ------------------------- (Name) C-1 EXHIBIT D FORM OF OPINION OF COUNSEL IN CONNECTION WITH REGISTRATION OF SECURITIES [Name] [Address] Re: LIONS GATE ENTERTAINMENT INC. (the "ISSUER") 3.625% Convertible Senior Subordinated Notes due 2025 (the "NOTES") Ladies and Gentlemen: Reference is made to the Notes issued pursuant to a certain indenture dated as of February 24, 2005 by and among the Issuer, the Company and J.P. Morgan Trust Company, National Association, as trustee (the "Trusxxx"). Xxx Company issued $150,000,000 principal amount of Notes on February 24, 2005 [and an additional $[25,000,000] on [_________], 2005 pursuant to the exercise of the initial purchasers' option] [if such option is exercised] in transactions exempt from registration under the Securities Act of 1933, as amended (the "SECURITIES Act"). The Issuer and the Company in accordance have filed with the terms of the Indenture referred to in this Note, and directs that the shares issuable and deliverable upon such conversion, together with any check in payment for fractional shares and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If shares or any portion of this Note not converted are to be issued in the name of a person other than the undersigned, the undersigned will check the appropriate box below and pay all transfer taxes payable with respect thereto. Any amount required to be paid to the undersigned on account of interest accompanies this Note. Dated: ------------------ ------------------------ Signature Principal amount to be converted (if less than all): -------------------- Signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares (the "SEC") a registration statement on Form S-3 (File No. 333-____) (the "REGISTRATION STATEMENT") relating to the registration under the Securities Act of $______________ principal amount of the Notes and the Common Stock Shares of the Company (the "SHARES") issuable upon conversion of the Notes being registered. The Registration Statement was declared effective by order of the SEC dated [_____________]. We have acted as counsel for the Issuer and the Company in connection with the issuance of the Notes and the preparation and filing of the Registration Statement and are familiar with the Securities, the Indenture, the Registration Statement, the above-mentioned SEC order and such other documents as are necessary to be render this opinion. Based on the foregoing, it is our opinion that (1) the Registration Statement has become effective under the Securities Act and, to our knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued, or (2) assuming that the Notes to be delivered, other than to covered by the Registration Statement and the Common Shares issuable upon conversion of such Notes are sold by a relevant Holder specified in the name Registration Statement in a manner specified in the Registration Statement, such sale of the Notes and Common Shares issuable upon conversion of the Notes will have been duly registered holderunder the Securities Act and (3) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended. ------------------------ Signature Guarantee Fill Yours truly, EXHIBIT E FORM OF NOTE GUARANTEE For value received, the undersigned hereby unconditionally guarantees, as principal obligor and not only as a surety, to the Holder of this Note the cash payments in for registration United States dollars of shares principal of, premium, if to be issuedany, and Notes if to be delivered, other than to interest on this Note (and including Additional Interest payable thereon) in the name amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or performance of all other Obligations of the registered holderCompany under the Indenture (as defined below) or the Note, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note, Article III of the Indenture, the subordination provisions of Article XV of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article III of the Indenture and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of February 24, 2005, among Lions Gate Entertainment Inc., a Delaware corporation, as issuer (the "Company"), Lions Gate Entertainment Corp, a British Columbia corporation, as guarantor (the "Guarantor") and J.P. Morgan Trust Company, National Association, as trustee (the "Trusxxx") (xx xmended or supplemented, the "Indenture"). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. The Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms set forth in the Indenture. Date: --------------------- (February ___, 2005 LIONS GATE ENTERTAINMENT CORP. By: --------------------------------- Name) --------------------- (Street Address) --------------------- (City, State and Zip Code): Title:
Appears in 1 contract
Samples: Lions Gate Entertainment Corp /Cn/
Dated. SignedSignature: --------------- ---------------------------------------------- ---------------------------- ---------------------------- ---------------------------- Name (Sign exactly as your name appears on the front of this Noteplease print) Signature Guarantee---------------------------- Address ------------------- * NOTE: ------------------------------------------------------------ NOTICE: Signature must be guaranteed by an "eligible guarantor institution" meeting the requirements If conversion of the Bond Registrar Warrant is made by surrender of the Warrant and the number of shares indicated exceeds the maximum number of shares to which requirements will include membership or participation in the Securities Transfer Agents Medallion Program or such other "signature guarantee program" as may be determined by the Bond Registrar in addition to, or in substitution fora holder is entitled, the Securities Transfer Agents Medallion Program, all in accordance with the Securities Exchange Act Company will issue such maximum number of 1934, as amended. [FORM OF LEGEND FOR BOOK-ENTRY NOTES] Any Global Note authenticated and delivered hereunder shall bear a legend in substantially the following form: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. Exhibit B [FORM OF CONVERSION NOTICE] ------------------------- CONVERSION NOTICE To: CELLSTAR CORPORATION The undersigned registered owner of this Note hereby irrevocably exercises the option to convert this Note, or the portion hereof (which is $1,000 principal amount or an integral multiple thereof) below designated, into shares of Common Stock purchasable upon exercise of the Company in accordance with the terms of the Indenture referred to in this Note, and directs that the shares issuable and deliverable upon such conversion, together with any check in payment for fractional shares and any Notes representing any unconverted principal amount hereof, be issued and delivered to the Warrant registered holder hereof unless a different name has been indicated below. If shares or any portion of this Note not converted are to be issued in the name of a person other than the undersigned, the undersigned will check the appropriate box below and pay all transfer taxes payable with respect thereto. Any amount required to be paid to the undersigned on account of interest accompanies this Note. Dated: ------------------ ------------------------ Signature Principal amount to be converted (if less than all): -------------------- Signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of Common Stock are to be issued, or Notes to be delivered, other than to and in the name of the registered holderundersigned Warrantholder or the undersigned's Assignee as below indicated and deliver same to the address stated below. ------------------------ Signature Guarantee Fill in for registration of shares if to be issuedEXHIBIT B THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, and Notes if to be deliveredAS AMENDED (THE "ACT"), other than to and in the name of the registered holder: --------------------- OR UNDER ANY STATE SECURITIES LAWS, IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION FOR NON-PUBLIC OFFERINGS. THIS SECURITY MAY NOT BE SOLD OR TRANSFERRED UNLESS IT IS REGISTERED UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR UNLESS ALPNET RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE (NameUNLESS WAIVED). VOID AFTER 5:00 P.M. EASTERN TIME ON JANUARY __, 2003 ("EXPIRATION DATE"). ALPNET, INC. B WARRANT WARRANT ("WARRANT") --------------------- (Street Address) --------------------- (CityTO PURCHASE SHARES OF COMMON STOCK, State and Zip Code)NO PAR VALUE PER SHARE
Appears in 1 contract
Samples: Purchase Agreement (Alpnet Inc)
Dated. Signed: --------------- ---------------------------------------------- (Sign exactly PLEASE SIGN NAME AS IT APPEARS ON THE FRONT OF THE CERTIFICATE) --------------------------------------- Signature Guaranteed THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER. THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. Exhibit B No. WC______ VOID AFTER December 31, 2005 WARRANTS CLASS C REDEEMABLE WARRANT CERTIFICATE TO PURCHASE ONE SHARE OF COMMON STOCK ISONICS CORPORATION CUSIP # _________________ THIS CERTIFIES THAT, FOR VALUE RECEIVED ___________________________ or its registered assigns (the "Registered Holder") is the owner of the number of Class C Redeemable Warrants (the "Warrants") specified above. Each Warrant initially entitles the Registered Holder to purchase, subject to the terms and conditions set forth in this Certificate and the Warrant Agreement (as your name appears hereinafter defined): one fully paid and nonassessable share of Common Stock of Isonics Corporation, a California corporation (the "Company"), at any time commencing on the front date hereof, and the earlier to occur of the Expiration Date (as hereinafter defined) and the Redemption Date (as hereinafter defined) upon the presentation and surrender of this Note) Signature Guarantee: ------------------------------------------------------------ NOTICE: Signature must be guaranteed Warrant Certificate with the Subscription Form on the reverse hereof duly executed, at the corporate office of Continental Stock Transfer & Trust Company, as Warrant Agent, or its successor (the "Warrant Agent"), accompanied by an payment of $2.50 per share, subject to adjustment (the "eligible guarantor institution" meeting the requirements Exercise Price"), in lawful money of the Bond Registrar which requirements will include membership United States of America in cash or participation by check made payable to the Warrant Agent for the account of the Company. This Warrant Certificate and each Warrant represented hereby are issued pursuant to and are subject in all respects to the terms and conditions set forth in the Securities Transfer Agents Medallion Program or such other Warrant Agreement (the "signature guarantee program" as may be determined by the Bond Registrar in addition toWarrant Agreement"), or in substitution fordated June 30, the Securities Transfer Agents Medallion Program2001, all in accordance with the Securities Exchange Act of 1934amending and restating that warrant agreement dated December 12, 2000, which amended and restated that warrant agreement dated June 1, 2000, as amended, by and between the Company and the Warrant Agent. [FORM OF LEGEND FOR BOOK-ENTRY NOTES] Any Global Note authenticated In the event of certain contingencies provided for in the Warrant Agreement, the Exercise Price and delivered hereunder shall bear a legend in substantially the following form: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. Exhibit B [FORM OF CONVERSION NOTICE] ------------------------- CONVERSION NOTICE To: CELLSTAR CORPORATION The undersigned registered owner number of this Note hereby irrevocably exercises the option to convert this Note, or the portion hereof (which is $1,000 principal amount or an integral multiple thereof) below designated, into shares of Common Stock subject to purchase upon the exercise of each Warrant represented hereby are subject to modification or adjustment. Each Warrant represented hereby is exercisable at the option of the Company in accordance with Registered Holder, but no fractional interests will be issued. In the terms case of the Indenture referred to in this Note, and directs that exercise of less than all the shares issuable and deliverable upon such conversion, together with any check in payment for fractional shares and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If shares or any portion of this Note not converted are to be issued in the name of a person other than the undersignedWarrants represented hereby, the undersigned will check Company shall cancel this Warrant Certificate upon the appropriate box below surrender hereof and pay all transfer taxes payable with respect thereto. Any amount required to be paid to shall execute and deliver a new Warrant Certificate or Warrant Certificates of like tenor, which the undersigned on account Warrant Agent shall countersign, for the balance of interest accompanies this Note. Dated: ------------------ ------------------------ Signature Principal amount to be converted (if less than all): -------------------- Signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of Common Stock are to be issued, or Notes to be delivered, other than to and in the name of the registered holder. ------------------------ Signature Guarantee Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: --------------------- (Name) --------------------- (Street Address) --------------------- (City, State and Zip Code)such Warrants.
Appears in 1 contract
Samples: Warrant Agreement (Isonics Corp)
Dated. Signed: --------------- ---------------------------------------------- -------------------------- -------------------------------------- (Sign exactly as your name appears on the front other side of this NoteSecurity) Signature Guarantee: ------------------------------------------------------------ NOTICE: Signature ------------------------------------------------ ------------------------------ (Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Bond Registrar Registrar, which requirements will include membership or participation in the Securities Transfer Agents Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Bond Registrar in addition to, or in substitution for, the Securities Transfer Agents Medallion ProgramSTAMP, all in accordance with the Securities Exchange Act of 1934, as amended. [FORM .) TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. OPTION OF LEGEND SECURITYHOLDER TO ELECT PURCHASE If you want to elect to have all or any part of this Security purchased by the Company pursuant to Section 4.10 or Section 4.14 of the Indenture check the appropriate box: [ ] Section 4.10 [ ] Section 4.14 If you want to have only part of the Security purchased by the Company pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased: $ ---------------------- Date: ----------------- Your Signature: ------------------------ (Sign exactly as your name appears on the face of this Security) Signature Guarantee: ---------------------------------------- (Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements will include membership or participation in the Securities Transfer Agents Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.) 115 EXHIBIT B UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR BOOK-ENTRY NOTES] Any Global Note authenticated and delivered hereunder shall bear a legend in substantially the following form: SECURITIES IN DEFINITIVE FORM, THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS NOTE IS SECURITY MAY NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE BE TRANSFERRED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY DEPOSITARY TO A NOMINEE OF THE DEPOSITORY DEPOSITARY, OR BY ANY SUCH NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR NOMINEE OF SUCH SUCCESSOR DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURESUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. Exhibit TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE. CUSIP No: (Front of Security) No. 1 $ ----------- SOURCE MEDIA, INC. 12% Senior Note dues 2004, Series B [FORM OF CONVERSION NOTICE] ------------------------- CONVERSION NOTICE To: CELLSTAR CORPORATION The undersigned registered owner SOURCE MEDIA, INC., a Delaware corporation, promises to pay to Cede & Co., as nominee of this Note hereby irrevocably exercises the option to convert this NoteDepository Trust Company, or the portion hereof (which is $1,000 principal amount or an integral multiple thereof) below designated, into shares of Common Stock of the Company in accordance with the terms of the Indenture referred to in this Note, and directs that the shares issuable and deliverable upon such conversion, together with any check in payment for fractional shares and any Notes representing any unconverted principal amount hereof, be issued and delivered to the its registered holder hereof unless a different name has been indicated below. If shares or any portion of this Note not converted are to be issued in the name of a person other than the undersignedassigns, the undersigned will check the appropriate box below and pay all transfer taxes payable with respect thereto. Any amount required to be paid to the undersigned principal sum of $100,000,000 on account of interest accompanies this Note. Dated: ------------------ ------------------------ Signature Principal amount to be converted (if less than all): -------------------- Signature(s) must be guaranteed by an eligible guarantor institution (banksNovember 1, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of Common Stock are to be issued, or Notes to be delivered, other than to and in the name of the registered holder. ------------------------ Signature Guarantee Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: --------------------- (Name) --------------------- (Street Address) --------------------- (City, State and Zip Code)2004.
