Exchanges of Exchangeable Certificates Sample Clauses

Exchanges of Exchangeable Certificates. (a) At all times, the Class A-S, Class B and Class C Certificates shall represent beneficial ownership interests in the Class A-S Percentage Interest, the Class B Percentage Interest and the Class C Percentage Interest, respectively, in the Class A-S Regular Interest, Class B Regular Interest and Class C Regular Interest, respectively. At all times, the Class PEZ Certificates shall represent beneficial ownership interests in the Class PEZ Components.
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Exchanges of Exchangeable Certificates. (a) At the request of the Holder of Class A-S, Class B and Class C Certificates in the Exchange Proportion, and upon the surrender of such Exchangeable Certificates, the Certificate Administrator, shall exchange such Exchangeable Certificates for Class PEX Certificates with an original aggregate Certificate Principal Balance equal to the original aggregate Certificate Principal Balance of the Class A-S, Class B and Class C Certificates exchanged therefor. At the request of the Holder of Class PEX Certificates, and upon the surrender of such Exchangeable Certificates, the Certificate Administrator, shall exchange such Exchangeable Certificates for Class A-S, Class B and Class C Certificates in the Exchange Proportion and with an original aggregate Certificate Principal Balance equal to the original aggregate Certificate Principal Balance of the Class PEX Certificates exchanged therefor. No service charge (other than administrative fees charged by the Depository) shall be payable by a Certificateholder in connection with any exchange of Certificates pursuant to this Section 5.09. There shall be no limitation on the number of exchanges authorized pursuant to this Section 5.09; provided that (i) each of the Class A-S, Class B and Class C Certificates exchanged (whether surrendered or received) in such exchange shall have denominations no smaller than the minimum denominations set forth in Section 5.01(a) and (ii) exchanges pursuant to this Section 5.09 shall not be permitted after the Class Principal Balance of the Class A-S Regular Interest (and therefore the aggregate Certificate Principal Balance of the Class A-S Certificates and the Class A-S-PEX Component) has been reduced to zero or if any Class of Exchangeable Certificates is no longer maintained as a Book-Entry Certificate. In addition, the Depositor shall have the right to make or cause exchanges on the Closing Date pursuant to instructions delivered to the Certificate Administrator on the Closing Date.
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Exchanges of Exchangeable Certificates. (a) On the Closing Date, the Grantor Trust shall issue the several Classes of Exchangeable Certificates. Each Class of Exchangeable Certificates shall be issued on the Closing Date with the respective Aggregate Certificate Balance set forth in the Preliminary Statement hereto.
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Exchanges of Exchangeable Certificates. (a) On the Closing Date, the Upper-Tier REMIC shall issue the Class E-1 Regular Interest, Class E-2 Regular Interest, Class F-1 Regular Interest, Class F-2 Regular Interest, Class G-1 Regular Interest, Class G-2 Regular Interest, Class H-1 Regular Interest and Class H-2 Regular Interest, which shall have initial Certificate Balances as set forth in the table below. The Grantor Trust-Held Regular Interests Grantor Trust-Held Regular Interest Original Certificate Balance Class E-1 Regular Interest $9,137,500 Class E-2 Regular Interest $9,137,500 Class F-1 Regular Interest $2,665,000 Class F-2 Regular Interest $2,665,000 Class G-1 Regular Interest $5,330,000 Class G-2 Regular Interest $5,330,000 Class H-1 Regular Interest $8,376,511 Class H-2 Regular Interest $8,376,511 Groups of Exchangeable Certificates may be exchanged for the related Exchangeable Combined Certificates, and vice versa, in whole or in part in accordance with the terms of this Section 5.12(a) and the other applicable provisions of this Article V. Exchangeable Certificates and Exchangeable Combined Certificates shall at all times represent undivided beneficial ownership interests, held through the Grantor Trust, in one or more Grantor Trust-Held Regular Interests, as set forth in the table below. With respect to each Class of the Exchangeable Combined Certificates, the portion of each underlying Grantor Trust-Held Regular Interest represented by such Class of Certificates is the designated “Exchangeable Component” set forth in the table below, each of which corresponds to the underlying Grantor Trust-Held Regular Interest with the same alphanumeric designation. Components Corresponding to Exchangeable Certificates and Exchangeable Combined Certificates Class of Certificates Underlying Grantor Trust-Held Regular Interests Exchangeable Components Class E-1 Class E-1 N/A Class E-2 Class E-2 N/A Class E Class E-1 Class E-2 Class E Component E-1 Class E Component E-2 Class F-1 Class F-1 N/A Class F-2 Class F-2 N/A Class F Class F-1 Class F-2 Class F Component F-1 Class F Component F-2 Class EF Class E-1 Class E-2 Class F-1 Class F-2 Class EF Component E-1 Class EF Component E-2 Class EF Component F-1 Class EF Component F-2 Class G-1 Class G-1 N/A Class G-2 Class G-2 N/A Class G Class G-1 Class G-2 Class G Component G-1 Class G Component G-2 Class EFG Class E-1 Class E-2 Class F-1 Class F-2 Class G-1 Class G-2 Class EFG Component E-1 Class EFG Component E-2 Class EFG Component F-1 Class EFG Compone...