Appears in 1 contract
Samples: Indenture (Source Media Inc)
Dated. Signed: --------------- ---------------------------------------------- ----------------------- ---------------------------------- (Sign exactly as your name appears on the front face of this Note) Signature Guarantee: ------------------------------------------------------------ NOTICE: Signature must be guaranteed by ----------------------------------------------------------- TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "eligible guarantor institutionqualified institutional buyer" meeting within the requirements meaning of the Bond Registrar which requirements will include membership or participation in Rule 144A under the Securities Transfer Agents Medallion Program or such other "signature guarantee program" as may be determined by the Bond Registrar in addition to, or in substitution for, the Securities Transfer Agents Medallion Program, all in accordance with the Securities Exchange Act of 19341933, as amended. [, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the Company and the transferor are relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ----------------------- ---------------------------------- NOTICE: To be executed by an executive officer 79 EXHIBIT A FORM OF LEGEND FOR BOOK-ENTRY NOTES] Any Global Note authenticated and delivered hereunder shall bear a legend in substantially the following form: THIS NOTE IS A SECURITY IN GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE FORM (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORYFace of Security) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. ., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ) ANY TRANSFER, PLEDGE, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. Exhibit B [FORM TRANSFERS OF CONVERSION NOTICE] ------------------------- CONVERSION NOTICE To: CELLSTAR THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. No. $__________ CUSIP No. GENZYME CORPORATION The undersigned 5-1/4% Convertible Subordinated Note Due 2005 Genzyme Corporation, a Massachusetts corporation, promises to pay to or registered owner of this Note hereby irrevocably exercises the option to convert this Note, or the portion hereof (which is $1,000 principal amount or an integral multiple thereof) below designated, into shares of Common Stock of the Company in accordance with the terms of the Indenture referred to in this Note, and directs that the shares issuable and deliverable upon such conversion, together with any check in payment for fractional shares and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If shares or any portion of this Note not converted are to be issued in the name of a person other than the undersignedassigns, the undersigned will check principal sum of Dollars on June 1, 2005. The aggregate amount of outstanding Securities represented hereby may from time to time be reduced or increased to reflect exchanges by means of notations on the appropriate box below and pay all transfer taxes payable with respect thereto. Any amount required to be paid to Schedule of Exchanges for Definitive Securities on the undersigned on account of interest accompanies this Note. Dated: ------------------ ------------------------ Signature Principal amount to be converted (if less than all): -------------------- Signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of Common Stock are to be issued, or Notes to be delivered, other than to and in the name of the registered holder. ------------------------ Signature Guarantee Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: --------------------- (Name) --------------------- (Street Address) --------------------- (City, State and Zip Code)reverse hereof.
Appears in 1 contract
Samples: Genzyme Corp
Dated. SignedSignature by or on behalf of assignor DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: --------------- ---------------------------------------------- Distributions shall be made, by wire transfer or otherwise, in immediately available funds to , ------------------------------------------------- , ------------------------------------------------------------------------------- for the account of , ------------------------------------------------------------ account number , or, if mailed by check, to . ------------------------------------ Applicable statements should be mailed to , ------------------------------------- . ------------------------------------------------------------------------------- This information is provided by , ------------------------------------ the assignee named above, or , -------------------------------------------------- as its agent. EXHIBIT B NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED TRANSFEROR DELIVERS TO THE TRUSTEE A TRANSFEROR LETTER IN THE FORM OF EXHIBIT H TO THE AGREEMENT REFERRED TO HEREIN AND EITHER (Sign exactly as your name appears on the front I) THE TRUSTEE RECEIVES A RULE 144A LETTER IN THE FORM OF EXHIBIT I TO THE AGREEMENT REFERRED TO HEREIN OR (II) THE TRUSTEE RECEIVES AN OPINION OF COUNSEL, DELIVERED AT THE EXPENSE OF THE TRANSFEROR, THAT SUCH TRANSFER MAY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE TRUSTEE A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, ("ERISA"), OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO MATERIALLY SIMILAR PROVISIONS OF APPLICABLE FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") OR A PERSON INVESTING ON BEHALF OF OR WITH PLAN ASSETS OF SUCH A PLAN. IN THE EVENT THAT SUCH REPRESENTATION IS VIOLATED, OR ANY ATTEMPT IS MADE TO TRANSFER TO A PLAN OR ARRANGEMENT SUBJECT TO SECTION 406 OF ERISA, A PLAN SUBJECT TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO SIMILAR LAW, OR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR ARRANGEMENT OR USING THE ASSETS OF ANY SUCH PLAN OR ARRANGEMENT, SUCH ATTEMPTED TRANSFER OR ACQUISITION SHALL BE VOID AND OF NO EFFECT. Certificate No. : P-1 Cut-off Date : November 1, 2004 First Distribution Date : December 27, 2004 Percentage Interest of this NoteCertificate ("Denomination") Signature Guarantee: ------------------------------------------------------------ NOTICE: Signature must be 100% MORGAN STANLEY ABS CAPITAL I INC. Morgan Stanley ABS Cxxxxxx X Xxx. Trust 2004-OP1 Mortgagx Xxxx-Xxxxxxx Certificates, Series 2004-OP1 Class P evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions in respect of this Certificate are distributable monthly as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by an the Depositor, the Trustee or any other party to the Agreement referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that ________________________ is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "eligible guarantor institution" meeting Agreement") among Morgan Stanley ABS Capital I Inc., as depositor (the "Depositor"), Optixx Xxx Xxxxxxxe Corporation, as servicer and responsible party, and Wells Fargo Bank, National Association, as trustee (the "Trustee"). To xxx xxtent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. This Certificate does not have a Pass-Through Rate and will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust will be made only upon presentment and surrender of this Certificate at the offices designated by the Trustee for such purposes, or such other location specified in the notice to Certificateholders. No transfer of a Certificate of this Class shall be made unless such disposition is exempt from the registration requirements of the Bond Registrar which requirements will include membership Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or participation in the Securities Transfer Agents Medallion Program or such other "signature guarantee program" as may be determined by the Bond Registrar in addition to, or in substitution for, the Securities Transfer Agents Medallion Program, all is made in accordance with the Securities Exchange 1933 Act and such laws. In the event of 1934any such transfer, as amended. [FORM OF LEGEND FOR BOOK-ENTRY NOTES] Any Global Note authenticated and delivered hereunder the Trustee shall bear require the transferor to execute a legend transferor certificate (in substantially the following form: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORYform attached to the Pooling and Servicing Agreement) and deliver either (i) a Rule 144A Letter, in either case substantially in the form attached to the Agreement, or (ii) a written Opinion of Counsel to the Trustee that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall be an expense of the transferor. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURENo transfer of a Certificate of this Class shall be made unless the Trustee shall have received a representation letter from the transferee of such Certificate, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYacceptable to and in form and substance satisfactory to the Trustee, A NEW YORK CORPORATION to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA, Section 4975 of the Code or any materially similar provisions of applicable federal, state or local law ("DTCSimilar Law"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFERor a person acting on behalf of or investing plan assets of any such plan, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & COwhich representation letter shall not be an expense of the Trustee. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. Exhibit B [FORM OF CONVERSION NOTICE] ------------------------- CONVERSION NOTICE To: CELLSTAR CORPORATION The undersigned registered owner Reference is hereby made to the further provisions of this Note hereby irrevocably exercises Certificate set forth on the option reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to convert this Note, any benefit under the Agreement or the portion hereof (which is $1,000 principal amount or be valid for any purpose unless manually authenticated by an integral multiple thereof) below designated, into shares of Common Stock authorized signatory of the Company in accordance with the terms of the Indenture referred to in this Note, and directs that the shares issuable and deliverable upon such conversion, together with any check in payment for fractional shares and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated belowTrustee. If shares or any portion of this Note not converted are to be issued in the name of a person other than the undersigned, the undersigned will check the appropriate box below and pay all transfer taxes payable with respect thereto. Any amount required to be paid to the undersigned on account of interest accompanies this Note. Dated: ------------------ ------------------------ Signature Principal amount to be converted (if less than all): -------------------- Signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of Common Stock are to be issued, or Notes to be delivered, other than to and in the name of the registered holder. ------------------------ Signature Guarantee Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: --------------------- (Name) --------------------- (Street Address) --------------------- (City, State and Zip Code)* * *
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. Trust 2004-Op1)
Dated. SignedSignature by or on behalf of assignor ---------------------------------------- Signature Guaranteed DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: --------------- ---------------------------------------------- (Sign exactly as your name appears on Distributions shall be made, by wire transfer or otherwise, in immediately available funds to ____________________________________________________________, for the front account of this Note) Signature Guarantee: ------------------------------------------------------------ NOTICE: Signature must ____________________________________________________________, account number___________, or, if mailed by check, to _________________________, Applicable statements should be guaranteed mailed to _____________________________________, ______________________________________________________________________________ . This information is provided by an "eligible guarantor institution" meeting _______________________________________________, the requirements of the Bond Registrar which requirements will include membership or participation in the Securities Transfer Agents Medallion Program or such other "signature guarantee program" as may be determined by the Bond Registrar in addition toassignee named above, or in substitution for, the Securities Transfer Agents Medallion Program, all in accordance with the Securities Exchange Act of 1934__________________________________________________, as amendedits agent. [XXXXXXX X-0 FORM OF LEGEND FOR BOOK-ENTRY NOTES] Any Global Note authenticated and delivered hereunder shall bear a legend in substantially the following form: CLASS P CERTIFICATE THIS NOTE CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE TRUSTEE, THE MASTER SERVICER OR THE SECURITIES ADMINISTRATOR OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED OR INSURED BY THE DEPOSITOR, THE TRUSTEE, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR OR BY ANY OF THEIR AFFILIATES OR BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY. THIS CLASS P CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS A GLOBAL NOTE WITHIN SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT OR UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE MEANING OF CERTIFICATE REGISTRATION PROVISIONS IN THE INDENTURE HEREINAFTER AGREEMENT REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTUREHEREIN. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), COMPANY TO THE COMPANY DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE XXXXXXX LYNCH, PIERCE, XXXXXX & CO. XXXXX INCORPORATED OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE XXXXXXX LYNCH, PIERCE, XXXXXX & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC)XXXXX INCORPORATED, ANY TRANSFER, PLEDGE, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS SINCE THE REGISTERED OWNER HEREOF, CEDE XXXXXXX LYNCH, PIERCE, XXXXXX & CO.XXXXX INCORPORATED, HAS AN INTEREST HEREIN. Exhibit B NO TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED UNLESS THE PROSPECTIVE TRANSFEREE PROVIDES THE SECURITIES ADMINISTRATOR AND THE DEPOSITOR WITH (A) A REPRESENTATION THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), A PLAN SUBJECT TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO ANY STATE, LOCAL, FEDERAL, NON-U.S. OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE ("SIMILAR LAW"), AND IS NOT DIRECTLY OR INDIRECTLY ACQUIRING THIS CERTIFICATE FOR, ON BEHALF OF, OR WITH ANY ASSETS OF ANY SUCH PLAN, (B) IF THE CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING, A REPRESENTATION THAT SUCH TRANSFEREE IS AN INSURANCE COMPANY THAT IS ACQUIRING THE CERTIFICATE WITH ASSETS OF AN "INSURANCE COMPANY GENERAL ACCOUNT" AS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60 AND THE ACQUISITION AND HOLDING OF THE CERTIFICATE ARE COVERED AND EXEMPT UNDER SECTIONS I AND III OF PTCE 95-60 OR (C) SOLELY IN THE CASE OF A DEFINITIVE CERTIFICATE, AN OPINION OF COUNSEL SATISFACTORY TO THE SECURITIES ADMINISTRATOR, AND UPON WHICH THE SECURITIES ADMINISTRATOR SHALL BE ENTITLED TO RELY, TO THE EFFECT THAT THE ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY THE PROSPECTIVE TRANSFEREE WILL NOT CONSTITUTE OR RESULT IN A NONEXEMPT PROHIBITED TRANSACTION UNDER ERISA OR THE CODE OR A VIOLATION OF SIMILAR LAW AND WILL NOT SUBJECT THE TRUSTEE, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR OR THE DEPOSITOR TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN BY SUCH ENTITIES IN THE AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUSTEE, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR OR THE DEPOSITOR. CLASS P CERTIFICATE Number: [FORM OF CONVERSION NOTICE__________] ------------------------- CONVERSION NOTICE ToPercentage Interest: CELLSTAR CORPORATION The undersigned registered owner of this Note hereby irrevocably exercises the option to convert this Note, or the portion hereof (which is $1,000 principal amount or an integral multiple thereof) below designated, into shares of Common Stock of the Company in accordance with the terms of the Indenture referred to in this Note, and directs that the shares issuable and deliverable upon such conversion, together with any check in payment for fractional shares and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If shares or any portion of this Note not converted are to be issued in the name of a person other than the undersigned, the undersigned will check the appropriate box below and pay all transfer taxes payable with respect thereto. Any amount required to be paid to the undersigned on account of interest accompanies this Note. Dated100% Cut-off Date: ------------------ ------------------------ Signature Principal amount to be converted (if less than all): -------------------- Signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of Common Stock are to be issued, or Notes to be delivered, other than to and in the name of the registered holder. ------------------------ Signature Guarantee Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: --------------------- (Name) --------------------- (Street Address) --------------------- (City, State and Zip Code)[__________]
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Merrill Lynch Alternative Note Asset Trust, Series 2007-Oar5)
Dated. Signed: --------------- ---------------------------------------------- (Sign exactly as your name appears on the front of this NoteSignature(s) Signature Guarantee: ------------------------------------------------------------ NOTICE: Signature must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Bond Registrar which requirements will include membership or participation in the Securities Transfer Agents Medallion Program or such other "signature guarantee program" as may be determined by the Bond Registrar in addition to, or in substitution for, the Securities Transfer Agents Medallion Program, all in accordance with the Securities Exchange Act of 1934, as amended. [FORM OF LEGEND FOR BOOK-ENTRY NOTES] Any Global Note authenticated and delivered hereunder shall bear a legend in substantially the following form: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. Exhibit B [FORM OF CONVERSION NOTICE] ------------------------- CONVERSION NOTICE To: CELLSTAR CORPORATION The undersigned registered owner of this Note hereby irrevocably exercises the option to convert this Note, or the portion hereof (which is $1,000 principal amount or an integral multiple thereof) below designated, into shares of Common Stock of the Company in accordance with the terms of the Indenture referred to in this Note, and directs that the shares issuable and deliverable upon such conversion, together with any check in payment for fractional shares and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If shares or any portion of this Note not converted are to be issued in the name of a person other than the undersigned, the undersigned will check the appropriate box below and pay all transfer taxes payable with respect thereto. Any amount required to be paid to the undersigned on account of interest accompanies this Note. Dated: ------------------ ------------------------ Signature Principal amount to be converted (if less than all): -------------------- Signature(s) must be guaranteed by an eligible guarantor institution (banks, a commercial bank or trust company or a member firm of a major stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 exchange if shares of Common Stock are to be issued, or Notes to be delivered, other than to and or in the name of the registered holder. ------------------------ ---------------------------------- Signature Guarantee NOTICE: The above signatures of the holder(s) must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Exhibit B FORM OF CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES Re: 4.00% Convertible Senior Subordinated Notes due 2033 of Maverick Tube Corporation (the "Company") This Certificate relates to $_____ principal amount of Notes held in **______ book-entry or *______ definitive form by _____________________ (the "Transferor"). The Transferor has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that the Transferor is familiar with the Indenture, dated as of June 9, 2003 (as amended or supplemented to date, the "Indenture"), between the Company and The Bank of New York, (the "Trustee") relating to the above-captioned Notes and that the transfer of this Note does not require registration under the Securities Act (as defined below) because:* |_| Such Note is being acquired for the Transferor's own account without transfer. |_| Such Note is being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act")), in accordance with Rule 144A under the Securities Act. |_| Such Note is being transferred (i) pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act (and based upon an opinion of counsel if the Company or the Trustee so requests) or (ii) pursuant to an effective registration statement under the Securities Act. |_| Such Note is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based upon an opinion of counsel if the Company or the Trustee so requests). --------------- * Fill in for registration blank or check appropriate box, as applicable You are entitled to rely upon this certificate and you are irrevocably authorized to produce this certificate or a copy to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. [INSERT NAME OF TRANSFEROR] By: ---------------------------------------- Name: Title: Address: Date: ----------------------- Exhibit C FORM OF RESTRICTED COMMON STOCK LEGEND THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER: (1) REPRESENTS THAT IT OR ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A ADOPTED UNDER THE SECURITIES ACT); (2) AGREES THAT IT WILL NOT, PRIOR TO THE EXPIRATION OF THE APPLICABLE HOLDING PERIOD UNDER RULE 144, REOFFER, RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY, EXCEPT (A) TO THE ISSUER OR A SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) TO A "QUALIFIED INSTITUTIONAL BUYER" IN COMPLIANCE WITH RULE 144A ADOPTED UNDER THE SECURITIES ACT (IF AVAILABLE), OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; AND (3) AGREES THAT IT WILL, PRIOR TO ANY TRANSFER OF THIS SECURITY DURING THE APPLICABLE HOLDING PERIOD UNDER RULE 144, FURNISH TO THE TRANSFER AGENT AND THE ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS MAY BE REQUIRED PURSUANT TO THE INDENTURE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO THIS SECURITY, EXCEPT AS PERMITTED BY THE SECURITIES ACT. THIS SECURITY AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON AND PROCEDURES FOR RESALES AND OTHER TRANSFERS OF THIS SECURITY TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS SECURITY SHALL BE DEEMED BY THE ACCEPTANCE OF THIS SECURITY TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT. THE HOLDER OF THIS SECURITY IS SUBJECT TO, AND ENTITLED TO THE BENEFITS OF, A REGISTRATION RIGHTS AGREEMENT, DATED AS OF JUNE 9, 2003 ENTERED INTO BY THE COMPANY FOR THE BENEFIT OF CERTAIN HOLDERS OF SECURITIES FROM TIME TO TIME. UNTIL THE SEPARATION TIME (AS DEFINED IN THE RIGHTS AGREEMENT REFERRED TO BELOW) OR THE EARLIER EXPIRATION TIME, THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT, DATED AS OF JULY 24, 1998 (AS SUCH MAY BE AMENDED FROM TIME TO TIME, THE "RIGHTS AGREEMENT"), BETWEEN MAVERICK TUBE CORPORATION (THE "COMPANY") AND THE RIGHTS AGENT, THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS MAY BE REDEEMED, TERMINATED, EXCHANGED FOR OTHER SECURITIES OR ASSETS OF THE COMPANY, EXPIRE, OR BECOME VOID (IF THEY ARE "BENEFICIALLY OWNED" BY AN "ACQUIRING PERSON" OR AN AFFILIATE OR ASSOCIATE THEREOF, AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT, OR BY ANY TRANSFEREE OF ANY OF THE FOREGOING) OR MAY BE EVIDENCED BY SEPARATE CERTIFICATES AND MAY NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL OR ARRANGE FOR THE MAILING OF A COPY OF THE RIGHTS AGREEMENT TO THE HOLDER OF THIS CERTIFICATE WITHOUT CHARGE WITHIN FIVE DAYS AFTER THE RECEIPT OF A WRITTEN REQUEST THEREFOR. Exhibit D FORM OF TRANSFER CERTIFICATE FOR TRANSFER OF RESTRICTED COMMON STOCK (Transfers pursuant to Section 904(b) of the Indenture) [NAME AND ADDRESS OF COMMON STOCK TRANSFER AGENT] Re: Maverick Tube Corporation 4.00% Convertible Senior Subordinated Notes Due 2033 (the "Notes") Reference is hereby made to the Indenture, dated as of June 9, 2003, between the Company and the Trustee (collectively, the "Indenture"). Capitalized terms used but not defined herein shall have the meanings given them in the Indenture. This letter relates to _________ shares if to be issued, of Common Stock represented by the accompanying certificate(s) that were issued upon conversion of Notes and Notes if to be delivered, other than to and which are held in the name of [name of transferor] (the registered holder"Transferor") to effect the transfer of such Common Stock. In connection with the transfer of such shares of Common Stock, the undersigned confirms that such shares of Common Stock are being transferred: --------------------- (Name) --------------------- (Street Address) --------------------- (City, State and Zip Code)CHECK ONE BOX BELOW
Appears in 1 contract
Samples: Maverick Tube Corporation
Dated. SignedAugust , 1997 ------ KRAUXX'X XXXNITURE, INC. By: --------------- ---------------------------------------------- (Sign exactly as your name appears on the front --------------------------------- Name: Robexx X. Xxxxxx Title: Senior Vice President and Chief Financial Officer Attest: By: -------------------------- Name: Judixx X. Xxxxxx Xxxle: Secretary EXHIBIT A SUBSCRIPTION FORM [To be executed only upon exercise of this Note) Signature Guarantee: ------------------------------------------------------------ NOTICE: Signature must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Bond Registrar which requirements will include membership or participation in the Securities Transfer Agents Medallion Program or such other "signature guarantee program" as may be determined by the Bond Registrar in addition to, or in substitution for, the Securities Transfer Agents Medallion Program, all in accordance with the Securities Exchange Act of 1934, as amended. [FORM OF LEGEND FOR BOOK-ENTRY NOTESWarrant] Any Global Note authenticated and delivered hereunder shall bear a legend in substantially the following form: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. Exhibit B [FORM OF CONVERSION NOTICE] ------------------------- CONVERSION NOTICE To: CELLSTAR CORPORATION The undersigned registered owner of this Note hereby Warrant irrevocably exercises this Warrant for the option to convert purchase of _____ Shares of Common Stock of KRAUXX'X XXXNITURE, INC. and herewith makes payment therefor, all at the price and on the terms and conditions specified in this Note, or Warrant and requests that certificates for the portion hereof (which is $1,000 principal amount or an integral multiple thereof) below designated, into shares of Common Stock of the Company in accordance with the terms of the Indenture referred to in this Note, hereby purchased (and directs that the shares any securities or other property issuable and deliverable upon such conversion, together with any check in payment for fractional shares and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If shares or any portion of this Note not converted are to exercise) be issued in the name of a person other than the undersignedand delivered to _____________ whose address is ________________ and, the undersigned will check the appropriate box below and pay all transfer taxes payable with respect thereto. Any amount required to be paid to the undersigned on account of interest accompanies this Note. Dated: ------------------ ------------------------ Signature Principal amount to be converted (if less than all): -------------------- Signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if such shares of Common Stock are to be issued, or Notes to be delivered, other than to and in the name shall not include all of the registered holder. ------------------------ Signature Guarantee Fill shares of Common Stock issuable as provided in this Warrant, that a new Warrant of like tenor and date for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name balance of the registered holder: --------------------- shares of Common Stock issuable hereunder be delivered to the undersigned. ------------------------------------------ (NameName of Registered Owner) --------------------- ------------------------------------------ (Signature of Registered Owner) ------------------------------------------ (Street Address) --------------------- ------------------------------------------ (City, State and ) (State) (Zip Code)) NOTICE: The signature on this subscription must correspond with the name as written upon the face of the within Warrant in every particular, without alteration or enlargement or any change whatsoever. EXHIBIT B ASSIGNMENT FORM FOR VALUE RECEIVED the undersigned registered owner of this Warrant hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under this Warrant, with respect to the number of shares of Common Stock set forth below: Name and Address of Assignee No. of Shares of Common Stock ---------------------------- ----------------------------- and does hereby irrevocably constitute and appoint ________________ attorney-in-fact to register such transfer on the books of KRAUXX'X XXXNITURE, INC. maintained for the purpose, with full power of substitution in the premises. Dated: Print Name: --------------- -------------------------- Signature: ---------------------------- Witness: -----------------------------
Appears in 1 contract
Samples: Securities Purchase Agreement (Krauses Furniture Inc)
Dated. SignedSignature by or on behalf of assignor --------------------------------------- Signature Guaranteed DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: --------------- ---------------------------------------------- (Sign exactly as your name appears on Distributions shall be made, by wire transfer or otherwise, in immediately available funds to_________________________________________________ _______________________________________________________________________________ for the front account of this Note) Signature Guarantee: ------------------------------------------------------------ NOTICE: Signature must _______________________________, account number_____________, or, if mailed by check, to_____________________________________________________. Applicable statements should be guaranteed mailed to _____________________________________ This information is provided by an "eligible guarantor institution" meeting _______________________________________________, the requirements of the Bond Registrar which requirements will include membership or participation in the Securities Transfer Agents Medallion Program or such other "signature guarantee program" as may be determined by the Bond Registrar in addition toassignee named above, or in substitution for, the Securities Transfer Agents Medallion Program, all in accordance with the Securities Exchange Act of 1934____________________________________, as amendedits agent. [EXHIBIT B FORM OF LEGEND FOR BOOK-ENTRY NOTES] Any Global Note authenticated and delivered hereunder shall bear a legend in substantially the following form: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. CLASS B CERTIFICATE UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. Exhibit THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS AIO, CLASS M-1, CLASS M-2 AND CLASS M-3 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS BENEFICIAL OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") AND CERTAIN OTHER PROPERTY. THE CLASS B [FORM CERTIFICATES ARE ONLY OFFERED FOR SALE, AND ARE ONLY TRANSFERABLE TO PLAN INVESTORS IF AN EXEMPTION FROM THE PROHIBITED TRANSACTION RULES OF CONVERSION NOTICEERISA AND THE CODE APPLIES. EACH PURCHASER OF A CLASS B CERTIFICATE, OTHER THAN THE INITIAL PURCHASER OF THE CLASS B CERTIFICATE, BY VIRTUE OF ITS PURCHASE OF SUCH CERTIFICATE, WILL BE DEEMED TO HAVE REPRESENTED EITHER THAT IT IS NOT A PLAN INVESTOR OR THAT AN EXEMPTION FROM THE PROHIBITED TRANSACTION RULES OF ERISA AND THE CODE APPLIES TO THE ACQUISITION, HOLDING, AND RESALE OF SUCH CERTIFICATE AND TRANSACTIONS IN CONNECTION WITH THE SERVICING, MANAGEMENT AND OPERATION OF THE TRUST. ABFC MORTGAGE LOAN ASSET-BACKED CERTIFICATES SERIES 2002-WF1, CLASS B evidencing a beneficial ownership interest in a portion of a Trust Fund consisting primarily of a pool of conventional fixed-rate and adjustable-rate one- to four-family first lien mortgage loans formed and sold by ASSET BACKED FUNDING CORPORATION Series 2002-WF1, Class B Initial Certificate Principal Balance of this Certificate: $[ ] ------------------------- CONVERSION NOTICE ToPass-Through Rate: CELLSTAR CORPORATION The undersigned Variable Servicer: Xxxxx Fargo Home Mortgage, Inc. Date of Pooling and Servicing Agreement and Cut-off Date: March 1, 2002 Trustee: First Union National Bank First Distribution Date: April 25, 2002 Securities Administrator: Xxxxx Fargo Bank Minnesota, National Association Final Scheduled Distribution Date: December 25, 2032 CUSIP: 04542B AK 8 Closing Date: March 28, 0000 XXXX XX. XX00000XXX00 Original Class Certificate Principal No. ___ Balance of the Class B Certificates as of the Closing Date: $3,420,000 DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE. THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ASSET BACKED FUNDING CORPORATION, THE SERVICER, THE SECURITIES ADMINISTRATOR, THE TRUSTEE OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES. This certifies that ______________ is the registered owner of a Percentage Interest (obtained by dividing the Initial Certificate Principal Balance of this Note hereby irrevocably exercises Certificate by the option Original Class Certificate Principal Balance of the Class B Certificates) in that certain beneficial ownership interest evidenced by all the Class B Certificates in the Trust Fund created pursuant to convert this Notea Pooling and Servicing Agreement, or dated as specified above (the portion hereof "Agreement"), among Asset Backed Funding Corporation (hereinafter called the "Depositor," which term includes any successor entity under the Agreement), the Servicer, the Securities Administrator and the Trustee, a summary of certain of the pertinent provisions of which is $1,000 principal amount or an integral multiple thereof) below designatedset forth hereafter. To the extent not defined herein, into shares of Common Stock the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Company in accordance with Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Indenture Agreement, distributions will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (a "Distribution Date"), commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered on the last Business Day of the month immediately preceding the month in which the related Distribution Date occurs (the "Record Date"), from funds in the Distribution Account in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class B Certificates on such Distribution Date pursuant to the Agreement. All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by or on behalf of the Trustee by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Certificate Registrar in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date and is the registered owner of Class B Certificates the aggregate Initial Certificate Principal Balance of which is in excess of $5,000,000, or by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register, provided that the Certificate Registrar may deduct a reasonable wire transfer fee from any payment made by wire transfer. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trustee for that purpose as provided in the Agreement. The Class B Pass-Through Rate for the first Interest Accrual Period will be for the first Interest Accrual Period, ____% per annum. For any subsequent Interest Accrual Period, a per annum rate equal to the lesser of: (i) the lesser of (a) LIBOR plus 4.75% per annum and (b) the Maximum Cap Rate for the related Distribution Date, and (ii) the Net Adjusted WAC Rate for the related Distribution Date. This Certificate is one of a duly authorized issue of Certificates designated as ABFC Mortgage Loan Asset-Backed Certificates of the Series specified on the face hereof (herein called the "Certificates") and representing a Percentage Interest in the Class B Certificates. The Class B Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans. This certificate is subordinated in right of payment to the Class A, Class AIO, Class M-1, Class M-2 and Class M-3 Certificates as described in the Pooling and Servicing Agreement referred to herein. The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Servicer, the Securities Administrator, the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicer, the Securities Administrator and the Trustee with the consent of the Holders of Certificates entitled to the Voting Rights identified in the agreement. Any such consent by the Holder of this NoteCertificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Trustee as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and directs thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that the shares issuable and deliverable upon such conversion, together may be imposed in connection with any check in payment for fractional shares transfer or exchange of Certificates. The Depositor, the Servicer, the Securities Administrator, the Trustee and the Certificate Registrar and any Notes representing agent of the Depositor, the Servicer, the Securities Administrator, the 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 Depositor, the Servicer, the Securities Administrator, the Trustee, the Certificate Registrar nor any unconverted principal amount hereof, such agent shall be issued and delivered affected by notice to the registered holder hereof unless a different name has been indicated belowcontrary. If shares The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by or any portion on behalf of this Note not converted are to be issued in the name of a person other than the undersigned, the undersigned will check the appropriate box below Trustee and pay all transfer taxes payable with respect thereto. Any amount required to be paid to the undersigned on account of interest accompanies this Note. Dated: ------------------ ------------------------ Signature Principal amount to be converted (if less than all): -------------------- Signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program them pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares the Agreement following the earlier of Common Stock are to be issued, (i) the final payment or Notes to be delivered, other than to and liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the name Trust Fund, and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all Mortgage Loans and all property acquired in respect of any Mortgage Loan at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the registered holder. ------------------------ Signature Guarantee Fill in for registration of shares if Certificates; however, such right to be issued, and Notes if purchase is subject to be delivered, other than to and in the name aggregate Principal Balance of the registered holder: --------------------- (Name) --------------------- (Street Address) --------------------- (CityMortgage Loans at the time of purchase being 10% or less of the Cut-off Date Aggregate Principal Balance. The recitals contained herein shall be taken as statements of the Depositor and neither the Trustee nor the Securities Administrator assumes any responsibility for their correctness. Unless the certificate of authentication hereon has been executed by the Certificate Registrar, State and Zip Code)by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Asset Backed Funding Corp 2002 Wf1 Trust)