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Exchanges of Exchangeable Certificates. (a) At all times, the Class [__], Class [__] and Class [__] Certificates shall represent beneficial ownership interests in the Class [__] Percentage Interest, the Class [__] Percentage Interest and the Class [__] Percentage Interest, respectively, in the Class [__] Regular Interest, Class [__] Regular Interest and Class [__] Regular Interest, respectively. At all times, the Class PEZ Certificates shall represent beneficial ownership interests in the Class PEZ Components.
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Exchanges of Exchangeable Certificates. The Initial Exchangeable Certificates and the Exchangeable Certificates, as applicable, shall be exchangeable on the books of the Depository for the Exchangeable Certificates or Initial Exchangeable Certificates, as applicable, on and after the Closing Date, by written notice to the Securities Administrator substantially in the form of Exhibit P hereto or, under the terms and conditions set forth and otherwise in accordance with the procedures specified hereunder. In the case of each Exchangeable Combination, the Initial Exchangeable Certificates shall be exchangeable for the Exchangeable Certificates related to such Exchangeable Combination in respective denominations determined based on the initial Class Principal Amount or initial Class Notional Amount, as applicable, described on Appendix A hereto, as reduced by distributions of principal pursuant to Section 5.02 and any allocation of Realized Losses and Certificate Writedown Amounts pursuant to Section 5.03 on each Distribution Date prior to the Exchange date, as applicable. Upon any such Exchange, the portions of the Initial Exchangeable Certificates designated for exchange shall be deemed cancelled and replaced by the Exchangeable Certificates issued in exchange therefore. Correspondingly, Exchangeable Certificates related to a Exchangeable Combination may be further designated for exchange for the Initial Exchangeable Certificates or for other Exchangeable Certificates related to a Exchangeable Combination in respective denominations determined based on the proportion that the initial Certificate Principal Amount or initial Class Notional Amount, as applicable, of such Exchangeable Certificates bear to the initial Certificate Principal Amount of the Initial Exchangeable Certificates or the related Exchangeable Certificates, in each case, as set forth in Appendix A. There shall be no limitation on the number of Exchanges authorized pursuant to this Section 3.11, no fee or other charge shall be payable to the Trustee or the Depository in connection therewith. If a Certificateholder wishes to exchange its Initial Exchangeable Certificates or Exchangeable Certificates, the Certificateholder must notify the Securities Administrator by e-mail at cxxxxxxxxxxxxxx@xxxxxxxxxx.xxx no later than three Business Days before the proposed exchange date. The exchange date can be any Business Day other than the first or last Business Day of the month, subject to the Securities Administrator’s approval. In addition, ...
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Exchanges of Exchangeable Certificates. (a) [The Grantor Trust shall be maintained by the Trustee, on behalf of the Trustee, in part for the benefit of the Holders of the Exchangeable Certificates. The assets of the Grantor Trust held for the benefit of the Holders of the Exchangeable Certificates shall consist of the Class EC Regular Interests, which have been placed in the Grantor Trust through the efforts of the Underwriters. The Class EC Regular Interests shall be held by the Trustee on behalf of the Trustee. At all times, the Class [__] Certificates shall represent beneficial ownership interests in the Class [__] Percentage Interest, respectively, in the Class [__] Regular Interest, respectively. At all times, the Class PST Certificates shall represent beneficial ownership interests in the Class PST Components.
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Related to Exchanges of Exchangeable Certificates