Dated. Signed: --------------- ---------------------------------------------- ----------------------- -------------------------------- (Sign exactly as name appears on the other side of this Note) TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: Signed: ----------------------- -------------------------------- NOTICE: To be executed by an executive officer OPTION OF NOTEHOLDER TO ELECT PURCHASE If you want to elect to have all or any part of this Note purchased by the Issuers pursuant to Section 4.10 or Section 4.14 of the Indenture check the appropriate box: / / Section 4.10 / / Section 4.14 If you want to have only part of the Note purchased by the Issuers pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased: $ ---------------------- Date: ------------------ Your Signature: ----------------------------------------- (Sign exactly as your name appears on the front face of this Note) Signature Guarantee: ------------------------------------------------------------ NOTICE: Signature must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Bond Registrar which requirements will include membership or participation in the Securities Transfer Agents Medallion Program or such other "signature guarantee program" as may be determined by the Bond Registrar in addition to, or in substitution for, the Securities Transfer Agents Medallion Program, all in accordance with the Securities Exchange Act of 1934, as amended. [132 EXHIBIT B FORM OF LEGEND FOR BOOK-ENTRY NOTES] Any Global Note authenticated and delivered hereunder shall bear a legend in substantially EXCHANGE NOTE [Include the following form: legend only on Global Notes] UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS NOTE IS MAY NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE BE TRANSFERRED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY DEPOSITARY TO A NOMINEE OF THE DEPOSITORY DEPOSITARY, OR BY ANY SUCH NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR NOMINEE OF SUCH SUCCESSOR DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURESUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY ISSUERS OR ITS THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. Exhibit TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE. [Include the following legend only on Physical Certificates] THIS NOTE WILL BE CONSIDERED TO HAVE BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID") FOR PURPOSES OF SECTIONS 1271 ET. SEQ. OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. THE ISSUE DATE OF THIS NOTE IS DECEMBER 31, 1997. FOR INFORMATION REGARDING THE ISSUE PRICE, AMOUNT OF OID PER $1,000 OF PRINCIPAL AMOUNT AND YIELD TO MATURITY FOR PURPOSES OF THE 133 EXHIBIT B [FORM OF CONVERSION NOTICE] ------------------------- CONVERSION NOTICE ToPage 2 OID RULES, PLEASE CONTACT JOHN X. XXXXXX XX (702) 869- 7000. 134 EXHIBIT B Page 3 CUSIP No: CELLSTAR CORPORATION The undersigned registered owner __________ (Front of this Note) No. 1 $___________ THE RESORT AT SUMMXXXXX, XXMITED PARTNERSHIP THE RESORT AT SUMMXXXXX, XXC. 13% Senior Subordinated PIK Note hereby irrevocably exercises the option dues 2007, Series B THE RESORT AT SUMMXXXXX, XXMITED PARTNERSHIP, a Nevada partnership, and THE RESORT AT SUMMXXXXX, XXC., a Nevada corporation, jointly and severally, promise to convert this Notepay to ____________________________, or its registered assigns, the portion hereof (which is principal sum of $1,000 principal ___________, as such amount may be increased or an integral multiple thereof) below designated, into shares of Common Stock decreased on the records of the Company Registrar (as defined in accordance with the terms of the Indenture referred to in this Noteherein), on December 15, 2007. Interest Payment Dates: June 15 and directs that the shares issuable December 15, commencing June 15, 1998. Record Dates: May 15 and deliverable upon such conversion, together with any check in payment for fractional shares and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless November 15 (whether or not a different name has been indicated belowBusiness Day). If shares or any portion Additional provisions of this Note not converted are to be issued in set forth on the name other side of a person other than the undersigned, the undersigned will check the appropriate box below and pay all transfer taxes payable with respect thereto. Any amount required to be paid to the undersigned on account of interest accompanies this Note. Dated: ------------------ ------------------------ Signature Principal amount THE RESORT AT SUMMXXXXX, XXMITED PARTNERSHIP By: THE RESORT AT SUMMXXXXX, XXC., its General Partner By: --------------------------------- Name: Title: By: --------------------------------- Name: Title: THE RESORT AT SUMMXXXXX, XXC. By: --------------------------------- Name: Title: By: --------------------------------- 135 EXHIBIT B Page 4 Name: Title: TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Notes referred to be converted (if less than all): -------------------- Signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of Common Stock are to be issued, or Notes to be delivered, other than to and in the name within-mentioned Indenture UNITED STATES TRUST COMPANY OF NEW YORK, as Trustee By:_____________________________ Authorized Signatory (Reverse of Note) 13% SENIOR SUBORDINATED PIK NOTE DUE 2007, SERIES B Capitalized terms used herein have the registered holder. ------------------------ Signature Guarantee Fill in for registration of shares if meanings assigned to be issued, and Notes if to be delivered, other than to and them in the name of the registered holder: --------------------- Indenture (Nameas defined below) --------------------- (Street Address) --------------------- (City, State and Zip Code)unless otherwise indicated.
Appears in 1 contract
Samples: Resort at Summerlin Inc
Dated. SignedSignature by or on behalf of assignor DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: --------------- ---------------------------------------------- Distributions shall be made, by wire transfer or otherwise, in immediately available funds to , ------------------------------------------------- , ------------------------------------------------------------------------------- for the account of , ------------------------------------------------------------- account number , or, if mailed by check, to . --------- ---------------------------- Applicable statements should be mailed to , -------------------------------------- . ------------------------------------------------------------------------------- This information is provided by , ------------------------------------ the assignee named above, or , --------------------------------------------------- as its agent. EXHIBIT D SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS AN INTEREST IN A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (Sign exactly as your name appears on the front THE "CODE"), AND CERTAIN OTHER ASSETS. NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED TRANSFEROR DELIVERS TO THE TRUSTEE A TRANSFEROR LETTER IN THE FORM OF EXHIBIT H TO THE AGREEMENT REFERRED TO HEREIN AND EITHER (I) THE TRUSTEE RECEIVES A RULE 144A LETTER IN THE FORM OF EXHIBIT I TO THE AGREEMENT REFERRED TO HEREIN OR (II) THE TRUSTEE RECEIVES AN OPINION OF COUNSEL, DELIVERED AT THE EXPENSE OF THE TRANSFEROR, THAT SUCH TRANSFER MAY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE TRUSTEE EITHER A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE, OR A PLAN SUBJECT TO APPLICABLE FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE OR A PERSON INVESTING ON BEHALF OF OR WITH PLAN ASSETS OF SUCH A PLAN, OR, IF THE TRANSFEREE IS AN INSURANCE COMPANY, A REPRESENTATION LETTER THAT IT IS USING THE ASSETS OF ITS GENERAL ACCOUNT AND THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE COVERED UNDER SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 OR AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AND THE SERVICER, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY SIMILAR LAW AND WILL NOT SUBJECT THE TRUSTEE OR THE SERVICER TO ANY OBLIGATION IN ADDITION TO THOSE EXPRESSLY UNDERTAKEN IN THIS AGREEMENT OR TO ANY LIABILITY. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF ERISA, SECTION 4975 OF THE CODE OR SIMILAR LAW WITHOUT THE REPRESENTATION LETTER OR OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT. Certificate No. : X-1 Cut-off Date : June 1, 2004 First Distribution Date : July 25, 2004 Percentage Interest of this NoteCertificate ("Denomination") Signature Guarantee: ------------------------------------------------------------ NOTICE: Signature must be 100% MORGAN STANLEY ABS CAPITAL I INC. Morgan Stanley ABS Cxxxxxx X Xxx. Trust 2004-NC5 Mortgagx Xxxx-Xxxxxxx Certificates, Series 2004-NC5 Class X evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions in respect of this Certificate are distributable monthly as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by an the Depositor, the Servicer, the Responsible Party or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that Deutsche Bank National Trust Company, as NIM Trustee, is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "eligible guarantor institution" meeting Agreement") among Morgan Stanley ABS Capital I Inc., as depositor (the "Depositor"), Counxxxxxxe Xxxx Xoans Servicing LP, as servicer (the "Servicer"), NC Capital Corporation, as responsible party (the "Responsible Party"), and Deutsche Bank National Trust Company, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. This Certificate does not have a Certificate Balance or Pass-Through Rate and will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust will be made only upon presentment and surrender of this Certificate at the offices designated by the Trustee for such purposes or such other location specified in the notice to Certificateholders. No transfer of a Certificate of this Class shall be made unless such disposition is exempt from the registration requirements of the Bond Registrar which requirements will include membership Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or participation in the Securities Transfer Agents Medallion Program or such other "signature guarantee program" as may be determined by the Bond Registrar in addition to, or in substitution for, the Securities Transfer Agents Medallion Program, all is made in accordance with the Securities Exchange 1933 Act and such laws. In the event of 1934any such transfer, as amended. [FORM OF LEGEND FOR BOOK-ENTRY NOTES] Any Global Note authenticated and delivered hereunder the Trustee shall bear require the transferor to execute a legend transferor certificate (in substantially the following form: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORYform attached to the Pooling and Servicing Agreement) and deliver either (i) a Rule 144A Letter, in either case substantially in the form attached to the Agreement, or (ii) a written Opinion of Counsel to the Trustee that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall be an expense of the transferor. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURENo transfer of a Certificate of this Class shall be made unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYacceptable to and in form and substance satisfactory to the Trustee, A NEW YORK CORPORATION to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA or Section 4975 of the Code or any materially similar provisions of applicable Federal, state or local law ("DTCSimilar Law")) or a person acting on behalf of or investing plan assets of any such plan, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. Exhibit B [FORM OF CONVERSION NOTICE] ------------------------- CONVERSION NOTICE To: CELLSTAR CORPORATION The undersigned registered owner which representation letter shall not be an expense of this Note hereby irrevocably exercises the option to convert this NoteTrustee, or (ii) if the portion hereof (which transferee is $1,000 principal amount or an integral multiple thereof) below designatedinsurance company, into shares of Common Stock of the Company in accordance a representation letter that it is purchasing such Certificates with the terms assets of the Indenture referred to in this Note, its general account and directs that the shares issuable purchase and deliverable upon holding of such conversionCertificates are covered under Sections I and III of PTCE 95-60, together with any check or (iii) in payment the case of a Certificate presented for fractional shares and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If shares or any portion of this Note not converted are to be issued registration in the name of an employee benefit plan subject to ERISA, or a plan or arrangement subject to Section 4975 of the Code (or comparable provisions of any subsequent enactments) or a plan subject to Similar Law, or a trustee of any such plan or any other person other than acting on behalf of any such plan or arrangement or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the undersignedTrustee and the Servicer, which Opinion of Counsel shall not be an expense of the Trustee, the undersigned will check Servicer or the appropriate box below and pay all transfer taxes payable with respect thereto. Any amount required to be paid Trust Fund, addressed to the undersigned Trustee, to the effect that the purchase or holding of such Certificate will not constitute or result in a non-exempt prohibited transaction within the meaning of ERISA, Section 4975 of the Code or any Similar Law and will not subject the Trustee or the Servicer to any obligation in addition to those expressly undertaken in this Agreement or to any liability. Reference is hereby made to the further provisions of this Certificate set forth on account of interest accompanies the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this Noteplace. Dated: ------------------ ------------------------ Signature Principal amount This Certificate shall not be entitled to any benefit under the Agreement or be converted (if less than all): -------------------- Signature(s) must be guaranteed valid for any purpose unless manually authenticated by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of Common Stock are to be issued, or Notes to be delivered, other than to and in the name authorized signatory of the registered holderTrustee. ------------------------ Signature Guarantee Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: --------------------- (Name) --------------------- (Street Address) --------------------- (City, State and Zip Code)* * *
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. Trust 2004-Nc5)