  • Exchanges of Non-Book Entry Certificates If a holder of a Rule 144A Global Certificate, Regulation S Global Certificate or Non-Book Entry Certificate (other than a Public Certificate) wishes at any time to transfer its interest in such Rule 144A Global Certificate, Regulation S Global Certificate or Non-Book Entry Certificate to a Person who is required to take delivery thereof in the form of a Non-Book Entry Certificate, then (except in connection with the transfer or deemed transfer thereof by the Depositor, an Initial Purchaser or, if occurring on the Closing Date, the Retaining Sponsor) the Certificate Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon): (i) a certificate from the proposed transferor substantially in the form attached as Exhibit L-2B to this Agreement, (ii) an investment representation letter from the proposed transferee substantially in the form attached as Exhibit L-4 to this Agreement; and (iii) if required by the Certificate Registrar, an opinion of counsel satisfactory to the Certificate Registrar to the effect that such transfer shall be made without registration under the Securities Act, together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or the proposed transferee on which such opinion of counsel is based (such opinion of counsel shall not be an expense of the Trust or of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Trustee or the Certificate Registrar in their respective capacities as such).

  • SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease (or increase) Signature of authorized officer of Trustee or Custodian EXHIBIT B

  • Transfers and Exchanges of Global Notes (i) Subject to the immediately following sentence, no Global Note may be transferred or exchanged in whole except (x) by the Depositary to a nominee of the Depositary; (y) by a nominee of the Depositary to the Depositary or to another nominee of the Depositary; or (z) by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. No Global Note (or any portion thereof) may be transferred to, or exchanged for, a Physical Note; provided, however, that a Global Note will be exchanged, pursuant to customary procedures, for one or more Physical Notes if:

  • All Other Transfers and Exchanges of Beneficial Interests in Global Securities In connection with all transfers and exchanges of beneficial interests in any Global Security that is not subject to Section 2.2(b)(i), the transferor of such beneficial interest must deliver to the Registrar (1) a written order from an Agent Member given to the Depository in accordance with the applicable rules and procedures of the Depository directing the Depository to credit or cause to be credited a beneficial interest in another Global Security in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the applicable rules and procedures of the Depository containing information regarding the Agent Member account to be credited with such increase. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Securities contained in this Indenture and the Securities or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Security pursuant to Section 2.2(g).

  • Transfers and Exchanges of Physical Notes (i) Subject to this Section 2.10, a Holder of a Physical Note may (x) transfer such Physical Note (or any portion thereof in an Authorized Denomination) to one or more other Person(s); (y) exchange such Physical Note (or any portion thereof in an Authorized Denomination) for one or more other Physical Notes in Authorized Denominations having an aggregate principal amount equal to the aggregate principal amount of the Physical Note (or portion thereof) to be so exchanged; and (z) if then permitted by the Depositary Procedures, transfer such Physical Note (or any portion thereof in an Authorized Denomination) in exchange for a beneficial interest in one or more Global Notes; provided, however, that, to effect any such transfer or exchange, such Holder must:

  • All Other Transfers and Exchanges of Beneficial Interests in Global Notes In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(1) above, the transferor of such beneficial interest must deliver to the Registrar either:

  • Global Note Legend Each Global Note will bear a legend in substantially the following form: “THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 XXXXX XXXXXX, XXX XXXX, XXX XXXX) (“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 SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE 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.”

  • Certificate Legends The shares of NetRatings Common Stock to be issued pursuant to this Section 2.6 shall not have been registered and shall be characterized as "restricted securities" under the federal securities laws, and under such laws such shares may be resold without registration under the Securities Act, only in certain limited circumstances. Each certificate evidencing shares of NetRatings Common Stock to be issued pursuant to this Section 2.6 shall bear the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION WITHOUT AN EXEMPTION UNDER THE SECURITIES ACT OR AN OPINION OF LEGAL COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED." and any legends required by state securities laws.

  • Certificates Issuable in Classes; Distributions of Principal and Interest; Authorized Denominations The aggregate principal amount of the Certificates that may be authenticated and delivered under this Agreement is limited to the aggregate Principal Balance of the Mortgage Loans as of the Cut-Off Date, as specified in the Preliminary Statement to this Agreement, except for Certificates authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Certificates pursuant to Section 5.03. Such aggregate principal amount shall be allocated among one or more Classes having designations, types of interests, initial per annum Certificate Interest Rates, initial Class Principal Balances and Final Maturity Dates as specified in the Preliminary Statement to this Agreement. The aggregate Percentage Interest of each Class of Certificates of which the Class Principal Balance equals zero as of the Cut-Off Date that may be authenticated and delivered under this Agreement is limited to 100%. Certificates shall be issued in Authorized Denominations.

  • Certificate Legend 18 Section 5.1 Legend...................................................19

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