Dated. Signed: --------------- ---------------------------------------------- (Sign exactly as your name appears on the front of this NoteSignature(s) Signature Guarantee: ------------------------------------------------------------ NOTICE: Signature must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Bond Registrar which requirements will include membership or participation in the Securities Transfer Agents Medallion Program or such other "signature guarantee program" as may be determined by the Bond Registrar in addition to, or in substitution for, the Securities Transfer Agents Medallion Program, all in accordance with the Securities Exchange Act of 1934, as amended. [FORM OF LEGEND FOR BOOK-ENTRY NOTES] Any Global Note authenticated and delivered hereunder shall bear a legend in substantially the following form: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. Exhibit B [FORM OF CONVERSION NOTICE] ------------------------- CONVERSION NOTICE To: CELLSTAR CORPORATION The undersigned registered owner of this Note hereby irrevocably exercises the option to convert this Note, or the portion hereof (which is $1,000 principal amount or an integral multiple thereof) below designated, into shares of Common Stock of the Company in accordance with the terms of the Indenture referred to in this Note, and directs that the shares issuable and deliverable upon such conversion, together with any check in payment for fractional shares and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If shares or any portion of this Note not converted are to be issued in the name of a person other than the undersigned, the undersigned will check the appropriate box below and pay all transfer taxes payable with respect thereto. Any amount required to be paid to the undersigned on account of interest accompanies this Note. Dated: ------------------ ------------------------ Signature Principal amount to be converted (if less than all): -------------------- Signature(s) must be guaranteed by an eligible guarantor institution (banks, a commercial bank or trust company or a member firm of a major stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 exchange if shares of Common Stock are to be issued, or Notes to be delivered, other than to and or in the name of the registered holder. ------------------------ --------------------------- Signature Guarantee Fill in for registration NOTICE: The above signatures of shares if to be issued, and Notes if to be delivered, other than to and in the holder(s) hereof must correspond with the name as written upon the face of the registered holder: --------------------- Note in every particular without alteration or enlargement or any change whatever. EXHIBIT B FORM OF RESTRICTED COMMON STOCK LEGEND THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (NameTHE "SECURITIES ACT") --------------------- OR ANY STATE SECURITIES LAWS, AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (Street Address1) --------------------- REPRESENTS THAT (CityA) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A ADOPTED UNDER THE SECURITIES ACT) OR (B) IT IS NOT A UNITED STATES PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S ADOPTED UNDER THE SECURITIES ACT; (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY, State and Zip CodeEXCEPT (A) TO THE ISSUER OR A SUBSIDIARY THEREOF; (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A ADOPTED UNDER THE SECURITIES ACT (IF AVAILABLE); (C) TO PERSONS OTHER THAN UNITED STATES PERSONS OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 ADOPTED UNDER THE SECURITIES ACT OR ANOTHER AVAILABLE EXEMPTION UNDER THE SECURITIES ACT (IF AVAILABLE), OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT; AND (3) AGREES THAT IT WILL, PRIOR TO ANY TRANSFER OF THIS SECURITY WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY, FURNISH TO THE TRUSTEE AND THE ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS MAY BE REQUIRED PURSUANT TO THE INDENTURE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "UNITED STATES PERSON" HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. IN ANY CASE THE HOLDER HEREOF WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO THIS SECURITY EXCEPT AS PERMITTED BY THE SECURITIES ACT. EXHIBIT C FORM OF TRANSFER CERTIFICATE FOR TRANSFER OF RESTRICTED COMMON STOCK (Transfers pursuant to Section 2.08(11)(b) of the Supplemental Indenture) [NAME AND ADDRESS OF COMMON STOCK TRANSFER AGENT]
Appears in 1 contract
Samples: Interpublic Group of Companies Inc
Dated. SignedSignature by or on behalf of assignor DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: --------------- ---------------------------------------------- (Sign exactly as your name appears on Distributions shall be made, by wire transfer or otherwise, in immediately available funds to ____________ for the front account of this Note) Signature Guarantee: ------------------------------------------------------------ NOTICE: Signature must _____________, account number _______________, or, if mailed by check, to _____________ ________________________________________________________________. Applicable statements should be guaranteed mailed to _____________. This information is provided by an "eligible guarantor institution" meeting _____________, the requirements of the Bond Registrar which requirements will include membership or participation in the Securities Transfer Agents Medallion Program or such other "signature guarantee program" as may be determined by the Bond Registrar in addition toassignee named above, or in substitution for, the Securities Transfer Agents Medallion Program, all in accordance with the Securities Exchange Act of 1934___________________________________, as amendedits agent. [EXHIBIT A-3 FORM OF LEGEND CLASS P CERTIFICATES CLASS P CERTIFICATE THIS CERTIFICATE IS ENTITLED TO ONLY THOSE DISTRIBUTIONS PROVIDED FOR BOOK-ENTRY NOTES] Any Global Note authenticated and delivered hereunder shall bear a legend in substantially the following form: IN THE AGREEMENT REFERRED TO HEREIN. SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS NOTE CERTIFICATE REPRESENTS THE "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 6.02 OF THE AGREEMENT REFERRED TO HEREIN. FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A GLOBAL NOTE WITHIN RESIDUAL INTEREST IN A "REMIC" AS DEFINED IN THE MEANING AGREEMENT REFERRED TO BELOW, WHICH IS A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INDENTURE HEREINAFTER INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), AND IS NOT TREATED AS INDEBTEDNESS OF THE TRUST REFERRED TO AND BELOW. EACH PURCHASER OF THE INTEREST REPRESENTED BY THIS CERTIFICATE WILL BE REQUIRED TO REPRESENT IN AN AFFIDAVIT THAT IS REGISTERED A "PERMITTED TRANSFEREE" AS DEFINED IN THE NAME OF AGREEMENT REFERRED TO HEREIN. EACH PURCHASER WILL ALSO BE REQUIRED TO REPRESENT IN SUCH AFFIDAVIT THAT IT WILL NOT TRANSFER THIS CERTIFICATE UNLESS IT HAS OBTAINED A DEPOSITORY OR SIMILAR AFFIDAVIT FROM THE PROPOSED TRANSFEREE AND DELIVERS A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS NOTE CERTIFICATE TO THE EFFECT THAT THE TRANSFEREE HAS NO ACTUAL KNOWLEDGE THAT THE PROPOSED TRANSFEREE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN A PERMITTED TRANSFEREE. THE NAME PARTIES TO THE AGREEMENT MAY, WITHOUT THE CONSENT OF THE CERTIFICATEHOLDERS, AMEND THE AGREEMENT TO THE EXTENT NECESSARY OR APPROPRIATE TO MAINTAIN THE QUALIFICATION OF EACH OF REMIC I AND REMIC II AS A PERSON OTHER THAN REMIC UNDER THE DEPOSITORY CODE OR ITS NOMINEE EXCEPT IN TO AVOID OR MINIMIZE THE LIMITED CIRCUMSTANCES DESCRIBED IN RISK OF THE INDENTUREIMPOSITION OF ANY TAX ON EITHER OF REMIC I OR REMIC II PURSUANT TO THE CODE, AND THAT WOULD BE A CLAIM AGAINST EITHER OF REMIC I OR REMIC II AT ANY TIME PRIOR TO THE FINAL REDEMPTION OF THE CERTIFICATES, PROVIDED THAT THE SECURITIES ADMINISTRATOR HAS RECEIVED AN OPINION OF COUNSEL ADDRESSED TO THE SECURITIES ADMINISTRATOR TO THE EFFECT THAT SUCH ACTION IS NECESSARY OR APPROPRIATE TO MAINTAIN SUCH REMIC STATUS OR TO AVOID THE IMPOSITION OF SUCH A TAX. NO TRANSFER OF THIS NOTE CERTIFICATE SHALL BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE PROVIDES EITHER (OTHER THAN I) A TRANSFER CERTIFICATION PURSUANT TO SECTION 6.02(b) OF THE AGREEMENT OR (II) AN OPINION OF COUNSEL PURSUANT TO 6.02(b) OF THE AGREEMENT, SATISFACTORY TO THE SECURITIES ADMINISTRATOR THAT THE PURCHASE AND HOLDING OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTIONS UNDER SECTION 406 OF THE DEPOSITORY EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR BY A NOMINEE SECTION 4975 OF THE DEPOSITORY CODE AND WILL NOT SUBJECT THE TRUSTEE, MASTER SERVICER, THE SECURITIES ADMINISTRATOR, OR THE DEPOSITOR TO THE DEPOSITORY ANY OBLIGATION OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTUREAGREEMENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY Certificate No.: P Cut-off Date: October 1, 2006 First Distribution Date: November 27, 2006 Percentage Interest 100% Latest Possible Maturity Date: October 25, 2036 CUSIP: 07389N ____ Interest Rate: N/A BEAR STEARNS ASSET BACKED SECURITIES TRUST COMPANY2006-SD4 XXSET-BACKED CERTIFICATES, A NEW YORK CORPORATION SERIES 2006-SD4 evidencing a percentage interest in the distributions allocable to the Class of Certificates indicated on the first page of this Certificate with respect to a Trust Fund consisting primarily of a pool of hybrid and adjustable rate mortgage loans (the "DTCMortgage Loans") secured by first or more junior liens on one- to four-family residential properties (the "Trust Assets"). This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Securities Administrator, any Servicer, the Sponsor, Master Servicer, or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor most of the Trust Assets are guaranteed or insured by any governmental agency or instrumentality. This certifies that BEAR, STEARNS SECURITIES CORP. is the registered owner of the Percexxxxx Xnterest evidenced by this Certificate in certain monthly distributions with respect to a Trust Fund consisting of the Mortgage Loans deposited by Bear Stearns Asset Backed Securities I LLC (the "Depositor"). The Xxxxx Xund was created pursuant to a Pooling and Servicing Agreement dated as of October 1, 2006 (the "Agreement") among the Depositor, EMC Mortgage Corporation, as sponsor (the "Sponsor"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFERWells Fargo Bank, EXCHANGEN.A., OR PAYMENTas master servicer and securities admxxxxxrator (in its capacity as the master servicer, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & COthe "Master Servicer" and in its capacity as securities administrator, the "Securities Administrator") and The Bank of New York, as trustee (the "Trustee"). OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & COTo the extent not defined herein, the capitalized terms used herein have the meanings assigned to them in the Agreement. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC)This Certificate is issued under and is subject to the terms, ANY TRANSFERprovisions and conditions of the Agreement, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. Exhibit B [FORM OF CONVERSION NOTICE] ------------------------- CONVERSION NOTICE To: CELLSTAR CORPORATION The undersigned registered owner to which Agreement the Holder of this Note hereby irrevocably exercises Certificate by virtue of the option acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentation and surrender of this Class II-P Certificate at the Corporate Trust Office. No Transfer of this Certificate shall be made unless such Transfer is made pursuant to convert this Notean effective registration statement under the Securities Act and any applicable state securities laws or is exempt from the registration requirements under the Securities Act and such state securities laws. In the event that a Transfer is to be made in reliance upon an exemption from the Securities Act and such laws, in order to assure compliance with the Securities Act and such laws, the Certificateholder desiring to effect such Transfer and such Certificateholder's prospective transferee shall each certify to the Trustee and the Securities Administrator in writing the facts surrounding the Transfer in substantially the forms set forth in the Agreement, as Exhibit E (the "Transferor Certificate") and (x) deliver a letter in substantially the form of either Exhibit F (the "Investment Letter") of the Agreement or Exhibit G (the "Rule 144A Letter") of the Agreement or (y) there shall be delivered to the Trustee and the Securities Administrator an opinion of counsel that such Transfer may be made pursuant to an exemption from the Securities Act, which opinion of counsel shall not be an expense of the Depositor, the Sponsor, the Securities Administrator, the Master Servicer or the portion hereof (which Trustee. The Depositor shall provide to any Holder of this Certificate and any prospective transferee designated by any such Holder, information regarding the related Certificate and the Mortgage Loans and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for Transfer of any such Certificate without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Holder of this Certificate desiring to effect such Transfer shall, and does hereby agree to, indemnify the Trustee, the Depositor, the Sponsor, the Securities Administrator and the Master Servicer against any liability that may result if the Transfer is $1,000 principal amount not so exempt or an integral multiple thereof) below designated, into shares of Common Stock of the Company is not made in accordance with such federal and state laws. Each Holder of this Certificate will be deemed to have agreed to be bound by the terms restrictions of Section 6.02 of the Indenture referred Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this NoteCertificate must be a Permitted Transferee, (ii) no Ownership Interest in this Certificate may be transferred without delivery to the Trustee and directs the Securities Administrator of a Transfer Affidavit of the proposed transferee in the form described in the Agreement, (iii) each person holding or acquiring an Ownership Interest in this Certificate must agree not to transfer an Ownership Interest in this Certificate if it has actual knowledge that the shares issuable proposed transferee is not a Permitted Transferee and deliverable upon (iv) any attempted or purported transfer of any Ownership Interest in this Certificate in violation of such conversion, together with any check restrictions will be absolutely null and void and will vest no rights in payment for fractional shares and any Notes representing any unconverted principal amount the purported transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be issued and delivered entitled to any benefit under the registered holder hereof Agreement or be valid for any purpose unless a different name the certificate of authentication hereon has been indicated below. If shares or any portion of this Note not converted are to be issued in the name of a person other than the undersigned, the undersigned will check the appropriate box below and pay all transfer taxes payable with respect thereto. Any amount required to be paid to the undersigned on account of interest accompanies this Note. Dated: ------------------ ------------------------ Signature Principal amount to be converted (if less than all): -------------------- Signature(s) must be guaranteed manually executed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of Common Stock are to be issued, or Notes to be delivered, other than to and in the name authorized officer of the registered holderCertificate Registrar. ------------------------ Signature Guarantee Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: --------------------- (Name) --------------------- (Street Address) --------------------- (City, State and Zip Code)* * *
Appears in 1 contract
Samples: Custodial Agreement (Bear Stearns Asset Backed Securities Trust 2006-Sd4)
Dated. SignedSignature by or on behalf of assignor ------------------------------------------- Signature Guaranteed DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: --------------- ---------------------------------------------- (Sign exactly as your name appears on Distributions shall be made, by wire transfer or otherwise, in immediately available funds to ____________________________________ for the front account of this Note) Signature Guarantee: ------------------------------------------------------------ NOTICE: Signature must _______________________________, account number _____________________, or, if mailed by check, to _____________________. Applicable statements should be guaranteed mailed to ____________________ This information is provided by an "eligible guarantor institution" meeting _________________, the requirements of the Bond Registrar which requirements will include membership or participation in the Securities Transfer Agents Medallion Program or such other "signature guarantee program" as may be determined by the Bond Registrar in addition toassignee named above, or in substitution for, the Securities Transfer Agents Medallion Program, all in accordance with the Securities Exchange Act of 1934____________________________, as amendedits agent. [EXHIBIT A-4 ----------- FORM OF LEGEND CLASS X CERTIFICATE SOLELY FOR BOOK-ENTRY NOTES] Any Global Note authenticated and delivered hereunder shall bear a legend in substantially the following form: U.S. FEDERAL INCOME TAX PURPOSES, THIS NOTE CERTIFICATE IS A GLOBAL NOTE WITHIN THE MEANING "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT", AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN INTERNAL REVENUE CODE OF 1986 (THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY"CODE"). THIS NOTE CERTIFICATE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN SUBORDINATE TO THE NAME OF CLASS A PERSON OTHER THAN CERTIFICATES, THE DEPOSITORY OR ITS NOMINEE EXCEPT IN CLASS M CERTIFICATES AND THE LIMITED CIRCUMSTANCES CLASS B CERTIFICATES TO THE EXTENT DESCRIBED IN THE INDENTUREPOOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT. NO TRANSFER OF THIS NOTE CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (OTHER THAN EACH A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY "PLAN") SUBJECT TO THE DEPOSITORY EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE LIMITED CIRCUMSTANCES PROCEDURES DESCRIBED HEREIN. Series 2001-HE3, Class X Aggregate Certificate Principal Balance of the Class X Certificates as of the Issue Date: Pass-Through Rate: Denomination: $______________ Date of Pooling and Servicing Agreement: September 1, 2001. Servicer: Option One Mortgage Corporation First Distribution Date: Trustee: Wells Fargo Bank Minesota, N.A. October 15, 2001 Issue Date: September 27, 2001 No. ___ CUSIP: _______________ DISTRIBUTIONS IN REDUCTION OF THE INDENTURE. UNLESS CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE IS PRESENTED MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE. ASSET BACKED PASS THROUGH CERTIFICATE evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund") consisting primarily of a pool of conventional one- to four-family fixed-rate and adjustable-rate first lien mortgage loans (the "Mortgage Loans") formed and sold by ASSET BACKED SECURITIES CORPORATION THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ASSET BACKED SECURITIES CORPORATION, THE SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY AN AUTHORIZED REPRESENTATIVE ANY AGENCY OR INSTRUMENTALITY OF THE DEPOSITORY TRUST COMPANYUNITED STATES. This certifies that ________________ is the registered owner of a Percentage Interest (obtained by dividing the denomination of this Certificate by the aggregate Certificate Principal Balance of the Class X Certificates as of the Issue Date) in that certain beneficial ownership interest evidenced by all the Class X Certificates created pursuant to a Pooling and Servicing Agreement, A NEW YORK CORPORATION dated as specified above (the "DTCAgreement"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC among Asset Backed Securities Corporation (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTChereinafter called the "Depositor," which term includes any successor entity under the Agreement), ANY TRANSFERthe Servicer, PLEDGEand the Trustee, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOFa summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, CEDE & CO.the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, HAS AN INTEREST HEREIN. Exhibit B [FORM OF CONVERSION NOTICE] ------------------------- CONVERSION NOTICE To: CELLSTAR CORPORATION The undersigned registered owner provisions and conditions of the Agreement, to which Agreement the Holder of this Note hereby irrevocably exercises the option to convert this Note, or the portion hereof (which is $1,000 principal amount or an integral multiple thereof) below designated, into shares of Common Stock Certificate by virtue of the Company in accordance with acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Indenture referred Agreement, distributions will be made on the 15th day of each month or, if such 15th day is not a Business Day, the Business Day immediately following (a "Distribution Date"), commencing on the First Distribution Date specified above, to the Person in whose name this NoteCertificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class X Certificates on such Distribution Date pursuant to the Agreement. All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by or on behalf of the Trustee by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Trustee in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date, or otherwise by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trustee for that purpose as provided in the Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Asset Backed Pass Through Certificates of the Series specified on the face hereof (herein called the "Certificates") and representing a Percentage Interest in the Class of Certificates specified on the face hereof equal to the denomination specified on the face hereof divided by the aggregate Certificate Principal Balance of the Class of Certificates specified on the face hereof. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans. The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Servicer, the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicer and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Trustee as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and directs thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No transfer of this Certificate shall be made unless the transfer is made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "1933 Act"), and an effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. In the shares issuable event that such a transfer of this Certificate is to be made without registration or qualification, the Trustee and deliverable the Certificate Registrar shall require receipt of (i) if such transfer is purportedly being made in reliance upon Rule 144A under the 1933 Act, written certifications from the Holder of the Certificate desiring to effect the transfer, and from such conversionHolder's prospective transferee, substantially in the forms attached to the Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel satisfactory to it that such transfer may be made without such registration or qualification (which Opinion of Counsel shall not be an expense of the Trust Fund or of the Depositor, the Trustee or the Servicer in their respective capacities as such), together with copies of the written certification(s) of the Holder of the Certificate desiring to effect the transfer and/or such Holder's prospective transferee upon which such Opinion of Counsel is based. Neither the Depositor, the Certificate Registrar or the Trustee is obligated to register or qualify the Class of Certificates specified on the face hereof under the 1933 Act or any check other securities law or to take any action not otherwise required under the Agreement to permit the transfer of such Certificates without registration or qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to indemnify the Trustee, the Depositor, the Certificate Registrar and the Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any Person using "Plan Assets" to acquire this Certificate shall be made except in accordance with Section 5.02(c) of the Agreement. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment for fractional shares of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The Depositor, the Servicer, the Trustee and the Certificate Registrar and any Notes representing agent of the Depositor, the Servicer, the 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 Depositor, the Servicer, the Trustee, the Certificate Registrar nor any unconverted principal amount hereof, such agent shall be issued and delivered affected by notice to the registered holder hereof unless a different name has been indicated belowcontrary. If shares The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by or any portion on behalf of this Note not converted are to be issued in the name of a person other than the undersigned, the undersigned will check the appropriate box below Trustee and pay all transfer taxes payable with respect thereto. Any amount required to be paid to them pursuant to the undersigned on account Agreement following the earlier of interest accompanies this Note(i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund, and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all the Mortgage Loans and all property acquired in respect of such Mortgage Loans. Dated: ------------------ ------------------------ Signature The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all the Mortgage Loans and all property acquired in respect of any Mortgage Loan at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the Certificates; however, such right to purchase is subject to the aggregate Stated Principal amount to be converted (if Balance of the Mortgage Loans and any REO properties owned by the Trust at the time of purchase being less than all): -------------------- Signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares 10% of Common Stock are to be issued, or Notes to be delivered, other than to and the sum of the aggregate Stated Principal Balance of the Mortgage Loans at the Initial Cut-off Date plus the amount on deposit in the name Pre-Funding Account on the Closing Date. Unless the certificate of authentication hereon has been executed by the registered holder. ------------------------ Signature Guarantee Fill in for registration of shares if Certificate Registrar, by manual signature, this Certificate shall not be entitled to be issued, and Notes if to be delivered, other than to and in any benefit under the name of the registered holder: --------------------- (Name) --------------------- (Street Address) --------------------- (City, State and Zip Code)Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Asset Backed Sec Corp Home Equity Loan Trust Series 2001 He3)
Dated. SignedSignature by or on behalf of assignor ------------------------------------- Signature Guaranteed DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: --------------- ---------------------------------------------- (Sign exactly as your name appears on Distributions shall be made, by wire transfer or otherwise, in immediately available funds to ___________________________________________________________, for the front account of this Note) Signature Guarantee: ------------------------------------------------------------ NOTICE: Signature must ___________________________________________________________, account number ___________, or, if mailed by check, to _______________________, Applicable statements should be guaranteed mailed to ____________________________________, ______________________________________________________________________________. This information is provided by an "eligible guarantor institution" meeting ______________________________________________, the requirements of the Bond Registrar which requirements will include membership or participation in the Securities Transfer Agents Medallion Program or such other "signature guarantee program" as may be determined by the Bond Registrar in addition toassignee named above, or in substitution for, the Securities Transfer Agents Medallion Program, all in accordance with the Securities Exchange Act of 1934_________________________________________________, as amendedits agent. [XXXXXXX X-0 FORM OF LEGEND FOR BOOK-ENTRY NOTES] Any Global Note authenticated and delivered hereunder shall bear a legend in substantially the following form: CLASS P CERTIFICATE THIS NOTE CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE TRUSTEE, THE MASTER SERVICER OR THE SECURITIES ADMINISTRATOR OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED OR INSURED BY THE DEPOSITOR, THE TRUSTEE, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR OR BY ANY OF THEIR AFFILIATES OR BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY. THIS CLASS P CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS A GLOBAL NOTE WITHIN SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT OR UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE MEANING OF CERTIFICATE REGISTRATION PROVISIONS IN THE INDENTURE HEREINAFTER AGREEMENT REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTUREHEREIN. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), COMPANY TO THE COMPANY DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE XXXXXXX LYNCH, PIERCE, XXXXXX & CO. XXXXX INCORPORATED OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE XXXXXXX LYNCH, PIERCE, XXXXXX & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC)XXXXX INCORPORATED, ANY TRANSFER, PLEDGE, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS SINCE THE REGISTERED OWNER HEREOF, CEDE XXXXXXX LYNCH, PIERCE, XXXXXX & CO.XXXXX INCORPORATED, HAS AN INTEREST HEREIN. Exhibit B NO TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED UNLESS THE PROSPECTIVE TRANSFEREE PROVIDES THE TRUSTEE, THE SECURITIES ADMINISTRATOR AND THE DEPOSITOR WITH (A) A REPRESENTATION THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), A PLAN SUBJECT TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO ANY STATE, LOCAL, FEDERAL, NON-U.S. OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE ("SIMILAR LAW"), AND IS NOT DIRECTLY OR INDIRECTLY ACQUIRING THIS CERTIFICATE FOR, ON BEHALF OF, OR WITH ANY ASSETS OF ANY SUCH PLAN, (B) IF THE CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING, A REPRESENTATION THAT SUCH TRANSFEREE IS AN INSURANCE COMPANY THAT IS ACQUIRING THE CERTIFICATE WITH ASSETS OF AN "INSURANCE COMPANY GENERAL ACCOUNT" AS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60 AND THE ACQUISITION AND HOLDING OF THE CERTIFICATE ARE COVERED AND EXEMPT UNDER SECTIONS I AND III OF PTCE 95-60 OR (C) SOLELY IN THE CASE OF A DEFINITIVE CERTIFICATE, AN OPINION OF COUNSEL SATISFACTORY TO THE SECURITIES ADMINISTRATOR, AND UPON WHICH THE SECURITIES ADMINISTRATOR SHALL BE ENTITLED TO RELY, TO THE EFFECT THAT THE ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY THE PROSPECTIVE TRANSFEREE WILL NOT CONSTITUTE OR RESULT IN A NONEXEMPT PROHIBITED TRANSACTION UNDER ERISA OR THE CODE OR A VIOLATION OF SIMILAR LAW AND WILL NOT SUBJECT THE TRUSTEE, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR OR THE DEPOSITOR TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN BY SUCH ENTITIES IN THE AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUSTEE, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR OR THE DEPOSITOR. CLASS P CERTIFICATE Number: [FORM ___________] Percentage Interest: 100% Cut-off Date: July 1, 2007 First Distribution Date: August 27, 2007 CUSIP: [_____________] MORTGAGE PASS-THROUGH CERTIFICATE MLMBS SERIES 2007-3 evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund") consisting primarily of three pools of conventional, one to four family, fixed-rate, fully-amortizing mortgage loans secured by first liens on residential property (the "Mortgage Loans") formed and sold by XXXXXXX XXXXX MORTGAGE INVESTORS, INC. THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF CONVERSION NOTICE] ------------------------- CONVERSION NOTICE To: CELLSTAR OR INTEREST IN XXXXXXX XXXXX MORTGAGE INVESTORS, INC., THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES. This certifies that XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED as NOMINEE for XXXXXXX XXXXX FUNDING CORPORATION The undersigned is the registered owner of the Percentage Interest indicated on this Note hereby irrevocably exercises Certificate in that certain beneficial ownership interest evidenced by all the option Class P Certificates in the Trust Fund created pursuant to convert a Pooling and Servicing Agreement, dated as specified above (the "Agreement"), among Xxxxxxx Xxxxx Mortgage Investors, Inc., as depositor (hereinafter called the "Depositor," which term includes any successor entity under the Agreement), Xxxxx Fargo Bank, N.A., as master servicer (in such capacity, the "Master Servicer") and securities administrator (in such capacity, the "Securities Administrator"), and HSBC Bank USA, National Association, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this NoteCertificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, distributions will be made on each Distribution Date commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the Record Date, in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class P Certificates on such Distribution Date pursuant to the Agreement. All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by the Securities Administrator by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Securities Administrator in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date and is the registered owner of Class P Certificates, or otherwise by check mailed by first class mail to the portion address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Securities Administrator of the pendency of such distribution and only upon the presentation and surrender of this Certificate at the office or agency appointed by the Securities Administrator for that purpose as provided in the Agreement. If any Book-Entry Certificate (or any interest therein) is acquired or held in violation of the Certificate transfer restrictions in the Agreement, then the last preceding Transferee that is in compliance with such provisions shall be restored, to the extent permitted by law, to all rights and obligations as Certificate Owner thereof retroactive to the date of such Transfer of such Certificate. Neither the Trustee nor the Securities Administrator shall be under any liability to any Person for making any payments due on such Certificate to such preceding Transferee. Any purported Certificate Owner whose acquisition or holding of any Book-Entry Certificate (or interest therein) was effected in violation of the certificate transfer restrictions in the Agreement shall indemnify and hold harmless the Depositor, the Trustee, the Securities Administrator, the Master Servicer and the Trust Fund from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding. This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates of the Series specified on the face hereof (which is $1,000 principal amount or an integral multiple thereofherein called the "Certificates") below designatedand representing the Percentage Interest in the Class of Certificates specified on the face hereof. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, into shares of Common Stock all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Master Servicer Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Holders of the Company Certificates, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans. The Agreement may be amended pursuant to the terms thereof. As provided in the Agreement and subject to certain limitations set forth therein, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Securities Administrator as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Securities Administrator 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 the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations set forth therein, Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The Depositor, the Securities Administrator, the Master Servicer, the Trustee and the Certificate Registrar and any agent of the Depositor, the Securities Administrator, the Master Servicer, the 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 Depositor, the Securities Administrator, the Master Servicer, the Trustee, the Certificate Registrar nor any such agent shall be affected by notice to the contrary. This certificate shall be governed by and construed in accordance with the terms laws of the Indenture referred to in this Note, state of New York. The obligations created by the Agreement and directs that the shares issuable and deliverable Trust Fund created thereby shall terminate upon such conversion, together with any check in payment (or provision for fractional shares and any Notes representing any unconverted principal amount hereof, be issued and delivered payment) to the registered holder hereof unless a different name has been indicated below. If shares or any portion Holders of this Note not converted are to be issued in the name Certificates of a person other than all amounts held by the undersigned, the undersigned will check the appropriate box below Securities Administrator and pay all transfer taxes payable with respect thereto. Any amount required to be paid to the undersigned on account of interest accompanies this Note. Dated: ------------------ ------------------------ Signature Principal amount to be converted (if less than all): -------------------- Signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program them pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares the Agreement following the earlier of Common Stock are (i) the Distribution Date on which the Certificate Principal Balance of each Class of Certificates has been reduced to be issuedzero, (ii) the final payment (or Notes to be delivered, any advance with respect thereto) on or other than to and liquidation of the last Mortgage Loan remaining in the name Trust Fund and (iii) the Optional Termination of the registered holder. ------------------------ Signature Guarantee Fill in for registration of shares if trust fund according to be issued, and Notes if to be delivered, other than to and the procedures described in the name Agreement. The recitals contained herein shall be taken as statements of the registered holder: --------------------- (Name) --------------------- (Street Address) --------------------- (CityDepositor and the Securities Administrator assumes no responsibility for their correctness. Unless the certificate of authentication hereon has been executed by the Certificate Registrar, State and Zip Code)by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Backed Securities Trust, Series 2007-3)
Dated. SignedMedallion: --------------- ---------------------------------------------- (Sign exactly as your name appears on the front of this Note) Signature Guarantee: ------------------------------------------------------------ --------------------------------*/ ----------------------- */ NOTICE: Signature The signature to this assignment must correspond with the name of the registered owner as it appears upon the face of the within Class A Certificate in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Bond Registrar Trustee, which requirements will include membership or participation in the Securities Transfer Agents Medallion Program STAMP or such other "signature guarantee program" as may be determined by the Bond Registrar Trustee in addition to, or in substitution for, the Securities Transfer Agents Medallion ProgramSTAMP, all in accordance with the Securities Exchange Act of 1934, as amended. [EXHIBIT B FORM OF LEGEND FOR BOOK-ENTRY NOTES] Any Global Note authenticated and delivered hereunder shall bear a legend in substantially the following form: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. CLASS B CERTIFICATE [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] THIS CERTIFICATE MAY NOT BE DIRECTLY OR INDIRECTLY SOLD OR TRANSFERRED TO, OR PURCHASED OR ACQUIRED BY, OR ON BEHALF OF (1) ANY EMPLOYEE BENEFIT PLAN, RETIREMENT ARRANGEMENT, INDIVIDUAL RETIREMENT ACCOUNT OR KEOGH PLAN WHICH IS SUBJECT TO EITHER TITLE I OF THE EXXXXXEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (EACH, A "PLAN"), OR (2) ANY ENTITY WHOSE SOURCE OF FUNDS TO BE USED FOR THE PURCHASE OF THIS CLASS B CERTIFICATE INCLUDES THE ASSETS OF ANY SUCH PLAN, OTHER THAN AN "INSURANCE COMPANY GENERAL ACCOUNT" AS DEFINED IN, AND WHICH COMPLIES WITH THE PROVISIONS OF, PROHIBITED TRANSACTION EXEMPTION 95-60. Exhibit B [FORM DISTRIBUTIONS IN REDUCTION OF CONVERSION NOTICE] ------------------------- CONVERSION NOTICE To: CELLSTAR CORPORATION The undersigned THE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE MADE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT BALANCE ON THE FACE HEREOF. NUMBER B- $_______________ (of CUSIP NO. ____________ $___________ issued) BARNETT AUTO TRUST 199_-_ CLASS X ____% ASSET BACKED CERTIFICATE evidencing a fractional undivided interest in the Trust, as defined below, the property of which includes a pool of motor vehicle retail installment sale contracts secured by new or used automobiles, vans or light duty trucks. (This Certificate does not represent an interest in or obligation of Barnett Auto Receivables Corp., Barnett Dealer Financixx Xxxxices, Inc., the Trustee ox xxx xf their respective affiliates, except to the extent described below.) THIS CERTIFIES THAT _________________ is the registered owner of this Note hereby irrevocably exercises a $____________________ nonassessable, fully-paid, fractional undivided interest in Barnett Auto Trust 199__ (the option to convert this Note"Trust") formed pursuant xx xxx Pooling and Servicing Agreement (the "Agreement") dated as of ________________ _______ __, or 199_ among Barnett Auto Receivables Corp., as depositor (the portion hereof "Depxxxxxx"), Barnett Dealer Financial Services, Inc., as servicer (xxx "Xxrvicer") and sponsor (the "Sponsor") and ______________, a ___________, as Trustee and Collateral Agent, a summary of certain of the pertinent provisions of which is $1,000 principal amount or an integral multiple thereof) below designatedset forth below. To the extent not otherwise defined herein, into shares of Common Stock the capitalized terms used herein have the meanings assigned to them in the Agreement. This Certificate is one of the Company duly authorized Certificates, designated as the Class B ____% Asset Backed Certificates (herein called the "Class B Certificates"), issued under the Agreement. Also issued under the Agreement areCertificates designated as the Class A ____% Asset Backed Certificates (the "Class A Certificates"). The Class A Certificates and the Class B Certificates are hereinafter collectively called the "Certificates." The aggregate beneficial ownership interests in accordance with the terms Trust evidenced by all Class B Certificates is ___%. This Class B Certificate is issued under and is subject to the terms, provisions and conditions of the Indenture referred Agreement to in this Notewhich Agreement reference is hereby made for a statement of the respective rights and obligations thereunder of the Depositor, the Sponsor, the Servicer, the Trustee and directs that Holders of the shares issuable Class B Certificates. The property of the Trust includes a pool of simple interest motor vehicle retail installment sale contracts and deliverable upon such conversionother motor vehicle retail installment Chattel paper for new or used automobiles (including passenger cars, together minivans, sport/utility vehicles or light trucks) (collectively, the "Receivables"), all monies received under the Receivables on or after the Cutoff Date and, with any check in payment for fractional shares and any Notes representing any unconverted principal amount hereofrespect to Receivables which are Actuarial Receivables, be issued and delivered all monies received thereon prior to the registered holder hereof unless a different name has been indicated below. If shares Cutoff Date that are due on or any portion of this Note not converted are to be issued after the Cutoff Date, security interests in the name of a person other than the undersignedvehicles financed thereby, certain bank accounts, the undersigned rights to proceeds from certain insurance proceeds, the rights of the Trust under the Agreement, the right to receive certain payments from funds deposited in the Reserve Fund and all proceeds of the foregoing. Under the Agreement, there will check be distributed on the appropriate box below and pay all transfer taxes payable with respect thereto. Any amount required to be paid 15th day of each month or, if such 15th day is not a Business Day, the next Business Day (each, a "Distribution Date"), commencing on _____________, to the undersigned Person in whose name this Certificate is registered at the close of business on account the last day of the calendar month preceding such Distribution Date (the "Record Date"), such Certificateholder's fractional undivided interest accompanies this Note. Dated: ------------------ ------------------------ Signature Principal in the amount to be converted distributed to Certificateholders on such Distribution Date. It is the intent of the Sponsor, the Depositor, the Trustee and the Certificateholders that the Trust be classified (if less for Federal tax purposes) as a grantor trust under Subpart E, Part I of Subchapter J of the Code of which the Class B Certificateholders are owners, rather than all): -------------------- Signature(s) must as an association taxable as a corporation. The Depositor, the Servicer and the Certificateholders, by acceptance of a Class B Certificate, agree to treat, and to take no action inconsistent with the treatment of, the Certificates for such tax purposes as interests in a grantor trust. Distributions on this Certificate will be guaranteed made as provided in the Agreement by an eligible guarantor institution (banksthe Trustee by check mailed or wire to the Certificateholder of record in the Certificate Register without the presentation or surrender of this Certificate or the making of any notation hereon, stock brokers, savings and loan associations and credit unions) except that with membership in an approved signature guarantee medallion program pursuant respect to Securities and Exchange Commission Rule 17Ad-15 if shares of Common Stock are to be issued, or Notes to be delivered, other than to and Certificates registered on the Record Date in the name of the registered holder. ------------------------ Signature Guarantee Fill in for registration nominee of shares if the Clearing Agency (initially, such nominee to be issuedCede & Co.), and Notes if payments will be made by wire transfer in immediately available funds to be delivered, other than to and the account designated by such nominee. Except as otherwise provided in the name Agreement and notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Trustee of the registered holder: --------------------- (Name) --------------------- (Street Address) --------------------- (Citypendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency maintained for that purpose by the Trustee in the Borough of Manhattan, State and Zip Code)the City of New York. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon shall have been executed by an authorized officer of the Trustee, by manual signature, this Certificate shall not entitle the Holder hereof to any benefit under the Agreement or be valid for any purpose. THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Barnett Auto Receivables Corp)
Dated. Signed: --------------- ---------------------------------------------- (Sign exactly as your name appears on the front of this Note) 19-- ---------------------------- Signature Signature Guarantee: ------------------------------------------------------------ NOTICE: Signature Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements a member firm of a registered national securities exchange, a member of the Bond Registrar which requirements will include membership National Association of Securities Dealers, Inc., or participation a commercial bank or trust company having an office or correspondent in the Securities Transfer Agents Medallion Program City of New York. -------------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or such other "signature guarantee program" an Affiliate or Associate thereof (as may be determined by defined in the Bond Registrar in addition to, or in substitution for, the Securities Transfer Agents Medallion Program, all in accordance with the Securities Exchange Act Rights Agreement). ---------------------------- Signature -------------------------------------------------------------------------------- -5- [Form of 1934, as amended. [Reverse Side of Right Certificate -- continued] FORM OF LEGEND FOR BOOK-ENTRY NOTES] Any Global Note authenticated and delivered hereunder shall bear a legend in substantially ELECTION TO PURCHASE (To be executed if holder desires to exercise the following form: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORYRight Certificate.) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. Exhibit B [FORM OF CONVERSION NOTICE] ------------------------- CONVERSION NOTICE To: CELLSTAR CORPORATION DIME COMMUNITY BANCORP, INC. The undersigned registered owner of this Note hereby irrevocably exercises elects to exercise _______ Rights represented by this Right Certificate to purchase the option to convert this Note, or interests in Preferred Shares issuable upon the portion hereof (which is $1,000 principal amount or an integral multiple thereof) below designated, into shares exercise of Common Stock of the Company such Rights and requests that certificates for such interests in accordance with the terms of the Indenture referred to in this Note, and directs that the shares issuable and deliverable upon such conversion, together with any check in payment for fractional shares and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If shares or any portion of this Note not converted are to Preferred Shares be issued in the name of: ---------------------------- ---------------------------- ---------------------------- (Please print name and address) ---------------------------- (Please insert social security or other taxpayer identification number) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a person new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: ---------------------------- ---------------------------- ---------------------------- (Please print name and address) ---------------------------- (Please insert social security or other than the undersigned, the undersigned will check the appropriate box below and pay all transfer taxes payable with respect thereto. Any amount required to be paid to the undersigned on account of interest accompanies this Note. taxpayer identification number) Dated: ------------------ ------------------------ ______________________, 19 ---------------------------- Signature Principal amount to be converted (if less than all): -------------------- Signature(s) Signature Guarantee: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an eligible guarantor institution office or correspondent in the City of New York. [Form of Reverse Side of Right Certificate -- continued] The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (banksas defined in the Rights Agreement). ---------------------------- Signature -------------------------------------------------------------------------------- NOTICE The signature in the foregoing Forms of Assignment and Election must conform to the name as written upon the face of this Right Certificate in every particular, stock brokerswithout alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, savings as the case may be, is not completed, the Corporation and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares the Rights Agent will deem the beneficial owner of Common Stock are the Rights evidenced by this Right Certificate to be issued, an Acquiring Person or Notes to be delivered, other than to and an Affiliate or Associate thereof (as defined in the name of the registered holder. ------------------------ Signature Guarantee Fill in for registration of shares if to be issuedRights Agreement), and Notes if such Assignment or Election to Purchase will not be delivered, other than to and in the name of the registered holder: --------------------- (Name) --------------------- (Street Address) --------------------- (City, State and Zip Code)honored. EXHIBIT C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES OR COMMON STOCK ANY RIGHTS BENEFICIALLY OWNED BY OR TRANSFERRED TO AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF OR ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME VOID AND WILL NO LONGER BE TRANSFERABLE.
Appears in 1 contract
Dated. Signed: --------------- ---------------------------------------------- (Sign exactly as your name appears on PLEASE SIGN NAME AS IT APPEARS ON THE FRONT OF THE CERTIFICATE) ----------------------------- Signature Guaranteed THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER. THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS, AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. Exhibit B No. WC_____ VOID AFTER December 31, 2005 WARRANTS CLASS C REDEEMABLE WARRANT CERTIFICATE TO PURCHASE ONE SHARE OF COMMON STOCK ISONICS CORPORATION CUSIP # _________________ THIS CERTIFIES THAT, FOR VALUE RECEIVED ___________________________ or its registered assigns (the front of this Note"Registered Holder") Signature Guarantee: ------------------------------------------------------------ NOTICE: Signature must be guaranteed by an "eligible guarantor institution" meeting is the requirements owner of the Bond Registrar which requirements will include membership or participation number of Class C Redeemable Warrants (the "Warrants") specified above. Each Warrant initially entitles the Registered Holder to purchase, subject to the terms and conditions set forth in this Certificate and the Securities Transfer Agents Medallion Program or such other Warrant Agreement (as hereinafter defined): one fully paid and nonassessable share of Common Stock of Isonics Corporation, a California corporation (the "signature guarantee program" as may be determined by the Bond Registrar in addition to, or in substitution for, the Securities Transfer Agents Medallion Program, all in accordance with the Securities Exchange Act of 1934, as amended. [FORM OF LEGEND FOR BOOK-ENTRY NOTES] Any Global Note authenticated and delivered hereunder shall bear a legend in substantially the following form: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTCCompany"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFERat any time commencing on the date hereof, EXCHANGEand the earlier to occur of the Expiration Date (as hereinafter defined) and the Redemption Date (as hereinafter defined) upon the presentation and surrender of this Warrant Certificate with the Subscription Form on the reverse hereof duly executed, OR PAYMENTat the corporate office of Continental Stock Transfer & Trust Company, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC Inc., as Warrant Agent, or its successor (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTCthe "Warrant Agent"), ANY TRANSFERaccompanied by payment of $2.50 per share, PLEDGEsubject to adjustment (the "Exercise Price"), OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOFin lawful money of the United States of America in cash or by check made payable to the Warrant Agent for the account of the Company. This Warrant Certificate and each Warrant represented hereby are issued pursuant to and are subject in all respects to the terms and conditions set forth in the Warrant Agreement (the "Warrant Agreement"), CEDE & CO.dated December 12, HAS AN INTEREST HEREIN2000, amending and restating that warrant agreement dated June 1, 2000, by and between the Company and the Warrant Agent. Exhibit B [FORM OF CONVERSION NOTICE] ------------------------- CONVERSION NOTICE To: CELLSTAR CORPORATION The undersigned registered owner In the event of this Note hereby irrevocably exercises certain contingencies provided for in the option to convert this NoteWarrant Agreement, or the portion hereof (which is $1,000 principal amount or an integral multiple thereof) below designated, into Exercise Price and the number of shares of Common Stock subject to purchase upon the exercise of each Warrant represented hereby are subject to modification or adjustment. Each Warrant represented hereby is exercisable at the option of the Company in accordance with Registered Holder, but no fractional interests will be issued. In the terms case of the Indenture referred to in this Note, and directs that exercise of less than all the shares issuable and deliverable upon such conversion, together with any check in payment for fractional shares and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If shares or any portion of this Note not converted are to be issued in the name of a person other than the undersignedWarrants represented hereby, the undersigned will check Company shall cancel this Warrant Certificate upon the appropriate box below surrender hereof and pay all transfer taxes payable with respect thereto. Any amount required to be paid to shall execute and deliver a new Warrant Certificate or Warrant Certificates of like tenor, which the undersigned on account Warrant Agent shall countersign, for the balance of interest accompanies this Note. Dated: ------------------ ------------------------ Signature Principal amount to be converted (if less than all): -------------------- Signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of Common Stock are to be issued, or Notes to be delivered, other than to and in the name of the registered holder. ------------------------ Signature Guarantee Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: --------------------- (Name) --------------------- (Street Address) --------------------- (City, State and Zip Code)such Warrants.
Appears in 1 contract
Samples: Warrant Agreement (Isonics Corp)
Dated. Signed: --------------- ---------------------------------------------- (Sign exactly as your name appears on PLEASE SIGN NAME AS IT APPEARS ON THE FRONT OF THE CERTIFICATE) ----------------------------- Signature Guaranteed THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER. THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. Exhibit B No. WC______ VOID AFTER _________, 2001 WARRANTS CLASS C REDEEMABLE WARRANT CERTIFICATE TO PURCHASE ONE SHARE OF COMMON STOCK ISONICS CORPORATION CUSIP # _________________ THIS CERTIFIES THAT, FOR VALUE RECEIVED ___________________________ or its registered assigns (the front of this Note"Registered Holder") Signature Guarantee: ------------------------------------------------------------ NOTICE: Signature must be guaranteed by an "eligible guarantor institution" meeting is the requirements owner of the Bond Registrar which requirements will include membership or participation number of Class C Redeemable Warrants (the "Warrants") specified above. Each Warrant initially entitles the Registered Holder to purchase, subject to the terms and conditions set forth in this Certificate and the Securities Transfer Agents Medallion Program or such other Warrant Agreement (as hereinafter defined): one fully paid and nonassessable share of Common Stock of Isonics Corporation, a California corporation (the "signature guarantee program" as may be determined by the Bond Registrar in addition to, or in substitution for, the Securities Transfer Agents Medallion Program, all in accordance with the Securities Exchange Act of 1934, as amended. [FORM OF LEGEND FOR BOOK-ENTRY NOTES] Any Global Note authenticated and delivered hereunder shall bear a legend in substantially the following form: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTCCompany"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFERat any time commencing on the date hereof, EXCHANGEand the earlier to occur of the Expiration Date (as hereinafter defined) and the Redemption Date (as hereinafter defined) upon the presentation and surrender of this Warrant Certificate with the Subscription Form on the reverse hereof duly executed, OR PAYMENTat the corporate office of Continental Stock Transfer & Trust Company, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC as Warrant Agent, or its successor (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTCthe "Warrant Agent"), ANY TRANSFERaccompanied by payment of $_______ per share, PLEDGEsubject to adjustment (the "Exercise Price"), OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOFin lawful money of the United States of America in cash or by check made payable to the Warrant Agent for the account of the Company. This Warrant Certificate and each Warrant represented hereby are issued pursuant to and are subject in all respects to the terms and conditions set forth in the Warrant Agreement (the "Warrant Agreement"), CEDE & CO.dated ________, HAS AN INTEREST HEREIN2000, by and between the Company and the Warrant Agent. Exhibit B [FORM OF CONVERSION NOTICE] ------------------------- CONVERSION NOTICE To: CELLSTAR CORPORATION The undersigned registered owner In the event of this Note hereby irrevocably exercises certain contingencies provided for in the option to convert this NoteWarrant Agreement, or the portion hereof (which is $1,000 principal amount or an integral multiple thereof) below designated, into Exercise Price and the number of shares of Common Stock subject to purchase upon the exercise of each Warrant represented hereby are subject to modification or adjustment. Each Warrant represented hereby is exercisable at the option of the Company in accordance with Registered Holder, but no fractional interests will be issued. In the terms case of the Indenture referred to in this Note, and directs that exercise of less than all the shares issuable and deliverable upon such conversion, together with any check in payment for fractional shares and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If shares or any portion of this Note not converted are to be issued in the name of a person other than the undersignedWarrants represented hereby, the undersigned will check Company shall cancel this Warrant Certificate upon the appropriate box below surrender hereof and pay all transfer taxes payable with respect thereto. Any amount required to be paid to shall execute and deliver a new Warrant Certificate or Warrant Certificates of like tenor, which the undersigned on account Warrant Agent shall countersign, for the balance of interest accompanies this Note. Dated: ------------------ ------------------------ Signature Principal amount to be converted (if less than all): -------------------- Signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares of Common Stock are to be issued, or Notes to be delivered, other than to and in the name of the registered holder. ------------------------ Signature Guarantee Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder: --------------------- (Name) --------------------- (Street Address) --------------------- (City, State and Zip Code)such Warrants.
Appears in 1 contract
Samples: Warrant Agreement (Isonics Corp)
Dated. SignedSignature by or on behalf of assignor ------------------------------------- Signature Guaranteed DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: --------------- ---------------------------------------------- (Sign exactly as your name appears on Distributions shall be made, by wire transfer or otherwise, in immediately available funds to _________________________________________________ ________________________________________________________________________________ for the front account of this Note) Signature Guarantee: ------------------------------------------------------------ NOTICE: Signature must _________________________, account number __________________, or, if mailed by check, to ____________________________________________________. Applicable statements should be guaranteed mailed to ______________________________________ This information is provided by an "eligible guarantor institution" meeting _______________________________________________, the requirements of the Bond Registrar which requirements will include membership or participation in the Securities Transfer Agents Medallion Program or such other "signature guarantee program" as may be determined by the Bond Registrar in addition toassignee named above, or in substitution for, the Securities Transfer Agents Medallion Program, all in accordance with the Securities Exchange Act of 1934__________________________________________________, as amendedits agent. EXHIBIT C-3 [FORM OF LEGEND FOR BOOK-ENTRY NOTESCLASS M-2 CERTIFICATE] Any Global Note authenticated and delivered hereunder shall bear a legend in substantially the following form: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. Exhibit B THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A AND CLASS M-1 CERTIFICATES AS DESCRIBED IN THE POOLING AGREEMENT REFERRED TO HEREIN. THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER (A) THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN OR (B) THAT THE TRANSFEREE IS AN INSURANCE COMPANY THAT IS PURCHASING THIS CERTIFICATE WITH FUNDS CONTAINED IN AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 ("PTCE 95-60") AND THE CONDITIONS FOR EXEMPTIVE RELIEF UNDER SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED. EACH PERSON WHO ACQUIRES A BENEFICIAL INTEREST IN THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE PRECEDING SENTENCE. THE POOLING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS BENEFICIAL OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE AND CERTAIN OTHER PROPERTY. XXXXXX XXXXXXX ABS CAPITAL I INC. MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2004-SD2, CLASS M-2 evidencing a beneficial ownership interest in a portion of a Trust Fund consisting primarily of a pool of conventional fixed-rate and adjustable-rate one- to four-family first and second lien mortgage loans formed and sold by XXXXXX XXXXXXX ABS CAPITAL I INC. Series 2004-SD2, Class M-2 Original Class Certificate Principal Balance of the Class M-2 Certificates as of the Closing Date: $9,025,000 Cut-off Date: June 1, 2004 First Distribution Date: June 25, 2004 Initial Certificate Principal Balance: $9,025,000 No. Servicers: Bank of America, N.A., Washington Mutual Bank FA and Wilshire Credit Corporation CUSIP: [FORM _______] Trustee: Deutsche Bank National Trust Company ISIN: [____________] Closing Date: June 4, 2004 DISTRIBUTIONS IN REDUCTION OF CONVERSION NOTICE] ------------------------- CONVERSION NOTICE To: CELLSTAR CORPORATION The undersigned THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE. THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN XXXXXX XXXXXXX ABS CAPITAL I INC., THE CUSTODIAN, THE TRUSTEE, THE SELLER OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES. This certifies that ___________ is the registered owner of a Percentage Interest (obtained by dividing the Initial Certificate Principal Balance of this Note hereby irrevocably exercises Certificate by the option Original Class Certificate Principal Balance of the Class M-2 Certificates) in that certain beneficial ownership interest evidenced by all the Class M-2 Certificates in the Trust Fund created pursuant to convert this Notea Pooling Agreement, or dated as specified above (the portion hereof "Agreement"), among Xxxxxx Xxxxxxx ABS Capital I Inc. (hereinafter called the "Depositor," which term includes any successor entity under the Agreement), the Seller, the Custodian and the Trustee, a summary of certain of the pertinent provisions of which is $1,000 principal amount or an integral multiple thereof) below designatedset forth hereafter. To the extent not defined herein, into shares of Common Stock the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Company in accordance with Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Indenture Agreement, distributions will be made on the 25th calendar day of each month or, if such 25th calendar day is not a Business Day, the Business Day immediately following (a "Distribution Date"), commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered on the Business Day immediately preceding such Distribution Date (the "Record Date"), from funds in the Distribution Account in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Class M-2 Certificates on such Distribution Date pursuant to the Agreement provided, however, that if any Class M-2 Certificate becomes a Definitive Certificate, the Record Date for such Certificate will be the last Business Day of the month immediately preceding the month in which the related Distribution Date occurs. All distributions to the Holder of this Certificate under the Agreement will be made or caused to be made by or on behalf of the Trustee by wire transfer in immediately available funds to the account of the Person entitled thereto if such Person shall have so notified the Certificate Registrar in writing at least five Business Days prior to the Record Date immediately prior to such Distribution Date , or by check mailed by first class mail to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register, provided that the Certificate Registrar may deduct a reasonable wire transfer fee from any payment made by wire transfer. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trustee for that purpose as provided in the Agreement. The Class M-2 Pass-Through Rate on each Distribution Date will be a rate per annum equal to the sum of one month LIBOR plus the Class M-2 Certificate Margin. Interest will accrue on the Class M-2 Certificates during each Interest Accrual Period at a rate equal to the lesser of (i) the Class M-2 Pass-Through Rate and (ii) the WAC Cap for such Distribution Date. This Certificate is one of a duly authorized issue of Certificates designated as Xxxxxx Xxxxxxx ABS Capital I Inc. Mortgage Pass-Through Certificates of the Series specified on the face hereof (herein called the "Certificates") and representing a Percentage Interest in the Class M-2 Certificates. The Class M-2 Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. As provided in the Agreement, withdrawals from the Collection Account and the Distribution Account may be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans. This certificate is subordinated in right of payment to the Class A and Class M-1 Certificates as described in the Pooling Agreement referred to herein. The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Seller, the Custodian, the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Seller, the Custodian and the Trustee with the consent of the Holders of Certificates entitled to the Voting Rights identified in the agreement. Any such consent by the Holder of this NoteCertificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Trustee as provided in the Agreement, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and directs thereupon one or more new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable in fully registered form only without coupons in Classes and denominations representing Percentage Interests specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange of Certificates, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that the shares issuable and deliverable upon such conversion, together may be imposed in connection with any check in payment for fractional shares transfer or exchange of Certificates. The Depositor, the Seller, the Custodian, the Trustee and the Certificate Registrar and any Notes representing agent of the Depositor, the Seller, the Custodian, the 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 Depositor, the Seller, the Custodian, the Trustee, the Certificate Registrar nor any unconverted principal amount hereof, such agent shall be issued and delivered affected by notice to the registered holder hereof unless a different name has been indicated belowcontrary. If shares The obligations created by the Agreement and the Trust Fund created thereby shall terminate upon payment to the Certificateholders of all amounts held by or any portion on behalf of this Note not converted are to be issued in the name of a person other than the undersigned, the undersigned will check the appropriate box below Trustee and pay all transfer taxes payable with respect thereto. Any amount required to be paid to the undersigned on account of interest accompanies this Note. Dated: ------------------ ------------------------ Signature Principal amount to be converted (if less than all): -------------------- Signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program them pursuant to Securities and Exchange Commission Rule 17Ad-15 if shares the Agreement following the earlier of Common Stock are to be issued, (i) the final payment or Notes to be delivered, other than to and liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the name Trust Fund, and (ii) the purchase by the party designated in the Agreement at a price determined as provided in the Agreement from the Trust Fund of all Mortgage Loans and all property acquired in respect of such Mortgage Loans. The Agreement permits, but does not require, the party designated in the Agreement to purchase from the Trust Fund all Mortgage Loans and all property acquired in respect of any Mortgage Loan at a price determined as provided in the Agreement. The exercise of such right will effect early retirement of the registered holder. ------------------------ Signature Guarantee Fill in for registration of shares if Certificates; however, such right to be issued, and Notes if purchase is subject to be delivered, other than to and in the name aggregate Principal Balance of the registered holder: --------------------- (Name) --------------------- (Street Address) --------------------- (CityMortgage Loans at the time of purchase being 10% or less of the Cut-off Date Aggregate Principal Balance. The recitals contained herein shall be taken as statements of the Depositor and the Trustee assumes no responsibility for their correctness. Unless the certificate of authentication hereon has been executed by the Certificate Registrar, State and Zip Code)by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
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Samples: Pooling Agreement (Morgan Stanley ABS Capital I Inc. Trust, Series 2004-Sd2)
